Resolution No. 19-02 EDA - Laserfiche WebLink

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I-N to the Developer. The TIF Note shall be dated as of the date of delivery and shall not bear any interest. The Authority shall receive in exchange for the delivery of the TIF Note the payment by the Developer of the Senior Building Costs (as defined in the Agreement). The TIF Note will be delivered in accordance with the terms of Sections 3.5 and 3.6 of the Agreement. Section 2. Form of TIF Note. The TIF Note shall be in substantially the form attached to the Contract as Exhibit E, with the blanks to be properly filled in and the principal amount adjusted as of the date of issue. Section 3. Terms,Execution and Delivery. 3.01. Denomination, Payment. The TIF Note shall be issued as a single typewritten note numbered R-1. The TIF Note shall be issuable only in fully registered form. Principal of the TIF Note shall be payable by check or draft issued by the Registrar described herein. 3.02. Dates. Principal of the TIF Note shall be payable by mail to the owner of record thereof as of the close of business on the fifteenth day of the month preceding the Payment Date, whether or not such day is a business day. 3.03. Registration. The Authority hereby appoints the Executive Director to perform the functions of registrar, transfer agent and paying agent (the "Registrar"). The effect of registration and the rights and duties of the Authority and the Registrar with respect thereto shall be as follows: (a) Re ister. The Registrar shall keep at its office a bond register in which the Registrar shall provide for the registration of ownership of the TIF Note and the registration of transfers and exchanges of the TIF Note. (b) Transfer of TIF Note. Upon surrender for transfer of the TIF Note duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form reasonably satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, a new TIF Note of a like aggregate principal amount and maturity, as requested by the transferor. Notwithstanding the foregoing,the TIF Note shall not be transferred to any person other than an affiliate, or other related entity, of the owner unless the Authority has been provided with a certificate of the transferor, in a form reasonably satisfactory to the Authority, that such transfer is exempt from registration and prospectus delivery requirements of federal 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 Payment Date. (c) Cancellation. The TIF Note surrendered upon any transfer shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the Authority. (d) Improper or Unauthorized Transfer. When the TIF Note is presented to the Registrar for transfer,the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such TIF Note or 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 unauthorized. 2