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100 of 1981 - Adopting Resolution 100 of 1981 providing for the issuance of water and sewer bonds; and Resolution 1 • 4/ N to 33 a+ v • O v O O C (p CD < .- -0 H N �. 0 0 cf. O fD 0 moni Z t0 C --. N O < Z 0� O • O _. 0 . C N rt, 3 N Cr. to tO CrC CO 0 Z O 7 n O D O i • O ■ `. 0, O r+ O CD Z 1, s , SALT LAKE CITY, UTAH RESOLUTION NO. PROVIDING FOR THE ISSUANCE OF WATER AND SEWER REVENUE BONDS Adopted November 3, 1981 1 TABLE OF CONTENTS ARTICLE I - DEFINITIONS, STATUTORY AUTHORITY AND EQUALITY OF BONDS SECTION Page 1.01 Definitions , 1 Accountant' s Certificate 1 Accrued Aggregate Debt Service 1 Act 2 Aggregate Debt Service 2 Authorized Officer 2 Average Aggregate Debt Service 2 Bond Anticipation Notes 2 Bond Service Account 2 Bonds 3 Bondholder 3 Calendar Year 3 City 3 Code 3 Construction Bonds 3 Construction Fund 3 Cost of Construction 3 Council . 5 Debt Service 5 Debt Service Reserve Account 5 Depositary 6 Engineer ' s Certificate 6 Estimated Net Revenues 6 Fiduciary or Fiduciaries 6 Financial Newspaper or Journal 6 Fiscal Year - 7 Fund 7 Independent Public Accountant 7 Investment Securities 7 Net Revenues 9 Operation and Maintenance Costs 9 Opinion of Counsel 9 Outstanding 10 Paying Agent 10 Principal and Interest Fund 10 Principal Installment 10 Project 11 Project Account 11 Qualified Engineer 11 -i- Redemption Price 12 Refunding Bonds 12 Renewal and Replacement Fund 12 Renewal and Replacement Fund Reserve Requirement 12 Resolution 12 Revenue Fund 12 Revenues 13 Series 13 Sinking Fund Installment 13 Supplemental Resolution 13 System 14 Trustee 14 Written Certificate of the City, Written Request, of the City, Written Statement of the City 14 Year 15 1 .02 Authority for the Resolution 15 1 .03 Resolution to Constitute a Contract; Equal Security 15 ARTICLE II - AUTHORIZATION AND ISSUANCE OF BONDS 2.01 Authorization of Bonds 16 2.02 General Provisions for the Issuance of Bonds 16 2.03 Special Provisions for the Issuance of Construction Bonds 19 2.04 Special Provisions for the Issuance of Refunding Bonds 22 ARTICLE III - TERMS AND PROVISIONS OF BONDS 3.01 Terms of Bonds 24 3.02 Execution of Bonds 25 3.03 Transfer of Coupon Bonds . 26 3.04 Registration of Coupon Bonds 27 3.05 Transfer of Fully Registered Bonds 28 3.06 Exchange of Bonds 28 3.07 Bond Registration Books 29 3.08 Temporary Bonds 29 3.09 Bonds Mutilated, Lost, Destroyed or Stolen 29 -li- ARTICLE IV - REDEMPTION OF BONDS 4.01 Privilege of Redemption of Bonds 30 4.02 Selection of Bonds for Redemption 31 4.03 Notice of Redemption 31 4.04 Partial Redemption of Registered Bonds 32 4.05 Effect of Redemption 32 4.06 Disposition of Redeemed Bonds 33 ARTICLE V - PLEDGE OF REVENUES; ESTABLISHMENT OF FUNDS AND APPLICATION THEREOF 5.01 The Pledge Effected by the Resolution 33 5.02 Establishment of Funds 33 5.03 Construction Fund 33 5.04 Revenues ; Revenue Fund; Payment of Operation and_ Maintenance Costs 37 5.05 Flow of Funds 37 5.06 Principal and Interest Fund - Bond Service Account 40 5.07 Principal and Interest Fund - Debt Service Reserve Account 41 5.08 Renewal and Replacement Fund 42 5.09 Purchase of Bonds 43 ARTICLE VI - COVENANTS OF THE CITY 6.01 Punctual Payment of Bonds 44 6.02 Construction of Projects 44 6.03 Against Encumbrances 44 6.04 Against Sale or Other Disposition of Property Except Under Conditions 44 6.05 Operation and Maintenance 45 6.06 Qualified Engineer 45 6.07 Maintenance of Revenues 45 6.08 Observance of Laws and Regulations 47 6.09 Payment of Taxes and Claims 47 6. 10 Insurance 47 6.11 Accounts and Reports 48 6.12 Rates and Charges 50 6. 13 Maintenance of Paying Agents 51 6. 14 Eminent Domain 51 6.15 Reconstruction of System; Application of Insurance Proceeds 53 6. 16 Accumulation of Coupons 53 6. 17 Compliance with Resolution 54 -iii- 6.18 Power to Issue Bonds and Pledge Revenues and Other Funds 54 6. 19 Power to Own System and Collect Rates and Fees 55 6.20 Existence of City 55 6.21 General 55 ARTICLE VII - THE TRUSTEE AND THE PAYING AGENTS 7 .01 Appointment of Trustee 55 7.02 Paying Agents ; Appointment and Acceptance of Duties; Removal 56 7.03 Terms and Conditions of the Trusts 56 7.04 Intervention by the Trustee 61 7.05 Successor Trustee 61 7.06 Concerning Any Successor Trustee 62 7.07 Compensation of the Trustee and Its Lien 62 7 .08 Appointment of Co-Trustee . . 63 ARTICLE VIII - MODIFICATION OR AMENDMENT OF RESOLUTION 8.01 Amendments Permitted 64 8.02 Bondholders ' Meetings . . , 65 8.03 Amendment by Written Consent 66 8.04 Disqualified Bonds 67 8.05 Effect of Modification or Amendment 67 8.06 Endorsement or Replacement of Bonds Issued After Amendments 67 ARTICLE IX - EVENTS OF DEFAULT AND REMEDIES OF BONDHOLDERS 9.01 Events of Default 68 9.02 Acceleration 69 9.03 Accounting and Examination of Records after Default 70 9.04 Application of Revenues and Other Moneys After Default 70 9.05 Right and Remedies of Bondholders 72 9.06 Appointment of Receiver 73 9.07 Non-Waiver 73 9.08 Remedies Not Exclusive 74 -iv- ARTICLE X - DEPOSITS AND INVESTMENT OF FUNDS 10.01 Deposits 74 10.02 Investment of Funds 76 10.03 Arbitrage Covenant 76 ARTICLE XI - DEFEASANCE 11 .01 Discharge of Indebtedness 77 11 .02 Unclaimed Moneys 79 ARTICLE XII - MISCELLANEOUS 12.01 Limited Liability of City 79 12.02 Benefits of Resolution Limited to Parties 80 12.03 Successor is Deemed Included in All References to Predecessor 80 12.04 Execution of Documents by Bondholders 80 12.05 Publication for Successive Weeks 81 12.06 Waiver of Notice 81 12.07 Cremation or Destruction of Canceled Bonds 81 12.08 Governing Law 82 12.09 Article and Section Headings 82 12. 10 Partial Invalidity - 82 12.11 Conflicting Resolutions; Effective Date 82 -v- RESOLUTION NO. PROVIDING FOR THE ISSUANCE OF WATER AND SEWER REVENUE BONDS WHEREAS, the Municipal Council of Salt Lake City, Salt Lake County, Utah, a municipal corporation and political subdivision of the State of Utah, has determined to undertake the acquisition of improvements and extensions to the public utility of the City comprising its municipal waterworks and water system and its sanitary sewer system and sewage treatment plants and all other improvements, facilities , or property used in connection with the acquisition, storage, transportation and supplying of water for domestic, industrial; irrigation, recreational and otner purposes and in connection with the collection, treatment and disposal of sewage, and to finance the cost of such acquisition by the issuance of revenue bonds as authorized by law; NOW, THEREFORE, BE IT RESOLVED by the Municipal Council of Salt Lake City, Salt Lake County, Utah, as follows: ARTICLE I DEFINITIONS, STATUTORY AUTHORITY AND EQUALITY OF BONDS SECTION 1 .01 . Dpfinitinns. Unless the context otherwise requires , the terms in this section defined shall, for all purposes of the Resolution and of any certificate, opinion or other document herein mentioned, have the meanings herein specified. ACCOUNTANT'S CERTIFICATE "Accountant ' s Certificate" means a certificate signed by an Independent Public Accountant. ACCRUED AGGREGATE DEBT SERVICE "Accrued Aggregate Debt Service" means , as of any date of calculation, the sum of the amounts of Debt Service that have accrued with respect to all Series of Bonds , calculating the Debt Service that has accrued with respect to each Series of Bonds as an amount equal to the sum of (i) the interest on the Bonds of such Series that has accrued and is, unpaid and that will have accrued by the end of the then current calendar month, and (ii) that portion of the next due Principal Installment for the Bonds of such Series that would have accrued (if deemed to accrue in the manner set forth in the definition of "Debt Service" in this section) by the end of the then current calendar month. ACT "Act" means the Utah Municipal Bond Act, Chapter 14 of Title 11 , Utah Code Annotated, 1953 , as amended, and all _ laws amendatory thereof or supplemental thereto. AGGREGATE DEBT SERVICE "Aggregate Debt Service" means , as of any date of calculation and with respect to any period, the sum of the amounts of Debt Service for all Series of Bonds outstanding for such period. AUTHORIZED OFFICER "Authorized Officer" means the Director of the Department ' of Public Utilities of the City, its Mayor, its City Recorder or its City- Treasurer , and any other person authorized by resolution of the Council to perform the act or sign the document in question. AVERAGE AGGREGATE DEBT SERVICE "Average Aggregate Debt Service" means , as of any date of calculation, the total of the Aggregate Debt Service as computed for each Fiscal Year during which any of the Bonds are Outstanding, divided by the number of such Fiscal Years, BOND ANTICIPATION NOTES "Bond Anticipation Notes" means notes issued by the City in advance of the permanent financing of the City for a Project pursuant to the provisions of the Act. BOND SERVICE ACCOUNT "Bond Service Account" means the Bond Service Account in the Principal and Interest Fund established in Section 5.02. -2- BONDS "Bonds" means bonds , notes or other obligations authorized . by and at' any time Outstanding pursuant to the Resolution. BONDHOLDER "Bondholder" or "Holder of Bonds" , or any similar term, means any person who shall be the bearer of any coupon Bond or Bonds or the registered owner of any coupon Bond or Bonds registered as to principal or of any fully registered Bond. or Bonds. CALENDAR YEAR "Calendar Year" means the period commencing on January 1 of each year and terminating on the next succeeding December 31 . CITY "City" means Salt Lake City, Salt Lake County, Utah, a municipal corporation and political subdivision of the State of Utah. CODE "Code" means the Internal Revenue Code of 1954, as amended and supplemented from time to time. CONSTRUCTION BONDS "Construction Bonds" means all Bonds, whether issued in one or more Series , authenticated and delivered pursuant to Section 2.03, and any Bonds thereafter authenticated and delivered in lieu thereof or in substitution therefor pursuant to Article III or Section 4.04 or Section 8.06. CONSTRUCTION FUND "Construction Fund" means the fund by that name established in Section 5.02. COST OF CONSTRUCTION "Cost of Construction" means the costs of the City properly attributable to the-acquisition of any Project and .3. • all expenses preliminary and incidental thereto incurred by the City in connection therewith and in the issuance of the Bonds , including all engineering,- fiscal and legal expenses and costs of issuance for which funds maybe disbursed from the Construction Fund and interest during construction, including but not limited to: (1 ) Payment of the construction costs of a Project. (2) Payment of the initial or acceptance fee of the Trustee, (3) Payment to the City of such amounts, if any, as shall be necessary to reimburse the City in full for advances and payments theretofore made or costs theretofore incurred .by the City for any item of Cost of Construction. (4) Costs for the obtaining of any insurance policy or policies or surety bonds with respect to a Project by the City during the construction of such Project. • (5) Payment_ of audit fees and expenses for maintenance of -construction records required to be kept with respect to a Project. (6) Payment of the costs of any necessary litigation and the obtaining of all