03-23-2015 EDA Packet - Laserfiche WebLink

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1.03. Pricing Committee Certificate. The Pricing Committee shall meet to award the sale of the Bonds to the Purchaser. Upon awarding the sale of the Bonds, the Pricing Committee shall complete and execute a certificate (the “Pricing Committee Certificate”), a form of which is on file with the Director. The Pricing Committee Certificate shall also set forth the terms of optional redemption for the Bonds. The Director is authorized and directed to attach the Pricing Committee Certificate, when complete, to this resolution as EXHIBIT A. Section 2. Registration and Payment. 2.01. Registered Form. The Bonds will be issued only in fully registered form. The interest thereon and, upon surrender of the Bonds, the principal amount thereof, is payable by check or draft issued by the Registrar described herein. 2.02. Dates; Interest Payment Dates. The Bonds will be dated as of delivery to the Purchaser. The interest on the Bonds shall be payable semiannually as set forth in the Pricing Committee Certificate to the registered owner of record thereof as of the close of business on the fifteenth day of the immediately preceding month, whether or not that day is a business day. 2.03. Registration. The Authority will appoint a bond registrar, transfer agent, authenticating agent and paying agent (the “Registrar”). The effect of registration and the rights and duties of the Authority and the Registrar with respect thereto are as follows: (a) Register. The Registrar must keep a bond register in which the Registrar provides for the registration of ownership of the Bonds. (b) Transfer of Bonds. Upon surrender for transfer of the Bonds duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form 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 will authenticate and deliver, in the name of the designated transferee or transferees, one or more new bonds of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar may, however, close the books for registration of any transfer after the fifteenth day of the month preceding each interest payment date and until that interest payment date. (c) Exchange of Bonds. If a Bond is surrendered by the registered owner for exchange the Registrar will authenticate and deliver one or more new bonds of a like aggregate principal amount and maturity as requested by the registered owner or the owner’s attorney in writing. (d) Cancellation. A Bond surrendered upon transfer or exchange will be promptly cancelled by the Registrar and thereafter disposed of as directed by the Authority. (e) Improper or Unauthorized Transfer. If a Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is satisfied that the endorsement on the Bond or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. The Registrar will incur no liability for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. 3 458639v1 JAE LN140-112