Document Missoula_doc_2b09f521e4

CERTIFICATE AS TO RESOLUTION AND ADOPTING VOTE I, the undersigned, being the duly qualified and acting recording officer of the City of Missoula, Montana (the “City”), hereby certify that the attached resolution is a true copy of Resolution No. 7120, entitled: “RESOLUTION RELATING TO TAX INCREMENT URBAN RENEWAL REVENUE BONDS, SERIES 2006 (URBAN RENEWAL DISTRICT II); RATIFYING THE SALE AND PRESCRIBING THE FORM AND TERMS THEREOF AND THE SECURITY THEREFOR” (the “Resolution”), on file in the original records of the City in my legal custody; that the Resolution was duly adopted by the City Council of the City at a meeting on August 7, 2006, and that the meeting was duly held by the City Council and was attended throughout by a quorum, pursuant to call and notice of such meeting given as required by law; and that the Resolution has not as of the date hereof been amended or repealed. I further certify that, upon vote being taken on the Resolution at said meeting, the following Council members voted in favor thereof: Ballas, Childers, Jaffe, Kendall, Marler, Nicholson, Reidy, Rye, Strohmaier, and Wilkins;; voted against the same: None; abstained from voting thereon: None; or were absent: Haines and Hendrickson. WITNESS my hand and seal officially this 7th day of August, 2006. Martha L. Rehbein City Clerk ---PAGE BREAK--- i TABLE OF CONTENTS [Not a part of the Resolution; for convenience of reference only.] Page SECTION 1. DEFINITIONS, AUTHORIZATIONS AND 1 1.01. 1 1.02. 6 1.03. Prior City 6 1.04. The 2006 Project 6 1.05. Estimated Costs of 2006 6 1.06. Authorization and Sale of Series 2006 Bonds; Official 7 1.07. Estimate of Pledged Tax Increment 7 1.08. Findings and 7 SECTION 2. THE BONDS 7 2.01. General 7 2.02. General Limitations; Issuable in 7 2.03. Terms of Particular Series 8 2.04. Form and Denominations 8 2.05. Execution, Authentication and Delivery 9 2.06. Temporary 9 SECTION 3. THE SERIES 2006 BONDS 10 3.01. Denomination, Maturities, Payment and Date of Series 2006 Bonds 10 3.02. System of Registration 11 3.03. Initial Bond Registrar and Paying 12 3.04. Redemption 12 3.05. Execution and Delivery of Series 2006 14 3.06. Form of Series 2006 14 3.07. Transcript Certification 14 3.08. Securities 15 3.09. Application of Proceeds and Other City 16 SECTION 4. ADDITIONAL BONDS 16 4.01. General Provisions 16 4.02. Additional Bonds To Pay the Cost of 17 4.03. Additional Bonds for Refunding 19 4.04. Subordinate 19 4.05. 20 SECTION 5. THE GENERAL TAX INCREMENT 20 5.01. Bond Proceeds and Tax Increment Pledged and 20 5.02. Tax Increment 20 5.03. Construction 21 ---PAGE BREAK--- ii 5.04. Bond 21 5.05. Reserve 22 5.06. General Tax Increment Development Fund 22 5.07. 23 5.08. Insurance. 24 SECTION 6. OTHER COVENANTS OF 24 6.01. Punctual 24 6.02. Accumulation of Claims of Interest 24 6.03. Against 24 6.04. Management and Operation of 24 6.05. Books and Accounts; Financial 24 6.06. Completion of 25 6.07. Taxation of Leased Property 25 6.08. Disposition of 25 6.09. Further 25 6.10. Amendment of Plan or 25 6.11. Adjustment of Tax Incremental 26 6.12. Federal Tax Exemption 26 6.13. Pledge of Replacement Revenues 26 6.14. Bondowner 26 SECTION 7. SUPPLEMENTAL RESOLUTIONS 26 7.01. General 26 7.02. Consent of Bondowners 27 7.03. Notice 27 7.04. Manner of Consent 27 SECTION 8. 27 8.01. General 27 8.02. 27 8.03. Redemption 28 8.04. 28 SECTION 9. INSURANCE POLICY PAYMENT PROVISIONS FOR THE SERIES 2006 BONDS 28 9.01. 28 9.02. Payment 28 SECTION 10. TAX COVENANTS 28 10.01. Security for the Series 2006 Bonds 28 10.02. General 28 10.03. Arbitrage 29 10.04. Arbitrage 29 10.05. Information 29 SECTION 11. CONTINUING 29 ---PAGE BREAK--- iii 11.01. Purpose and Beneficiaries 29 11.02. Information To Be Disclosed 30 11.03. Manner of Disclosure 32 11.04. Term; Amendments; Interpretation 33 11.05. Further Limitation of Liability of City 33 SECTION 12. 34 SECTION 13. EFFECTIVE 34 Exhibit A—Legal Description of Excluded Property Exhibit B—Form of Series 2006 Bonds Schedule A—Policy Payment Provisions, Standard Terms and Conditions, and Special Covenants and Conditions ---PAGE BREAK--- RESOLUTION NO. 7120 RELATING TO TAX INCREMENT URBAN RENEWAL BONDS, SERIES 2006 (URBAN RENEWAL DISTRICT II); RATIFYING THE SALE AND PRESCRIBING THE FORM AND TERMS THEREOF AND THE SECURITY THEREFOR BE IT RESOLVED by the City Council of the City of Missoula, Montana, as follows: Section 1. Definitions, Authorizations and Findings. 1.01. Definitions. The terms defined in this Section 1.01 shall for all purposes of this Resolution have the meanings herein specified, unless the context clearly otherwise requires: A. “Resolution” means this Resolution No. as originally adopted or as it may from time to time be amended or supplemented pursuant to the applicable provisions hereof. B. All references in this Resolution to designated sections and other subdivisions are to the designated sections and other subdivisions of this instrument as originally adopted. C. The words “herein,” “hereof” and “hereunder” and other words of similar import without reference to any particular section or subdivision refer to this Resolution as a whole and not to any particular section or other subdivision unless the context clearly indicates otherwise. D. The terms defined in this Section include the plural as well as the singular. E. All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles applicable to governmental entities. F. All computations provided herein shall be made in accordance with generally accepted accounting principles applicable to governmental entities consistently applied. G. “Or” is not intended to be exclusive, but is intended to contemplate or encompass one, more or all of the terms or alternatives conjoined. H. For purposes of amendments to this Resolution, direction of remedies and waivers of default, Outstanding Notes shall be treated as “Bonds” Outstanding under this Resolution and Owners of such Notes shall have the rights given Owners of Bonds in such circumstances. Accountant shall mean a Person engaged in the practice of accounting as a certified public accountant, whether or not employed by the City. Act shall mean the Urban Renewal Law, Montana Code Annotated, Title 7, Chapter 15, Parts 42 and 43, as amended or supplemented. Additional Bonds shall mean any Bonds issued pursuant to Section 4.02 or 4.03. Bond Account shall mean the account so designated in the General Tax Increment Bond Fund. Bond Counsel shall mean any firm of nationally recognized bond counsel experienced in matters relating to tax-exempt financing, selected by the City. ---PAGE BREAK--- 2 Bond Register shall mean the register maintained for the purpose of registering the ownership, transfer and exchange of the Bonds of any series. Bond Registrar shall mean, with respect to the Series 2006 Bonds, U.S. Bank National Association, of Seattle, Washington, or any successor appointed pursuant to Section 3.03, and, with respect to any series of Additional Bonds, the Person or Persons designated by or pursuant to this Resolution or a Supplemental Resolution to receive and disburse the principal of, premium, if any, and interest on the Bonds on behalf of the County and to hold and maintain the Bond Register. Bondowner shall mean the Owner of a Bond. Bonds shall mean the Series 2006 Bonds and any Additional Bonds. Business Day shall mean, with respect to the Bonds of any series, any day other than a Saturday, Sunday or other day on which the Paying Agent and Bond Registrar for such series of Bonds is not open for business. City shall mean the City of Missoula, Montana, or its successors. City Resolution shall mean a resolution, ordinance or other appropriate enactment by the Council certified by the City Clerk to have been duly adopted and to be in full force and effect. Code shall mean the Internal Revenue Code of 1986, as amended. Construction Account shall mean the account so designated in the General Tax Increment Capital Project Fund. Council shall mean the City Council of the City or any successor governing body thereof. Excluded Property shall mean the real estate located in the Urban Renewal Area described on Exhibit A to this Resolution (which is hereby incorporated herein and made a part hereof). Financial Consultant shall mean an Independent Person selected by the City, qualified to study urban renewal areas and projects and tax increment financing plans, and in the judgment of the Council, having a favorable repute for skill and experience in such work. Fiscal Year shall mean the period commencing on the first day of July of any year and ending on the last day of June of the next calendar year, or any other twelve-month period authorized by law and specified by the Council as the City’s fiscal year. General Tax Increment Capital Project Fund shall mean the fund established pursuant to Section 5.01. General Tax Increment Bond Fund shall mean the fund established pursuant to Section 5.01. General Tax Increment Development Fund shall mean the fund established pursuant to Section 5.01. Government Obligations shall mean direct general obligations of, or obligations the prompt payment of the principal of and the interest on which is fully and unconditionally guaranteed by, the United States of America, obligations the payment of the principal of, premium, if any, and interest on which is fully guaranteed as a full faith and credit obligation of the United States of America, and ---PAGE BREAK--- 3 certificates or other evidence of ownership in principal to be paid or interest to accrue on a pool of obligations of the type described in the foregoing clause or which obligations are held by a custodian, any obligations described in the foregoing clause or may be issued or held in book-entry form on the books of the Department of Treasury of the United States of America. Independent shall mean, when used with respect to any specified Person, such a Person who is in fact independent; (ii) does not have any direct financial interest or any material indirect financial interest in the City, other than the payment to be received under a contract for services to be performed by such Person; and (iii) is not connected with the City as an officer, employee, promoter, trustee, partner, director, underwriter or person performing similar functions. Whenever it is herein provided that any Independent Person’s opinion or certificate shall be furnished, such Person shall be appointed by the City and such opinion or certificate shall state that the signer has read this definition and that the signer is Independent within the meaning hereof. Interest Account shall mean the subaccount so designated in the Bond Account. Interest Payment Date shall mean the Stated Maturity of an installment of interest on any of the Bonds. Maturity shall mean, when used with respect to any Bond, the date on which the principal of such Bond becomes due and payable as therein or herein provided, whether at its Stated Maturity or by declaration of acceleration, redemption or otherwise. MRA shall mean the Missoula Redevelopment Agency, or any successor to its functions. Note shall mean any note issued in anticipation of the issuance of Bonds pursuant to Section 4.05. Opinion of Counsel shall mean a written opinion of counsel, who may (except as otherwise expressly provided in this Resolution) be counsel for the City. Ordinance shall mean Ordinance No. 2803, adopted by the Council on December 16, 1991, as amended by Resolution No. 6533 and Ordinance No. 3215, adopted by the Council on July 22, 2002, as such may be further amended or supplemented in accordance with the Act and this Resolution. Original Purchaser shall mean, with respect to any series of Bonds, the Person who purchases such series of Bonds from the City when first issued. The Original Purchaser of the Series 2006 Bonds is Piper Jaffray & Co., of Denver, Colorado and Helena, Montana. Outstanding shall mean, with reference to Bonds or Notes, as of the date of determination, all Bonds or Notes theretofore issued and delivered under this Resolution except: Bonds or Notes theretofore cancelled by the City or delivered to the City cancelled or for cancellation; (ii) Bonds and portions of Bonds for whose payment or redemption money or Government Obligations (as provided in Section 8) shall have been theretofore deposited in trust for the Owners of such Bonds; provided, however, that if such Bonds are to be redeemed, notice of such redemption shall have been duly given pursuant to this Resolution or irrevocable instructions to call such Bonds for redemption at a stated Redemption Date shall have been given by the City; and ---PAGE BREAK--- 4 (iii) Bonds or Notes in exchange for or in lieu of which other Bonds or Notes shall have been issued and delivered pursuant to this Resolution; provided, however, that in determining whether the Owners of the requisite principal amount of Outstanding Bonds or Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Bonds or Notes owned by the City shall be disregarded and deemed not to be Outstanding. Owner shall mean, with respect to any Bond, the Person in whose name such Bond is registered in the Bond Register. Paying Agent shall mean the Person designated by or pursuant to this Resolution to receive and disburse the principal of, premium, if any, and interest on the Bonds of a series on behalf of the City. Person shall mean any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. Plan shall mean the City of Missoula Urban Renewal District II Plan adopted by the Council on December 16, 1991, as amended on July 22, 2002, including all further amendments thereof adopted in accordance with the Act and this Resolution. Pledged Tax Increment shall mean all Tax Increment excluding any Tax Increment derived from the Excluded Property. It is acknowledged that if for a Fiscal Year the current taxable value of the Excluded Property is less than the “base taxable value” of the Excluded Property, the amount of Pledged Tax Increment may be reduced accordingly. Principal and Interest Requirements shall mean, with respect to any Bonds and for any Fiscal Year or other specified period, the amount required to pay the principal of and interest on such Bonds during such Fiscal Year or other period, determined on the assumption that each Serial Bond is to be paid on its Stated Maturity and each Term Bond is to be paid on the Sinking Fund Payment Dates according to the mandatory redemption requirements established for such Term Bond by the applicable section of this Resolution or any Supplemental Resolution. Principal Payment Date shall mean the Stated Maturity of principal of any Serial Bond and the Sinking Fund Payment Date for any Term Bond. Project shall mean any urban renewal project undertaken in or with respect to the Urban Renewal Area under the Act, the costs of which are to be paid, in whole or in part, from the proceeds of Bonds. Qualified Investments shall mean the investments described as such in Section 5.06. Redemption Date when used with respect to any Bond to be redeemed shall mean the date on which it is to be redeemed. Redemption Price when used with respect to any Bond to be redeemed shall mean the price at which it is to be redeemed. Reimbursement Revenues shall mean reimbursements currently being received by the City pursuant to Senate Bill 184 enacted in the 1999 Legislative Session and codified at Section 15-1-112, ---PAGE BREAK--- 5 M.C.A., and House Bill 124 enacted in the 2001 Legislative Session and codified at 15-1-120 through 1- 1-122, M.C.A. Reserve Account shall mean the account so designated in the General Tax Increment Bond Fund. Reserve Requirement shall mean, as of the date of calculation, an amount equal to the lesser of: the maximum Principal and Interest Requirements on Outstanding Bonds for the then current or any future calendar year, or ten percent (10%) of the aggregate original principal amount of all series of Bonds any Bond of which is then Outstanding. Serial Bonds shall mean Bonds which are not Term Bonds. Series 2006 Bonds shall mean the City’s Tax Increment Urban Renewal Revenue Bonds, Series 2006 (Urban Renewal District II), issued in the original aggregate principal amount of $3,530,000. Sinking Fund Account shall mean the subaccount so designated in the Bond Account. Sinking Fund Payment Date shall mean a date set forth in any applicable provision of this Resolution or a Supplemental Resolution for the making of a mandatory principal payment for the redemption of a Term Bond. State Entitlements shall mean the system of local government entitlements and block grants established pursuant to HB 124 enacted by the 2001 Legislature effective, for the most part, July 1, 2001. Stated Maturity when used with respect to any Bond or any installment of interest thereon shall mean the date specified in such Bond as the fixed date on which principal of such Bond or such installment of interest is due and payable. Subordinate Obligations shall mean any bonds, notes or obligations of the City issued on a subordinate basis to the Bonds as to the Tax Increment pursuant to Section 4.04. Supplemental Resolution shall mean any resolution supplemental to this Resolution adopted pursuant to Section 7. Tax Increment shall mean the amount received by the City pursuant to the Act and the Plan from the extension of levies of Taxes (expressed in mills), against the incremental taxable value, as defined in the Act, of all taxable property within the Urban Renewal Area, and shall include any payments in lieu of Taxes attributable to the incremental taxable value, State Entitlements, Reimbursement Revenues, and all payments received by the City designated as replacement revenues for lost Tax Increment, as provided in Section 6.13. Taxes shall mean all taxes levied on an ad valorem basis by a Taxing Body against taxable real and personal property located within the Urban Renewal Area (exclusive of the six-mill levy for university purposes levied by the State) and shall include all payments in lieu of taxes received by the City with respect to property within the Urban Renewal Area. Taxing Body shall mean the City; the County of Missoula, Montana; High School District No. 1, Missoula County, Montana; Elementary School District No. 1, Missoula County, Montana; Elementary School District No. 4 (Hellgate), Missoula County, Montana; the State of Montana; and any other political subdivision or governmental unit which may hereafter levy Taxes against property within the Urban Renewal Area. ---PAGE BREAK--- 6 Term Bond shall mean any Bond for the payment of the principal of which mandatory payments are required by the Resolution or Supplemental Resolution to be made at times and in amounts sufficient to redeem all or a portion of such Bond prior to its Stated Maturity. 2006 Project shall mean the Project described in Section 1.04. Urban Renewal Area shall mean the City of Missoula Urban Renewal District II, created and established pursuant to the Act and the Ordinance, as such area may be enlarged or reduced in accordance with the Act and this Resolution. 1.02. Authorization. Under the provisions of the Act, the City is authorized to create urban renewal areas, prepare and adopt an urban renewal plan therefor and amendments thereto, undertake urban renewal projects therein, provide for the segregation and collection of tax increment with respect to taxes collected in such areas, issue its bonds to pay the costs of such projects and to refund bonds previously issued under the Act and pledge to the repayment of the bonds the tax increment and other revenues derived from projects undertaken within the Urban Renewal Area. 1.03. Prior City Actions. Pursuant to the Act, the City has determined that blighted property is located within the Urban Renewal Area, and that the rehabilitation, redevelopment or a combination thereof is necessary for the public health, safety, morals or welfare of the residents of the City, and the Council has adopted the Plan which provides for the segregation and collection of Tax Increment with respect to the Urban Renewal Area. The Urban Renewal Area and the Plan providing for the segregation and collection of the Tax Increment have been duly and validly created and adopted in strict accordance with applicable provisions of the Act and are in full force and effect. 1.04. The 2006 Project. Pursuant to the Act, the City has designated and approved the following Project as an urban renewal project and has given notice and conducted public hearings with respect thereto: the acquisition of property in the Urban Renewal Area commonly known as the Champion Mill Site Property, including the acquisition of the leasehold interest of Idaho Timber in the property, the installation and construction of public infrastructure, site development, and making available for sale and development 26 acres of land for mixed-use development, consisting of multifamily and single family residential units, office and retail space, and approximately 14 acres of parkland and trail systems. The 2006 Project consists of the acquisition of the leasehold interest in the Champion Mill Site Property. 