Common use of Form of the Bonds Clause in Contracts

Form of the Bonds. The Bonds issued under this Indenture shall be substantially in the form set forth below with such appropriate variations, omissions and insertions as are permitted or required by this Indenture or deemed necessary by the Trustee: PRINCIPAL AMOUNT: $_________________ REGISTERED OWNER: [▇▇▇▇▇ GROUP, LLC] The City of Westfield, Indiana (the “City”), a municipal corporation organized and existing under the laws of the State of Indiana, for value received, hereby promises to pay in lawful money of the United States of America to the Registered Owner listed above, but solely from the payments of Spring Mill Centre TIF Revenues hereinafter referred to pledged and assigned for the payment hereof, the Principal Amount set forth above[, or so much of the Principal Amount as shall have been advanced as set forth on Exhibit B attached hereto,] on February 1 and August 1 on the dates and in the amounts set forth in Exhibit A attached hereto, unless this Bond shall have previously been called for redemption and payment of the redemption price made or provided for, and to pay interest on the unpaid principal amount hereof in like money, but solely from said payments, at the Interest Rate specified above per annum payable on ______1, 20__, and on each February 1 and August 1 thereafter (each an “Interest Payment Date”) until the Principal Amount is paid in full. Interest on this Bond shall be payable from the Interest Payment Date next preceding the date of authentication thereof (the “Interest Date”), except that: (i) if this Bond is authenticated on or prior to _____ 15, 20_____, the Interest Date shall be ________15, 20_____; (ii) if this Bond is authenticated on or after the fifteenth day immediately preceding an Interest Payment Date (the “Record Date”), the Interest Date shall be such Interest Payment Date; and (iii) if interest on this Bond is in default, the Interest Date shall be the day after the date to which interest hereon has been paid in full. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. [The proceeds of this Bond or credits related thereto may be advanced from time to time at the request of ▇▇▇▇▇ Group, LLC (the “Developer”) or an Affiliate (as defined in the below described Indenture) thereof. As advances are made or credits given in the form of approved expenditures on the Project, the unpaid principal amount of this Bond shall be the total amounts advanced or credited by the Registered Owner from time to time, less any prior redemption of the principal amount due, as set forth on Exhibit A hereto. The aggregate amount of advances made under this Bond may not exceed $________. The principal amounts deemed advanced shall be evidenced by the execution of Disbursement Requests as set forth in Section 4.3 of the hereinafter defined Indenture.] Pursuant to its Resolution No. ________, the Westfield Redevelopment Commission (“Redevelopment Commission”), as the governing body of the Westfield Redevelopment District, has irrevocably pledged to the payment of the Bonds the Spring Mill Centre TIF Revenue (as defined in the hereinafter defined Indenture) collected within the Spring Mill Centre Allocation Area, as established by the Redevelopment Commission and more particularly described in the Indenture. The principal of this Bond is payable at the corporate trust office of __________, as trustee (the “Trustee”), in ________, __________, or at the principal corporate trust office of any successor trustee. All payments of interest hereon will be made by the Trustee by check mailed on each Interest Payment Date to the Registered Owner hereof at the address shown on the registration books of the Trustee as maintained by the Trustee, as registrar, determined on the Record Date next preceding such Interest Payment Date. Each registered owner of $500,000 or more in principal amount of Bonds shall be entitled to receive interest payments by wire transfer by providing written wire instructions to the Trustee before the Record Date for such payment. This Bond is [one of] [the only one] of the City’s Economic Development Revenue Bonds, Series 20___ (Spring Mill Centre Project) (hereinbefore and hereinafter the “Bonds”) which are being issued under the hereinafter described Indenture in the aggregate principal amount of $___________. The Bonds are being issued for the purpose of providing funds to finance the ______________________, which is located within the Spring Mill Centre Allocation Area as