necessary permits and rulings. (7) Payment of the costs of issuance of the Bonds including legal, accounting and fiscal agent and underwriting fees and expenses, bond insurance premiums, bond discount , printing and engraving costs and fees of rating agencies, incurred in connection with the authorization, sale and issuance of the Bonds and preparation of the Resolution and Supplemental Resolution pursuant to which the Bonds will be issued. (8) The amount, if any, to be deposited into the Construction Fund pursuant to paragraph (9) of Section 2.02(a) , representing interest on the Bonds estimated to fall due during the period of construction of a Project and for not more than -12 months thereafter. -4- • (9) The amount. if any, to be deposited into the Debt Service Reserve Account pursuant to paragraph (10) of Section 2.02(a) . (10) The amount, if any, to be deposited into the Renewal ana Replacement Fund pursuant to paragraph (41) of Section 2.02(a) . (11 ) Payment of principal of and interest on Bond Anticipation Notes , if any, issued by the City in connection with a Project. (12) Payment of any_ other costs and expenses relating to a Project, including fees and expenses of the Trustee during the construction period of a Project. COUNCIL "Council" means the Municipal Council of the City, or any other governing body of the City hereafter provided for pursuant to law. DEBT SERVICE "Debt Service" means for any particular Fiscal Year and for any Series of Bonds an amount equal to the sum of (a) all interest (net of any_ interest subsidy with respect to Bonds paid or payable to or for the account of the City by any governmental body or agency) payable during such Fiscal Year on such Bonds Outstanding plus (b) the Principal installment or installments during such Fiscal Year on such Bonds Outstanding, calculated on the assumption that Bonds Outstanding on the day of calculation cease to be Outstanding by reason of , but only by reason of, payment either upon maturity or application of any Sinking Fund Installments required by the Resolution. DEBT SERVICE RESERVE ACCOUNT "Debt Service Reserve Account" means the Debt Service Reserve Account in the Principal and Interest Fund established in Section 5.02. -5. • DEPOSITARY "Depositary" means any bank or trust company selected • by the City and satisfactory to the Trustee as a depositary of moneys and securities held under the provisions of the Resolution, and may include the Trustee. ENGINEER 'S CERTIFICATE "Engineer ' s Certificate" means a certificate or opinion signed by a Qualified Engineer. ESTIMATED NET REVENUES "Estimated Net Revenues" means , for any Fiscal Year, the estimated Revenues for such -Fiscal Year less the estimated Operation and Maintenance Costs for sucn Year , based upon - estimates prepared by a Qualified Engineer and_ approved by resolution of the Council duly adopted. In Computing Estimated Net Revenues, historical Revenues may be adjusted by the Qualified Engineer to include not more then - the Revenues estimated to be available to the City in such Fiscal Year from: (i) any rate increas.e' which was_ put into effect prior to the delivery of a Series of Bonds in connection with which an estimate is made; (ii) any_ customers connected to the System curing or subsequent to the Fiscal Year for which the Estimated Net Revenues are being computed; and (iii) any improvements ' or additions to the System to be constructed in whole or in part with the proceeds of a Series of Bonds or from other sources. Historical Operation and Maintenance Expenses shall also be adjusted by the qualified Engineer to reflect any anticipated increases or decreases in Operation and Maintenance Expenses, whether a_ s a result of the construction of a Project or otherwise. FIDUCIARY OR FIDUCIARIES "Fiduciary" or "Fiduciaries" means the Trustee, the Paying Agents, or any or all of them, as may be appropriate. FINANCIAL NEWSPAPER OR JOURNAL "Financial Newspaper or Journal" means The Wall Street Journal or The Daily Bond Buyer or any_ other newspaper or journal printed in the English language and customarily published on each business day devoted to financial news and selected by the Trustee, whose decision shall be final. •6. FISCAL YEAR - "Fiscal Year" means the annual accounting period of the City as from time to time in effect, initially a period commencing on July 1 of each Calendar Year and ending on the next succeeding June 30. - FUND "Fund" means one of the funds confirmed and established pursuant to Section 5.02. INDEPENDENT PUBLIC ACCOUNTANT • "Independent Public Accountant" means any certified public accountant or firm of such accountants appointed and paid by the City, and who, or each of whom (i) is in fact independent and not under domination of the City; (11) does not have any substantial interest, direct or indirect, with the City; _ (Ili) is not connected with the City as an officer or employee of the City, but wno may be regularly retained to make annual or other audits of the books of or reports to the City; and (iv) is satisfactory to the Trustee. The Trustee shall be entitled to rely on the written statement of a certified- public accountant or firm of such accountants as to his or its compliance with the terms of this definition. - - INVESTMENT SECURITIES "Investment Securities" means any of the following securities, if and to the extent that the same are at the time legal for investment of City funds: -7.. (i) Direct obligations of or obligations guaranteed by the United States of America; (ii) Bonds , debentures or notes or other evidence of indebtedness issued by any of the following agencies: Bank for Cooperatives ; Federal Intermediate Credit Bank; Federal Home Loan Bank System; the Export- Import Bank of the United States ; Federal Land Banks ; the Federal National Mortgage Association; the United States Postal Service; the Tennessee Valley Authority; the Government National Mortgage Association; the Federal Financing Bank; or any agency or instrumentality of the United States of America which shall be established fort the purposes of acquiring the obligations of any of the foregoing or otherwise providing financing therefor ; (iii) Repurchase Agreements , to the extent permitted by law, with any bank or trust company, selected by the City and satisfactory to the Trustee, acting as principal or agent, for securities described in (i) and (ii) above, if such securities are delivered to the Trustee or are supported by a safekeeping receipt issued by a qualified depositary within the meaning of Section 51-7-3, Utah Code Annotated, 1953, as amended; (iv) New Housing Authority Bonds issued by public agencies or municipalities and fully secured as to the payment of both principal and interest by a pledge of annual contributions under an Annual Contributions Contract or Contracts with the United States of America; or Project Notes issued by public agencies or municipalities and fully secured as to the payment of both principal and interest by a requisition or payment agreement with the United States of America; (v) Direct and general obligations of any State within the territorial United States of America, to the payment of the principal of and interest on which the full faith and credit of such State is pledged, provided that at the time of their purchase under the Resolution, such obligations are rated in either of the two highest rating categories by a nationally recognized bond rating agency; and (vi) Certificates of Deposit issued by a commercial bank which has a combined capital and surplus of at least $100,000,000. -8- • NET REVENUES "Net Revenues" means, for any period, the Revenues during such period less ' the- Operation and -Maintenance Costs during such period. OPERATION AND MAINTENANCE COSTS "Operation and Maintenance Costs" means all actual operation and maintenance costs related to the System incurred by the City in any particular Fiscal Year or period -to which said term is applicable or charges made therefor during such Fiscal Year or period. • Such Operation and Maintenance Costs include, but are not limited to,- amounts paid by the -City for improvement, repair, replacement or for the acquisition of any item of equipment related to the System, for salaries and wages, employees ' health, hospitalization, pension and retirement expenses , fees for services, materials and supplies, rents, administrative and general expenses, insurance expenses, Trustee, Paying Agent, legal, engineering, accounting and financial advisory fees and expenses and costs of other- consulting and technical services , training of personnel, taxes , payments in lieu of taxes and other governmental charges , fuel costs , payments for the purchase of water for distribution in the System, and any other current expenses or obligations required to be paid by the City under the provisions of the Resolution or by Law, all to the extent properly allocable to the System. Such Operation and Maintenance Costs do not include depreciation or obsolescence charges or reserves therefor, amortization of intangibles or other bookkeeping entries of a similar nature, interest charges and charges for the payment of principal , or amortization; of bonded or other indebtedness of the City, costs , or charges made therefor, and do not include losses from the sale, abandonment, reclassification, revaluation or other disposition of any properties. OPINION OF COUNSEL "Opinion of Counsel" means a written opinion of counsel selected by the City and satisfactory to the Trustee. Any Opinion of Counsel may be based; insofar as it relates to factual matters on information with respect to which is in the possession of the City, upon a Written Certificate of the City, ' unless such counsel knows , or in the exercise of reasonable care should have known, that such Written Certificate is erroneous. .9. OUTSTANDING "Outstanding" means , as of any date of calculation (subject to the provisions of Section- 8.04) , all Bonds which have been duly authenticated and delivered by- the Trustee except: (a) Bonds theretofore cancelled by the Trustee or delivered Co the Trustee for cancellation; (b) Bonds fot the payment or redemption of which cash funds or Investment Securities shall have theretofore been deposited with the Trustee (whether upon or prior to the maturity or redemption date of any such Bonds) , provided that, it such Bonds are to be redeemed, notice of such redemption has been duly given pursuant to the provisions of the Resolution or arrangements satisfactory to the Trustee shall have been made therefor, or waiver of such notice satisfactory in form to the Trustee shall have been filed with the Trustee ; and (c) Bonds in exchange- for or in lieu of which other Bonds have been authenticated or delivered pursuant to the terms of Section 3.09 unless- they are coupon Bonds which have been redelivered upon subsequent exchanges of fully registered Bonds for coupon Bonds as permitted by the Resolution. PAYING AGENT • "Paying Agent" means any bank or trust company designated as paying agent for the Bonds of any Series, and its successor or successors hereinafter appointed in the manner provided in the Resolution. PRINCIPAL AND INTEREST FUND "Principal and Interest Fund" means the fund by that name established in' Section 5.02. PRINCIPAL INSTALLMENT "Principal Installment" means , as of any