1.05. Estimated Costs of 2006 Project. The total cost of the 2006 Project , including costs incidental to the issuance and sale of the Series 2006 Bonds, is estimated as follows: Underwriter’s Discount (1.30%) $ 46,800.00 Costs of Issuance 75,161.47 Gross Bond Insurance Premium 49,625.48 Deposit to Reserve Account 250,500.00 Acquisition of Leasehold Interest 3,130,000.00 MRP Reimbursement 50,000.00 Total $3,602,086.95 Costs of the 2006 Project in excess the amount of the Series 2006 Bond proceeds available therefor are expected to be paid from Tax Increment on hand and available therefor. ---PAGE BREAK--- 7 1.06. Authorization and Sale of Series 2006 Bonds; Official Statement. This Council has determined by Resolution No. 7105, adopted on July 10, 2006, that it is in the best interests of the City that the City issue its Bonds (the Series 2006 Bonds), as authorized by Section 7-15-4301(1)(b) of the Act and this Resolution, in order to provide funds to be used, with available funds of the City, to pay the costs of the 2006 Project, to fund a deposit to the Reserve Account and to pay costs of issuance of the Series 2006 Bonds. Pursuant to a resolution adopted on July 17, 2006, this Council, authorized the negotiated sale of the Series 2006 Bonds to Piper Jaffray & Co., of Denver, Colorado (the “Original Purchaser”) and authorized the Mayor and the City Finance Director/Treasurer to enter into a Bond Purchase Agreement with the Original Purchaser (the “Bond Purchase Agreement”). Pursuant to the Bond Purchase Agreement, dated as of August 2, 2006, the Original Purchaser agreed to purchase the Series 2006 Bonds at the purchase price of $3,555,286.95, subject to the terms and conditions of the Bond Purchase Agreement and this Resolution. The provisions of this Resolution shall control any conflict. The Series 2006 Bonds have been offered for sale by the Original Purchaser thereof by means of an Official Statement, dated July 21, 2006 (the “Official Statement”). The City hereby consents to the distribution of the Official Statement to prospective purchasers of the Series 2006 Bonds and this Council hereby authorizes and directs the Mayor, the Finance Director/Treasurer, and the Director of the MRA to execute such certificates relating to the accuracy and completeness of the Official Statement as may be appropriate. The determination of the Mayor, the Finance Director/Treasurer, and the Director of the MRA that the Preliminary Official Statement was “final” as of its date for purposes of Rule 15c2-12 under the Securities Exchange Act of 1934 is hereby ratified and confirmed. 1.07. Estimate of Pledged Tax Increment. It is estimated that the Pledged Tax Increment to be received in each of the Fiscal Years the Series 2006 Bonds will be outstanding will be at least $899,748, based on the collection in the Fiscal Year ended June 30, 2006 of Pledged Tax Increment in the amount of $816,856. The maximum amount of principal and interest on the Series 2006 Bonds is $250,500. 1.08. Findings and Determinations. It is hereby found, determined and declared by this Council as follows: the conditions precedent to the issuance of the Series 2006 Bonds under the Act and this Resolution have or shall be met prior to the issuance of the Series 2006 Bonds; the estimated Pledged Tax Increment to be received by the City, as set forth in Section 1.07, and pledged to the payment of the Series 2006 Bonds will be sufficient to pay the principal thereof and interest thereon when due; and it is in the best interests of the City to issue and sell the Series 2006 Bonds to provided funds to pay a portion of the costs of the 2006 Project as provided in this Resolution. Section 2. The Bonds. 2.01. General Title. The general title of the Bonds of all series shall be “Tax Increment Urban Renewal Revenue Bonds,” with appropriate additions for refunding Bonds and to distinguish Bonds of each series from Bonds of other series. 2.02. General Limitations; Issuable in Series. The aggregate principal amount of Bonds that may be authenticated and delivered and Outstanding under this Resolution is not limited, except as provided in Section 4 and except as may be limited by law. The Bonds may be issued in series as from time to time authorized by the Council. ---PAGE BREAK--- 8 The Bonds are special, limited obligations of the City. Principal of, premium, if any, and interest on the Bonds (except to the extent payable out of proceeds of the Bonds) are payable solely from the Pledged Tax Increment and from other revenues derived by the City from Projects or other sources which may be pledged to the payment of any series of Bonds. The Bonds shall not pledge the general credit or taxing powers of the City, and the State of Montana shall not in any event be liable for the payment of the principal of, premium, if any, or interest on the Bonds or for the performance of any pledge of any kind whatsoever that may be undertaken by the City. Neither the Bonds nor any of the agreements or obligations of the City contained herein or therein shall be construed to constitute an indebtedness of the State of Montana, the City or Missoula County within the meaning of any constitutional or statutory provisions whatsoever. With respect to the Bonds of any particular series, the City may incorporate in or add to the general title of such Bonds any words, letters or figures designed to distinguish that series. If any Stated Maturity, Redemption Date or Sinking Fund Payment Date shall be on a day which is not a Business Day, then payment of principal, premium, if any, or interest due on such day may be made on the next succeeding Business Day, with the same force and effect as if made on such Stated Maturity, Redemption Date or Sinking Fund Payment Date (whether or not such next succeeding Business Day occurs in a succeeding month). 2.03. Terms of Particular Series. Each series of Bonds (except the Series 2006 Bonds, which are created by Section 3) shall be created by a Supplemental Resolution. The Bonds of each series (other than the Series 2006 Bonds, as to which specific provision is made in Section 3) shall bear such date or dates, shall be payable at such place or places, shall have such Stated Maturities and Redemption Dates, shall bear interest at such rate or rates, from such date or dates, payable in such installments and on such dates and at such place or places, and may be redeemable at such price or prices and upon such terms (in addition to the prices and terms herein specified for redemption of all Bonds) as shall be provided in the Supplemental Resolution creating that series. The City may, at the time of the creation of any series of Bonds or at any time thereafter, make, and the Bonds of that series may contain, provision for: A. a sinking, amortization, improvement or other analogous fund; B. limiting the aggregate principal amount of the Bonds of that series or of all Additional Bonds thereafter issued; C. exchanging Bonds of that series, at the option of the Owners thereof, for other Bonds of the same series of the same aggregate principal amount of a different authorized kind and/or authorized denomination or denominations; or D. the issuance of Bonds not registered as to principal or interest and the exchange of such Bonds for fully registered Bonds; all upon such terms as the City may determine. All Bonds of the same series shall be substantially identical except as to denomination and the differences specified herein or in a Supplemental Resolution between interest rates, Stated Maturities and redemption provisions. 2.04. Form and Denominations. The form of the Bonds (other than the Series 2006 Bonds, as to which specific provision is made in Section 3) shall be established by the Supplemental Resolution creating such series. The Bonds of each series shall be distinguished from the Bonds of other series in such manner as the Council may determine. ---PAGE BREAK--- 9 The Bonds of any series shall be issuable as fully registered Bonds unless the Supplemental Resolution provides otherwise. The Bonds of each series shall be issuable in such denominations as shall be provided in the provisions of the Supplemental Resolution creating such series (other than the Series 2006 Bonds, as to which specific provision is made in Section In the absence of any such provision with respect to the Bonds of any particular series, Bonds shall be in the denomination of $5,000 or any integral multiple thereof, of a single Stated Maturity. 2.05. Execution, Authentication and Delivery. Each Bond shall be executed on behalf of the City by the manual or facsimile signature of the Mayor, and attested by the signature of the City Clerk and Finance Director/Treasurer (or other officers of the City authorized by City Resolution); provided that if required by applicable laws, one such signature on each Bond shall be a manual signature. The seal of the City need not be affixed to or imprinted on any Bond. Any Bond bearing the manual or facsimile signature of an individual who was at any time an appropriate officer of the City shall be valid and sufficient for all purposes, regardless whether such individual held such office as of the date of sale, issue or delivery of such Bond or certificate. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this Resolution unless and until a certificate of authentication on such Bond has been duly executed by the manual signature of an authorized representative of the Bond Registrar. Certificates of authentication on each Bond need not be signed by the same representative. The executed certificate of authentication on each Bond shall be conclusive evidence that it has been authenticated and delivered under this Resolution and in accordance with the provisions hereof. 2.06. Temporary Bonds. Pending the preparation of definitive Bonds, the City, if authorized by law, may execute and deliver, temporary Bonds which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any denomination, substantially of the tenor of the definitive Bonds in lieu of which they are issued, in registered form, and with such appropriate insertions, omissions, substitutions and other variations as the officers of the City executing such Bonds may determine, as evidenced by their signing of such Bonds. If temporary Bonds are issued, the City will cause definitive Bonds to be prepared without unreasonable delay. After the preparation of definitive Bonds, the temporary Bonds shall be exchangeable for definitive Bonds upon surrender of the temporary Bonds, without charge to the Owner. Upon surrender for cancellation of any one or more temporary Bonds the City shall execute and deliver in exchange therefor a like principal amount of definitive Bonds of authorized denominations. Until so exchanged the temporary Bonds shall in all respects be entitled to the security and benefits under this Resolution, and interest thereon, when and as payable, shall be paid to the bearers of the temporary Bonds upon presentation thereof for notation of such payment thereon, unless such temporary Bonds shall be fully registered Bonds. ---PAGE BREAK--- 10 Section 3. The Series 2006 Bonds. 3.01. Denomination, Maturities, Payment and Date of Series 2006 Bonds. The Series 2006 Bonds to be issued hereunder, in the aggregate principal amount of $3,530,000, shall be denominated “Tax Increment Urban Renewal Revenue Bonds, Series 2006 (Urban Renewal District II),” shall be issued as fully registered bonds of single Stated Maturities in any denomination which is an integral multiple of $5,000. The Stated Maturities of the Series 2006 Serial Bonds shall be on July 1 in the years 2007 to 2016, and the Stated Maturities of the Series 2006 Term Bonds shall be July 1, 2021, July 1, 2026, and July 1, 2031. The Series 2006 Bonds shall bear interest from August 15, 2006 until paid or discharged at the annual rates set forth opposite the Stated Maturity of each Series 2006 Bond, as follows: Stated Maturity (July 1) Principal Amount Interest Rate 2007 $ 100,000 4.500% 2008 85,000 4.500 2009 85,000 4.500 2010 90,000 4.500 2011 95,000 4.500 2012 100,000 4.500 2013 105,000 4.500 2014 110,000 4.500 2015 110,000 4.500 2016 120,000 4.500 2021* 675,000 4.500 2026* 850,000 5.125 2031* 1,075,000 4.750 *Term bond subject to mandatory sinking fund redemption as set forth in Section 3.04(b) below. Interest shall be calculated on the basis of a year of 360 days composed of twelve 30-day months. The Series 2006 Bonds shall be issuable only in fully registered form, and the ownership of the Series 2006 Bonds shall be transferred only upon the Bond Register of the City hereinafter described. Principal of and interest on the Series 2006 Bonds are payable in lawful money of the United States of America. Principal and premium, if any, shall be payable by check or draft drawn on the Paying Agent hereinafter described upon presentation and surrender of the Series 2006 Bonds at maturity or upon redemption at the principal office of the Paying Agent. Interest on the Series 2006 Bonds shall be payable on January 1 and July 1 in each year, commencing January 1, 2007, by check or draft of the Paying Agent mailed to the owners of record thereof as such appear in the Bond Register as of the close of business on the fifteenth day of the immediately preceding month, whether or not such day is a Business Day. Each Series 2006 Bond shall bear an original issue date as of August 15, 2006. Upon delivery of the Series 2006 Bonds to the Original Purchaser thereof pursuant to Section 3.05 or upon the delivery of Series 2006 Bonds upon a transfer or exchange pursuant to Section 3.02, the Bond Registrar shall date each such Series 2006 Bond so delivered as of the date of its authentication. ---PAGE BREAK--- 11 3.02. System of Registration. The City shall appoint, and shall maintain, a bond registrar, transfer agent and paying agent for the Series 2006 Bonds (the Bond Registrar). This Section 3.02 shall establish a system of registration for the Series 2006 Bonds as defined in the Model Public Obligations Registration Act of Montana, and shall govern in the event provisions of the Resolution relating to registration, transfer or exchange of Series 2006 Bonds are inconsistent herewith, except as otherwise provided in Section 3.08. The effect of registration and the rights and duties of the City and the Bond Registrar with respect thereto shall be as follows: Bond Register. The Bond Registrar shall keep at its principal office a Bond Register in which the Bond Registrar shall provide for the registration of ownership of Series 2006 Bonds and the registration of transfers and exchanges thereof. Transfer. Upon surrender for transfer of any Series 2006 Bond duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory to the Bond Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Bond Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Series 2006 Bonds of the same series and a like aggregate principal amount, interest rate and maturity as requested by the transferor. The Bond Registrar may, however, close the books for registration of the transfer of any Series 2006 Bond or portion thereof selected or called for redemption. Exchange. Whenever any Series 2006 Bond is surrendered by the registered owner for exchange, the Bond Registrar shall authenticate and deliver one or more new Series 2006 Bonds of the same series and a like aggregate principal amount, interest rate and maturity, as requested by the registered owner or the owner’s attorney in writing. Cancellation. All Series 2006 Bonds surrendered upon any transfer or exchange shall be cancelled by the Bond Registrar and thereafter disposed of as directed by the City. Improper or Unauthorized Transfer. When any Series 2006 Bond is presented to the Bond Registrar for transfer, the Bond Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Series 2006 Bond or separate instrument of transfer is legally authorized. The Bond Registrar shall incur no liability for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. Persons Deemed Owners. The City and the Bond Registrar may treat the Person in whose name any Series 2006 Bond is at any time registered in the Bond Register as the absolute owner of such Series 2006 Bond, whether such Series 2006 Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of, premium, if any, and interest on such Series 2006 Bond and for all other purposes, and all such payments so made to any such registered owner or upon the owner’s order shall be valid and effectual to satisfy and discharge the liability of the City upon such Series 2006 Bond to the extent of the sum or sums so paid. Taxes, Fees and Charges. For every transfer or exchange of Series 2006 Bonds (except upon a partial redemption of a Series 2006 Bond pursuant to Section 3.04), the Bond Registrar may impose a charge upon the owner thereof sufficient to reimburse the Bond Registrar for any tax, fee or other governmental charge required to be paid with respect to such transfer or exchange. ---PAGE BREAK--- 12 Mutilated, Lost, Stolen or Destroyed Series 2006 Bonds. In case any Series 2006 Bond shall become mutilated or be lost, stolen or destroyed, the Bond Registrar shall deliver a new Series 2006 Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of any such mutilated Series 2006 Bond or in lieu of and in substitution for any such Series 2006 Bond lost, stolen or destroyed, upon the payment of the reasonable expenses and charges of the Bond Registrar in connection therewith; and, in the case of a Series 2006 Bond lost, stolen or destroyed, upon filing with the Bond Registrar of evidence satisfactory to it that such Series 2006 Bond was lost, stolen or destroyed, and of the ownership thereof, and upon furnishing to the Bond Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory to it, in which both the City and the Bond Registrar shall be named as obligees. All Series 2006 Bonds so surrendered to the Bond Registrar shall be cancelled by it and evidence of such cancellation shall be given to the City. If the mutilated, lost, stolen or destroyed Series 2006 Bond has already matured or such Series 2006 Bond has been called for redemption in accordance with its terms, it shall not be necessary to issue a new Series 2006 Bond prior to payment. 3.03. Initial Bond Registrar and Paying Agent. The City hereby appoints U. S. Bank National Association, of Seattle, Washington, as the initial Bond Registrar and the Paying Agent for the Series 2006 Bonds. The City reserves the right to appoint a successor Bond Registrar or Paying Agent, and the City agrees to pay the reasonable and customary charges of the Bond Registrar and the Paying Agent for the services performed. Upon merger or consolidation of a bank or trust company that is acting as the Bond Registrar or the Paying Agent, if the resulting corporation is a bank or trust company authorized by law to conduct such business, such corporation shall be authorized to act as successor Bond Registrar or Paying Agent, as the case may be. The City reserves the right to remove any Bond Registrar or Paying Agent upon 30 days’ notice and upon the appointment of a successor Bond Registrar or Paying Agent, in which event the predecessor Bond Registrar or Paying Agent shall deliver all cash and Series 2006 Bonds in its possession as Bond Registrar or Paying Agent to the successor Bond Registrar or Paying Agent and shall deliver the Bond Register to the successor Bond Registrar. On or before each principal or interest due date, without further order of this Council, the Finance Director/Treasurer shall transmit to the Bond Registrar, solely from money in the Bond Account of the Tax Increment Fund available therefor, money sufficient for the payment of all principal, premium, if any, and interest then due on the Series 2006 Bonds. 