established by the Redevelopment Commission by providing such funds to the Company pursuant to the Financing Agreement, dated as of _______ 1, 20_____ (the “Financing Agreement”) between the Company and the City, which prescribes the terms and conditions under which the Company shall use such proceeds for the Project. The Bonds are issued under and entitled to the security of a Trust Indenture dated as of _______ 1, 2020 (hereinafter referred to as the “Indenture”) duly executed and delivered by the City to _______________, as trustee (the term “Trustee” where used herein referring to said Trustee or its successors), pursuant to which Indenture, the Spring Mill Centre TIF Revenues are pledged and assigned by the City to the Trustee as security for the Bonds. The Bonds are issued pursuant to and in full compliance with the Constitution and laws of the State of Indiana, particularly Indiana Code, Title 36, Article 7, Chapters 11.9 and 12 (the “Act”), and by appropriate action duly taken by the City which authorizes the execution and delivery of the Indenture. The Bonds have been issued in conformity with the provisions, restrictions and limitations of the Act. The Bonds are issuable in registered form without coupons in the denominations of $1,000 or integral multiples thereof. This Bond is transferable by the registered holder hereof in person or by his attorney duly authorized in writing at the corporate trust office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture and upon surrender and cancellation of this Bond. Upon such transfer a new registered Bond will be issued to the transferee in exchange therefor. The City and the Trustee may deem and treat the Registered Owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes and neither the City nor the Trustee shall be affected by any notice to the contrary. The Bonds are redeemable at the option of the City at the direction of the Company on any date, upon fifteen (15) days’ notice, in whole or in part, in order of maturity determined by City and by lot within maturities, at face value, plus accrued interest to the date fixed for redemption. [The Bonds maturing on ______1, 20_______ are subject to mandatory sinking fund redemption prior to maturity at a redemption price equal to the principal amount thereof plus accrued interest, on the dates and in the amounts set forth below: If fewer than all of the Bonds at the time outstanding are to be called for redemption, the maturities of Bonds or portions thereof to be redeemed shall be selected by the Trustee at the direction of the City. If fewer than all of the Bonds within a maturity are to be redeemed, the Trustee shall apply moneys available for redemption on a pro rata basis, based on the respective portion of the principal amount of Bonds held by the respective owners of the Bonds within such maturity that shall be redeemed.] In the event any of the Bonds are called for redemption as aforesaid, notice thereof identifying the Bonds to be redeemed will be given by mailing a copy of the redemption notice by first class mail not less than fifteen (15) days nor more than thirty (30) days prior to the date fixed for redemption to the Registered Owner of the Bonds to be redeemed at the address shown on the registration books; provided, however, that failure to give such notice by mailing, or any defect therein with respect to any registered Bond, shall not affect the validity of any proceedings for the redemption of other Bonds. All Bonds so called for redemption will cease to bear interest on the specified redemption date, provided funds for their redemption are on deposit at the place of payment at that time, and shall no longer be protected by the Indenture and shall not be deemed to be outstanding under the provisions of the Indenture. The holder of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Indenture. Modifications or alterations of the Indenture, or of any supplements thereto, may be made to the extent and in the circumstances permitted by the Indenture. It is hereby certified that all conditions, acts and things required to exist, happen and be performed under the laws of the State of Indiana and under the Indenture precedent to and in the issuance of this Bond exist, have happened and have been performed, and that the issuance, authentication and delivery of this Bond have been duly authorized by the City. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the certificate of authentication hereon shall have been duly executed by the Trustee.