date of calculation and with respect to any Series of Bonds, so long as any Bonds- thereof are Outstanding , (i) the principal amount of Bonds of such Series due on a certain future date for which no Sinking Fund Installments have been establishes, _or (ii) the unsatisfied balance (determined as provided in the definition of "Sinking Fund installment" in this section) of any Sinking Fund Installment due on a certain future date for Bonds of such Series , plus the amount of the- sinking fund redemption premiums , if any, which would be applicable upon redemption of such Bonds on such future date in a principal amount equal to such unsatisfied balance of such Sinking. Fund Installment, or (ill) -10- if such future dates coincide as to different Bonds of such Series, the sum of such principal amount of Bonds and of such unsatisfied balance of such Sinking Fund, Installment due on such future date plus such applicable redemption premiums, if any. PROJECT "Project" means the acquisition of additions , improvements and extensions to the public utility of the City comprising the System; however, only if and to the extent that the same shall be designated by the City as a Project in a Supplemental Resolution authorizing the issuance of the initial Series of Construction Bonds for such Project in accordance with Section 2.03. - PROJECT ACCOUNT "Project Account" means the separate account for each Project in the Construction Fund. QUALIFIED ENGINEER "Qualified Engineer" means any registered or licensed engineer or architect and engineer or- firm of such engineers or architects and engineers generally recognized to be well qualified in engineering matters relating to construction and maintenance of municipal water and sewer systems, appointed and paid by the City, who shall either: (a) be the Public Utilities Chief Engineer of the City; or (b) (1 ) be in fact independent and_ not under the domination of the City; (2) not have any substantial interest, direct or indirect, with the City; and (3) not be connected with the City as an officer or employee of the City but Who may be regularly retained to make annual or other periodic reports to the City. -11- REDEMPTION PRICE "Redemption Price" means , with respect to any Bond, the principal amount thereof plus the applicable premium, if any, payable upon redemption thereof pursuant to any Supplemental Resolution. REFUNDING BONDS "Refunding Bonds" means all Bonds , whether issued in one or more Series , authenticated and delivered pursuant to Section 2.04, and any Bonds thereafter authenticated and delivered in lieu thereof or in substitution therefor pursuant to Article III or Section 4.04 or Section 8 .06. RENEWAL AND REPLACEMENT FUND "Renewal and Replacement Fund" means the fund by that name established in Section 5.02. RENEWAL AND REPLACEMENT FUND RESERVE REQUIREMENT "Renewal and Replacement Fund Reserve Requirement" means the amount required to be on deposit in the Renewal and Replacement Fund which shall be an amount equal to not less than (a) Three Hundred Thousand Dollars ($300,000) to be accumulated in not to exceed one hundred twenty (120) approximately equal monthly installments commencing on such date to be fixed in a Supplemental Resolution or (b) such different amount as may be required from time to time by a Supplemental Resolution. RESOLUTION "Resolution" means this Resolution No. -,-�- providing for the issuance of Water and Sewer Revenue Bonds as from time to time amended or supplemented by Supplemental Resolutions. REVENUE FUND "Revenue Fund" means the special enterprise fund of the City to be known as the "City of Salt Lake Water and Sewer System Revenue Fund" established in Section 5.02 , which shall be kept separate and apart from any other City funds and accounts . -12- REVENUES "Revenues" means all revenues, connection fees, income, rents and_ receipts derived by' the City from or attributable to the System from and after the date of delivery of the first Series of Construction Bonds , including the proceeds of any insurance covering business interruption loss. "Revenues" also includes all interest, profits or other income derived from- the investment of any_ moneys held pursuant to the Resolution and required to be paid into the Revenue_ Fund and the proceeds of any_ interest subsidy with respect to the Bonds paid for or for the account of the City by any governmental body or agency. Revenues shall not -include: (a) proceeds received on insurance resulting from casualty damage to assets of the System; or (b) the proceeds of sale of Ballast notes or other ooligations issued for System purposes. SERIES "Series" means all of the Bonds designated as being of the same Series authenticated and delivered on original issuance in a simultaneous transaction,. and any Bonds thereafter authenticated and delivered in lieu thereof or in substitution therefor pursuant to Article III Or Section 4.04 or Section 8.06. SINKING FUND INSTALLMENT "Sinking Fund Installment" means an amount so designated which is established pursuant toparagraph (8) of subsection (a) of Section- 2.02. The portion of any such Sinking Fund Installment remaining after the deduction of any such amounts credited pursuant to Section 5.05(c) , 5.06(b) or 5.09 toward the same (or the original amount of any such Sinking Fund Installment if no such amounts shall have been credited toward the same) shall constitute the unsatisfied balance of such Sinking Fund Installment for the purpose of calculation of Sinking Fund Installments due on a future date. SUPPLEMENTAL RESOLUTION "Supplemental Resolution" means any resolution in full force and effect which has been duly adopted by the Board under the Act; but only if and to the extent that sucn Supplemental Resolution is adopted in accordance with the provisions of the Resolution. -13- SYSTEM • "System" means the complete combined, waterworks plant and system and sewerage collection, treatment and disposal plant and system of the City serving the City-and its inhabitants and the inhabitants' of the territory adjacent thereto, including all improvements, extensions, and additions thereto which may be made while any of the bonds ' remain Outstanding, and including all property, real, personal and mixed, of every nature now or hereafter owned by the City and used or useful in the operation of its waterworks or sewerage properties. TRUSTEE "Trustee" means the trustee to be appointed by the City pursuant to Section 7.01 , its successors and_ assigns , and any other corporation or association wnicn nay at any time be substituted in its place as provided herein. _ WRITTEN CERTIFICATE OF THE CITY , WRITTEN REQUEST OF THE CITY , WRITTEN STATEMENT OF THE CITY "Written Certificate of the City" , "Written Request of the City" and_ "Written Statement of the ' City" means an instrument in writing signed- on behalf of the City by an Authorized Officer (or Officers) thereof. Any such instrument and any supporting Opinions or certificates may, but need not, be combined in a single instrument with any other instrument, opinion or certificate, and the two or more so combined shall be read and construed so as to form a single_ instrument. Any such instrument may be based, insofar as it relates to legal, accounting or engineering matters, upon the opinion or certificate of counsel, consultants , accountants or engineers , unless the Authorized Officer (or Officers) signing such Written Certificate or Request or Statement knows , or in the exercise of reasonable care should have known, that the opinion or certificate with respect to the matters upon which such Written Certificate or Request or Statement may be based, as aforesaid, is erroneous. The same Authorized Officer (or Officers) , or the same counsel, consultant, accountant or engineer , as the case may be, need not certify to all of the matters required to be certified under any provision of the Resolution, but different Authorized Officers , counsel , consultants , accountants or engineers may certify to different facts, respectively. Every Written Certificate or Request or-Statement -of the City, and every certificate or opinion of counsel , consultant, accountants or engineers provided for herein shall include - -14- ( 1) a statement that the person making such certificate , request, statement or opinion has read the pertinent provisions ' af the Resolution to which such certificate, request, statement or opinion relates ; (2) a brief statement as to the nature and scope of the examination or investigation upon which the certificate, request, statement or opinion is based; (3) a statement that, in the opinion of such person, he has- made such- examination or investigation as is necessary to enable him to express an informed opinion with respect to the subject matter referred to in the instrument to which his signature is affixed; and (4) with respect to any statement relating to compliance with any provision hereof; a_ statement whether or not, in the opinion of such person, such provision has been -complied with. ' YEAR - "Year" means any period of twelve consecutive months. Except where the context otherwise requires , words importing the singular number shall include -the plural number and vice versa,_ and words importing persons shall include firms, associations, trusts, corporations or .governments or agencies or political subdivisions thereof. SECTION 1.02. 4-4Q •4• m4454 A. The Resolution is adopted pursuant to the provisions of the Act. SECTION 1 .0 3. 444,94,urapja.44.4141AUtittutsma. C o r t r as t!, 4$14 ,a1QUL1 ,. In consideration of the acceptance of the Bonds , the issuance of which is authorized hereunder , by those who shall hold the same from time to time, the Resolution shall be deemed to be and shall constitute a contract between the City and the Holders from time to time of the Bonds and the interest coupons appertaining thereto, and the pledge made in the Resolution by the City and the covenants and agreements set torth in the Resolution to be performed by the City shall be for the equal and_ proportionate benefit , security and protection of all Holders of the Bonds and such interest coupons, -15- without preference,• priority or distinction as to security or otherwise of any of the Bonds or interest coupons authorized hereunder .over any of the others by reason of time of issuance, sale or maturity thereof or otherwise for any cause whatsoever, except as- expressly provided in or permitted by the Resolution. ARTICLE II • AUTHORIZATION AND ISSUANCE OF BONDS SECTION 2.01 . t1, „�, ,,, „� Bonds designated as "Water and Sewer Revenue Bonds" are hereby authorized to be issued by the City under the Resolution. The maximum principal amount of the Bonds which may be issued hereunder is not limited; subject, however, to the right of the City, which is hereby reserved, to limit or restrict the aggregate principal amount of the Bonds which may at any time be issues or Outstanding hereunder. Bonds may be issued in such Series as from time to time shall be established and authorized by the City. The Bonds may be issued in one or more Series pursuant to one or more Supplemental Resolutions. The designation of the Bonds shall include, in addition to the name "Water and Sewer Revenue Bonds" , such further appropriate particular designation added to or incorporated in such title for the Bonds of any particular Series as the City may determine. Each Bond shall bear upon its' face the designation so determined far the Series to which it belongs. Each Bona shall recite in substance that it, including the interest thereon, is payable solely from the Revenues and other funds of the City pledged` for the payment thereof and that it does not constitute a debt of the City within the meaning of any constitutional or statutory limitations or provisions. SECTION 2.02. q! $arr# ,sh.