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accept the proposal for the purchase of the Note which such officer or officers determine to be most advantageous to the City and all such action previously taken by such officers is approved, ratified and confirmed. 4. Form of Note. The Note shall be in substantially the form attached to this Resolution as Exhibit A, with such appropriate variations, omissions and insertions as are permitted or required by this Resolution. There may be endorsed on the Note such legend or text as may be necessary or appropriate to conform to any applicable rules and regulations of any governmental authority or any usage or requirement of law with respect thereto. 5. Appointment of Note Registrar and Paying Agent. The Chief Financial Officer is appointed as Note Registrar and Paying Agent for the Note. The City Council may appoint a subsequent registrar and/or one or more paying agents for the Note by subsequent resolution and upon giving written notice to the owners of the Note specifying the name and location of the principal office of any such registrar or paying agent. 6. Execution of Note. The Mayor and the City Manager, or either of them, are authorized and directed to execute and deliver an appropriate Note or Notes and the Clerk is authorized to affix the seal of the City thereto and to attest the same. The manner of execution and affixation of the seal may be by facsimile, provided, however, that if all of the signatures are by facsimile, the Notes shall not be valid until signed at the foot thereof by the manual signature of the Note Registrar. 7. Registration. Transfer and Exchange. Upon surrender for transfer or exchange of the Note at the principal office of the Note Registrar, the City shall execute and deliver and the Note Registrar shall authenticate in the name of the transferee a new Note or Notes of an authorized denomination in an aggregate principal amount equal to the Note surrendered and of the same form and maturity and bearing interest at the same rote as the Note surrendered, subject in each case to such reasonable regulations as the City and the Note Registrar may prescribe. Any Notes presented for transfer or exchange shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in form and substance reasonably satisfactory to the City and the Note Registrar, duly executed bythe registered owner or by his or her duly authorized attorney-in-fact or legal representative. No Note may be registered to bearer. 8. Charges for Exchange or Transfer. No charge shall be made for any exchange or transfer of the Note. but the City may require payment by the registered owner of the Note of a sum sufficient to cover any tax or other governmental charge which may be imposed with respect to the transfer or exchange of such Note. 9. Non-Arbitrage Certificate and Tax Covenants. The Chief Financial Officer and such officers and agents of the City. as she may designate are authorized and directed to execute a Non-Arbitrage Certificate and Tax Covenants setting forth the expected use and investment of the proceeds of the Note and containing such covenants as may be necessary in order to comply with the prowsions of the Internal Revenue Code of 1986, as amended ("Code"), including the provisions of Section 148 of the Code and applicable regulations relating to 'arbitrage bonds." The City Council covenants on behalf of the City that the proceeds from the issuance and sate of the Note will be invested and expended as set forth in the City's Non-Arbitrage Certificate and