Form of the Bonds. The Bonds issued under this Indenture shall be substantially in the form set forth below with such appropriate variations, omissions and insertions as are permitted or required by this Indenture or deemed necessary by the Trustee: PRINCIPAL AMOUNT: $______[9,800,000] REGISTERED OWNER: ___________ REGISTERED OWNER: [▇▇▇▇▇ GROUP, LLC] The City of WestfieldLebanon, Indiana (the “CityIssuer”), a municipal corporation organized and existing under the laws of the State of Indiana, for value received, hereby promises to pay in lawful money of the United States of America to the Registered Owner listed above, but solely from the payments of Spring Mill Centre TIF Revenues Trust Estate (as hereinafter referred to pledged and assigned for the payment hereofdefined), the Principal Amount set forth above[, or so much of the Principal Amount as shall have been advanced as set forth on Exhibit B A attached hereto,] on February 1 and August 1 [on the dates and in the amounts Maturity Date set forth in Exhibit A attached hereto, above] unless this Bond shall have previously been called for redemption and payment of the redemption price made or provided forfor herein, and to pay interest on the unpaid principal amount hereof in like money, but solely from said payments, hereon at the Interest Rate specified above per annum payable beginning on ________ 1, 20__, _ and on each February 1 and August 1 thereafter (each an “Interest Payment Date”) until the Principal Amount is paid in full. Interest on this Bond shall be payable from the Interest Payment Date to which interest has been paid next preceding the date of authentication thereof of this Bond unless this Bond is authenticated after the fifteenth (the “15th) day preceding an Interest Payment Date and on or before such Interest Payment Date”), except that: (i) if in which case it shall bear interest from such Interest Payment Date, or unless this Bond is authenticated on or prior to _____ 15, 20_____, the Interest Date shall be ___before _____15, 20_____; (ii) if this Bond is authenticated on or after , in which case it shall bear interest from the fifteenth day immediately preceding an Interest Payment Date (the “Record Original Date”), the Interest Date shall be such Interest Payment Date; and (iii) if interest on this Bond is in default, the Interest Date shall be the day after the date to which interest hereon has been paid in full. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. [The proceeds of this Bond or credits related thereto may be advanced from time to time at the request of ▇▇▇▇▇ Group, LLC (the “Developer”) or an Affiliate (as defined in the below described Indenture) thereof. As advances are made or credits given in the form of approved expenditures on the Project, the unpaid principal amount of this Bond shall be the total amounts advanced or credited by the Registered Owner from time to time, less any prior redemption of the principal amount due, as set forth on Exhibit A hereto. The aggregate amount of advances made under this Bond may not exceed $________. The principal amounts deemed advanced shall be evidenced by the execution of Disbursement Requests as set forth in Section 4.3 of the hereinafter defined Indenture.] Pursuant to its Resolution No. ___, adopted on _________, 2020 (the Westfield “Pledge Resolution”), the Lebanon Redevelopment Commission (“Redevelopment Commission”), as the governing body of the Westfield Redevelopment District, has irrevocably pledged to the payment of the Bonds the Spring Mill Centre TIF Revenue Pledged Tax Increment (as defined in the hereinafter defined Indenture) collected within the Spring Mill Centre Allocation Area, as established by the Redevelopment Commission and more particularly described in the IndenturePledge Resolution). The principal of this Bond is payable upon surrender thereof at the corporate trust office of __________, as trustee (the “Trustee”), in the City of _________, __________Indiana, or at the principal corporate trust office of any successor trustee. Principal payments shall not require presentation for payment, except that upon final payment this Bond shall be returned to the Trustee for destruction. All payments of interest hereon will be made by the Trustee by check mailed on each Interest Payment Date to the Registered Owner hereof at the address shown on the registration books of the Trustee as maintained by the Trustee, as registrar, determined on the Record Date (as defined in the Indenture) next preceding such Interest Payment Date. Each registered owner of $500,000 1,000,000 or more in principal amount of Bonds shall be entitled to receive interest payments by wire transfer by providing written wire instructions to the Trustee before the Record Date for such payment. This Bond is [one ofone] [the only one] of the CityIssuer’s Taxable Economic Development Revenue Bonds, Series 20___ (Spring Mill Centre NewCold Project) (hereinbefore and hereinafter the “Bonds”) which are [is] [are] being issued under the hereinafter described Indenture in the aggregate principal amount of [$___________9,800,000]. The Bonds are being issued for the purpose of providing funds to (i) finance a portion of the ______________________cost of economic development facilities consisting of the construction, which is located within acquisition, installation and equipping of an approximate 