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I, . '", incorporated in this resolution and made a part hereof, but with all such changes therein, not inconsistent with the Act or other law, as may be approved by officers executing the same, which approval shall be conclusively evidenced by the execution thereof. The proposal of the Lender to purchase the Note at a price of $450,000 (100% of its par value) is hereby found and determined to be reasonable and is hereby accepted. The Mayor and City Manager are authorized and directed to prepare the Note in typewritten form substantially in the form set forth in Exhibit A hereto. The Note shall be executed by the manual signatures of the Mayor and City Manager and attested by the manual signature of the City Clerk, and the official seal of the City shall be affixed thereto. When so prepared and executed, the Note shall be delivered to the Lender at the time of the execution and delivery of the Loan Agreement and all of the related documents. The Note shall contain a recital that is issued pursuant to the Act, and such recital shall be conclusive evidence of the validity and regularity of the issuance thereof. 6.) Registration Records. The City Clerk, as Note Registrar, shall keep a Note Regi ster in wh ich the Ci ty shall provide for the regi stration of the Note and for transfers of the Note. The principal of and interest on the Note shall be payable to the Lender or registered assigns in lawful money of the united St ates of America at the address of the Lender or registered assigns as shown on the Note Register. 7.) Mutilated, Lost, Stolen or bestro ed Note. If the Note is mutilated, os, s 0 en or es roye, e 1 y may execute and deliver to the registered owner a new Note of like date, number, maturity and tenor as that mutilated, lost, stolen or destroyed: provided that, in the case of mutilation, the mutilated Note shall first be surrendered to the City, and in the case of a lost, stolen or destroyed Note, there shall be first furnished to the City and the Company evidence of such loss, theft or destruction satisfactory to the City and the Company together with indemnity satisfactory to them. The City may charge the noteholder with its reasonable fees and expenses in this connection. 8.) Transfer of Note: Person Treated as Owner. The Note shall be transferable by the registered owner on the Note Register of the City, upon presentation of the Note for notation of such transfer thereon at the office of the City Clerk, as Note Registrar, accompanied by a written instrument of transfer in form satisfactory to the Note Registrar duly executed by the registered owner or its attorney duly authorized in writing. The registered owner seeking to transfer ownership of the Note shall also give written notice thereof to the Company. The Note shall continue to be subject to successive transfers at the option of the registered owner of the Note. No service charge shall be made for any such transfer, but the Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Note Registrar shall give written notice to the Company of any transfer of ownership recorded on the Note Register immediatley upon effectuating the same. The person in whose name the Note shall be registered from time to time shall be deemed and regarded as the absolute owner thereof for all purposesr and payment of or on account of the principal of and interest on the Note shall be made only to or upon the order of the owner thereof, or its attorney duly authorized 4.