FIN 2017-10-17 COMPLETE AGENDA PACKET

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(c) Transfer or Exchange of Registered Ownership. The Purchaser shall have the right at any time to assign, transfer or convey the Bond in whole but no such assignment, transfer or conveyance shall be effective as against the City unless and until the Purchaser has delivered to the City prior written notice thereof that discloses the name and address of the assignee and such assignment, transfer or conveyance shall be made only to (i) an affiliate of the Purchaser or (ii) banks, wholly-owned direct or indirect subsidiaries of banks or bank holding companies, insurance companies or other financial institutions or their affiliates that signs a qualified purchaser letter in substantially the same form as provided by the Purchaser in connection with the issuance of the Bond and otherwise satisfactory to Bond Counsel. Nothing herein shall limit the right of the Purchaser or its assignees to sell or assign participation interests in the Bond to one or more entities listed in (i) or (ii). (d) Place and Medium of Payment. Both principal of and interest on the Bond shall be payable in lawful money of the United States of America. Principal and interest on the Bond shall be payable by check, warrant, ACH transfer or by other means mutually acceptable to the Purchaser and the City. Upon final payment of principal and interest of the Bond, the Registered Owner shall surrender the Bond for cancellation at the office of the Bond Registrar in accordance with this ordinance. Section 4. Prepayment. The outstanding principal amount of the Bond may be prepaid in whole or in part at any time prior to the Maturity Date at a price of par plus accrued interest to the date of prepayment. The City shall provide at least 15 calendar days prior written notice of any intended prepayment. If the Bond is prepaid in full in accordance with this Section 4, interest shall cease to accrue on the date the Bank receives such prepayment. Section 5. Form of Bond. The Bond shall be in substantially the form set forth in Exhibit B, which is incorporated herein by this reference. Section 6. Execution of Bond. (a) The Bond shall be executed on behalf of the City with the manual or facsimile signature of the Mayor, and shall be attested by the manual or facsimile signature of the Clerk. (b) Only such Bond as shall bear thereon a Certificate of Authentication in the form set forth in Exhibit B, manually executed by the Bond Registrar, shall be valid or obligatory for any purpose or entitled to the benefits of this ordinance. Such Certificate of Authentication shall be conclusive evidence that the Bond so authenticated has been duly executed, authenticated and delivered hereunder and is entitled to the benefits of this ordinance. (c) In case either of the officers who shall have executed the Bond shall cease to be an officer or officers of the City before the Bond so signed shall have been authenticated or delivered by the Bond Registrar, or issued by the City, such Bond may nevertheless be authenticated, delivered and issued and upon such authentication, delivery and issuance, shall be as binding upon the City as though those who signed W: Word Processing\Ordinances\LTGO Bond -2017 Cashmere Valley Bank 10-10-17 PM:bjs Page 5 of 8 9