3.04. Redemption. Optional Redemption of Series 2006 Bonds. The Bonds with stated maturities on or before July 1, 2018 shall not be subject to optional redemption prior to maturity, but Bonds having stated maturity dates in the years 2021 and later years, in addition to being subject to mandatory sinking fund redemption, are each subject to redemption and prepayment at the option of the City, in whole or in part, and if in part in principal amounts and from Stated Maturities selected by the City, and within a Stated Maturity in $5,000 principal amounts selected by lot or such other manner as determined by the Paying Agent, on July 1, 2018 and any date thereafter, at a price equal to the principal amount thereof to be redeemed plus interest accrued to the redemption date, without premium. ---PAGE BREAK--- 13 Mandatory Sinking Fund Redemption of Series 2006 Term Bonds. The Series 2006 Bonds having Stated Maturities in 2021, 2026, and 2031 are subject to mandatory sinking fund redemption on July 1 in the respective years and the respective principal amounts set forth below, in $5,000 principal amounts selected by the Bond Registrar, by lot or other manner it deems fair, at a redemption price equal to the principal amount thereof to be redeemed plus interest accrued thereon to the redemption date: Stated Maturity of Term Bonds (July 1) Sinking Fund Payment Date (July 1) Principal Amount on Sinking Fund Payment Date 2021 2017 $125,000 $145,000 2018 130,000 2019 135,000 2020 140,000 2026 2022 $155,000 $185,000 2023 160,000 2024 170,000 2025 180,000 2031 2027 $195,000 $235,000 2028 205,000 2029 215,000 2030 225,000 The Bond Registrar shall select the Series 2006 Term Bonds to be redeemed on each Sinking Fund Payment Date in accordance with Section 3.02, and the Series 2006 Bonds selected by the Bond Registrar shall become due and payable on such date. The City may reduce the amount of any Mandatory Sinking Fund Payment payable on any Sinking Fund Payment Date or Dates by an amount equal to the principal amount of Outstanding Series 2006 Term Bonds then to be redeemed that shall be surrendered uncancelled by the City to the Bond Registrar; provided that the City shall have surrendered such Series 2006 Term Bonds to the Bond Registrar not less than forty-five days before the first such Sinking Fund Payment Date, together with a City Certificate stating its election to use such Series 2006 Term Bonds for such purpose and designating the Sinking Fund Payment Date or Dates as to which such credit is to be applied (if no such designation is made, such credits shall be applied in inverse order of Sinking Fund Payment Dates). In such case, the City may reduce the amount of Series 2006 Bonds to be redeemed on the Sinking Fund Payment Date or Dates so determined by the principal amount of Series 2006 Term Bonds so surrendered by the City. If Series 2006 Term Bonds are redeemed at the option of the City pursuant to Subsection of this Section 3.02, the Series 2006 Bonds so optionally redeemed may, at the option of the City, be applied as a credit against any subsequent Mandatory Sinking Fund Payment or Payments with respect to Series 2006 Term Bonds, such credit to be equal to the principal amount of such Series 2006 Term Bonds redeemed pursuant to Subsection of this Section 3.02; provided that the City shall have delivered to the Bond Registrar not less than forty-five (45) days before the first such Sinking Fund Payment Date a ---PAGE BREAK--- 14 City Certificate stating its election to apply such Series 2006 Term Bonds as such a credit and designating the Sinking Fund Payment Date or Dates as to which such credit is to be applied (if no such designation is made, such credits shall be applied in inverse order of Sinking Fund Payment Dates). In such case, the City may reduce the amount of Series 2006 Bonds to be redeemed on the Sinking Fund Payment Date or Dates so determined by the principal amount of Series 2006 Bonds of the same Stated Maturity so redeemed pursuant to Subsection of this Section 3.02. Any credit given to Mandatory Sinking Fund Payments pursuant to this Section 3.02(b) shall not affect any other Mandatory Sinking Fund Payments, which shall remain payable as otherwise provided in this Section 3.02(c), unless and until another credit is given in accordance with the provisions hereof. Notice of Redemption. The Finance Director/Treasurer shall cause notice of redemption, stating the series, the amount, the serial numbers, the maturities, the CUSIP numbers and the interest rates of the Series 2006 Bonds or portions thereof called for redemption, to be mailed to the Bond Registrar, the Paying Agent and to the registered owner of each Series 2006 Bond to be redeemed at his address shown in the Bond Register not less than 30 days before the redemption date therefor; provided that any defect in or failure to give such mailed notice shall not affect the validity of proceedings for the redemption of any Series 2006 Bond not affected thereby. Notice of the call of any Series 2006 Bond for redemption having been mailed as herein provided, and funds sufficient for the payment thereof with accrued interest having been deposited with the Paying Agent on or before the redemption date, interest on such Series 2006 Bond shall cease to accrue on said date, and the Owner shall have no further rights with respect thereto or under the Resolution except to receive the redemption price so deposited. In addition to the notice prescribed by the preceding paragraph, the Finance Director/Treasurer shall also give, or cause the Bond Registrar to give, notice of the redemption of any Series 2006 Bond or Bonds or portions thereof at least 35 days before the Redemption Date by certified mail, telecopy or express delivery service to the Original Purchaser of the Series 2006 Bonds and all registered securities depositories then in the business of holding substantial amounts of obligations of the character of the Series 2006 Bonds (such depositories now being The Depository Trust Company, of New York, New York) and the one or more national information services that disseminate information regarding municipal bond redemptions; provided that any defect in or any failure to give any notice of redemption prescribed by this paragraph shall not affect the validity of the proceedings for the redemption of any Series 2006 Bond or portion thereof. 3.05. Execution and Delivery of Series 2006 Bonds. The Series 2006 Bonds shall be forthwith prepared for execution under the direction of the City Clerk, at the expense of the City, and shall be executed on behalf of the City and authenticated as provided in Section 2.05. When the Series 2006 Bonds have been fully executed and authenticated, they shall be delivered by the Bond Registrar to the Original Purchaser thereof upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and the Original Purchaser thereof shall not be obligated to see to the application of the purchase price. 3.06. Form of Series 2006 Bonds. The Series 2006 Bonds shall be in substantially the form set forth in Exhibit B hereto (which is hereby incorporated herein and made a part hereof), with such appropriate variations, omissions and insertions as are permitted or required by this Resolution. 3.07. Transcript Certification. The officers of the City are directed to furnish to the Original Purchaser of the Series 2006 Bonds and to Bond Counsel certified copies of all proceedings and information in their official records relevant to the authorization, sale and issuance of the Series 2006 Bonds, and such certificates and affidavits as to other matters appearing in their official records or otherwise known to them as may be reasonably required to evidence the validity and security of the Series ---PAGE BREAK--- 15 2006 Bonds, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations and recitals of the City as to the correctness of all facts stated therein and the completion of all proceedings stated therein to have been taken. 3.08. Securities Depository. For purposes of this Section 3.08, the following terms shall have the following meanings: “Beneficial Owner” shall mean, whenever used with respect to a Series 2006 Bond, the Person in whose name such Series 2006 Bond is recorded as the beneficial owner of such Series 2006 Bond by a Participant on the records of such Participant, or such Person’s subrogee. “CEDE & Co.” shall mean CEDE & CO., the nominee of DTC, and any successor nominee of DTC with respect to the Series 2006 Bonds. “DTC” shall mean The Depository Trust Company, of New York, New York. “Participant” shall mean any broker-dealer, bank or other financial institution for which DTC holds Series 2006 Bonds as securities depository. “Representation Letter” shall mean the Blanket Issuer Letter of Representation executed by the City to DTC pursuant to which the City agrees to comply with DTC’s Operational Arrangements. The Series 2006 Bonds shall be initially issued as separately authenticated fully registered bonds, and one Series 2006 Bond shall be issued in the principal amount of each Stated Maturity of the Series 2006 Bonds. Upon initial issuance, the ownership of such Series 2006 Bonds shall be registered in the Bond Register in the name of Cede & Co., as nominee of DTC. The Bond Registrar, Paying Agent and the City may treat DTC (or its nominee) as the sole and exclusive owner of the Series 2006 Bonds registered in its name for the purposes of payment of the principal of or interest on the Series 2006 Bonds, selecting the Series 2006 Bonds or portions thereof to be redeemed, if any, giving any notice permitted or required to be given to registered owners of Series 2006 Bonds under this resolution, registering the transfer of Series 2006 Bonds, and for all other purposes whatsoever; and neither the Bond Registrar, Paying Agent nor the City shall be affected by any notice to the contrary. Neither the Bond Registrar, Paying Agent nor the City shall have any responsibility or obligation to any Participant, any Person claiming a beneficial ownership interest in the Series 2006 Bonds under or through DTC or any Participant, or any other Person which is not shown on the Bond Register as being a registered owner of any Series 2006 Bonds, with respect to the accuracy of any records maintained by DTC or any Participant, with respect to the payment by DTC or any Participant of any amount with respect to the principal of or interest on the Series 2006 Bonds, with respect to any notice which is permitted or required to be given to owners of Series 2006 Bonds under this resolution, with respect to the selection by DTC or any Participant of any Person to receive payment in the event of a partial redemption of the Series 2006 Bonds, or with respect to any consent given or other action taken by DTC as registered owner of the Series 2006 Bonds. So long as any Series 2006 Bond is registered in the name of Cede & Co., as nominee of DTC, the Paying Agent shall pay all principal of and interest on such Series 2006 Bond, and shall give all notices with respect to such Series 2006 Bond, only to Cede & Co. in accordance with DTC’s Operational Arrangements, and all such payments shall be valid and effective to fully satisfy and discharge the City’s obligations with respect to the principal of and interest on the Series 2006 Bonds to the extent of the sum or sums so paid. No Person other than DTC shall receive an authenticated Series 2006 Bond for each separate stated maturity evidencing the obligation of the City to make payments of principal and interest. Upon delivery by DTC to the Bond Registrar of written notice to the effect that ---PAGE BREAK--- 16 DTC has determined to substitute a new nominee in place of Cede & Co., the Series 2006 Bonds will be transferable to such new nominee in accordance with paragraph hereof. In the event the City determines to discontinue the book-entry only system, the City may notify DTC and the Bond Registrar and Paying Agent, whereupon DTC shall notify the Participants of the availability through DTC of Series 2006 Bonds in the form of certificates. In such event, the Series 2006 Bonds will be transferable in accordance with paragraph hereof. DTC may determine to discontinue providing its services with respect to the Series 2006 Bonds at any time by giving notice to the City, the Paying Agent and the Bond Registrar and discharging its responsibilities with respect thereto under applicable law. In such event the Series 2006 Bonds will be transferable in accordance with paragraph hereof. In the event that any transfer or exchange of Series 2006 Bonds is permitted under paragraph or hereof, such transfer or exchange shall be accomplished upon receipt by the Bond Registrar of the Series 2006 Bonds to be transferred or exchanged and appropriate instruments of transfer to the permitted transferee in accordance with the provisions of this resolution. In the event Series 2006 Bonds in the form of certificates are issued to owners other than Cede & Co., its successor as nominee for DTC as owner of all the Series 2006 Bonds, or another securities depository as owner of all the Series 2006 Bonds, the provisions of this resolution shall also apply to all matters relating thereto, including, without limitation, the printing of such Series 2006 Bonds in the form of bond certificates and the method of payment of principal of and interest on such Series 2006 Bonds in the form of bond certificates. 3.09. Application of Proceeds and Other City Funds. The City shall deposit the proceeds of the sale of the Series 2006 Bonds (including accrued interest thereon from the date from which interest is to be paid thereon to the date of delivery to the Original Purchaser thereof) as follows: Deposit to the credit of the Interest Account in the Tax Increment Fund the amount of interest accrued on the Series 2006 Bonds from August 15, 2006 to the date of delivery thereof; Deposit a sufficient amount to the Reserve Account as to cause the balance therein to equal the Reserve Requirement in respect of the Series 2006 Bonds; and Deposit the balance of the proceeds of the Series 2006 Bonds in the Acquisition and Construction Account in the Tax Increment Fund to be used to pay costs of the 2006 Project and to pay costs of issuance of the Series 2006 Bonds. Section 4. Additional Bonds. 4.01. General Provisions. In addition to the Series 2006 Bonds, whose issuance and delivery is provided for in Section 3, Additional Bonds may at any time and from time to time be issued, sold and delivered by the City but only upon compliance with the conditions of, Sections 4.02 and 4.03, whichever may be applicable, and upon filing with the City Clerk the following: A. A Supplemental Resolution authorizing the issuance and creating the designated series of Additional Bonds and the sale thereof to the Original Purchaser or Purchasers named therein for the purchase price set forth therein; B. A certificate executed by the Mayor and the Finance Director/Treasurer stating that upon the issuance of the Additional Bonds, no default hereunder has occurred and is continuing ---PAGE BREAK--- 17 which would not be cured upon the issuance of the Additional Bonds and application of the proceeds thereof. C. An Opinion of Bond Counsel (who may rely on factual representations of the City and which opinion may be qualified by customary qualifications and exceptions) stating that: all conditions precedent provided for in this Resolution relating to the issuance and delivery of such Additional Bonds have been complied with, including any conditions precedent specified in this Section; the series of Additional Bonds when issued and delivered by the City will be valid and binding special, limited obligations of the City in accordance with their terms and entitled to the benefits of and secured by this Resolution; and the issuance of such Additional Bonds will not affect the tax-exempt nature for federal income tax purposes of the Bonds then Outstanding. No Additional Bonds shall be issued unless, immediately after the issuance thereof and the application of the proceeds thereof the balance on hand in the Reserve Account will be at least equal to the Reserve Requirement after giving effect to the issuance of such Additional Bonds. Any Additional Bonds shall be dated, shall bear interest at a rate or rates not exceeding the maximum rate, if any, permitted by law, shall have Stated Maturities, and may be subject to redemption at such times and prices and on such terms and conditions, all as may be provided by the Supplemental Resolution authorizing their issuance. All Additional Bonds issued pursuant to Sections 4.02 and 4.03 shall be payable and secured ratably and equally and on a parity with the Series 2006 Bonds and any Additional Bonds theretofore issued, entitled to the same benefits and security of this Resolution. 4.02. Additional Bonds To Pay the Cost of Projects. Additional Bonds may be issued under this Section 4.02, at one time or from time to time, subject to the conditions provided in Section 4.01 and this Section 4.02, for the purpose of providing funds, in an aggregate amount sufficient with any other funds available and committed therefor to pay the cost of one or more Projects. Before any Additional Bonds shall be issued under this Section 4.02, the City shall adopt a Supplemental Resolution authorizing the issuance of such series of Additional Bonds, fixing the amount and the details thereof, describing in brief and general terms the Projects to be acquired, constructed, altered or improved and estimating the costs thereof. In addition, prior to the execution and delivery of any series of Additional Bonds under this Section 4.02, there shall be filed with the City Clerk: A certificate executed by the Mayor and the Finance Director/Treasurer stating: the estimated cost of the Projects being financed thereby, including an allowance for contingencies and all fees, expenses and financing costs, (ii) the amount, if any, which will be required to be deposited to the credit of the Reserve Account in connection with the issuance of the Additional Bonds, (iii) the amount, if any, which will be required to be credited to the Bond Account to pay interest on the Additional Bonds prior to collection of sufficient Pledged Tax Increment available therefor, (iv) the amount of Pledged Tax Increment received by the City in the last completed Fiscal Year, the amount of the maximum Principal and Interest Requirements on the Outstanding Bonds and the Additional Bonds proposed to be issued for any future Fiscal Year during the term of the Outstanding Bonds, and (vi) that the principal ---PAGE BREAK--- 18 amount of such Additional Bonds is sufficient to provide for the payment of all estimated costs of Projects to be financed thereby and credits to the Reserve Account and Bond Account as set forth above; and a certificate executed by the Mayor and the Finance Director/Treasurer stating that: the Pledged Tax Increment received by the City in the last completed Fiscal Year was equal to at least 130% of the maximum Principal and Interest Requirements for any future calendar year (during the term of the Outstanding Bonds) with respect to Outstanding Bonds and the Additional Bonds proposed to be issued; and (ii) the Pledged Tax Increment received by the City in the last completed Fiscal Year, adjusted as provided in this Section 4.02(b)(ii), was, and the Pledged Tax Increment estimated to be received in the next succeeding three Fiscal Years, adjusted as provided in Section 4.02(c), is estimated to be, equal to at least 140% of the maximum Principal and Interest Requirements for any future calendar year (during the term of the Outstanding Bonds) with respect to the Outstanding Bonds and the Additional Bonds proposed to be issued. For this purpose, the Pledged Tax Increment received by the City in the last completed Fiscal Year may be adjusted by adding any increase in Pledged Tax Increment which would have resulted from applying the aggregate tax rates of the Taxing Bodies effective for the last completed Fiscal Year to the value, as determined by certification of the County Assessor, of any projects which have been completed in the Urban Renewal Area (but not on the Excluded Property) before the date of issuance of the Additional Bonds and the taxable values of which as so completed are not included in the “actual taxable value” of the Urban Renewal Area (exclusive of the Excluded Property) (within the meaning of the Act). The Council shall approve and confirm the findings and estimates set forth in the above-described certificates in the Supplemental Resolution authorizing the issuance of the Additional Bonds. For purposes of the foregoing paragraph in estimating the Pledged Tax Increment to be received in any future Fiscal Year, the Mayor and the Finance Director/Treasurer shall assume that: 90% of the Taxes levied in the Urban Renewal Area will be collected in any Fiscal Year, no Taxes delinquent in a prior Fiscal Year will be collected in any subsequent Fiscal Year and there will be no increase in the Pledged Tax Increment to be received in any future Fiscal Year resulting from projected inflation in property values or projected increases in Taxes; the completion of improvements to real property which are under construction at the time of the issuance of the Additional Bonds unless the improvements are substantially completed at the time of the issuance of the Additional Bonds and the Mayor and Finance Director/Treasurer reasonably believe that the improvements will be completed within the period for which the estimate is to be made; the completion of an improvement to real estate for which construction has not commenced or is not substantially completed at the time of the issuance of the Additional Bonds unless the City has entered into an agreement with the Person undertaking the improvement wherein the Person agrees to complete the improvement in accordance with a described plan and within the period for which the estimate is to be made and to pay and satisfactorily secure to the City, in the event the improvement is not completed in accordance with the described plan, the difference between the estimated Pledged Tax Increment to be derived from such improvement and the actual Pledged Tax Increment derived therefrom (adjusted upwards to reflect reductions in the mill rates from those assumed in the estimate), and (ii) the Mayor and Finance Director/Treasurer reasonably believe the improvement will be completed within the period for which the estimate is to be made; or improvements to be completed later than the end of the second full Fiscal Year following the issuance of the Additional Bonds. In estimating the Pledged Tax Increment to be derived from future development, ---PAGE BREAK--- 19 the City shall assume the taxable value of the development upon completion to be 66-2/3% of the estimated taxable valuation. 