+,-.TYncg 44.4441111. (a) Whenever the City shall determine to issue any Series of Bonds , the City shall adopt a Supplemental Resolution which shall specify the following: (1 ) The purpose for which such Series of Bonds is to be issues, which shall be either (i) the purpose set forth in Section 2.03 or (ii) the purpose set forth in Section 2.04; -16- • (2) The authorized principal amount and Series designation of such Series of Bonds ; (3) The date and the maturity date or dates of the Bonds of such Series, provided that (i) each maturity date shall fall upon an interest payment date and (ii) all the Bonds of like maturity shall be identical in all respects, except as to denominations and number and except that they may be in either coupon or registered form; (4) The interest rate or rates of the Bonds of such Series, or the manner of determining such rate or rates, and the interest payment dates therefor , provided that the interest payment dates shall be semiannual and shall be identical for ell Bonds of such Series ; provided that the first such interest. payment date may be less than, but shall be not more than, one year- following the actual date of authentication and delivery of such Bonds ; (5) The_ denomination or denominations of the coupon Bonds of such Series ; (6) The Paying Agent or Paying Agents and the place or places of payment of the principal and Redemption Price or Prices, if any, of , and interest on, the coupon Bonds of such Series; . (7) The Redemption Price or Prices , if any, and subject to Article IV, the redemption terms ,. if any, for the Bonds of such Series; (8) The amount and due date of each Sinking Fund Installment, if any, for the Bonds of such Series , provided that each Sinking Fund Installment due date shall fall upon a_ n interest payment date for such Bonds ; (9) The amount, if any, to be deposited from the proceeds of such Series of Bonds into the Construction Fund to pay interest on such Series of Bonds estimated to fall due during the period of construction of a Project and for not more than 12 months thereafter ; -17- • • (10) The amount, if any, to be deposited from the proceeds of such Series of Bonds into the_ Debt Service Reserve Account in the Principal and -Interest Fund; (11) The amount, if any, to be deposited from any legally available source into the Renewal and Replacement Nund; (12) The forms of the Bonds of such Series , of the coupons to be attached to the coupon Bonds of such Series and_ of the Trustee ' s certificate of authentication; and (13) The Supplemental Resolution with respect to the first Series of Bonds shall proviae for the appointment of the Trustee. (b) All (but not less than all) of the Bonds of any Series shall be executes by the City for issuance under the- Resolution and delivered to the Trustee and thereupon shall be authenticated by the Trustee and by it delivered to the City or upon the Written Request of the City: but only upon receipt by the Trustee of the following documents or moneys or securities, all of such documents dated or certified, as the case may be, as of the date of such delivery by the Trustee (unless the Trustee shall accept any of such documents bearing a prior date) : ( 1) A certified copy of the Supplemental Resolution authorizing the issuance of the Bonds of such Series ; (2) A Written Request of the City as to the delivery of the Bonds of such Series; (3) A Written Certificate of the City setting forth (A) the Debt Service far each Fiscal Year of the Bonds of such Series' or (B) the Aggregate Uebt Service for all Outstanding Bonds, including such Series of Bonds being issued, for each' Fiscal Year, whichever is applicable, and containing such additional statements as may be reasonably necessary to show compliance with_ the requirements of the Resolution; -18- (4) The amounts , if any, necessary for deposit into the Construction Fund, the Revenue Fund, the Debt Service Reserve Account in the Principal and Interest Fund and the_ Renewal and Replacement Fund as required pursuant to Section 2.02(a) , paragraphs (9) , (10) and (11 ) ; and (5) Such further documents , moneys and securities as are ° required by the provisions of Section 2.03 or Section 2.04 or any Supplemental Resolution. (c) After the original issuance of the Bonds of any Series , no Bonds of such Series- shall be issued except in lieu of or in substitution for other Bonds of such Series pursuant to Article III or Section 4.04 or Section 8.06. SECTION 2.03. I s s u a n c e (a) One or more Series of Construction Bonds may be authenticated and delivered upon original issuance from time to time in such principal amount for each such Series as may be determined by the City for the purpose of paying or providing for the payment of all_ or a portion of the Cost of Construction of a Project. Each such Series shall be in such principal amount which, when taken together with funds previously used by the City for such Project.; will provide the City with funds not in excess of the estimated Cost of Construction of such Project, as set forth in the Engineer 's Certificate furnished pursuant" to paragraph (1 ) of subsection (c) of this section. (b) Each Supplemental Resolution authorizing the issuance of a Series of Construction Bonds shall specify the Project for which the proceeds Of. such Series of Construction Bonds will be applied, and shall provide a schedule of Principal Installments for such Series of Construction Bonds. (c) Each Series of Construction Bonds shall be authenticated and delivered by the Trustee only upon receipt by the Trustee (in addition to the documents required by Section 2.02 and the following subsections of this section) of the following documents all dated as of the date of such delivery: (1 ) An Engineer ' s Certificate setting forth the then estimated date of completion and the then estimated Cost- of Construction of the Project being financed by such Series of Bonds ; and -19- (2) A written Certificate of the City to the effect that, upon the_ authentication and delivery of the Bonds of such Series , the City will not be in default in the performance of any of the covenants , conditions , agreements , terms or provisions of the Resolution or of any of the Bonds. (d) Each Series of Construction Bonds shall be authenticated and_ delivered by the Trustee only upon receipt by the Trustee (in addition to the documents required by Section 2.02 and subsection- (c) of this section) of the following documents, all dated as of the date of such delivery (unless the' Trustee shall accept any of such documents bearing a prior date) : (1 ) An Accountant 's Certificate setting forth (A) for any Year within the twenty=four (24) calendar months next preceding the authentication and delivery of such Series of Bonds , the Net Revenues for such period, and_ (B) the Aggregate Debt Service during the Year so selected with respect to all Series of Bonds which were then- Outstanding; and' showing that such Net Revenues for such period were at least equal to 1 .25 times the Aggregate Debt Service for such period with respect to such Bonds which were then . Outstanding; (2) An Engineer ' s Certificate setting forth the Estimated Net Revenues (assuming the' completion of the Project on its then estima_ te_d date_ of completion) either: (a) If the Supplemental Resolution authorizing the -Series Of Bonds being issued contains the requirement referred to in subsection (h) of Section 5.03 , for each of the two Fiscal Years succeeding the latest estimated date of completion of the Project, or (b) If (a) shall not be the case, for the then current Fiscal Year and each succeeding Fiscal Year to- and including the second Fiscal Year succeeding the latest estimated date of completion of the Project ; and -20- • (3) A Written Certificate_ of the City showing the Aggregate Debt Service far each of the Fiscal Years set forth in the Engineer ' s Certificate delivered pursuant to paragraph (2) above and showing that the Estimated Net Revenues as shown in such Engineer' s Certificate for each :of- such Fiscal Years are not less than 1 .25 times the Aggregate. Debt Service for each of such Fiscal rears with respect to all Series of Bonds to be"-Outstanding immediately after. the authentication and delivery of such Series of Construction Bonds being issued. For the purposes of paragraph (1) of this subsection, in the event that the Debt Service Reserve Account was not in its full required amount at any time during the period to be covered by the Accountant's Certificate, but if, after the delivery of the Series of Construction Bonds for which the Accountant' s Certificate is to be delivered pursuant to paragraph (1 ) above, the full amount required to be on deposit in the Debt Service Reserve Account will in fact be on deposit therein, then the Accountant's Certificate so deliverea pursuant to paragraph (1 ) of this subsection may take into account in determining Net Revenues the amount of investment earnings on moneys in the Debt Service Reserve Account during the period covered by such Accountant' s Certificate. Notwithstanding any other provision of the Resolution, the provisions of this subsection (d) shall not apply to the first Series of Construction Bonds issued' unde_r the Resolution, to be sold to the State of Utah Department of Natural Resources , Board of Water Resources or to the second Series of Construction Bonds issued under the Resolution. (e) The proceeds , including accrued interest, of the Construction Bonds of each Series shall be applied simultaneously with the delivery of such Bonds, - as follows: (1 ) There shall be deposited into the Construction Fund and into the Debt Service Reserve Account in the" Principal and Interest Fund, the amounts required by 'Section 2.02(a) , paragraphs (9) and (10) ; -21- (2) Tnere_ shall be depositea in such other tunas or accounts as maybe established by the Supplemental Resolution such amounts, if any, as may be provided in the , Supplemental Resolution authorizing the issuance of such Series of Construction Bonds; and (3) The remaining balance of the proceeds of such Series of Construction Bonds shall be deposited in the Construction Fund. (f) The following amounts shall be applied simultaneously with the delivery of such Bonds , to the extent required by the Supplemental Resolution authorizing such Series of Construction bonds. There shall be deposited into the Renewal and Replacement Fund from any legally available source such amount, if any, as shall be specified in the Supplemental Resolution authorizing such Series of Construction Bonds. (g) Notwithstanding any other provision of this Section 2.03 to the contrary, a- Supplemental Resolution may provide for the delivery of a Series of -Construction Bonas , issued in the form of -a single fully registered. Bond, in installments to be noted by the Trustee in a delivery schedule on the reverse side thereof. SECTION 2.04. 