Resolution - #93-09-184 - 09/14/1993

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Section 3. Terms. Execution and Delivery. 3.01~ I D~omination. Payment. The Note shall be issued as a single typewritten note numbered R,I~ ~ The N~)te ~hall be assuably only m fully registered form. Princapal of and interest on the Note shall be ~ay~le by check or draft issued by the Registrar described herein. 3.02/i Dates: Interest Payment Dates. The Note shall be authenticated as of the date of initial deliv~ th~$eof. Principal-of and interest on the Note shall be payable by mall to the owner of record th~eof~'as of the close of business on the fifteenth day of the month preceding the Payment Datei w~ether or not such day is a business day. 3.03. ~. The City hereby appoints the City Administrator to perform the functions of r~gisfl-ar, transfer agent and paying agent (the "Registrar"). The effect of registration and the right~ ~diitufies of the City and the Registrar with respect thereto shall be as follows: (a) ~. The Registrar shall keep at its office a bond register in which the Registrar shall provide.tot ~he registration of ownership of the Note and the registration of transfers and exchanges of fl~e l~lote. (b) Transit of Note. Upon surrender for transfer of the Note duly endorsed by the registered o~fier ihereof or accompanied by a written instrument of transfer, in form reasonably sansfaetory to, the~Reg~strar, duly executed by the registered owner thereof or by an attorney duly authorized bY~he.!registered owner in writing, the Registrar shall authenticate and deliver, in the name of the d~sig~ated transferee or transferees, a new Note of a like aggregate principal amount and maturity, ~ r~luested by the transferor. Notwithstanding the foregoing, the Note shall not be transferred to ~any' person other than an affiliate, or other related entity, of the Owner unless the City has been!prOVided with an opinion of counsel or a certificate of the transferor, in a form satisfactory tc~ th~ City, that such transfer is exempt from registration and prospectus delivery requirementS~f fegteral and applicable state securities laws. The Registrar may close the books for registration of,~any transfer after the fifteenth day of the month preceding each Payment Date and until such Pay~ent Date. (e) .Cdg~~. The Note surrendered upon any transfer shall be promptly cancelled by the Registrar~d ~ereafter disposed of as directed by the City. (d) ImOror~er or Unauthorized Transfer. When the Note is presented to the Registrar for transfer, the R~.' giitrar may refuse to transfer the same until it is satisfied that the endorsement on such Note oV~ep~ate instrument of transfer is legally authorized. The Registrar shall incur no liability for it~refUsal, in good faith, to make transfers which it, in its judgment, deems improper or unauthoriz~. (e) P~fi~ons Deemed Owners. The city and the Registrar may treat the person in whose name the N~ is ~at any time registered in the bond register as the absolute owner of the Note, whether the N~te .Shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of. and interest on such Note and for all other purposes, and all such payments so made to any Sfi. ch registered owner or upon the owner's order shall be valid and effectual to satisfy and discharge the liability of the City upon such Note to the extent of the sum or sums so paid. (f) Takes. :Fees and Charees. For every transfer or exchange of the Note, the Registrar may impose a ~hffge upon the ow-ncr thereof sufficient to reimburse the Registrar for any tax, fee, or other gov~rtim~tital charge required to be paid with respect to such transfer or exchange. B-5