4.03. Additional Bonds for Refunding Purposes. Additional Bonds may be issued at any time or from time to time, subject to the conditions hereinafter stated in this Section 4.03, for the purpose of providing funds, with any other funds available and committed therefor, for paying at, or redeeming prior to, their Stated Maturities any Outstanding Bonds, including the payment of any redemption premium thereon and interest which will accrue on such Bonds to any Redemption Date or the Stated Maturities thereof, and any expenses in connection with such financing. Such Additional Bonds shall be designated substantially as the Bonds to be refunded, with the addition of the term “Refunding”. Prior to authentication and delivery of any Additional Bonds under this Section 4.03 there shall be filed with the City Clerk such documents as shall be required to show that provisions have been duly made in accordance with the provisions of this Resolution for the redemption of all of the Outstanding Bonds to be refunded. The City shall not deliver any Additional Bonds under this Section 4.03 unless there shall be filed with the City Clerk: a report of an Independent Accountant to the effect that the proceeds (excluding accrued interest but including any premium) of the Additional Bonds plus any moneys to be withdrawn from the Bond Account for such purpose, together with any other funds deposited for such purpose, will be not less than an amount sufficient to pay the principal of and redemption premium, if any, on the Outstanding Bonds to be refunded and the interest which will become due and payable on and prior to the Redemption Date or Stated Maturities of the Bonds to be refunded, or from such proceeds there shall be deposited in trust, Government Obligations which do not permit the redemption thereof at the option of the issuer, the principal of and the interest on which when due and payable (or redeemable at the option of the holder thereof) will provide, together with any other moneys which shall have been deposited in trust irrevocably for such purpose, but without reinvestment, sufficient moneys to pay such principal, redemption premium and interest; (ii) an opinion of Bond Counsel to the effect that the issuance of such Additional Bonds will not prejudice the exclusion from gross income for purposes of federal income taxation of the interest accruing on any of the Outstanding Bonds; and (iii) if Additional Bonds are issued to refund Subordinate Obligations issued pursuant to Section 4.04, the conditions for the issuance of Additional Bonds pursuant to Section 4.02 be satisfied. 4.04. Subordinate Obligations. Except as provided in Sections 4.01 to 4.03, no bonds, notes or other evidence of indebtedness of the City will be issued under or secured by the provisions of this Resolution, and no bonds, notes or other evidence of indebtedness will be made payable from the Bond Account, unless the pledge and appropriation of such Tax Increment for the payment and security of such bonds, notes or other evidence of indebtedness is expressly subordinated to the pledge and appropriation made for the benefit and security of the Series 2006 Bonds and all Additional Bonds issued and to be issued under and secured by this Resolution in accordance with Sections 4.01 to 4.03. In the event of the issuance of any such Subordinate Obligations, the principal, interest and redemption premiums thereon will be made payable from one or more additional accounts created within the General Tax Increment Funds for that purpose, and the balance of funds at any time on hand in any such accounts shall be ---PAGE BREAK--- 20 available and shall be transferred whenever needed to meet the current requirements of the Bond Account and Reserve Account set forth in Sections 5.03 and 5.04. 4.05. Notes. When and if the City has established that all of the conditions precedent to the issuance of a series of Additional Bonds have been satisfied (assuming a specified principal amount, maturity schedule and interest rate to be borne by such Additional Bonds), the City may, after authorizing the issuance of such series of Additional Bonds but in lieu of issuing such series of Additional Bonds, issue a series of special, limited Notes, denominated as “Bond Anticipation Notes,” which shall have a Stated Maturity not more than three years from their date of original issue and which shall be secured by a lien on the Tax Increment subordinate to all Outstanding Bonds except that at their Stated Maturity they shall be paid as to principal and interest to the extent required from the proceeds of the series of Additional Bonds in anticipation of which they were issued or, if for any reason the City has been unable to sell and issue that series of Additional Bonds, then, at the option of the holders of such Notes, Bonds of such series of Additional Bonds shall be issued to the Holders of the Notes, in exchange therefor, on a par-for-par basis, without the necessity for meeting the other requirements of this Section 4 in respect of such Additional Bonds. Section 5. The General Tax Increment Funds. 5.01. Bond Proceeds and Tax Increment Pledged and Appropriated. Within the City’s Urban Renewal District II Tax Increment Fund, the City hereby establishes on its books and records three funds designated as the General Tax Increment Capital Project Fund, the General Tax Increment Bond Fund and the General Tax Increment Development Fund (collectively, the General Tax Increment Funds) related to the Series 2006 Bonds and any Additional Parity Bonds (the Bonds). The General Tax Increment Funds shall be maintained as separate and special bookkeeping accounts on the official books and records of the City until all Bonds have been fully paid, or the City’s obligation with reference to all Bonds has been discharged as provided in this Resolution. All proceeds of Bonds and all other funds hereafter received or appropriated for purposes of the Projects are appropriated to the General Tax Increment Funds. All Pledged Tax Increment is irrevocably pledged and appropriated and shall be credited as received to the General Tax Increment Bond Fund. The Bonds shall be secured by a first pledge of and lien on all of the Pledged Tax Increment and of all other moneys from time to time in the General Tax Increment Funds in the manner and to the extent provided in this Section 5. The City shall not issue any obligation or security superior to or on a parity with the Series 2006 Bonds, payable or secured, in whole or in part, from or by the Pledged Tax Increment other than Additional Bonds issued pursuant to Section 4, until all of the Series 2006 Bonds have been paid or discharged as provided herein. The General Tax Increment Funds shall be subdivided into separate accounts as designated and described in Sections 5.03 to 5.06. 5.02. Tax Increment Receipts. All Pledged Tax Increment received by the City and credited to the General Tax Increment Bond Fund, as required in Section 5.01, shall be credited as received as follows: first, to the Interest Account, until the balance on hand in the Interest Account is at least equal to all interest on Bonds due and payable from the Interest Account within the next six full calendar months; second, after any credit to the Interest Account required by the preceding clause, to the Sinking Fund Account, until the balance on hand in the Sinking Fund Account is at least equal to all principal of and premium, if any, on Outstanding Bonds due and payable from the Sinking Fund Account (including amounts due and payable on a Sinking Fund Payment Date) within the next twelve full calendar months; third, after any credit to the Interest Account or the Sinking Fund Account required by the preceding clauses, to the Reserve Account until the balance on hand in the Reserve Account is equal to the Reserve Requirement; and fourth, after any credit to the Interest Account, the Sinking Fund Account or the Reserve Account required by the preceding clauses, to the General Tax Increment Development Fund. ---PAGE BREAK--- 21 5.03. Construction Account. For each Project there shall be a separate Construction Account within the General Tax Increment Capital Project Fund, to be used only to pay allowed costs as incurred, which under accepted accounting principles are costs of the particular Project, including but not limited to payments due for work and materials performed and delivered under construction contracts, architectural, engineering, inspection, supervision, fiscal and legal expenses, the cost of lands and easements, and other interests in land, interest accruing on Bonds during the period of construction of a Project financed thereby and for a period of time thereafter authorized by the Act and deemed necessary by the Council, if and to the extent that the Interest Account is not sufficient for payment of such interest, reimbursement of any advances made from other City funds, and all other expenses incurred in connection with the acquisition, construction and financing of the Project. To the Construction Account shall be credited as received all proceeds of Bonds issued to finance such Project, except amounts otherwise appropriated in Section 3.09 or in a Supplemental Resolution or received from Additional Bonds issued to refund Outstanding Bonds pursuant to Section 4 and all other funds appropriated by the City for the Project, and all income received from the investment of the Construction Account. Upon completion of any Project and payment of the cost thereof, the City may transfer any money then remaining in the Construction Account for that Project, if permitted by the Act and if such transfer will not adversely affect the tax exemption of interest on the series of Bonds that financed the Project, to the General Tax Increment Development Fund. Money in the Construction Account shall be transferred as needed to the Interest Account to pay interest on Bonds payable therefrom to the extent moneys therein are insufficient. 5.04. Bond Account. General. The Bond Account is hereby established as a special account within the General Tax Increment Bond Fund. There are hereby established within the Bond Account two separate subaccounts, designated as the Interest Account and the Sinking Fund Account. Interest Account. There shall be credited to the Interest Account the following amounts: the amount specified in clause of Section 3.09; (ii) any amount specified in any Supplemental Resolution to be credited to the Interest Account; (iii) from the Pledged Tax Increment as received by the City, the amount specified in clause of Section 5.02; and (iv) any other amounts appropriated from time to time to the Interest Account. On or before each Interest Payment Date, the City shall withdraw from the Interest Account an amount sufficient to pay the interest coming due on the Bonds on such Interest Payment Date, and shall use such amount to pay, or make provision with the Paying Agent for the payment of, interest on the Bonds on such Interest Payment Date. If on any Interest Payment Date the balance in the Interest Account is not sufficient to pay the total amount of interest due on such Interest Payment Date, the City shall transfer any money then on hand in the General Tax Increment Development Fund, the Construction Account, the Reserve Account or the Sinking Fund Account, in the order listed and in an amount equal to such deficiency, to the Interest Account. All income derived from the investment of amounts in the Interest Account shall be credited as received to the Interest Account. Sinking Fund Account. There shall be credited to the Sinking Fund Account the following amounts: any amount specified in a Supplemental Resolution to be credited to the Sinking Fund Account; (ii) from the Pledged Tax Increment as received by the City, the amount specified in clause of Section 5.02; investment income from the Reserve Account as provided in Section 5.05; and (iv) any other amounts appropriated from time to time to the Sinking Fund Account. ---PAGE BREAK--- 22 Amounts on hand in the Sinking Fund Account shall be used on any Interest Payment Date to make up a deficiency in the Interest Account, if and to the extent required by the third subparagraph of paragraph of this Section. On or before each Principal Payment Date, the City shall withdraw from the Sinking Fund Account an amount sufficient to pay the principal due on the Bonds on such Principal Payment Date, and shall use such amount to pay, or make provision with the Paying Agent for the payment of, principal of the Bonds on such Principal Payment Date, whether a Stated Maturity or a Sinking Fund Payment Date. If on any Principal Payment Date the balance in the Sinking Fund Account is not sufficient to pay the total amount of principal due on such Principal Payment Date, the City shall transfer any money then on hand in the General Tax Increment Development Fund, Construction Account or Reserve Account, in the order listed and in an amount equal to such deficiency, to the Sinking Fund Account. 5.05. Reserve Account. The Reserve Account is hereby established as a special account within the General Tax Increment Bond Fund. There shall be credited to the Reserve Account the following amounts: $250,500.00 from proceeds of the Series 2006 Bonds, as provided in Section 3.09; (ii) from the Pledged Tax Increment as received by the City, the amount specified in clause of Section 5.02; (iii) any amount specified in any Supplemental Resolution to be credited to the Reserve Account; and (iv) any other amounts appropriated from time to time to the Reserve Account. If on any Interest Payment Date or on any Principal Payment Date there shall exist, after the other transfers required by Sections 5.03(a) and a deficiency in the Interest Account or Sinking Fund Account, the City shall transfer from the Reserve Account to such account an amount equal to such deficiency. All income derived from the investment of amounts in the Reserve Account shall be credited as received to the Reserve Account until such time as the balance in the Reserve Account is equal to the Reserve Requirement, and thereafter all such investment income as received shall be transferred to the Sinking Fund Account. Money in the Reserve Account shall be used only to pay when due principal of, premium, if any, and interest on Bonds when the balance on hand in the Bond Account is insufficient therefor; provided that on any date when the balance then on hand in the Bond Account allocable to a series of Bonds, plus the balance then on hand in the Reserve Account allocable to the series of Bonds, is sufficient with other money available for the purpose to pay or discharge all Outstanding Bonds of that series and the interest accrued thereon in full, and the balance thereafter on hand in the Reserve Account will be at least equal to the Reserve Requirement for all Outstanding Bonds not to be discharged, it may be used for that purpose. In addition, amounts on hand in the Reserve Account may be used to make any arbitrage rebate payments due under Section 148(f) of the Code in respect of any Bonds if available mounts on hand in the General Tax Increment Development Fund are insufficient therefor. If at any time (including, but not limited to, any Principal Payment Date and any Redemption Date), the balance in the Reserve Account exceeds the Reserve Requirement, the City shall transfer such excess to the Sinking Fund Account. 5.06. General Tax Increment Development Fund. There shall be credited to the General Tax Increment Development Fund any and all Pledged Tax Increment remaining after the required credits to the Bond Account and Reserve Account, subject to the creation of any other accounts and the appropriation of Tax Increment thereto as provided in Sections 4.04 and 4.05, any investment income and other moneys in any of the accounts within the General Tax Increment Funds in excess of the ---PAGE BREAK--- 23 requirements of said accounts and which the City determines in its discretion to transfer to the General Tax Increment Development Fund. Money from time to time on hand in the General Tax Increment Development Fund shall be transferred to the Bond Account and Reserve Account as provided by Sections 5.04 and 5.05 and in addition may be used for any of the following purposes and not otherwise: to be transferred to the Construction Account to pay costs authorized to be paid therefrom; to pay costs incurred in connection with Projects within the Urban Renewal Area as authorized by the Act and approved by the Council; to make arbitrage rebate payments owing in respect of Bonds under Section 148(f) of the Code; to redeem or discharge Bonds prior to their Stated Maturities in accordance with the provisions of this Resolution or any Supplemental Resolution; to purchase Bonds on the open market; to pay, redeem or otherwise secure the payment of any Subordinate Obligations; and to pay to Taxing Bodies a portion of the annual Pledged Tax Increment received by the City pursuant to an agreement authorized by the Act; provided that the City may remit to Taxing Bodies pursuant to such an agreement only from Pledged Tax Increment received in the fiscal year and on hand in the General Tax Increment Development Fund, only if, on the date of remittance, the balance in the Reserve Account is not less than the Reserve Requirement and the funding requirements of the Bond Account have been satisfied, and only to the extent that the balance on deposit in the General Tax Increment Development Fund, after such remittance, is not less than 50% of the principal of and interest payable on Outstanding Bonds in the Fiscal Year such Pledged Tax Increment is received; and provided, further, that if the Constitution or laws of the State of Montana are amended to abolish or substantially reduce or eliminate real property taxation, and so long as replacement revenues are not available to pay principal of and interest on the Bonds in accordance with the provisions of Section 6.13, money in the General Tax Increment Development Fund is to be used, so long as any Bonds are Outstanding, solely for the payment of principal of, interest or premium, if any, on Outstanding Bonds, whether at their Stated Maturities, on a Redemption Date or otherwise, or to purchase Outstanding Bonds on the open market. 5.07. Investments. The Finance Director/Treasurer shall cause all moneys from time to time in the General Tax Increment Funds to be deposited as received with one or more depository banks duly qualified in accordance with the provisions of Montana Code Annotated, Section 7-6-201, as amended, and shall cause the balances in such accounts, except any part thereof covered by federal deposit insurance, to be secured by the pledge of bonds or securities of the kinds required by law, and no money shall at any time be withdrawn from such deposit accounts except for the purposes of the General Tax Increment Funds as defined and authorized by this Resolution. The funds to the credit of the several accounts within the General Tax Increment Funds may be commingled in one or more deposit accounts. The balance on hand in any of the accounts of the General Tax Increment Funds may at any time be invested and reinvested in Qualified Investments as provided below, maturing and bearing interest payable at the times and in the amounts estimated to be required to provide cash when needed for the purposes of the respective accounts; provided that the Reserve Account and General Tax Increment ---PAGE BREAK--- 24 Development Fund shall be invested in Qualified Investments maturing not later than five years from the date of investment. Income from the investment of the moneys in the various accounts shall be credited thereto. Subject to the provisions of law now or hereafter controlling investment of such funds, money on hand in any of the accounts of the General Tax Increment Funds may be invested in any of the following Qualified Investments, but no others: direct obligations of or obligations guaranteed by the United States of America; bank time deposits or certificates of deposit secured by obligations and securities described in clause above; and the Montana short-term investment pool administered by the Board of Investments of the State of Montana or any similar pool hereafter created for the investment of public funds. 5.08. Insurance. The payment of the Series 2006 Bonds has been insured by Radian Asset Assurance Inc. (the “Insurer”). The terms and conditions of the insurance are set forth in the insurance policy of the Insurer referenced in the form of the Series 2006 Bonds under “Statement of Insurance.” Section 6. Other Covenants of City. 6.01. Punctual Payment. The City will punctually pay or cause to be paid the principal and interest to become due in respect to all the Bonds, in strict conformity with the terms of the Bonds and of this Resolution, and it will faithfully observe and perform all of the conditions, covenants and requirements of this Resolution and all Supplemental Resolutions and of the Bonds. Nothing herein contained shall prevent the City from making advances of its own moneys however derived to any of the uses or purposes referred to herein, nor shall be deemed or constitute a pledge or appropriation of funds or assets of the City other than those expressly pledged or appropriated hereby. 