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2 <br />DOCSOPEN\MU205\52\763679.v1-11/18/21 <br /> <br />1. The Agreement. The Board approves the Agreement in substantially the form on file in <br />City Hall. The President and Executive Director are hereby authorized and directed to <br />execute and deliver the Agreement. All of the provisions of Agreement, when executed <br />and delivered as authorized herein, shall be deemed to be a part of this resolution as fully <br />and to the same extent as if incorporated verbatim herein and shall be in full force and <br />effect from the date of execution and delivery thereof. The Agreement is hereby in all <br />respects authorized, approved and confirmed by the Authority and the President and the <br />Executive Director are hereby authorized and directed to execute and deliver the <br />Agreement for and on behalf of the Authority in substantially the form now on file with <br />the Authority, but with such modifications as shall be deemed necessary, desirable or <br />appropriate, its execution thereof to constitute conclusive evidence of their approval of <br />any and all modifications therein. <br /> <br />2. The TIF Note. <br /> <br />2.01. The Authority hereby approves and authorizes the President and Executive <br />Director to execute the TIF Note. The Authority hereby delegates to the <br />Executive Director the determination of the date on which the TIF Note is to be <br />delivered, in accordance with the Agreement. <br /> <br />2.02. The TIF Note shall be in substantially the form set forth in the Agreement, with <br />the blanks to be properly filled in and the principal amount and payment schedule <br />adjusted as of the date of issue: <br /> <br />2.03. The TIF Note shall be issued as a single typewritten note numbered R-1. The TIF <br />Note shall be issuable only in fully registered form. Principal of the TIF Note <br />shall be payable by check or draft issued by the registrar described herein. <br />Principal of the TIF Note shall be payable by mail to the owner of record thereof <br />as of the close of business on the fifteenth day of the month preceding the <br />Payment Date (as defined in the Agreement), whether or not such day is a <br />business day. <br /> <br />2.04. The Authority hereby appoints the Executive Director to perform the functions of <br />registrar, transfer agent and paying agent (the “Registrar”). The effect of <br />registration and the rights and duties of the Authority and the Registrar with <br />respect thereto shall be as follows: <br /> <br />(a) The Registrar shall keep at its office a bond register in which the Registrar shall <br />provide for the registration of ownership of the TIF Note and the registration of <br />transfers and exchanges of the TIF Note. <br /> <br />(b) Upon surrender for transfer of the TIF Note duly endorsed by the registered <br />owner thereof or accompanied by a written instrument of transfer, in form <br />reasonably satisfactory to the Registrar, duly executed by the registered owner <br />thereof or by an attorney duly authorized by the registered owner in writing, the