49.44,10 -- , , 6% f44,..xi,134 T_cg is p 44 unrllag- ,44q . (a) One or more Series of Refunding Bonds may be issued in such principal amount which, when taken together with funds otherwise provided by the City and available_ therefor , will provide the City with funds which will be sufficient for the purpose of refunding all or a part of the Outstanding Bonds of one or more Series; including in each case the payment of all expenses in connection with such refunding. (b) Each Supplemental Resolution authorizing the issuance of a_ Series of Refunding Bonds shall specify the Bonds or borrowing to be refunded. (c) Each Series of Refunding Bonds shall be authenticated and delivered by the Trustee only upon receipt by the Trustee (in addition to the documents required by Section 2.02) of the following documents Or moneys or securities , all of such documents dated as of the date of such delivery: -22.. (1 ) A Written Certificate of the City setting forth the Aggregate Debt' Service for each Fiscal Year to and including- the - Fiscal Year next preceding the date of the latest maturity of any . Bonds of any Series to be refunded or the Series of ' Bonds to be - authenticated, whichever is later, (1) with respect to the Bonds of each Series of Bonds to be refunded and (ii) with respect to the Series of Bonds to be authenticated and_ delivered, and stating that the Aggregate Debt Service for each such Fiscal Year set forth pursuant to (ii) of this paragraph is no greater than the Aggregate Debt Service_ for each such Fiscal Year set forth pursuant to (i) of this paragraph, and containing such additional statements as may be reasonably necessary to show compliance with the requirements of the Resolution; (2) Irrevocable instructions to the Trustee , satisfactory to, it, to give due notice of redemption of all the Bonds to be refunded on the redemption date or dates specified in such instructions ; (3) If the Bonds to be refunded are not by their terms subject to redemption within the next succeeding 60 days , irrevocable instructions to the Trustee, satisfactory to4t, to maKe due publication of the notice provided for in subsection (b) of- Section 11 .01 to the Holders of -the Bonds and coupons being refunded; (4) Either (i) moneys in an amount sufficient to effect payment at the applicable Redemption Price of the Bonds to be refundedt together with accrued interest on such Bonds to the redemption date, which moneys shall be held by the Trustee or any- one or more of the Paying Agents in a' separate account irrevocably in trust for and assigned to- the respective Holders of the Bonds to be refunded, or (ii) Investment Securities in such principal amounts , of - such maturities , bearing such interest, and otherwise having such terms and qualifications and any moneys , as shall be necessary to comply with the provisions of subsection (b) of Section 11 .01 , which Investment Securities and moneys shall - be - held in trust and used only as provided in said subsection '(b) . • -2 3- (d) A Series of Refunding Bonds may be combined with a Series of Construction Bonds. ARTICLE III TERMS AND PROVISIONS OF BONDS SECTION 3.Oi . , ,p ;g . (a) Both the principal and Redemption Price of and interest on- the Bonds shall be payable in lawful money of the United States of America at the_ principal corporate trust office of the Trustee as specified in the Supplemental Resolution authorizing the issuance of the first Series of Bonds. In the case of coupon Bonds- of -each Series , both such principal and Redemption Price and interest snail also be payable, at the option of the Holder thereof, at- the principal office- of any Paying Agent specified in -the 'upplemental Resolution authorizing the- issuance of such Series of Bonds. Payment of interest on any fully registered Bond shall be made to the registered owner thereof and shall be paid by check or draft mailed to the registered owner tnere_of at_ his -address as it appears on the registration books of the Trustee or at such other address as is furnished to the Trustee in writing by such registered owner. (b) The Bonds of any Series may be issued as coupon Bonds in such denominations as may be authorized by the Supplemental Resolution authorizing the' issuance of the Bonds of such Series, registrable as to principal only, or in fully registered form without- coupons in denominations of any then authorized denomination of coupon Bonds of such Series or any_ integral multiple thereof. The coupon Bonds of any Series shall be numbered in consecutive numerical order from lower to higher in the order of their respective Maturities. The interest coupons attached thereto shall be ' numbered in consecutive numerical order from i upwards in the order. of their respective maturities . (c) The fully registered Bonds shall be dated as_ of the date of the coupon Bonds -of the same Series. Each fully registered Bond of any Series shall bear interest from the interest payment date next preceding the_ date of registration and 'authentication thereof unless it is registered as of an interest payment date, in which event it shall bear interest from the date thereof , or unless it is registered prior to the first interest payment date,_ in which event it shall bear interest from its date, or unless , as shown by the records of -24- the Trustee, interest on the Bonds of such Series shall be in default, in which event it shall bear interest from the date to which interest has been paid in full. (d) The Bonds of each Series may contain or have endorsed thereon such provisions ,-specifications and_ descriptive words not inconsistent with the provisions of the Resolution as may be necessary or desirable to comply with the Act, custom, the rules of any securities exchange or commission or brokerage board, or otherwise, as may be determined by the City prior to the authentication and delivery thereof. (e) From and after the issuance of the Bonds of any Series , the findings- and- determinations of the Council respecting that Series shall be conclusive evidence of the existence of the facts so found end determined in a_ ny action or proceeding in an_ y court in which the validity of such Bonds is at issue, and no bona fide purchaser of any_ such Bonds shall be required to see to the existence of any fact or to the performance of any condition or to -the taking of- any proceeding required prior to such issuance,. or to the application of the purchase price paid for such Bonds. The validity of the issuance of any Series of the Bonds shall not be dependent on or affected in any way by (a) any proceedings taken by the City for the planning, acquisition or construction of a Project, or (bj any contracts made by the City in connection therewith, or (c) the failure to complete the planning, acquisition or construction of a Project. The recital contained in the Bonds that the same are issued pursuant to the Act shall be conclusive evidence of their validity and of the regularity of their issuance and all the Bonds shall be incontestable from and after their issuance. - Bonds shall be deemed-to- be issued, within the meaning of the Resolution, whenever the definitive Bonds, or any temporary Bonds exchangeable therefor, have been delivered to the purchasers thereof, and -the purchase price thereof received, or in the case of Bonds to be refunded through exchange, whenever such exchange has been made. SECTION 3.02. 444 4u,,Q,,f,.AAQ4A. (a) The Bonds shall be signed on behalf of the City by the manual or facsimile signature of its Mayor, attested by the manual or facsimile signature of its City Recorder, and countersigned by the manual or facsimile signature of the City Treasurer, and its seal shall be thereunto affixed by its City Recorder, which may be by a facsimile of the City ' s - seal which is imprinted upon the Bonds. The Bonds shall then be delivered -25- • • to the Trustee for authentication by it. In case any officer who shall have signed or attested any' of the Bonds shall cease to be such officer before the Bonds so signed or attested shall have been authenticated or delivered by the Trustee or issued by the City, such Bonds may nevertheless be authenticated, delivered and issued and, - upon such 'authenticatlon, delivery and issuance, shall be as binding' upon the City' as though such person who signed or attested the same had continued to be such officer of the City. Also, 'any Bond may be- signed or attested on behalf of the City by any person who on the actual date of the execution of such Bond shall be the proper officer of -the City, although on the nominal date of such Bond any such person shall not have been such officer of the City. (b) Only such of the Bonds as shall bear thereon a certificate of authentication, executed by the Trustee , shall be valid or obligatory for any purpose or entitled to the benefits of the Resolution, and such certificate of the Trustee shall be conclusive evidence that the Bonds so authenticated have been duly authenticated_ and delivered under, and are entitled to the benefits_ of, the Resolution and that the Holder thereof is entitled -to the benefits of the Resolution. (c) The coupons to be annexed to the Bonds shall bear the facsimile signatures of the Mayor and City Recorder, and the City may use_ for that purpose the facsimile signatures of such persons who shall have been such officers, notwithstanding the 'fact that such person- may' have ceased to be such at the time when any of the Bonds shall- be authenticated, delivered or issued. (d) The Trustee shall, prior to the authentication and delivery by it of each coupon Bond, detach and cancel all coupons thereto appertaining then matured -and shall deliver- the same to or upon the' order of the City. SECTION 3.03. ;Laggfe+r4-a- oggg4, y4A. All coupon Bonds shall be negotiable and transferable by delivery, unless registered as to principal in the manner provided in Section 3.04. The City, the Trustee and_ any Paying Agent may treat the -bearer of any coupon Bond which shall not at the time- be registered as to principal, whether or not such Bond shall be overdue , and the bearer of any coupon, whether or not such coupon shall be overdue, as the absolute owner of such Bond or coupon for the purpose of receiving payment thereof and for all other purposes whatsoever, and the City, the Trustee and any Paying Agent shall not be affected by any notice to the contrary. -26- SECTION 3.04. 