Resolution - #93-09-185 - 09/14/1993

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Seed( in 3! Terms. Execution and Delivery.. 3.01'. D{nomination. Payment. The Note shall be issued as a single typewritten note numbered R','. The Note!shall be issuably only in fully registered form. Principal of and interest on the Note shall ~ .~ayable by check or draft issued by the Registrar described herein. 3.02. Dates: Interest Payment Dates. The Note shall be authenticated as of the date of initial dcliv~ thereof. Principal of and interest on thc Note shall be payable by mail to the owner of record He ~o~ as of the close of business on thc fifteenth day of thc month preceding the Payment Dalir whether or not such day is a business day. 3.03~ L ~. The City hereby appoints the City Administrator to perform the functions of~ gi~ar, transfer agent and paying agent (the "Registrar"). The effect of registration and the righf~ an~duties of the City and the Registrar with respect thereto shall be as follows: (a) Iti gill~r. The Registrar shall keep at its office a bond register in which the Registrar shall provide for:~the registration of ownership of the Note and the registration of transfers and exchanges of fie ~lote. (b) T~ns~er of Note. Upon surrender for transfer of the Note duly endorsed by the registered o~er~ereof or accompanied by a written instrument of transfer, in form reasonably satisfactory t{ th~,Registrar, duly executed by the registered owner thereof or by an attorney duly authorized I:~ th~registered owner in writing, the Regisu:ar shall authenticate and deliver, in the name of the;d~, sil~naied transferee or transferees, a new Note of a like aggregate principal amount and maturity, las/~,quested by the transferor. Notwithstanding the foregoing, the Note shall not be transferred .to?an~.~ person other than an affiliate, or other related entity, of the Owner unless the City has beefi provided with an opinion of counsel or a certificate of the transferor, in a form satisfactory ~t~> ~ City, that such transfer is exempt from registration and prospectus delivery requirementS ~f f~teral and applicable state securities laws. The Registrar may close the books for registration 0f an~ transfer after the fifteenth day of the month preceding each Payment Date and until such Pa [y~neflt Date. (c) .~19..~t111;[~. The Note surrendered upon any transfer shall be promptly cancelled by the Registrar md flaereafter disposed of as directed by the City. (d) Itr~roner or Unauthorized Transfer. When the Note is presented to the Registrar for transfer, the ~ iegi-~trar may refuse to transfer the same until it is satisfied that the endorsement on such Note or separate instrument of transfer is legally authorized. The Registrar shall incur no liability for it re[usal, in good faith, to make transfers which it, in its judgment, deems improper or unauthoriz~ d. , (e) Persons Deemed Owners. The City and the Registrar may treat the person in whose name the N01 ~ i~at any time registered in the bond register as the absolute owner of the Note, whether the b lore[shall be overdue or not, for the purpose of receiving payment of, or on account of, the princiI ~ ~. and interest on such Note and for all other purposes, and all such payments so made to any.S ach'registered owner or upon the owner's order shall be valid and effectual to satisfy and discharge~, --rthe.~ability of the City upon such Note to the extent of the sum. or sums so paid. (f) T.a~es. !Fees and Charges. For every transfer or exchange of the Note, the Registrar may impose'a}ch~g¢ upon the owner thereof sufficient to reimburse the Registrar for any tax, fee, or other gov ~an{ntal charge required to be paid with respect to such transfer or exchange. B-$