6.02. Accumulation of Claims of Interest. In order to prevent any accumulation of claims for interest after maturity, the City will not, directly or indirectly, extend or consent to the extension of the time for the payment of any claim for interest on any of the Bonds and will not, directly or indirectly, be a party to or approve any such arrangements by purchasing or funding said claims for interest or in any other manner. In case any such claim for interest shall be extended or funded, whether or not with the consent of the City, such interest so extended or funded shall not be entitled, in case of default hereunder, to the benefits of this Resolution, except subject to the prior payment in full of the principal of all of the Bonds then outstanding and of all claims for interest which shall not have been so extended or funded. 6.03. Against Encumbrances. The City will not encumber, pledge or place any charge or lien upon any of the Pledged Tax Increment superior to or on a parity with the pledge and lien herein created for the benefit of the Bonds. 6.04. Management and Operation of Properties. The City will manage and operate or cause to be managed and operated all Projects owned by the City in a sound and businesslike manner, and will keep such Projects insured at all times in conformity with sound business practice. 6.05. Books and Accounts; Financial Statements. The City will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the City, in which complete and correct entries shall be made of all transactions relating to the Projects, Pledged Tax Increment and the General Tax Increment Funds. Such books of record and accounts shall be at all time during business hours subject to the inspection of the Owners of not less than ten percent (10%) of the principal amount of the Bonds then Outstanding, or their representatives authorized in writing. ---PAGE BREAK--- 25 The City will prepare and file with the City Clerk annually, within one hundred eighty (180) days after the close of each Fiscal Year so long as any of the Bonds are Outstanding, complete financial statements with respect to the preceding Fiscal Year showing the actual taxable value, the base taxable value and the incremental taxable value (each as defined in the Act) of the Urban Renewal Area; the mill rates of all Taxing Bodies; the Pledged Tax Increment, including a breakdown of Pledged Tax Increment attributable to current and delinquent property tax collections; all disbursements from the General Tax Increment Funds; the financial conditions of the Projects; and the balances in the General Tax Increment Funds and accounts therein as of the end of each such Fiscal Year, which statements shall be accompanied by a certificate or opinion in writing of an Independent Accountant. 6.06. Completion of Projects. The City will commence, and will continue to completion, with all practicable dispatch all Projects undertaken in the Urban Renewal Area in conformity with the Urban Renewal Plan and the Act. 6.07. Taxation of Leased Property. Other than a Project owned and operated as a public improvement or facility, whenever the City leases real property in the Urban Renewal Area to any Person other than a governmental entity, the property shall to the extent authorized by law be assessed and taxed in the same manner as privately-owned property and the lease shall provide that the lessee shall pay Taxes upon the taxable value for the entire property and not merely upon the assessed value of his or its leasehold interest, and that if for any reason the Taxes paid by the lessee on such property in any year during the term of the lease shall be less than the Taxes which would have been payable upon the assessed value of the entire property if the property were assessed and taxed in the same manner as privately-owned property, the lessee shall pay such difference to the City within thirty days after the Taxes for such year become payable to the Taxing Bodies and in any event prior to the delinquency date of such Taxes established by law. All such payments to the City shall be treated as Pledged Tax Increment and shall be deposited by the City in the General Tax Increment Funds. 6.08. Disposition of Property. The City will not authorize the disposition of any land or real property in the Urban Renewal Area to anyone which will result in such property becoming exempt from taxation because of public ownership or use or otherwise (except property planned for such ownership or use by the Urban Renewal Plan in effect on the date of this Resolution) if such disposition shall consist of more than two percent of the land area in the Urban Renewal Area, except as provided in this Section 6.08. The City shall appoint a reputable Independent Financial Consultant and direct said consultant to report on the effect of said disposition. If the Report of the Independent Financial Consultant concludes that Pledged Tax Increment (including any amounts resulting from payments in lieu of taxes agreed to be paid with respect to the property) will not be reduced by the proposed disposition in each of the three complete Fiscal Years following such disposition (based on tax levies not greater than those for the current Fiscal Year) below 200% of the maximum Principal and Interest Requirements on all Outstanding Bonds in any future Fiscal Year and that the security of the Bonds or the rights of the Bondowners will not be materially impaired by said proposed disposition, the City may make the proposed disposition. 6.09. Further Assurances. The City will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Resolution, and for the better assuring and confirming unto the Owners of the Bonds of the rights and benefits provided in this Resolution. 6.10. Amendment of Plan or Ordinance. Except to authorize additional Projects, the City will not amend or modify the Plan or the Ordinance or reduce the size of the Urban Renewal Area if an effect thereof will be to materially and adversely affect the security of the Outstanding Bonds; provided, ---PAGE BREAK--- 26 however, the City may reduce the size of the Urban Renewal Area if a report as provided in Section 6.08 is received from the Financial Consultant regarding the reduction in size of the Urban Renewal Area. 6.11. Adjustment of Tax Incremental Base. The City shall not adjust the tax incremental base of the Urban Renewal Area pursuant to Section 7-15-4287 of the Act so long as any Bonds are Outstanding. 6.12. Federal Tax Exemption. The City will not use the proceeds of any Bonds or use or permit the use of any Project financed from the proceeds of the Bonds or revenues derived therefrom in such a way as to cause the exemption from federal income taxation of interest on any Bonds to become adversely affected. 6.13. Pledge of Replacement Revenues. In the event the Constitution or laws of the State of Montana are amended to abolish or substantially reduce or eliminate real or personal property taxation and State law then or thereafter provides to the City an alternate or supplemental source or sources of revenue specifically to replace or supplement reduced or eliminated Pledged Tax Increment, then the City pledges, and covenants to appropriate annually, subject to the limitations of then applicable law, to the Bond Fund from such alternate or supplemental revenues an amount that will, with money on hand in the Bond Fund or available and to be transferred to the Bond Fund during such Fiscal Year, be sufficient to pay the principal of, premium, if any, and interest on the Outstanding Bonds payable in that Fiscal Year. 6.14. Bondowner Rights. No Owner of any Bond issued and secured under the provisions of this Resolution shall have the right to institute any proceeding, judicial or otherwise, for the enforcement of the covenants herein contained, without the written concurrence of the Owners of not less than 25% in aggregate principal amount of all Bonds which are at the time Outstanding; but the Owners of this amount of such Bonds may, either at law or in equity, by suit, action or other proceedings, protect and enforce the rights of all Owners of such Bonds and compel the performance of any and all of the covenants required herein to be performed by the City and its officers and employees. The Owner of a majority in principal amount of such Outstanding Bonds shall have the right to direct the time, method and place of conducting any proceedings for any remedy available to the Owners or the exercise of any power conferred on them, and the right to waive a default in the performance of any such covenant, and its consequences, except a default in the payment of the principal of or interest on any Bond when due. However, nothing herein shall impair the absolute and unconditional right of the Owner of each Bond to receive payment of the principal of and interest on such Bond as such principal and interest respectively become due, and to institute suit for the enforcement of any such payment. In the Event of Default in any such payment, any court having jurisdiction of the action may appoint a receiver to administer the General Tax Increment Funds and to collect and segregate and apply the Pledged Tax Increment and other revenues pledged thereto as provided by this Resolution and the Act. Section 7. Supplemental Resolutions. 7.01. General. The City reserves the right to adopt Supplemental Resolutions to this Resolution from time to time and at any time, for the purpose of curing any ambiguity or of curing, correcting or supplementing any defective provision contained herein, or of making such provisions with regard to matters or questions arising hereunder as the City may deem necessary or desirable and not inconsistent with this Resolution, and which shall not adversely affect the interests of the Owners of Bonds issued hereunder, or for the purpose of adding to the covenants and agreements herein contained, or to the Pledged Tax Increment herein pledged, other covenants and agreements thereafter to be observed and additional revenues or income thereafter appropriated to the General Tax Increment Funds, or for the purpose of surrendering any right or power herein reserved to or conferred upon the City, or for the purpose of authorizing the creation and issuance of a series of Additional Bonds, as provided in and ---PAGE BREAK--- 27 subject to the conditions and requirements of Section 4. Any such Supplemental Resolution may be adopted by resolution, without the consent of the Owner of any of the Bonds issued hereunder. 7.02. Consent of Bondowners. With the consent of the Owners of Outstanding Bonds as provided in Section 7.03, the City may from time to time and at any time adopt a Supplemental Resolution for the purpose of amending this Resolution by adding any provisions hereto or changing in any manner or eliminating any of the provisions hereof or of any Supplemental Resolution, except that no Supplemental Resolution shall be adopted at any time without the consent of the Owners of all Outstanding Bonds affected thereby, if it would extend the time of payment of interest thereon, would reduce the amount of the principal thereof or redemption premium thereon, would give to any Bond or Bonds any privilege over any other Bond or Bonds (except for the privilege accorded Bonds over Subordinate Bonds), would reduce the sources of Pledged Tax Increment or other revenues or income appropriated to the General Tax Increment Funds, or would reduce the percentage in principal amount of such Bonds required to authorize or consent to any such Supplemental Resolution. 7.03. Notice. Notice of a Supplemental Resolution to be adopted pursuant to Section 7.02 shall be mailed by first-class mail, postage prepaid, to the Owners of all Outstanding Bonds at their addresses appearing in the Bond Register and shall become effective only upon the filing of written consents with the City Clerk, signed by the Owners of not less than two-thirds in principal amount of the Bonds issued hereunder which are then Outstanding. Any written consent to the Supplemental Resolution may be embodied in and evidenced by one or any number of concurrent written instruments of substantially similar tenor signed by Owners in person or by agent duly appointed in writing, and shall become effective when delivered to the City Clerk. Any consent by the Owner of any Bond shall bind that Owner and every future Owner of the same Bond with respect to any Supplemental Resolution adopted by the City pursuant to such consent; provided than any Owner may revoke his consent with reference to any Bond by written notice received by the City Clerk before the Supplemental Resolution has become effective. In the event that unrevoked consents of the Owners of the required amount of Bonds have not been received by the City Clerk within one year after the publication of notice of the Supplemental Resolution, the Supplemental Resolution and all consents theretofore received shall be of no further force and effect. 7.04. Manner of Consent. Proof of the execution of any consent, or of a writing appointing any agent to execute the same shall be sufficient for any purpose of this Resolution and shall be conclusive in favor of the City if made in the manner provided in this Section 7.04. The fact and date of the execution by any Person of any such consent or appointment may be proved by the affidavit of a witness of such execution or by the certification of any notary public or other officer authorized by law to take acknowledgment of deeds, certifying that the Person signing it acknowledged to him the execution thereof. The fact and date of execution of any such consent may also be proved in any other manner which the City may deem sufficient; but the City may nevertheless, in its discretion, require further proof in cases where it deems further proof desirable. The ownership of any registered Bonds shall be proved by the Bond Register. Section 8. Defeasance. 8.01. General. When the liability of the City on all Bonds issued under and secured by this Resolution and all interest thereon has been discharged as provided in this section, all pledges, covenants and other rights granted by this Resolution to the Owners of such Bonds shall cease. 8.02. Maturity. The City may discharge its liability with reference to all Bonds and interest thereon which are due on any date by depositing with the Paying Agent for such Bonds on or before the date a sum sufficient for the payment thereof in full; or if any Bond or interest shall not be paid when due, ---PAGE BREAK--- 28 the City may nevertheless discharge its liability with reference thereto by depositing with the Paying Agent a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. 8.03. Redemption. The City may also discharge its liability with reference to any Bonds which are called for redemption on any date in accordance with their terms, by depositing with the Paying Agent on or before that date an amount equal to the principal, interest and redemption premium, if any, which are then due thereon; provided that notice of such redemption has been duly given as provided in this Resolution or a Supplemental Resolution. 8.04. Escrow. The City may also at any time discharge its liability with reference to any Bond subject to the provisions of law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with a bank qualified by law as an escrow agent for this purpose, cash or securities which are Government Obligations which are authorized by law to be so deposited, bearing interest payable at such times and at such rates and maturing on such dates as shall be required to provide funds sufficient to pay all principal and interest to become due on all such Bonds on or before the Stated Maturities thereof or, if such Bonds are subject to redemption and the City has given the redemption notice required therefor or given irrevocable instructions to give such notice and the funds provided will also be sufficient to pay any applicable redemption premium, to an earlier Redemption Date. Section 9. Insurance Policy Payment Provisions and Covenants for the Series 2006 Bonds. 9.01. Definitions. "Insurance Trustee" shall mean The Bank of New York. "Insurer" shall mean Radian Asset Assurance Inc., a corporation organized under the laws of the State of New York or any successor thereto. "Policy" shall mean the financial guaranty insurance policy issued by Insurer insuring the payment when due of the principal of and interest on the Bonds as provided therein. “Schedule A” shall mean the Insurer’s Insurance Policy Payments, the Standard Terms and Conditions, and Special Covenants and Conditions attached hereto and incorporated by reference herein. 9.02. Covenant. As long as the Series 2006 Bonds are outstanding and the Policy is in effect, the City shall comply with all terms and conditions and requirements set forth in Schedule A. Section 10. Tax Covenants. 10.01. Security for the Series 2006 Bonds. The City shall not enter into any lease, use or other agreement with any non-governmental Person relating to the security for the payment of the Series 2006 Bonds which might cause the Series 2006 Bonds to be considered “private activity bonds” or “private loan bonds” within the meaning of Section 141 of the Code. No “impermissible agreement” as defined in Treasury Regulations, Section 1.141-4(e)(4)(ii), has been or will be entered into by the City in respect of the Pledged Tax Increment or otherwise to secure the Series 2006 Bonds. 10.02. General Covenant. The City covenants and agrees with the owners from time to time of the Series 2006 Bonds that it will not take or permit to be taken by any of its officers, employees or agents any action which would cause the interest on the Series 2006 Bonds to become includable in gross income for federal income tax purposes under the Code and applicable Treasury Regulations promulgated thereunder (the “Regulations”), and covenants to take any and all actions within its powers to ensure that ---PAGE BREAK--- 29 the interest on the Series 2006 Bonds will not become includable in gross income for federal income tax purposes under the Code and the Regulations. 10.03. Arbitrage Certification. The Mayor, the City Clerk and the Finance Director/Treasurer, being the officers of the City charged with the responsibility for issuing the Series 2006 Bonds pursuant to this resolution, are authorized and directed to execute and deliver to the Original Purchaser a certificate in accordance with the provisions of Section 148 of the Code, and Section 1.148-2(b) of the Regulations, stating that on the basis of facts, estimates and circumstances in existence on the date of issue and delivery of the Series 2006 Bonds, it is reasonably expected that the proceeds of the Series 2006 Bonds will be used in a manner that would not cause the Series 2006 Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code and the Regulations. 10.04. Arbitrage Rebate. The City acknowledges that the Series 2006 Bonds are subject to the rebate requirements of Section 148(f) of the Code. The City covenants and agrees to retain such records, make such determinations, file such reports and documents and pay such amounts at such times as are required under said Section 148(f) and applicable Treasury Regulations to preserve the exclusion of interest on the Series 2006 Bonds from gross income for federal income tax purposes, unless the Series 2006 Bonds qualify for the spending exceptions from the rebate requirement under Section 148(f)(4)(B) of the Code and the Treasury Regulations and no “gross proceeds” of the Series 2006 Bonds (other than amounts constituting a “bona fide Bond Fund”) arise during or after the expenditure of the sale proceeds thereof. In furtherance of the foregoing, the Finance Director/Treasurer is hereby authorized and directed to execute a Rebate Certificate, substantially in the form of the Rebate Certificate prepared by Bond Counsel and the City hereby covenants and agrees to observe and perform the covenants and agreements contained therein, unless amended or terminated in accordance with the provisions thereof. 10.05. Information Reporting. The City shall file with the Secretary of the Treasury, not later than November 15, 2006, a statement concerning the Series 2006 Bonds containing the information required by Section 149(e) of the Code. Section 11. Continuing Disclosure. 