48.agp44 . (a) Upon presentation of any coupon Bond at the principal corporate trust office of the Trustee for such purpose by the Holder thereof , the Trustee will register or cause to _ be registered, on the books required to be kept pursuant to Section 3.07 , in the name .of such Holder Or his nominee , the ownership of the principal of such Bond, such' registration being noted on the Bond. ' After such registration and notation, no transfer of any such Bond registered otherwise than as to bearer arer shall be valid, unless made on said books at the request of the' registered owner or by -his duly authorized attorney and similarly noted on the Bond; but such Bond may be discharged from' registration by being in like manner transferred. to bearer, and thereupon negotiability' and transferability by delivery shall be restored; and such bond may again and from time_ to time be registered or transferred_ to bearer; as before. Such registration, however, shall not affect the negotiability- of the' coupons , but every such coupon shall continue to be negotiable and transferable by delivery merely and shall remain payable to bearer; and payment thereof to -bearer shall fully discharge the City and the Trustee and any Paying Agent in respect of the interest therein mentioned, whether or not the Bond therein mentioned be at the time registered as to principal. (b) All transfers , registrations and discharges from • registration of coupon Bonds shall be made under such reasonable regulations as the City or the Trustee may prescribe and_ shall - be without expense to the Holder Of the Bonds ; except that any taxes or other governmental charges required to be paid with respect to the same shall be paid by such Holder requesting such transfer, registration or- discharge from registration as a condition precedent to the exercise of such privilege. _ (c) As to any coupon Bond registered as to principal , the person in whose name the same shall be registered shall be deemed the owner thereof : for all purposes of the Resolution, and payment of or on account of the principal of such Bond shall be made only to or upon the order in writing of such registered owner , but such registration may be changed as hereinbefore provided. All such payments shall be valid and effectual to satisfy and discharge liability upon such‘ Bond to the extent of the sum or sums so paid. -27- SECTION 3.05. g, ESQ 1, ,gipd nag , (a) Any fully registered Bond may, in accordance with its terms , be transferred, -upon the books required- to be kept pursuant to the Provisions of Section 3.07 , by the person in whose name it is -registered, in person of by his duly authorized attorney, upon surrender of such fully registered Bond for cancellation, accompanied by delivery Of a written instrument of transfer in a form approved by the Trustee , duly executed. - - - (b) Whenever any Bond shall be issued under the Resolution ' as a fully registered Bond, there_ shall be reserved by the City unissued an aggregate- principal amount of coupon Bonds, of the same Series -and maturity and' of the then authorized denominations , equal to -the principal amount of such registered - Bond. (c) Whenever any fully registered Bond or Bonds shall be surrendered for transfer, the Trustee shall 'authenticate and deliver a new fully registered bond -or Bonds duly executed by the City, for like aggregate principal amount. The Trustee snail require tne' payment by the Bondholder requesting Such - transfer of any tax-Or other governmental -charge required- to be paid with respect to such transfer. - (d) The City shall not be required (1) to issue, register the transfer of or exchange any 'Bond during- a period beginning at the opening of business i5 days before the day of the publication of' a notice of reaemption of Bonds selected for redemption under Article IV and ending at_ the close of business on the day of such -publication, or (ii) to register the transfer of or exchange any Bond so selected for redemption in whole or in part; except the unredeemed portion of Bonds being redeemed in part. - SECTION 3.06. z4;liagga,a4.4agal. Fully registered Bonds may be exchanged at the principal corporate trust office of the Trustee for alike aggregate principal amount of coupon Bonds of the same Series and maturity (or far a like aggregate principal amount of -fully- registered Bonds of the' same Series - and maturity of other authorize_d denominations) , and coupon Bonds may be exchanged at said office of the Trustee for a like aggregate principal amount of fully registered Bonds of the' Same Series and maturity of authorized denominations . All coupon Bonds surrendered for exchange and delivered in exchange shall have attached thereto all unmatured coupons appertaining thereto •28- • (together with any matured coupons in default appertaining thereto) . All coupon Bonds surrendered for' exchange shall be retained in safekeeping by the Trustee until such Bonds are needed for a later exchange. The ' Trustee shall require the payment by the Bondholder requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. ho sucn exchange shall be required to be* made during the 15 days preceding each- interest payment date. SECTION 3.07 . 4 Rea� c_tr ian Kooks. The Trustee will Keep or cause to be Kept, at i s principal�_ corporate trust office, sufficient books for the registration and transfer of the Bonds , which shall at all times be open to inspection by the City; and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe , _ register or transfer or cause to be registered or transferred, on said books , Bonds as hereinbefore provided. SECTION 3.0U. W 4y4424 .. Any Series of Bonds may be initially issued in temporary form eicchangeable for detinitive Bands when ready for delivery. The temporary Bonds maybe printed, lithographed or typewritten, shall be of such denominations as maybe determined by the -City, - shall be without coupons and may contain such reference to any of the provisions of the Resolution as: may be appropriate. Every temporary Bond shall be executed by the City and be authenticated by the Trustee upon the same conditions and in substantially the same manner as the definitive Bonds. - If the City issues temporary Bonds it will execute and furnish definitive Bonds without delay, and thereupon the temporary Bonds may be surrendered, for cancellation, in exchange therefor at the principal corporate trust office of the: Trustee, and the Trustee shall authenticate_ and deliver in exchange for such temporary Bonds an equal aggregate principal'amount of definitive coupon Bonds or definitive fully registered Bonds of authorized denominations , of the same Series and maturity or maturities . Until so exchanged, the temporary Bonds shall be entitled to the same benefits under the Resolution as definitive Bonds authenticated and delivered under the' Resolution. SECTION 3.09. ( ti, w4m4ost. II.estrQVed, a; 44___ If any Bond shall become mutilated, the City , at the expense of the Holder of such BOnd, shall execute, and_ the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor and number (having annexed appropriate coupons corresponding to those, it any, annexed to the mutilated Bond) in exchange and substitution for the Bond so mutilated, but -29- only upon surrender to the Trustee of the Bond so mutilated together with any_ unpaid coupons thereto appertaining. Every mutilated Bond so surrendered to the Trustee shall be canceled by it and delivered. to, of upon the order of, the- City. - If' any Bond or 'coupon issued hereunder_ _ shall be lost, destroyed or stolen, evidence of such loss , destruction' or theft may be submitted to the City and the Trustee and, if such evidence be satisfactory to both and indemnity as required by the Act or Utah law and satisfactory to the Trustee shall be given, the City, at the expense of the owner, shall execute, and the Trustee shall thereupon authenticate and deliver , a new Bond or coupon of like tenor and number (having annexed, in the case of a Bond, appropriate coupons corresponding to those, if any, annexed to the lost, destroyed or stolen Bond) in lieu of and in substitution for the Bond or coupon so lost, destroyed or stolen (or if any_ such Bond or coupon shall have matured or shall be about to mature, instead of issuing a substitute Bond or coupon the Trustee may pay the same without surrender thereof) . Any Bond or coupon issued under the provisions of this section in lieu of any Bond or coupon alleged to be lost, destroyed or stolen shall constitute an additional contractual obligation of the City, and shall be equally and proportionately entitled to the benefits of the Resolution with all other Bonds and coupons of the same Series secured by the Resolution. Neither the City nor the Trustee shall be required to treat both the original Bond and any duplicate Bond as being Outstanding for the purpose of determining the principal amount of Bonds which may be. issued hereunder or for the purpose of determining any percentage of Bonds Outstanding hereunder, but both the original and duplicate Bond shall be treated as one and the same. ARTICLE IV REDEMPTION OF BONDS SECTION 4.01 . Q,, , =- . Any Series of Bonds subject to redemption prior to maturity pursuant to a Supplemental Resolution shall be redeemable, upon notice being given as provided in this article, at such times, at such Redemption Prices and upon such terms (in addition to and consistent with the terms contained in this article) as may be specified in the Supplemental Resolution authorizing the issuance of the Bonds of such Series. -30- • • SECTION 4.02. §4,304U„,,isall.41„AlgulLjaig4tagjatiail. If less than all of the Bonds of any Series are called for redemption and if the Bonds of such Series shall mature on more than one date, the Bonds of such Series shall be redeemed from the Outstanding Bonds of such Series in inverse order of maturities , unless otherwise provided in the Supplemental Resolution relating to such Series of Bonds . If less than all of the Bonds of any Series maturing on any single date are called for redemption, the Trustee shall select the Bonds to be redeemed, from the Outstanding Bonds of such Series maturing on that date not previously called for redemption, in such manner as in ' the Trustee ' s sole discretion it shall deem appropriate and fair. The Trustee shall promptly notify the City in writing Of the Bonds or portions thereof selected for redemption. SECTION 4.03. „i,c °fig. (a) Notice of redemption (except as provided below) shall be given by publication at_ least once prior to the redemption date in a Financial Newspaper or Journal of general circulation in New York, New York, such publication to be not less than thirty nor more than forty-five days before such redemption date, and shall be sent by registered mail to Burrows , Smith and Company, Suite 1003, Kearns Building, Salt Lake City, Utah 84101 . If any Bond called for redemption is registered as to principal or is fully registered, notice of redemption thereof shall also be mailed, not less than thirty nor more than forty-five days prior to the redemption date , to the registered owner of sucn Bond, but neither failure to mail such notice nor any_ defect in any notice so mailed shall affect the sufficiency of the proceedings for the redemption of any of the Bonds. Each notice of redemption shall state the redemption date, the place of redemption, the source of the funds to be used for such redemption, the principal amount and, if less than all , the distinctive numbers of the- Bonds to be redeemed, and shall also state that the interest on the Bonds in such notice designated- for redemption shall cease to accrue from and after such redemption date and that on said date there will become due and payable on each of said Bonds the Redemption Price thereof and interest accrued thereon to the redemption date. If at the time of giving notice of redemption no Bonds are Outstanding except Bonds registered as to principal or fully registered Bonds , publication of such notice shall be- deemed to have been waived if such notice shall have been mailed to each registered owner of such Bonds at his address as it appears on the bond registration books of the Trustee or at- such address as he may have filed with the Trustee for that purpose. _ -31- • (b) Notice of redemption shall be given by the Trustee for and on behalf and at the expense of the City, at the Written Request of the City (which request shall be given to the Trustee at least sixty days prior to the date fixed for redemption) . The City shall deposit with, or otherwise make_ available to, the Trustee the money required for payment of the Redemption Price of and the accrued interest to the redemption date on all Bonds then to be called for redemption at_ least five days before the date fixed for -such redemption. SECTION 4.04. 