384,300 sq. ft. dark high-bay oxygen reduced highly automated large-scale cold storage warehouse with an estimated 10,000 pallet capacity situated on 55 acres, including administrative offices, serving local and regional cold storage needs, in or physically connected to the Spring Mill Centre Allocation Area as established Area, by NewCold USA III, LLC (the Redevelopment Commission “Company”), (ii) capitalized interest, if any, (iii) a debt service reserve, if necessary, and (iv) pay costs of issuance related to the financing (collectively, the “Project”), by providing such funds to the Company pursuant to the Financing Agreement, dated as of _______ 1, 20_____ (the “Financing Agreement”) between the Company and the CityIssuer, which prescribes the terms and conditions under which the Company shall use such proceeds for the Project. The Bonds are issued under and entitled to the security of a Trust Indenture dated as of _______ 1, 2020 (hereinafter referred to as the “Indenture”) duly executed and delivered by the City Issuer to _______________, as trustee (the term “Trustee” where used herein referring to said Trustee or its successors), pursuant to which Indenture the (i) Pledged Tax Increment, (ii) funds and accounts created under the Indenture and (iii) [Taxpayer [Guaranty] Payments] (as defined in the Indenture), and all rights of the Spring Mill Centre TIF Revenues Issuer under the Financing Agreement, except certain rights to payment for expenses and indemnity rights and rights to perform certain discretionary acts set forth in the Financing Agreement, are pledged and assigned by the City Issuer to the Trustee as security for the Bonds. The Bonds are issued pursuant to and in full compliance with the Constitution and laws of the State of Indiana, particularly Indiana Code, Title 36, Article 7, Chapters 11.9 and 12 (the “Act”), and by appropriate action duly taken by the City Issuer which authorizes the execution and delivery of the Indenture. The Bonds have been issued in conformity with the provisions, restrictions and limitations of the Act. REFERENCE IS HEREBY MADE TO THE INDENTURE FOR A DESCRIPTION OF THE REVENUES SECURING THE BONDS, THE ISSUANCE OF ADDITIONAL BONDS, THE RIGHTS UNDER THE INDENTURE OF THE ISSUER, THE OWNERS OF THE BONDS AND THE TRUSTEE, TO ALL OF WHICH THE OWNERS OF THIS BOND, BY THE ACCEPTANCE OF THIS BOND, AGREE AND ACKNOWLEDGE THAT: It is a bank as defined in Section (3)(a)(2) of the Securities Act of 1933, as amended. It is familiar with the Issuer and the Company; it has received such information concerning the Issuer and the Company, the Bonds and the Pledged Tax Increment and the [Taxpayer [Guaranty] Payments], as it deems to be necessary in connection with investment in the Bonds. It has received, read and commented upon copies of the Indenture and the Financing Agreement. Prior to the purchase of the Bonds, it has been provided with the opportunity to ask questions of and receive answers from the representatives of the Issuer and the Company concerning the terms and conditions of the Bonds, the tax status of the Bonds, legal opinions and enforceability of remedies, the security therefor, and property tax reform (including the circuit breaker) and to obtain any additional information needed in order to verify the accuracy of the information obtained to the extent that the Issuer and the Company possess such information or can acquire it without unreasonable effort or expense. It is not relying on ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP or ▇▇▇▇▇ ▇▇▇▇▇ Municipal Advisors, LLC for information concerning the financial status of the Issuer and the Company or the ability of the Issuer and the Company to honor their respective financial obligations or other covenants under the Bonds, the Indenture or the Financing Agreement. It understands that the Issuer’s collection of the Pledged Tax Increment may be limited by operation of IC 6-1.1-20.6, which provides taxpayers with tax credits for property taxes attributable to different classes of property in an amount that exceeds certain percentages of the gross assessed value of the property. The Issuer may not increase its property tax levy or borrow money to make up any shortfall due to the application of this tax credit. It further understands that neither the Issuer nor the Lebanon Redevelopment District has the authority to levy a tax to pay the principal of the Bonds. It is purchasing the Bonds for investment for its own account and not with the present view of reselling or otherwise disposing of all or any part thereof, and that it will not sell, convey, pledge or otherwise transfer the Bonds without prior compliance with applicable registration and disclosure requirements of state and federal securities laws. It has investigated the security for the Bonds, including the availability of the Pledged Tax Increment, to its satisfaction, and it understands that the Bonds are payable from Tax Increment [and Taxpayer [Guaranty Payments]]. It recognizes that the opinions it has received express the professional judgment of the attorneys participating in the transaction as to the legal issues addressed herein. It also recognizes that by rendering such opinions, the attorneys do not become insurers of that expression of professional judgment, of the transaction opined upon, or of the future performance of parties to such transaction. Nor