11.01. Purpose and Beneficiaries. To provide for the public availability of certain information relating to the Series 2006 Bonds and the security therefor and to permit the Original Purchaser and other participating underwriters in the primary offering of the Series 2006 Bonds to comply with amendments to Rule 15c2-12 promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934 (17 C.F.R. § 240.15c2-12), relating to continuing disclosure (as in effect and interpreted from time to time, the “Rule”), which will enhance the marketability of the Series 2006 Bonds, the City hereby makes the following covenants and agreements for the benefit of the Owners (as hereinafter defined) from time to time of the Outstanding Series 2006 Bonds. The Tax Increment Fund of the City and the City are the only “obligated persons” in respect of the Series 2006 Bonds within the meaning of the Rule for purposes of identifying the entities in respect of which continuing disclosure must be made. The City has complied in all material respects with any undertaking previously entered into by it under the Rule. If the City fails to comply with any provisions of this Section 10, any Person aggrieved thereby, including the Owners of any Outstanding Bonds, may take whatever action at law or in equity may appear necessary or appropriate to enforce performance and observance of any agreement or covenant contained in this Section 10, including an action for a writ of mandamus or specific performance. Direct, indirect, consequential and punitive damages shall not be recoverable for any default hereunder. Notwithstanding anything to the contrary contained herein, in no event shall a default under this Section 10 constitute a default under the Series 2006 Bonds or under any other provision of this Resolution. ---PAGE BREAK--- 30 As used in this Section 10, “Owner” or “Bondowner” means, in respect of a Series 2006 Bond, the registered owner or owners thereof appearing in the Bond Register maintained by the Bond Registrar or any “Beneficial Owner” (as hereinafter defined) thereof, if such Beneficial Owner provides to the Bond Registrar evidence of such beneficial ownership in form and substance reasonably satisfactory to the Bond Registrar. As used herein, “Beneficial Owner” means, in respect of a Series 2006 Bond, any Person which has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, such Series 2006 Bond (including Persons or entities holding Series 2006 Bonds through nominees, depositories or other intermediaries), or is treated as the owner of the Series 2006 Bond for federal income tax purposes. 11.02. Information To Be Disclosed. The City will provide, in the manner set forth in subsection hereof, either directly or indirectly through an agent designated by the City, the following information at the following times: on or before 270 days after the end of each Fiscal Year, commencing with the Fiscal Year ended June 30, 2006, the following financial information and operating data in relating to the Urban Renewal Area and the City for the preceding Fiscal Year of the City as hereinafter specified (the “Disclosure Information”). The Disclosure Information comprises the following (subject to modification as described below): the financial statements of the City for such Fiscal Year, accompanied by the complete audit report and opinion of an independent certified public accountant or state legislative auditor relating thereto, including the financial statements of the Tax Increment Fund of the City, as permitted or required by the laws of the State of Montana, containing balance sheets as of the end of such Fiscal Year and a statement of operations, changes in fund balances and cash flows for the Fiscal Year then ended, showing in comparative form such figures for the preceding Fiscal Year of the City prepared in accordance with generally accepted accounting principles promulgated by the Financial Accounting Standards Board as modified in accordance with the governmental accounting standards promulgated by the Governmental Accounting Standards Board or as otherwise provided under Montana law, as in effect from time to time, or, if and to the extent such financial statements have not been prepared in accordance with such generally accepted accounting principles for reasons beyond the reasonable control of the City, noting the discrepancies therefrom and the effect thereof, and certified as to accuracy and completeness in all material respects by the Finance Director/Treasurer; and To the extent not included in the financial statements referred to in paragraph hereof, the information for such Fiscal Year or for the period most recently available of the type identified below contained in the Official Statement, which information may be unaudited, but shall be certified as to accuracy and completeness in all material respects by the Finance Director/Treasurer to the best of his or her knowledge, which certification may be based on the reliability of information obtained from governmental of other third-party sources: 1. Information, for such Fiscal Year, relating to Pledged Tax Increment revenue, investment earnings, debt service and debt service coverage and incremental taxable value, amount of Pledged Tax Increment resulting from property tax levy and Pledged Tax Increment actually received of the type contained under the captions ---PAGE BREAK--- 31 “The Series 2006 Bonds—Estimated Debt Service Requirements,” “Urban Renewal District II—Property Tax Levies in the Urban Renewal District,” “—Major Taxpayers in Urban Renewal District II,” and “—Comparison of Incremental Taxable Value of Urban Renewal District II to City Taxable Value” in the Official Statement. 2. Information, as of January 1 for the current tax year, relating to the appraised value and taxable value of taxable property in the Urban Renewal Area. 3. Identification of the ten taxpayers in the Urban Renewal Area with the largest taxable value of property by name, type of property and taxable value. 4. Information regarding the mill levies of all Taxing Bodies levying property taxes in the Urban Renewal Area of the type contained in the table under the caption “Urban Renewal District II—Property Tax Levies in the Urban Renewal District” in the Official Statement. 5. Information, as of the most recent date available, regarding employment in the City, the State of Montana and the United States of the type contained in the table under the caption “The City—Missoula County Annual Average Labor Force and Employment” in the Official Statement. 6. Information, as of the end of the most recent Fiscal Year, regarding the direct debt of the City, including debt evidenced by special improvement district bonds, overlapping general obligation debt and debt ratios of the type contained under the captions “The City—City Indebtedness” in the Official Statement. Notwithstanding the foregoing paragraph, if the audited financial statements from which such extracts are to be taken are not available by the date specified, the City shall provide on or before such date extracts from unaudited financial statements in the format required for the audited financial statements as part of the Disclosure Information and, within 10 days after the receipt thereof, the City shall provide the audited financial statements. Any or all of the Disclosure Information may be incorporated by reference, if it is updated as required hereby, from other documents, including official statements, which have been submitted to each of the repositories hereinafter referred to under subsection or the SEC. If the document incorporated by reference is a final official statement, it must also be available from the Municipal Securities Rulemaking Board. The City shall clearly identify in the Disclosure Information each document so incorporated by reference. If any part of the Disclosure Information can no longer be generated because the operations of the City have materially changed or been discontinued, such Disclosure Information need no longer be provided if the City includes in the Disclosure Information a statement to such effect; provided, however, if such operations have been replaced by other City operations in respect of which data is not included in the Disclosure Information and the City determines that certain specified data regarding such replacement operations would be a Material Fact (as defined in paragraph hereof), then, from and after such determination, the Disclosure Information shall include such additional specified data regarding the replacement operations. If the Disclosure Information is changed or this Section 10.02 is amended in accordance with its terms, then the City shall include in the next Disclosure Information to be delivered hereunder, to the ---PAGE BREAK--- 32 extent necessary, an explanation of the reasons for the amendment and the effect of any change in the type of financial information or operating data provided. In a timely manner, notice of the occurrence of any of the following events which is a Material Fact (as hereinafter defined): Principal and interest payment delinquencies; Non-payment related defaults; Unscheduled draws on debt service reserves reflecting financial difficulties; Unscheduled draws on credit enhancements reflecting financial difficulties; Substitution of credit or liquidity providers, or their failure to perform; Adverse tax opinions or events affecting the tax-exempt status of the security; Modifications to rights of security holders; Bond calls; Defeasances; Release, substitution, or sale of property securing repayment of the securities; and Rating changes. As used herein, a “Material Fact” is a fact as to which a substantial likelihood exists that a reasonably prudent investor would attach importance thereto in deciding to buy, hold or sell a Series 2006 Bond or, if not disclosed, would significantly alter the total information otherwise available to an investor from the Official Statement, information disclosed hereunder or information generally available to the public. Notwithstanding the foregoing sentence, a “Material Fact” is also an event that would be deemed “material” for purposes of the purchase, holding or sale of a Series 2006 Bond within the meaning of applicable federal securities laws, as interpreted at the time of discovery of the occurrence of the event. In a timely manner, notice of the occurrence of any of the following events or conditions: the failure of the City to provide the Disclosure Information at the time specified under “Annual Information” above; the amendment or supplementing of the Disclosure Covenants pursuant to the Resolution, together with a copy of such amendment or supplement and any explanation provided by the City under the Disclosure Covenants; the termination of the obligations of the City under the Disclosure Covenants pursuant to the Resolution; and any change in the Fiscal Year of the City. 11.03. Manner of Disclosure. The City agrees to make available the information described in Section 10.02 to the following entities by telecopy, overnight delivery, mail or other means, as appropriate: the information described in paragraph of Section 10.02, to each then nationally recognized municipal securities information repository under the Rule and to any state information depository then designated or operated by the State of Montana as contemplated by the Rule (the “State Depository”), if any; the information described in paragraphs and Section 10.02, to the Municipal Securities Rulemaking Board and to the State Depository, if any. ---PAGE BREAK--- 33 In addition, any filing under this Section 10 may be made solely by transmitting such filing to the Texas Municipal Advisory Council (“MAC”) as provided at http://www.disclosureusa.org, unless the United States Securities and Exchange Commission has withdrawn the interpretative advice in its letter to MAC dated September 7, 2004. 11.04. Term; Amendments; Interpretation. The covenants of the City in this Section 10 shall remain in effect so long as any Series 2006 Bonds are Outstanding. Notwithstanding the preceding sentence, however, the obligations of the City under this Section 10 shall terminate and be without further effect as of any date on which the City files in the office of the City Clerk an opinion of Bond Counsel to the effect that, because of legislative action or final judicial or administrative actions or proceedings, the failure of the City to comply with the requirements of this Section 10 will not cause participating underwriters in the primary offering of the Series 2006 Bonds to be in violation of the Rule or other applicable requirements of the Securities Exchange Act of 1934, as amended, or any statutes or laws successory thereto or amendatory thereof. This Section 10 (and the form and requirements of the Disclosure Information) may be amended or supplemented by the City from time to time, without notice to (except as provided in paragraph 13.02(3) hereof) or the consent of the Owners of any Series 2006 Bonds, by a resolution of the City Council filed in the office of the City Clerk accompanied by an opinion of Bond Counsel, who may rely on certificates of the City and others and the opinion may be subject to customary qualifications, to the effect that: such amendment or supplement is made in connection with a change in circumstances that arises from a change in law or regulation or a change in the identity, nature or status of the City, the Urban Renewal Area or the Tax Increment Fund or the type of operations conducted by the City or the Urban Renewal Area, or is required by, or better complies with, the provisions of paragraph of the Rule; (ii) this Section 10 as so amended or supplemented would have complied with the requirements of paragraph of the Rule at the time of the primary offering of the Series 2006 Bonds, giving effect to any change in circumstances applicable under clause and assuming that the Rule as in effect and interpreted at the time of the amendment or supplement was in effect at the time of the primary offering; and (iii) such amendment or supplement does not materially impair the interests of the Bondowners under the Rule. If the Disclosure Information is so amended, the City agrees to provide, contemporaneously with the effectiveness of such amendment, an explanation of the reasons for the amendment and the effect, if any, of the change in the type of financial information or operating data being provided hereunder. This Section 10 is entered into to comply with the continuing disclosure provisions of the Rule and should be construed so as to satisfy the requirements of paragraph of the Rule. 11.05. Further Limitation of Liability of City. In and to the extent the limitations of liability contained in Section 10.01 are not effective, anything contained in this Section 10 to the contrary notwithstanding, in making the agreements, provisions and covenants set forth in this Section 10, the City has not obligated itself except with respect to the Pledged Tax Increment and other amounts specifically pledged under this Resolution. None of the agreements or obligations of the City contained herein shall be construed to constitute an indebtedness of the City within the meaning of any constitutional or statutory provisions whatsoever or constitute a pledge of the general credit or taxing powers of the City. ---PAGE BREAK--- 34 Section 12. Repeal. All provisions of ordinances, resolutions and other actions and proceedings of the City which are in any way inconsistent with the terms and provisions of this Resolution are repealed, amended and rescinded to the full extent necessary to give full force and effect to the provisions of this Resolution. Section 13. Effective Date. This Resolution shall be in full force and effect from and after its final passage and approval according to law. PASSED AND APPROVED by the City Council of the City of Missoula, Montana, this 7th day of August, 2006. John Engen Mayor Attest: Martha L. Rehbein City Clerk ---PAGE BREAK--- A-1 EXHIBIT A LEGAL DESCRIPTION OF EXCLUDED PROPERTY Legal Description of Mill Site Property: Lots 1 to 19 in Block 9 of Sunnyside Addition to the City of Missoula, Montana, according to the official map or plat thereof on file and of record in the office of the County Clerk and Recorder of Missoula County, Montana as recorded in Book 1 of Plats at Page 88. All of Block 18 of Sunnyside Addition to the City of Missoula, lying West of the right-of-way line of the Northern Pacific Railway Company which includes: Fraction of Lots 2 and 3, all of Lots 4 thru 10, and fraction of Lots 11 and 12 of said Block 18 of Sunnyside Addition as recorded in Book 1 of Plats at Page 88. Lots 6 to 12 in Block 9 and Lots 6 to 19 in Block 16 of Eddy Addition to the City of Missoula, Montana, according to the official map or plat thereof on file and of record in the office of the County Clerk and Recorder of Missoula County, Montana as recorded in Book 1 of Plats at Page 77. All that portion of the S1/2NE1/4NW1/4 of Section 21, T13N, R19W, lying South of the main channel of the Missoula River. The SE1/4NE1/4 of Section 21, T13N, R19W, excepting a certain right-of-way granted to the Chicago, Milwaukee, and St. Paul Railroad, a corporation of Montana, by deed recorded in Volume 37 of Deeds at Page 285, and also a certain grant to the Chicago, Milwaukee, and Puget Sound Railroad, a corporation of Washington, by deed recorded in Volume 56 of Deeds at Page 192, and subject to a certain right-of-way or easement for a water ditch made May 14, 1900, unto Robert Cobban, et al., recorded in Book 21 of Deeds at Page 257. TOGETHER WITH appurtenances. Legal Description of Safeway-Shop Property: Entire site is located on Broadway between the Montana Rail Link Bitterroot Branch Line and Scott Street. The north boundary is Pine Street. The site is addressed on the 800 block of West Broadway. The site includes: Lots 1 thru 10 in Block 47 of McCormick’s Addition to the City of Missoula, and Lots 6 – 20 in Block 48 of McCormick’s Addition to the City of Missoula; and, Lots 11 – 20, Block 47 of McCormick’s Addition to the City of Missoula, and Lots 1 – 5, Block 48 of McCormick’s Addition to the City of Missoula; and, Vacated portion of Nora Street, the platted alleys and a 20-foot wide portion of Pine Street within and adjacent to Blocks 47 and 48 of the McCormick Addition. Legal Description of Intermountain Lumber Property: Tract 1 of Intermountain – BMC. Tracts 1 and 2 located in E ½ of Section 20 T13N R19W Prime Meridian Montana, Missoula County, Montana. 119 Russell St. between Wyoming & S. 2nd St. ---PAGE BREAK--- B-1 EXHIBIT B FORM OF SERIES 2006 BONDS UNITED STATES OF AMERICA STATE OF MONTANA COUNTY OF MISSOULA CITY OF MISSOULA TAX INCREMENT URBAN RENEWAL BOND SERIES 2006 (URBAN RENEWAL DISTRICT II) No. $ Interest Rate Stated Maturity Date of Original Issue CUSIP July 1, August 15, 2006 REGISTERED OWNER: PRINCIPAL AMOUNT: FOR VALUE RECEIVED, THE CITY OF MISSOULA (the “City”), a duly organized municipal corporation located in Missoula County, Montana, acknowledges itself to be specially indebted and hereby promises to pay to the registered owner specified above or registered assigns, solely from the Pledged Tax Increment received by the City from certain taxable property in its Urban Renewal Area (as hereinafter defined) which has been pledged and appropriated for the payment hereof as stated below, the principal amount specified above on the maturity date specified above, or, if this Bond is prepayable as stated below, on an earlier date on which it shall have been duly called for redemption, with interest thereon from the date of original issue hereof, or such later date to which interest hereon has been paid or duly provided for, until the principal amount is paid or until this Bond, if prepayable, has been duly called for redemption, at the annual rate specified above. Interest hereon is payable semiannually on January 1 and July 1 in each year, commencing January 1, 2007, by check or draft drawn on U. S. Bank National Association, in Seattle, Washington as Bond Registrar, Transfer Agent and Paying Agent, or its successor designated under the Resolution described herein (the “Bond Registrar”), mailed to the registered owner of this Bond as such appears of record in the Bond Register as of the close of business on the 15th day (whether or not a business day) of the immediately preceding month. The principal of this Bond is payable upon presentation and surrender hereof at maturity or earlier redemption at the principal office of the Bond Registrar. Such principal and interest are payable in lawful money of the United States of America. Notwithstanding any other provisions of this Bond, so long as this Bond is registered in the name of Cede & Co., as nominee of The Depository Trust Company, or in the name of any other nominee of The Depository Trust Company or other securities depository, the Bond Registrar shall pay all principal of and interest on this Bond, and shall give all notices with respect to this Bond, only to Cede & Co. or ---PAGE BREAK--- B-2 other nominee in accordance with the operational arrangements of The Depository Trust Company or other securities depository as agreed to by the City. This Bond is one of a duly authorized issue of Bonds of the City designated as “Tax Increment Urban Renewal Revenue Bonds” (collectively, the “Bonds”), issued and to be issued in one or more series under, and all equally and ratably secured by Resolution No. adopted by the City Council on August 7, 2006 (as amended or supplemented in accordance with the provisions thereof, the Resolution), to which Resolution, copies of which are on file with the City, reference is hereby made for a description of the nature and extent of the security, the respective rights thereunder of the Owners of the Bonds and the City and the terms upon which the Bonds are to be issued and delivered. As provided in the Resolution, the Bonds are issuable in series which may vary as in