4414 —4444:4:°4 4— 494S Pred Rog . Upon surrender of any registered Bond redeemed in part only, the City shall only execute and the Trustee shall authenticate and deliver to the registered owner thereof, at the expense of the City, a new Bond or Bonds of the same series and maturity and of authorized denominations equal in aggregate principal amount to the unredeemed portion of the Bond surrendered, which new Bond or Bonds may be, at the option of the registered owner, either a coupon Bond or Bonds with all unmatured coupons appertaining thereto or a registered Bond or Bonds. A Supplemental Resolution may provide as to a Series of Bonds issued as a_ single fully registered Bond, that such single fully registered Bond need not. be surrendered in the case -of a partial redemption, but may make provision for such prepayment to be noted in a Payment Record appearing on the back thereof. SECTION 4.05. 4 , 44.— WI . If notice of redemption has been duly given as aforesaid, and moneys for payment of the Redemption Price; together with interest to the redemption date on the Bonds so called for redemption, are held by the Trustee, then such Bonds shall, on the redemption date designated in such notice, become due and payable at the Redemption Price specified in' such notice and interest accrued thereon to the redemption date; and from and after the date so designated interest on the Bonds so called for redemption shall cease to accrue, the coupons for interest thereon maturing subsequent to the redemption date shall be void and Holders of such Bonds shall have no rights in respect thereof except to receive payment of the Redemption Price thereof and interest accrued thereon to the redemption date. All unpaid interest installments represented by coupons which shall have matured on or prior to the date of redemption designated in such notice shall continue to be payable to the bearers severally and respectively upon the presentation and surrender Of such coupons. -32- • SECTION 4.06. Q i 1444 t l o4,41,,,,4 p#4,a,p,a. A l l Bonds redeemed in whole or in part pursuant to the provisions of this article and the appurtenant coupons , if any, shall be canceled by the Trustee and snail thereafter be delivered to, or upon the order of, the City. ARTICLE V - PLEDGE OF REVENUES; ESTABLISHMENT OF FUNDS AND APPLICATION THEREOF SECTION 5.01 . 4-Vt-44S,-14soluti�o1 The Bonds are special obligations of the City payable from and secured by the Revenues and funds pledged therefor. There are hereby pledged for the payment of the principal and Redemption Price of , and interest on, the Bonds in accordance with their terms and the provisions of the Resolution, subject only to the provisions of the Resolution permitting the application thereof for the purposes and on the terms and conditions set forth in the Resolution, (i) the proceeds of sale of the Bonds, (11) the Revenues, and (iii) all Funds established by the Resolution, including the investments, if any, thereof. SECTION 5.02. 44444,1„ ment of Funds. The following Funds are hereby established: (1 ) Construction Fund, to be held by the Trustee, (2) Revenue Fund, to be held by the City, (3) Principal and Interest Fund, to be held - by the Trustee, consisting of a Bond Service Account and a Debt Service Reserve Account , and (4) Renewal and Replacement Fund, to be held by the. City. SECTION 5.03. ;2r4c,(1411mL . (a) There shall be paid into the Construction Fund the amounts required to- be so paid by the provisions of the Resolution or any Supplemental Resolution. (b) The Trustee shall establish within the Construction Fund a separate Project Account for each Project and may establish one or more subaccounts in each Project Account. -33- • (c) The proceeds of insurance maintained in connection with a Project during the period of construction of such Project against physical loss of or damage to properties of the System, or of contractors ' performance bonds with respect thereto, pertaining to the period of construction thereof , shall be paid into the appropriate Project Account in the Construction Fund. (a) Amounts in each Project Account established for a Project shall be applied to pay the Cost of Construction of the Project and, to the extent available, shall be transferred from the Project Account and deposited into the Bond Service Account, to pay interest on the Bonds as the same comes due - prior to the date of completion of the Project. (e) Before any_ payment is made from any Project Account by the Trustee (except for transfers into the Bond Service Account to pay interest on the Bonds as contemplated in (d) above) , the City- shall tile with the Trustee a Written Request of. the City, showing with respect to each payment to be made, the name of the Person to whom payment is due and the amount to be paid, and stating that the obligation to be paid was incurred and is- a proper charge against the Project Account. Each such Written Request shall- be sufficient evidence to the Trustee: • (A) that obligations in the stated amounts have been incurred by the City and_ that each item thereof is a proper charge against the Project Account; and -(B) that there has not been filed with or served upon the City notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to any of the persons named in such Written Request which has not been released or will not be released simultaneously -with the payment of such Obligation, other than materialmen' s_ or mechanics ' liens accruing by mere operation of law. Upon receipt of each such Written Request, the Trustee shall pay the amounts set forth therein a_ s directed by the terms thereof. -34- • (f) The City shall maintain on file with the Trustee a schedule of dates on which it- is estimated by the City that money in each Project Account will be expended and the amounts estimated to be required on those dates. The City may revise such schedule at any_ time to reflect changes in the estimated date and amounts . Amounts in the -Construction Fund shall be invested and reinvested by the Trustee to the fullest extent practicable in Investment Securities maturing in such amounts and' at such times as may be necessary to provide funds when needed to pay the Cost of Construction of each Project or such other purpose to which such moneys are applicable; Rrov_�___iag_d, X, AL, that the Trustee- shall make such investments only in accordance with instructions received from an -Authorized Officer of the City. The Trustee may, and to the extent required for. payments from the Construction Pund shall , sell any such Investment Securities at any time, and the proceeds of such sale , and of all payments' at maturity and -upon redemption of such investments, shall be_ held in the applicable Project Account in the Construction Fund. In lieu of such investments , any of the moneys in the_ Construction Fund may, if then permitted by law, be invested at the direction of ' the City in negotiable or non-negotiable certificates Of' deposit issued by any bank, - trust company or national banking association (including the Trustee) . Such certificates of deposit shall be purchased directly from such a. ban-k, trust company or national banking association (including the Trustee) . Such certificates of deposit shall have a maturity of not exce'eding the time within which the funds- invested therein are to' be available to make the payments to which such moneys are to be- applied, and shall be continuously secured by direct obligations of Or obligations guaranteed by the United States of America which shall have a market value (exclusive- of accrued. interest) at all times at least equal to the principal' amount of such certificates of deposit and shall be lodged with the Trustee, as custodian, by the bank, trust company or national banking association issuing such certificates of deposit; ' g4 , - x,E,t,• that any such funds may be- invested without any such security in- Certificates of deposit issued by any bank, trust company or national banking association having a capital stock, undivided profits and surplus of more than $100,000,000, 414 p=g ided 444444, aasug4, that the a_ mount 'of Construction Fund moneys invested at any one time in certificates of deposit issued by anyone bank., trust company or national banking association shall not exceed twenty per cent (20%) of the capital- stock, undivided profits and surplus of such bank, trust company or national banking association. The bank, trust company or national banking association issuing each such certificate of -35- deposit required to be secured as provided above shall furnish the Trustee with an undertaking satisfactory to it that the aggregate market value of all such obligations securing each such certificate of' deposit will at all_ times be an amount equal to the principal amount of each such certificate of deposit. The Trustee shall be entitled to rely on each such undertaking. The Trustee shall not be liable for any loss or depreciation in value resulting from any- investment made pursuant to this subsection, (g) All net income earned on any moneys or investments in the Project Account established in the Construction Fund for a Project shall- be held in such Project Account for the purposes thereof. th) The Supplemental Resolution authorizing the issuance of any Series of Construction Bonds for any Project may require the City to deposit into the appropriate Project Account in the Construction Fund: (a) funds from the proceeds of the sale of the initial Series 'of Construction -Bonds for the -Project sufficient to pay when due all or a_ portion of the interest on such Bonds accrued and to accrue to the date set forth-in the_ Engineer ' s Certificate delivered with respect to such Series pursuant to Section 2.03(c) , paragraph (1 ) , plus nut to exceed 12 months ; or (b) funds from the proceeds of the sale of any additional Series of Construction Bonds issued for such Project sufficient to pay when due all or a portion of the interest on such additional Series of Bonds accrued and -to accrue to the date set forth in the Engineer ' s Certificate delivered with -respect to such Series pursuant to-Section 2.03(c) , paragraph (1 ) , plus not to exceed 12 months. (i) The substantial completion of construction of each Project shall be evidence_d' by an Engineer ' s Certificate, which shall be filed with the Trustee stating (i) that such Project has been completed substantially in accordance with the plans and specifications applicable thereto, (ii) the date of such substantial completion and (iii) the amounts , it any , _ required in the opinion of the signer or signers for the payment of any remaining part of the Cost of Construction of such