Resolution - #93-09-186 - 09/14/1993

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SeCtibn 3. Terms. Execution and Delivery_. 3.01:i Denomination. Payment. The Note shall be issued as a single typewritten note numbered R~I. The Note shall be issuably only in fully registered form. Principal of and interest on the Note shall be~ payable by check or draft issued by the Registxar described herein. 3.02} Dates: Interest Payment Dates. The Note shall be authenticated as of the date of initial delive~ t~ereof. Principal 'of and interest on the Note shall be payable by mail to the owner of record there°f as of the close of business on the fifteenth day of the month preceding the Payment Da~, whether or not such day is a business day. 3.03.i 1~~. The City hereby appoints the City Administrator to perform the functions of ~egi~trar,_ transfer agent and paying agent (the "Registrar"). The effect of registration and the righ~ an~ duties of the City and the Registrar with respect thereto shall be as follows: (a) R~gister. The Registrar shall keep at its office a bond register in which the Registrar shall provide~ fol~' the registration of ownership of the Note and the registration of transfers and exchanges 0~ the, Note. (b) Transfer of Note. Upon surrender for transfer of the Note duly endorsed by the registered ov~ne~ thereof or accompanied by a written instrument of transfer, in form reasonably satisfactory tb the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized b~/th~ registered owner in writing, the Registrar shall authenticate and deliver, in the name of the ~esignated transferee or transferees, a new Note of a like aggregate principal amount and maturity/, as requested by the transferor. Notwithstanding the foregoing, the Note shall not be transferred t(b any person other than an affiliate, or other related entity, of the Owner unless the City has bee_~, provided with an opinion of counsel or a certificate of the transferor, in a form satisfactory to the City, that such transfer is exempt from registration and prospectus delivery requirementslof federal and applicable state securities laws. The Registrar may close the books for registration df any transfer after the fifteenth day of the month preceding each Payment Date and until such Payment Date. (c) ~nc~!lation. The Note surrendered upon any transfer shall be promptly cancelled by the Registrar Iand' thereafter disposed of as directed by the City. (d) I~r~rO~er or Unauthorized Transfer. When the Note is presented to the Registrar for transfer, th~ R'egl}trar may refuse to transfer the same until it is satisfied that the endorsement on such Note o~ separate instrument of transfer is legally authorized. The Registrar shall incur no liability for its refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthori~d. (e) P~irsons Deemed Owners. The City and the Registrar may treat the person in whose name the N.o~e is at any time registered in the bond register as the absolute owner of the Note, whether the lf4ote shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal. 0 f and. interest on such Note and for ,all other purposes, and. all such payments, so made to any Such registered owner or upon the owner s order-shall be vahd 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) Taxes: Fees and Charges. For every transfer or exchange of the Note, the Registrar may impose ~ charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee, or other goveimmental charge required to be paid with respect to such transfer or exchange. B-5