the Resolution provided or permitted. This Bond is one of the series specified in its title, issued in the aggregate principal amount of $3,530,000 (the “Series 2006 Bonds”), all of like date of original issue and tenor except as to serial number, denomination, date, interest rate, maturity date and redemption privilege. The Series 2006 Bonds are issued by the City for the purpose of financing a portion of the cost of a portion of an urban renewal project within the City of Missoula Urban Renewal District II (the “Urban Renewal Area”) of the City, thereby assisting activities in the public interest and for the public welfare of the City. The Series 2006 Bonds are issued pursuant to and in full compliance with the Constitution and laws of the State of Montana, particularly Montana Code Annotated, Title 7, Chapter 15, Parts 42 and 43, as amended (the “Act”), and pursuant to the Resolution. The Bonds are payable solely and ratably from Pledged Tax Increment received by the City and resulting from the extension of ad valorem taxes levied by certain Taxing Bodies against the incremental taxable value of properties within the Urban Renewal Area (exclusive of the Excluded Property (as defined in the Resolution)) pursuant to the Act, except that under certain conditions as described in the Resolution, the Bonds may be payable from replacement revenues, if any, provided in the event of the abolition or substantial elimination of property taxation in Montana. The Bonds are not general obligations of the City and the City’s general credit and taxing powers are not pledged to the payment of the Bonds or the interest thereon. The Bonds shall not constitute an indebtedness of the City within the meaning of any constitutional or statutory limitations. Series 2006 Bonds maturing in the years 2007 through 2018 are not subject to redemption, but Series 2006 Bonds having stated maturities in 2021 and later years are subject to redemption at the option of the City and in whole or in part, and if in part from such stated maturities and in such principal amounts as the City may designate and, within a stated maturity, in $5,000 principal amounts selected by lot or other manner deemed fair, on July 1, 2018, and any date thereafter, at a redemption price equal to the par amount of the Series 2006 Bonds to be redeemed together with the interest accrued on the principal amount to be redeemed to the date fixed for redemption. ---PAGE BREAK--- B-3 The Series 2006 Bonds having a stated maturity in 2021, 2026, and 2031 are subject to mandatory sinking fund redemption on July 1 in the respective years and the respective principal amounts set forth below, in $5,000 principal amounts selected by the Bond Registrar, by lot or other manner it deems fair, at a redemption price equal to the principal amount thereof to be redeemed plus interest accrued thereon to the redemption date: Stated Maturity of Term Bonds (July 1) Sinking Fund Payment Date (July 1) Principal Amount on Sinking Fund Payment Date 2021 2017 $125,000 $145,000 2018 130,000 2019 135,000 2020 140,000 2026 2022 $155,000 $185,000 2023 160,000 2024 170,000 2025 180,000 2031 2027 $195,000 $235,000 2028 205,000 2029 215,000 2030 225,000 Notice of redemption will be mailed at least 30 days before the redemption date to the registered owner of each Series 2006 Bond to be redeemed; provided that any defect in or failure to give such mailed notice shall not affect the validity of proceedings for the redemption of any Series 2006 Bond not affected thereby. All Series 2006 Bonds or portions thereof so called for redemption will cease to bear interest on the specified redemption date, provided funds for their redemption have been duly deposited and, except for the purpose of payment, shall no longer be secured by the Resolution and shall not be deemed Outstanding under the Resolution. Upon partial redemption of any Series 2006 Bond, one or more new Series 2006 Bond or Bonds will be delivered to the registered owner without charge, representing the remaining principal amount not so redeemed. If provision is made for the payment of principal of and interest on this Series 2006 Bond in accordance with the Resolution, this Series 2006 Bond shall no longer be deemed Outstanding under the Resolution, shall cease to be entitled to the benefits of the Resolution, and shall thereafter be payable solely from the funds provided for payment. The Resolution permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the City and the Owners of the Bonds at any time without the consent of any Bondowners or with the consent of the Owners of a majority in aggregate principal amount of the Bonds at the time Outstanding (as defined in the Resolution) which are affected by such modifications. The Resolution also contains provisions permitting Owners of a majority in aggregate ---PAGE BREAK--- B-4 principal amount of the Bonds of all series at the time Outstanding, on behalf of all the Owners of all Bonds, to waive compliance by the City with certain provisions of the Resolution and certain past defaults under the Resolution and their consequences. Any such consent or waiver by the Owner of this Bond shall be conclusive and binding upon such Owner and on all future Owners of this Bond and of any Bond issued in lieu hereof, whether or not notation of such consent or waiver is made upon this Bond. The Owner of this Bond shall have no right to enforce the provisions of the Resolution, or to institute action to enforce the covenants therein or take any action with respect to a default under the Resolution or to institute, appear in or defend any suit or other procedure with respect thereto except as provided in the Resolution. This Series 2006 Bond is a negotiable investment security as provided in the Montana Uniform Commercial Code. As provided in the Resolution and subject to certain limitations set forth therein, this Series 2006 Bond is transferable upon the books of the City at the principal office of the Bond Registrar, by the registered owner hereof in person or by his attorney duly authorized in writing, upon surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar, duly executed by the registered owner or his attorney; and may also be surrendered in exchange for Series 2006 Bonds of other authorized denominations. Upon such transfer or exchange, the City will cause a new Series 2006 Bond or Bonds to be issued in the name of the transferee or registered owner, of the same aggregate principal amount, bearing interest at the same rate and maturing on the same date, subject to reimbursement for any tax, fee or governmental charge required to be paid with respect to such transfer or exchange. The City, the Bond Registrar and Paying Agent may deem and treat the Person in whose name this Series 2006 Bond is registered as the absolute owner hereof, whether this Series 2006 Bond is overdue or not, for the purpose of receiving payment and for all other purposes, and neither the City, the Bond Registrar nor the Paying Agent shall be affected by any notice to the contrary. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the Constitution and laws of the State of Montana and ordinances and resolutions of the City to be done, to exist, to happen and to be performed in order to make this Series 2006 Bond a valid and binding special, limited obligation of the City in accordance with its terms have been done, do exist, have happened and have been performed as so required; that this Series 2006 Bond has been issued by the City in connection with an urban renewal project (as defined in the Act); that the City, in and by the Resolution, has validly made and entered into covenants and agreements with and for the benefit of the Owners from time to time of all Bonds issued thereunder, including covenants that it will pledge, appropriate and credit the Pledged Tax Increment derived from properties in the Urban Renewal Area other than the Excluded Property to the General Tax Increment Bond Fund of the City; that additional bonds may be issued and made payable from the General Tax Increment Bond Fund on a parity with the Series 2006 Bonds upon certain conditions set forth in the Resolution, but no obligation will be otherwise incurred and made payable from the Pledged Tax Increment, unless the lien thereof shall be expressly made subordinate to the lien of the Series 2006 Bonds on the Pledged Tax Increment; that all provisions for the security of the Owners of the Bonds as set forth in the Resolution will be punctually and faithfully performed as therein stipulated; and that the issuance of the Series 2006 Bonds does not cause the obligations of the City to exceed any constitutional or statutory limitation. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon shall have been executed by the Bond Registrar by the manual signature of an authorized representative. ---PAGE BREAK--- B-5 IN WITNESS WHEREOF, the City of Missoula, Montana, by its City Council, has caused this Bond to be executed by the facsimile signatures of the Mayor, the City Clerk and Finance Director/Treasurer. CITY OF MISSOULA, MONTANA (Facsimile Signature) (Facsimile Signature) Mayor City Clerk (Facsimile Signature) Finance Director/Treasurer ---PAGE BREAK--- B-6 CERTIFICATE OF AUTHENTICATION This Bond is one of the Tax Increment Urban Renewal Revenue Bonds, Series 2006 (Urban Renewal District II) delivered pursuant to the Resolution mentioned within. U. S. Bank National Association, as Bond Registrar, Transfer Agent and Paying Agent By Authorized Representative The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM as tenants in common UTMA Custodian for (Cust) (Minor) TEN ENT as tenants by entireties under Uniform Transfers to Minors Act (State) JT TEN as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. STATEMENT OF INSURANCE Radian Asset Assurance Inc. ("Radian"), a New York corporation, has issued its Policy (the "Policy") insuring the payment of principal of and interest on this Bond on the "due date," as defined in the Policy. Reference is made to the Policy for the complete provisions thereof. All payments required to be made under the Policy shall be made in accordance with the provisions thereof. The owner of this Bond acknowledges and consents to the subrogation and transfer rights of Radian as more fully set forth in the Policy. ---PAGE BREAK--- B-7 ASSIGNMENT FOR VALUED RECEIVED the undersigned hereby sells, assigns and transfers unto the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Date: PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER NOTICE: The signature to this Agreement OF ASSIGNEE: must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement / / or any change whatsoever. SIGNATURE GUARANTEE: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Bond Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (STAMP) or such other “signature guaranty program” determined to be acceptable by the Bond Registrar in addition to or in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. ---PAGE BREAK--- Schedule A-1 SCHEDULE A Policy Payment Provisions, Standard Terms and Conditions, and Special Covenants and Conditions Section 1. Definitions “Bond Documents” shall mean the Bond Resolution and the Bond Policy Payment Provisions, Standard Terms and Conditions, and Special Covenants and Conditions. “Bond Resolution” shall mean the Resolution No. “Resolution Relating to Tax Increment Urban Renewal Revenue Bonds, Series 2006 (Urban Renewal District II); Ratifying the Sale and Prescribing the Form and Terms Thereof and the Security Thereof,” adopted by the City on August 7, 2006. “Bonds” shall mean the Series 2006 Bonds. “Event of Default” shall mean the non-payment of principal of and interest on the Bonds when due. "Insurance Trustee" shall mean The Bank of New York. "Insurer" shall mean Radian Asset Assurance Inc., a corporation organized under the laws of the State of New York or any successor thereto. “Issuer” shall mean the City of Missoula, Montana. "Policy" shall mean the financial guaranty insurance policy issued by Insurer insuring the payment when due of the principal of and interest on the Bonds as provided therein. Other defined terms herein shall have the meaning as set forth in the Bond Resolution. Section 2. Payment Procedure 2.01. The Paying Agent shall not make a claim for payment on the Policy until any and all funds held pursuant to the Bond Resolution have been fully drawn to pay Debt Service on the Bonds. 2.02. As long as the Policy shall be in full force and effect, the Paying Agent agrees to comply with the following provisions: At least three days prior to all Interest Payment Dates, the Paying Agent, will determine whether there will be sufficient funds to pay the principal of or interest on the Bonds on such Interest Payment Date. If the Paying Agent determines that there will be insufficient funds, the Paying Agent shall so notify the Insurance Trustee. Such notice shall specify the amount of the anticipated deficiency, the Bonds to which such deficiency is applicable and whether such Bonds will be deficient as to principal or interest, or both. The Insurer will make payments of principal or interest due on the Bonds on or before the first (1st) day next following the date on which the Insurance Trustee shall have received notice of nonpayment from the Paying Agent. The Paying Agent shall, after giving notice to the Insurance Trustee as provided in above, make available to the Insurer and the Insurance Trustee, the registration books of the Issuer maintained by the Paying Agent, and all records relating to the funds maintained under the Bond Resolution. ---PAGE BREAK--- Schedule A-2 The Paying Agent shall provide the Insurer and the Insurance Trustee with a list of registered owners of Bonds entitled to receive principal or interest payments from the Insurer under the terms of the Policy, and shall make arrangements with the Insurance Trustee to mail checks or drafts to the registered owners of Bonds entitled to receive full or partial interest payments from the Insurer and (ii) to pay principal upon Bonds surrendered to the Insurance Trustee by the registered owners of Bonds entitled to receive full or partial principal payments from the Insurer. The Paying Agent shall at the time it provides notice to the Insurance Trustee pursuant to above, notify registered Owners of Bonds entitled to receive the payment of principal or interest thereon from the Insurer as to the fact of such entitlement, (ii) that the Insurer will remit to them all or part of the interest payments next coming due upon proof of Owner entitlement to interest payments and delivery to the Insurance Trustee, in form satisfactory to the Insurance Trustee as determined by the Insurer, of an appropriate assignment of the registered owner's right to payment, (iii) that should they be entitled to receive full payment of principal from the Insurer, they must surrender their Bonds (along with an appropriate instrument of assignment in form satisfactory to the Insurer to permit ownership of such Bonds to be registered in the name of the Insurer) for payment to the Insurance Trustee, and not the Paying Agent and (iv) that should they be entitled to receive partial payment of principal from the Insurer, they must surrender their Bonds for payment thereon first to the Paying Agent, who shall note on such Bonds the portion of the principal paid by the Paying Agent and then, along with an appropriate instrument of assignment in form satisfactory to the Insurer, to the Insurance Trustee, which will then pay the unpaid portion of principal. In the event that the Paying Agent has notice that any payment of principal of or interest on a Bond which has become due for payment and which is made to a registered Owner by or on behalf of the Issuer has been deemed a preferential transfer and theretofore recovered from its registered Owner pursuant to the United States Bankruptcy Code by a Paying Agent in bankruptcy in accordance with the final, nonappealable order of a court having competent jurisdiction, the Paying Agent shall, at the time the Insurance Trustee is notified pursuant to above, notify all registered Owners that in the event that any registered Owner's payment is so recovered, such registered Owner will be entitled to payment from the Insurer to the extent of such recovery if sufficient funds are not otherwise available, and the Paying Agent shall furnish to the Insurance Trustee and the Insurer its records evidencing the payments of principal of and interest on the Bonds which have been made by the Paying Agent and subsequently recovered from registered Owners and the dates on which such payments are made. The Insurer shall, to the extent it makes payment of principal of or interest on Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Policy, and to evidence such subrogation in the case of subrogation as to claims for past due interest, the Paying Agent shall note the Insurer's rights as subrogee on the registration books of the Issuer maintained by the Paying Agent, upon receipt from the Insurer of proof of the payment of interest thereon to the registered Owners of the Bonds and (ii) in the case of subrogation as to claims for past due principal, the Paying Agent shall note the Insurer's rights as subrogee on the registration books of the Issuer maintained by the Paying Agent upon surrender of the Bonds by the registered Owners thereof together with proof of the payment of principal thereof. ---PAGE BREAK--- Schedule A-3 Section 3. Standard Terms and Conditions. 3.01. No Mandatory Call. Except for mandatory redemption from sinking fund installments, there shall be no mandatory redemption of the Bonds upon an event or determination of taxability of the Bonds or otherwise. Redemption of Bonds for casualty or condemnation shall be extraordinary optional redemptions. 3.02. Security for the Bonds. The Issuer must unconditionally pledge and grant a first lien on the incremental ad valorem real estate tax revenues (the "Revenues") derived from the tax increment district, allocation area or development area (the “Urban Renewal Area”) to the full and prompt payment of principal of and interest on the Bonds; and (ii) the moneys in the funds and accounts held under the Bond Resolution (the “Funds and Accounts”). If the UCC applies to governmental debtors, the Issuer shall have arranged for a UCC-11 search (or commercial search equivalent) through the fifth day prior to closing of applicable County and State central filing records for evidence of prior liens on the Revenues and appropriate Forms UCC-3 shall be filed terminating any such prior liens. The Issuer shall represent and warrant that it has not heretofore made a pledge of, granted a lien on or security interest in, or made an assignment or sale of the Revenues that ranks on a parity with or prior to the pledge granted under the Bond Resolution, except to secure the obligations disclosed in the Bond Resolution that will be outstanding upon issuance of the Bonds. If the UCC applies to governmental debtors, the Issuer shall also represent and warrant that it has not described the Revenues in a Uniform Commercial Code financing statement that will remain effective when the Bonds are issued, except in connection with the foregoing pledges, assignments, liens, and security interests. The Issuer shall not hereafter make or suffer to exist any pledge or assignment of, lien on, or security interest in the Revenues and Funds and Accounts that ranks prior to or on a parity with the pledge granted under the Bond Resolution, or file any financing statement describing any such pledge, assignment, lien, or security interest, except as expressly permitted under the Bond Resolution. If the UCC applies to governmental debtors, under the laws of the State, the pledge of Revenues, and each pledge, assignment, lien, or other security interest made to secure any prior obligations of the Institution which, by the terms of the Bond Resolution, ranks on a parity with the pledge granted under the Bond Resolution, is and shall be prior to any judicial lien imposed after Closing on the Revenues to enforce a judgment against the Institution on a simple contract. The Issuer will agree, to the extent required by law, cause the Bond Resolution and all supplements thereto, and all related UCC financing statements or other instruments, to be kept, recorded and filed in such manner and in such places as may be required by law in order to create, perfect, preserve and protect fully the security of the holders of the Bonds in the Revenues and any other collateral and the rights of any Paying Agent for the holders of the Bonds. The Issuer will covenant that it will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered such further acts, instruments and transfers as may be required for the better securing, assuring, continuing, transferring, conveying, pledging, assigning and confirming unto the holders of the Bonds or any Paying Agent for the holders of the Bonds, the Revenues and any other collateral pledged to the payment of the principal of, premium, if any, and interest on the Bonds. Except to the extent it is exempt therefrom, the Issuer will pay or cause to be paid all filing fees incident to such filing and all expenses incident to the preparation, execution and acknowledgment of such instruments of further assurance, and all federal or State fees and other similar fees, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of such instruments of further assurance. ---PAGE BREAK--- Schedule A-4 3.03. Payment. The Issuer shall make deposits with the Paying Agent for deposit into the Debt Service Fund at least twenty (20) days prior to a principal or interest payment date in an amount sufficient to provide for the payment of principal and interest due on such payment date. 3.04. Insurer's Consent. The Insurer's consent shall be required for the execution and delivery of any amendment or supplement to the Bond Resolution (other than a supplement to issue debt incurred in accordance with the terms of the Bond Resolution). 