does the rendering of the opinions guarantee the outcome of any legal dispute that may arise out of the transaction. It understands that the Issuer has no continuing disclosure obligation on the Bonds. It understands that interest on the Bonds is taxable for federal income tax purposes. [It is provided in the Indenture that the Issuer may hereafter issue Additional Bonds (as defined in the Indenture) from time to time under certain terms and conditions contained therein. (Such Additional Bonds and the Bonds are hereinafter collectively referred to as the “Bonds.”) Under the same terms and conditions contained in the Financing Agreement, the Developer may also issue obligations secured on a parity with the Note (“Parity Obligations”). Reference is made to the Indenture and to all indentures supplemental thereto for a description of the nature and extent of the security, the rights, duties and obligations of the Issuer and the Trustee, the rights of the holders of the Bonds and Parity Obligations, the issuance of Additional Bonds and Parity Obligations and the terms on which the Bonds and Parity Obligations are or may be issued and secured, and to all the provisions of which the holder hereof by the acceptance of this Bond assents.] The Bonds are issuable in registered form without coupons in the minimum denominations of $1,000 or 100,000 and any $5,000 integral multiples multiple thereof. This Bond is transferable by the registered holder hereof in person or by his attorney duly authorized in writing at the corporate trust office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture and upon surrender and cancellation of this Bond. Upon such transfer a new registered Bond will be issued to the transferee in exchange therefor. The City Issuer and the Trustee may deem and treat the Registered Owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes and neither the City Issuer nor the Trustee shall be affected by any notice to the contrary. [The Bonds are redeemable of this issue maturing on or after_____ 1, 20__ may be redeemed prior to maturity at the option of the City at the direction of the Company on any date, upon fifteen (15) days’ noticeIssuer, in whole or in part, in such order of maturity determined by City as the Issuer shall direct and by lot within maturitiesmaturities from any moneys made available for that purpose, at face value, plus in each case accrued interest to the date fixed for redemption. , with no premium.] [The Bonds maturing on ______1, 20_______ are subject to mandatory sinking fund redemption prior to maturity maturity, at a redemption price equal to the principal amount thereof plus accrued interest, interest on February 1 and August 1 on the dates and in the amounts set forth below: 20___ Term Bonds *Final Maturity] If fewer than all of the Bonds at the time outstanding are to be called for redemption, the maturities of Bonds or portions thereof to be redeemed shall be selected by the Trustee at the direction of the CityIssuer. If fewer than all of the Bonds within a maturity are to be redeemed, the Trustee shall apply moneys available for redemption on a pro rata basis, based on the respective portion of the principal amount of Bonds held by the respective owners of the Bonds within such maturity that shall be redeemed.] . In the event any of the Bonds are called for redemption as aforesaid, notice thereof identifying the Bonds to be redeemed will be given by mailing a copy of the redemption notice by first class mail not less than fifteen thirty (1530) days nor more than thirty forty-five (3045) days prior to the date fixed for redemption to the Registered Owner of the Bonds to be redeemed at the address shown on the registration books; provided, however, that failure to give such notice by mailing, or any defect therein with respect to any registered Bond, shall not affect the validity of any proceedings for the redemption of other Bonds. All Bonds so called for redemption will cease to bear interest on the specified redemption date, provided funds for their redemption are on deposit at the place of payment at that time, and shall no longer be protected by the Indenture and shall not be deemed to be outstanding under the provisions of the Indenture. The holder of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Indenture. Modifications or alterations of the Indenture, or of any supplements thereto, may be made to the extent and in the circumstances permitted by the Indenture. This Bond is transferable by the Registered Owner hereof at the principal corporate trust office of the Trustee upon surrender and cancellation of this bond and on presentation of a duly executed written instrument of transfer and thereupon a new bond or bonds of the same aggregate principal amount and maturity and in authorized denominations will be issued to the transferee or transferees in exchange therefor. It is hereby certified that all conditions, acts and things required to exist, happen and be performed under the laws of the State of Indiana and under the Indenture precedent to and in the issuance of this Bond exist, have happened and have been performed, and that the issuance, authentication and delivery of this Bond have been duly authorized by the CityIssuer. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the certificate of authentication hereon shall have been duly executed by the Trustee.