Approving Industrial Development Revenue Bonds - Marion W. Dunn Project

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the Notes sufficient for the prompt payment when due of The ;pwa"�ncc- pal of, premium, if any, and interest on the Bonds are tose_zmade'*.T the User to the Trustee for "the account of the Issuer and deposxi` in a special account created by the Issuer and designated T&,oa Bend Economic Development Revenue Bond Fund Marion W. _Dunn ect "; such payments have been duly assigned and pledged 'to the Trustee for that purpose; and under the Indenture .the rights of,tibe Issuer under the Loan Agreement and the Notes have been assigned and pledged to the Trustee to secure payment of such principal, premium, if any, and interest on the Bonds. The Bonds do not now and shall never constitute an indebtedness of or a charge against the general credit or taxing power of the Issuer. The Bonds are callable for redemption in the event (i) the User shall exercise its option to prepay the loan pursuant to sub- section (1), (2), (3) or (4) of Section 6.1(a) of the Loan Agreement relating to damage or destruction of the Project, condemnation of the Project or certain extraordinary conditions affecting the Loan Agreement or the Project, or (ii) the User becomes obligated to prepay the loan pursuant to Section 6.1(b) of the Loan Agreement upon receipt of notice from any Bondholder or the Trustee of a Determination of Taxability (as defined in Section 6.3 of the Loan Agreement). If called for redemption as a result of any of the events referred to in clause (i) above, the Bonds shall be subject to re- demption by the Issuer on any interest payment date in whole (or in part if pursuant to 6.1(a)(4) of the Loan Agreement) at a redemption price of 100% of the principal amount thereof plus accrued interest to the redemption date. If called for redemption due to the event described in clause (ii) above, the amount payable shall be a sum sufficient, together with other funds deposited with Trustee and available for such purpose, to pay the principal of and interest on the Bonds outstanding on the date of the occurrence of the Determination of Taxability, as defined in the Loan Agreement, plus the increase in the Federal and /or State tax liability of the holders of such Bonds due to the occurrence of a Determination of Taxability as set forth in Section 6.3 of the Loan Agreement, and to pay all reasonable and necessary fees and expenses of Trustee accrued and to accrue through final payment of the Bonds. The holder of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as pro- vided in the Indenture. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all of the Bonds issued under the Indenture and then outstanding may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon. Modifications or alterations of the Indenture, or of any supplements thereto, may be made only to the extent and in the circumstances permitted by the Indenture. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required to exist, happen and be per- formed precedent to and in the execution and delivery of the Inden- ture and the issuance of this Bond and the series of which it forms a part do exist, have happened and have been performed in due time, form and manner as required by law; and the issuance of this Bond and the issue of which it forms a part, together with all other obligations of the Issuer, does not exceed or violate any constitu- tional or statutory limitation. The Bond shall not purpose or be entitled to any Lure until the certificate of signed by the Trustee. - HORNPURG. MCGIL.L. tlE MURRAY be valid or become obligatory for any security or benefit under the Inden- authentication hereon shall have been -2-