11-14-01 1. INDENTURE OF TRUST - Laserfiche WebLink

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Upon surrender for transfer of any fully registered Bond at the office of the Trustee with a written instrument of transfer satisfactory to the Trustee,duly executed by the registered owner or the owner's duly authorized attorney,and upon payment of any tax,fee or other governmental charge required to be paid with respect to such transfer,the City shall execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more fully registered Bonds of the same Series, of any authorized denominations and of a like aggregate principal amount, interest rate and maturity. Except as the right of exchange may be limited as to Bonds of any Series, fully registered Bonds, upon surrender thereof at the office of the Trustee may, at the option of the registered owner thereof, be exchanged for an equal aggregate principal amount of fully registered Bonds of the same Series, maturity and interest rate of any authorized denominations. In all cases in which the privilege of exchanging Bonds or transferring fully registered Bonds is exercised,the City shall execute and the Trustee shall deliver Bonds in accordance with the provisions of this Indenture. For every such exchange or transfer of Bonds,whether temporary or definitive,the City or the Trustee may make a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer,which sum or sums shall be paid by the person requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. Notwithstanding any other provision of this Indenture,the cost of preparing each new Bond upon each exchange or transfer, and any other expenses of the City or the Trustee incurred in connection therewith (except any applicable tax, fee or other governmental charge) shall be paid by the Borrower pursuant to the Loan Agreement. The Trustee shall not be obligated to make any such exchange or transfer of Bonds during the fifteen(15)days next preceding the date of the first publication or the mailing (if there is no publication)of notice of redemption in the case of a proposed redemption of Bonds. The City and Trustee shall not be required to make any transfer or exchange of any Bonds called for redemption. Section 2.05 Payment of Interest on Bonds; Interest Rights Preserved. Interest on any fully registered Bond of any Series which is payable,and is punctually paid or duly provided for,on any Interest Payment Date shall be paid to the person in whose name that Bond(or one or more Predecessor Bonds) is registered at the close of business on the Regular Record Date for such interest payment. Any interest on Bonds which is payable,but is not punctually paid or duly provided for,on any date on which interest is so payable under the terms hereof or any Supplemental Indenture("Defaulted Interest") shall forthwith cease to be payable to the registered Holder on the relevant Regular Record Date solely by virtue of such Holder having been such Holder; and such Defaulted Interest may be paid by the Trustee as provided in Subsection(a)or(b)below: (a) The Trustee may elect to make payment of any Defaulted Interest on the Bonds of any Series to the persons in whose names such Bonds(or their respective Predecessor Bonds)are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest,which shall be fixed in the following manner. The Trustee shall first determine the amount of Defaulted Interest to be paid on each Bond and the date of the proposed payment(which date shall be such as will enable the Trustee to comply with the next sentence). Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the funds for the proposed payment. The Trustee shall promptly notify the Borrower of such Special Record Date and,at the expense of the Borrower,shall cause notice of the - 22 -