3.05. Acceleration. To the extent the Bonds are subject to acceleration, upon the occurrence of an Event of Default, the indebtedness evidenced by the Bonds shall not be accelerated without the Insurer's prior written consent. At that time, the Insurer may, in its discretion, either direct the accelerated payment of the Bonds or continue to pay principal and interest on the originally scheduled due dates of the Bonds. 3.06. Defeasance. If the Bonds are subject to defeasance, the following shall be a condition to such defeasance: only non-redeemable obligations of the United States or those for which the full faith and credit of the United States are pledged for the timely payment of principal and interest; (ii) a verification report by a verifier acceptable to the Insurer shall be inform and substance satisfactory to the Insurer; (iii) an opinion of bond counsel shall be rendered to the Insurer to the effect that all of the requirements of the Bond Resolution for defeasance of the Bonds have been complied with; (iv) if the Issuer is a conduit issuer of the Bonds, insured Bonds may be defeased only with securities as set forth in above which constitute Available Monies. Available Monies shall mean any monies on deposit with a Paying Agent for the benefit of bondholders which are bond proceeds or refunding bond proceeds, (ii) amounts on deposit for a period of [124] consecutive days during which no petition in bankruptcy under the U.S. Bankruptcy Code has been filed by or against the entity; which paid such money, and no similar proceedings have been instituted under state insolvency or other laws affecting creditors' rights generally, or (iii) any monies with respect to which an unqualified opinion from nationally recognized counsel has been received stating that such payments to bondholders would not constitute voidable preferences under Section 547 of the U.S. Bankruptcy Code, or similar state or federal laws with voidable preference provisions in the event of the filing of a petition for relief under the U.S. Bankruptcy Code, or similar state or federal laws with voidable preference provisions by or against the entity from whom the money is received; and no forward delivery agreements, hedge, investment agreement, purchase and resale agreements or par-put agreements may be used with respect to the investment of any funds or securities defeasing the Bonds without the prior written consent of Radian. 3.07. Subrogation. In the event that the principal and/or interest due on the Bonds shall be paid by Insurer pursuant to the Policy, the Bonds shall remain outstanding for all purposes, not be defeased or otherwise satisfied and not be considered paid by the Issuer, and all covenants, agreements and other obligations of the Issuer to the registered owners shall continue to exist and shall run to the benefit of Insurer and Insurer shall be subrogated to the rights of such registered owners. 3.08. Reporting Requirements. The Issuer covenants and agrees with Radian to provide notification to Radian in the event of any significant change in the financial condition of the Issuer or the ---PAGE BREAK--- Schedule A-5 physical condition of the Urban Renewal Area. The Issuer shall also provide to Radian the following additional information: annual audited financial statements within thirty (30) days of such statements being made available to the Issuer. (ii) a copy of any audit, budget, or other material report of the Issuer relating to the Urban Renewal Area within twenty (20) days of completion of such audit, budget or report and thereafter as updated; (iii) a copy of any notice or report required to be given to the Paying Agent, the Paying Agent, the registered owners of the Bonds or any other party to any of the Bond Documents executed in connection with the issuance of the Bonds, including, without limitation, notice of any redemption of or defeasance of Bonds, and any certificate rendered pursuant to the Bond Documents relating to the security for the Bonds; (iv) a copy of any information filed by the Issuer with any NRMSIR under SEC Rule 15c-2(12), simultaneously with the filing with such NRMSIR; and such additional information as the Insurer may reasonably request. The Issuer will permit Insurer and/or the Insurance Trustee to discuss the affairs, finances and accounts of the Issuer or any information the Insurer may reasonably request regarding the security for the Bonds with appropriate officers of the Issuer. The Issuer will permit the Insurer and/or the Insurance Trustee to have access to and make copies of all books and records relating to the Bonds, and the security therefor at any reasonable time. 3.08. Amendment. Any rating agency rating the Bonds must receive notice of each amendment to the Bond Documents and a copy thereof at least fifteen (15) Business Days in advance of its execution or adoption. The Insurer shall be provided with a full transcript of all proceedings relating to the execution of any such amendment. 3.09. Redemption. Redemption of the Bonds shall be permitted at any time without Radian's prior written consent so long as funds for such redemption are irrevocably deposited with the Paying Agent prior to rendering notice of redemption to the Bondholders, or in the alternative, the notice expressly states that such redemption is subject to the deposit of funds by the Issuer. The exercise of any provision of the Bond Resolution that permits the purchase of the Bonds in lieu of redemption shall require the prior written consent of the Insurer if any Bond so purchased is not canceled upon purchase. 3.10. Debt Service Reserve Fund. The debt service reserve requirement shall, subject to the requirements and limitations of Federal income tax law, be based on maximum annual debt service and shall be fully funded upon the issuance of the Bonds and any additional bonds. Any withdrawal from the debt service reserve fund (the “Debt Service Reserve Fund”) shall be replenished in twelve equal payments immediately succeeding such withdrawal. Any deficiency in the Debt Service Reserve Fund determined upon the quarterly valuation thereof, shall be replenished in three equal payments prior to the next succeeding valuation date. 3.11. Investments and Valuation. All funds established under the Bond Resolution shall be invested only in Qualified Investments as set forth in Section 5.07 if the Bond Resolution. ---PAGE BREAK--- Schedule A-6 3.12. Urban Renewal Area. The Issuer shall covenant that any surplus revenues shall be used only in connection with Urban Renewal Area purposes. The Issuer will not reduce the size of the Urban Renewal Area without the prior written consent of Radian. The Issuer shall covenant to maintain its corporate existence so long as the Bonds are outstanding. 3.13. Defaults. The Issuer must cure any covenant default 30 days after notice of the default, and failure to pay principal of or interest on the Bonds or (ii) to comply with the Subordinate Debt provisions shall be an immediate Event of Default. No waivers shall be granted by the Issuer without the prior written consent of Radian. Upon an Event of Default all Revenues shall be immediately deposited with the Paying Agent. 3.14. Control. Anything in the Bond Resolution to the contrary notwithstanding, upon the occurrence and continuance of an Event of Default as defined in Section 1, Insurer shall be entitled to control and direct the enforcement of all rights and remedies granted to the Owners of the Bonds or any Paying Agent appointed for the benefit of the Owners under the Bond Resolution as if the Insurer were the Owner of the Bonds insured by it. 3.15. Default Rate. Amounts paid by Radian in respect of the principal and/or interest on the Bonds shall bear interest until repaid to Radian at a per annum rate of interest equal to the rate from time to time announced by the Insurance Trustee as its base lending rate plus three percent 3.16. Paying Agent. Prior to an Event of Default the Insurer shall have the right to remove the Paying Agent for cause, and after an Event of Default, the Insurer shall have the right to remove the Paying Agent for any reason. 3.17. Consent Requirements. The Insurer's consent shall be required for the following purposes: execution and delivery of any amendment or supplement to the Bond Resolution (other than an amendment or supplement for the purpose of authorizing additional indebtedness in accordance with the terms of the Bond Resolution) or any other document executed in connection with the issuance of the Bonds; (ii) removal of the Paying Agent; and (iii) initiation or approval of any action not described in and (ii) above which requires Bond Owner consent. 3.18. Party in Interest. The Insurer shall be included as a party in interest (third party beneficiary) with respect to the Bond Documents and as a party entitled to notify the Paying Agent of the occurrence of an Event of Default, and (ii) request the Paying Agent to intervene in judicial proceedings that affect the Bonds or the security therefore. 3.19. Interpretation. Notwithstanding any other provision of the Bond Resolution, in determining whether the rights of the Bondholders will be adversely affected by any action taken pursuant to the terms and provisions of the Bond Resolution, the Paying Agent (or Paying Agent) shall consider the effect on the Bondholders without regard to the Policy. The Paying Agent shall not be permitted to resolve ambiguities in the Bond Resolution in any manner that shall be deemed to be conclusively binding on Bondholders without the consent of Radian. Radian shall receive notice of any proposed meetings of Bondholders held under the Indenture and shall be given the opportunity to attend and participate in the same. Any legal opinions rendered to any party to the Bond Resolution as to compliance with or interpretation of, the provisions thereof, shall also be provided to Radian. ---PAGE BREAK--- Schedule A-7 3.20. Reimbursement. The Issuer shall pay or reimburse the Insurer any and all charges, fees, costs and expenses which the Insurer may reasonably pay or incur in connection with the administration, enforcement, defense, or preservation of any rights or security hereunder; (ii) the pursuit of any remedies hereunder or otherwise afforded by law or equity, (iii) any amendment, waiver, or other action with respect to or related to the Bond Resolution whether or not executed or completed, (iv) the violation by the Issuer of any law, rule, or regulation or any judgment, order or decree applicable to it, or any litigation or other dispute in connection with the Bond Resolution or the transactions contemplated thereby, other than amounts resulting from the failure of the Insurer to honor its payment obligations under the Policy. The Insurer reserves the right to charge an Administrative Fee of $2,500 as a condition to executing any amendment, waiver or consent proposed in respect of any document or action taken after Closing in connection with the Bonds and any of the Bond Resolution. The Insurer reserves the right to require the payment of the reasonable fees and expenses of its counsel or other agents as a condition to executing any amendment, waiver or consent proposed in respect of any document or action taken after Closing in connection with the Bonds and any of the Bond Resolution. All requests for any such amendments, waivers or consents shall be in writing and accompanied by the payment of the Administrative Fee and directed to Radian Asset Assurance Inc., 335 Madison Avenue, New York, NY 10017, ATTN: Risk Management Department. Payments required to be made to the Insurer shall be payable solely from legally available moneys of the Issuer, but in no event shall they be deemed or construed to be debt or multiple fiscal year obligations of any kind. The obligations of the Issuer to the Insurer shall survive discharge and termination of the Bond Resolution. 3.21. Indemnification. To the fullest extent permitted by the laws and Constitution of the State, the Issuer shall protect, hold harmless and indemnify the Insurer for, from and against any and all liability, obligations, losses, claims and damages paid or incurred in connection with the Urban Renewal Area, the Bond Resolution and any related instrument (including all environmental liabilities regarding the Urban Renewal Area), (except that the Issuer shall not protect, hold harmless or indemnify the Insurer for the willful or wanton acts or omissions, mistakes, gross negligence of the Insurer, to the extent that such acts, omissions, mistakes, gross negligence of such party are successfully alleged to have caused the liability, obligation, loss, claim or damage) and expenses in connection herewith including reasonable attorneys' fees and expenses. The obligations of the Issuer to protect, hold harmless, reimburse and indemnify the Insurer as set forth under this Section shall survive any termination, release, satisfaction and discharge of the Bond Resolution. 3.22. Notices. All notices to Radian shall be delivered to Radian Asset Assurance Inc., 335 Madison Avenue, New York, NY 10017, Attention: Chief Risk Officer; telephone number - 212-983- 5859; facsimile transmission number - [PHONE REDACTED]; e-mail -[EMAIL REDACTED]. Section 4. Special Covenants and Conditions. 4.01. Additional Debt. Additional bonds or other indebtedness ranking on a parity in the Revenues with the Bonds (“Parity Debt”) may be issued without Radian consent if there is delivered a report of an independent consultant indicating that the Revenues for the preceding fiscal year equals debt service coverage ratio of at least 1.30x maximum annual debt service for any future calendar year on the Bonds, any Parity Debt then outstanding and the additional Parity Debt proposed to be issued, and (ii) Revenues for the preceding year, adjusted for future growth, and Revenues projected to be received in the next succeeding three fiscal years is equal to 1.40x maximum annual debt service for any future calendar year of outstanding and additional bonds. Parity Debt shall have the same principal and interest payment dates as the Bonds. ---PAGE BREAK--- Schedule A-8 Refunding Bonds which do not defease all of the insured Bonds may be issued without the consent of Radian, provided there is no increase in maximum annual debt service. Variable rate indebtedness (indebtedness which does not bear a fixed rate of interest to maturity) and balloon indebtedness (indebtedness of which 25% or more of the principal amount comes or may come due in any one fiscal year by maturity, mandatory sinking fund redemption or optional or mandatory tender by the holder thereof), shall be subject to the prior approval of Radian. Any certifications requiring computations establishing that debt service coverage is sufficient to authorize to support the issuance of Parity Debt or that requisite debt service savings are available to support the issuance of refunding bonds shall, in all cases, be evidenced by a certificate of an independent certified public accountant or an independent consulting engineer. No additional bonds, notes, certificates, contracts or any other obligations payable from Revenues shall be issued by the Issuer unless no Event of Default shall have occurred and be continuing with respect to the Bonds. Subordinate Debt. Any debt of the Issuer which is subordinate to the lien of the Bondholders on the Revenues, shall have the same payment dates as the Bonds and provide that such debt may not be accelerated without the consent of Radian. 4.02. Subordination Provisions Applicable to Subordinated Debt The indebtedness evidenced by the subordinated debt and any renewals or extensions thereof (herein called “Subordinated Indebtedness”), shall at all times be wholly subordinate and junior in right of payment to any and all indebtedness of the Issuer under the Bond Resolution or the Bonds (herein called "Superior Indebtedness"), in the manner and with the force and effect hereafter set forth: In the event of any liquidation, dissolution or winding up of the Issuer, or of any execution, sale, receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization, or other similar proceeding relative to the Issuer or its property, all principal and interest owing on all Superior Indebtedness shall first be paid in full before any payment is made upon the Subordinated Indebtedness, provided, however, that, except for Revenues, this sentence shall not apply to payments made on such Subordinated Indebtedness from the proceeds of collateral specifically securing such Subordinated Indebtedness; and in any such event any payment or distribution of any kind or character from sources other than the proceeds of collateral specifically securing the Subordinated Indebtedness, except for Revenues, whether in cash, property or securities (other than in securities, including equity securities, or other evidences of indebtedness, the payment of which is subordinated to the payment of all Superior Indebtedness which may at the time be outstanding) which shall be made upon or in respect of the Subordinated Indebtedness shall be paid over to the holders of such Superior Indebtedness, pro rata, for application in payment thereof unless and until such Superior Indebtedness shall have been paid or satisfied in full; and In the event that the Subordinated Indebtedness is declared or become due and payable because of the occurrence of any Event of Default hereunder or otherwise than at the option of the Issuer, under circumstances when the foregoing clause shall not be applicable, the holders of the Subordinated Indebtedness shall be entitled to payments only after there shall first have been paid in full all Superior Indebtedness outstanding at the time the Subordinated Indebtedness so become due and payable because of any such event, or payment shall have been provided for in a manner satisfactory to the holders of such Superior Indebtedness, provided, however, that, except for Revenues, this sentence ---PAGE BREAK--- Schedule A-9 shall not apply to payments made on such Subordinated Indebtedness from the proceeds of collateral specifically securing such Subordinated Indebtedness. The Issuer agrees, for the benefit of the holders of Superior Indebtedness, that in the event that any Subordinated Indebtedness is declared due and payable before its expressed maturity because of the occurrence of a default hereunder, the Issuer will give prompt notice in writing of such happening to the holders of Superior Indebtedness and (ii)) all Superior Indebtedness shall forthwith become immediately due and payable upon demand, regardless of the expressed maturity thereof. Any default in the covenants contained in this section shall be an immediate "Event of Default" without regard to any "grace period" otherwise contained herein. If the holder of the Subordinated Indebtedness is a commercial bank, savings bank, savings and loan association or other financial institution which is authorized by law to accept and hold deposits of money or issue certificates of deposit, such holder must agree to waive any common law or statutory right of setoff with respect to any deposits of the Issuer maintained with or held by such holder. 4.03. Requirements for Refunding Bonds If all or a portion of the proceeds of the Bonds are to be used for refunding purposes, then the following additional conditions shall apply: 1. A defeasance opinion shall be rendered by Bond Counsel to Radian with regard to the obligations of the Issuer paid or deemed to be paid from the proceeds of the Bonds. 2. A verification report in form and substance satisfactory to Radian shall be provided to Radian not less than five business days prior to the Closing. The verifier shall be acceptable to Radian. 3. The proceeds of the Bonds deposited pursuant to the escrow deposit agreement or other similar instrument shall not be invested subject to any forward delivery agreement, hedge, purchase and resale agreement or par-put agreement without the prior written consent of Radian. If the debt to be refinanced is not being advance refunded in accordance with its terms and as described above, the arrangements for the payment of such debt shall be satisfactory to Radian. The use of all or a portion of the proceeds of the Bonds for a “cross-over refunding” shall be subject to the prior written consent and on terms and conditions acceptable to the Insurer in its sole discretion.