Project. Upon the filing of such Certificate, the balance in -36- the Project Account in the Construction Fund in excess of the amount, ' if any, stated in -such Certificate and if , subsequent to the filing of such Certificate, a supplemental Engineer ' s Certificate is filed with the Trustee stating that the balance of the money remaining in the Construction Fund is no longer needed to pay Costs of Construction of such Project, any remaining balance in the Project Account in the Construction Fund shall be (a) used to- purchase Bonds as provided in Section 5.09, (b) deposited in the Debt Service Reserve Account in the Principal and_ Intere_st Fund or (c) used for any combination of (a) and (b). SECTION 5.04. ;,,,gumerit of ration an44 g• (a) All Revenues shall be promptly deposited by the City to the credit of the Revenue Fund, except that pursuant to an escrow account approved by the United States Secretary of the Treasury, the proceeds of any interest subsidy with respect to the Bonds received from the United States Government may be deposited directly into the Principal and Interest Fund far credit to the Bond Service Acdount. (b) The Operation and Maintenance Costs shall be paid by the City from time to- time- as they become due and payable as a first charge on the' Revenue Fund. SECTION 5.05. cult. , j. (a) As soon as practicable in each month after the deposit of Revenues in the Revenue Fund, and after payment of unpaid Operation and Maintenance Costs then due , but in any case prior to the end of such month, the City shall transfer and deposit, to the extent of moneys available therein, in the following Funds in the following Order the amounts set forth below: (1 ) Into the Principal and Interest Fund: (i) for credit to the Bond Service Account, the amount, if any, required so that the balance in such Account shall equal the Accrued Aggregate Debt Service; . provided, that moneys shall be transferred from the appropriate Project Account in the Construction Fund and deposited into the Bond Service Account whenever and to the -37- extent that there are moneys in the appropriate Project. Ac_ count in the Construction Fund for that purpose, in an amount sufficient to equal the Accrued Aggregate Debt Service; and (ii) for credit to the_ Debt Service Reserve Account: (A) if, after the issuance of a Series of Bonds, an amount equal to the Average Aggregate Debt Service is not on deposit in the' Debt Service Reserve Account because sufficient moneys for that purpose were not required by a Supplemental Resolution to be deposited into the Debt' Service Reserve Account -pursuant to the -provisions of Section 2.02(a) (10) , an amount, in not to exceed sixty (60) approximately equal monthly installments commencing the business day immediately preceding the first interest payment date_ of such Series of Bonds, - computed as of the contemplated date of issuance of such Series -of bonds , ' ne_cessary to cause the balance in the Reserve Account to eilual the Average Aggregate Debt Service; ' and (B) if moneys shall ever have been paid out of the Debt Service Reserve Account for the purpose specified in Section 5.07 (a) or if for. any Other reason moneys in the Debt Service Reserve Account shall have been removed and in either case if such moneys shall not have been replaced from any source,_ such amount of the money remaining in the Revenue Fund, Or all of the- money so remaining if less than the amount necessary, until either the amount so paid out of or removed from the bebt Service Reserve Account -shall have been replaced, or there shall be on deposit in the' Debt Service Reserve Account an amount equal to the Average -Aggregate Debt Service, whichever is less, -38- • • (2) Commencing upon the issuance of the second Series of Construction Bonds -under- the Resolution, into the Renewal and Replacement Fund: (i) an amount sufficient to accumulate in the Renewal and Replacement Fund the Renewal and Replacement Fund Reserve Requirement in not to exceed one hundred twenty (120) a_ pproximately equal monthly installments; (ii) if the Renewal and Replacement Fund Reserve Requirement shall ever be increased in accordance .with the .provisions of paragrapt, td) of-Section 5,08, the a_ mount specified- in a Supplemental Resolution _schedule of sixty (60) approximately equal monthly deposits into the Renewal -and - Replacement Fund sufficient -to cause the balance in the Renewal and Replacement Fund to equal the_ increased Renewal and Replacement Fund Reserve Requirement as required in paragraph (d) of Section 5.08 ; and • (iii) , if moneys snail ever have been paid out of the Renewal and Replacement Fund and shall not have been replaced from any source, the amount of money necessary, in not to -exceed one hundred twenty (120) approximately -equal -monthly installments , to cause the amount so paid out of the Renewal and Replacement Fund to be replaced, or to cause to be on .deposit in the Renewal and Replacement Fund an amount equal to - the Renewal and_ Replacement Fund Reserve_ Requirement, whichever is less ; 44gglged, that so long as there shall be held in the Principal and Interest Fund an amount sufficient to pay in full all Outstanding Bonds in accordance with their terms tincluding principal or applicable sinking fund Redemption Price and- interest. thereon) , no deposits shall be required to be- made into the Principal and Interest Fund. -39- • (b) Amounts remaining in the Revenue Fund at the end of each month after payment of the amounts required by paragraphs (1) and (2) of subsection (a) of this Section may_ be applied by the City, free and clear of the lien of the Resolution, to any One or more of- the following, to the extent permitted by law: - (1) the purchase or redemption of any Bonds and payment of expenses in connection with the purchase or redemption of any Bonds ; (2) payments of principal or redemption price of and interest on any bonds , including general obligation or junior lien revenue bonds of the City, issued to- acquire- improvements or extensions to the System; (3) payments into any Project Account or Accounts established-in the Construction Fund for application to the purposes of such Accounts; (4) payment of the costs of capital improvements to. the System; and (5) any other lawful purpose Of the City. (c) Upon any purchase or redemption, pursuant to subsection (b) of this Section, _of Bonds of any Series and_ maturity for which Sinking Fund Installments shall have been established, the principal amount of such Bonds- shall be credited toward such Sinking- Fund' I_ l nstallments in inverse chronological order of their due dates , unless the City- shal elect to have- the Sinking Fund Installments next due credited as provided in Section 5.06(b) .- SECTION 5.06. pri-n-ci❑a± and Inter - Bond (a) The Trustee shall pay out of the Bond. Service Account to the respective Paying Agents (1) on or before each interest payment date for any of the Bonds , the amount required for the interest payable on such date; (ii) on or before each Principal Installment due date, the amount required for the: Principal Installment payable on such due date; and (iii) on or before any ;edemption hate for the Bonds , the- amount required for the payment of interest on the Bonds then to be redeemed. Such amounts shall be applied_ by the Paying Agents on and after the due dates thereof. The Trustee shall also pay out of the Bond Service Account the accrued interest included in the purchase price of Bonds purchased for retirement. (b) Amounts, accumulated in the Bond Service Account with respect to any Sinking Fund Installment (together with amounts accumulated therein with respect to interest on the Bonds for which- such Sinking Fund Installment was established) shall , if so directed by the City in a Written Request , on or prior to the bOth day preceding the due date of such Sinking -40- Fund Installment, be applied by the Trustee to (i) the purchase of Bonds of the Series and maturity for which such Sinking Fund Installment was established, or (ii) the redemption at -the applicable sinking fund Redemption Price, pursuant to Article 1V, of such Bonds , if then redeemable by their terms. All purchases of any Bonds pursuant to this subsection (b) shall be made .at prices not exceeding the applicable sinking fund Redemption Price of such Bonds plus accrued interest, and such purchases shall be_ made in such manner as the City shall direct the Trustee. The applicable sinking fund Redemption Price (or principal amount of maturing Bonds) of any Bonds so purchased or redeemed shall be deemed to constitute part of the Bond Service Account until such Sinking Fund Installment date , for the purpose of calculating the amount of such Account. As soon as practicable after the 60th day preceding the due date of any such Sinking Fund Installment, the Trustee shall proceed to call for redemption, by giving notice as provided in Section 4.03, on such due date Bonds of the Series and maturity for which such Sinking Fund Installment was established (except in the case of Bonds maturing on a Sinking Fund Installment date) in such amount as shall be necessary to complete the retirement of the unsatisfied balance of such Sinking Fund Installment. The Trustee shall pay out of the Bond Service Account to the appropriate Paying Agents , on or before such redemption date (or maturity date) , the amount required for the redemption of the Bonds so called for redemption (or for the payment of such 'Bonds then maturing) , and such amount shall be applied by such Paying Agents to such redemption (or payment) . All ' expenses in connection with the purchase or redemption of Bonds shall be paid by the City as an Operation and Maintenance Cost. SECTION 5.07 . - _Debt Stzvice ReSet.Y. ..AcQAPilt• (a) If on the final day of any month the amount in the Bond Service Account shall be less than the amount required to be in the Bond Service Account pursuant to paragraph ( 1 ) of subsection (a) of Section 5.05, the Trustee shall apply amounts from the Debt Service Reserve Account to the extent necessary to make good the deficiency. (b) Whenever the moneys on deposit in the Debt Service Reserve Account, including investment earnings , shall exceed the Average Aggregate Debt Service on all Outstanding Bonds , such excess shall be transferred by the Trustee and deposited into the Revenue Fund. -41- • (c) Whenever the amount .in the Debt Service Reserve Account, together with the amount in the Bond Service Account, is sufficient to pay in full all Outstanding Bonds in accordance with their terms (including principal or applicable sinking fund Redemption Price and interest thereon) , the funds on deposit in the Debt Service Reserve Account shah be transferred to the Bond Service Account and no deposits shall ce required to be made into the Debt Service Reserve Account. SECTION 5.08. (a) The amounts in the Renewal and Replacement Fund shall, from time to time, be applied by the City to the payment of extraordinary Operation and Maintenance Costs , and contingencies , including the prevention or correction of any unusual loss or damage to the System to the extent not covered by the proceeds of insurance or other moneys recoverable as a result thereof. (b) If on the final day of any month the amount in the Bond Service Account shall be less. than the amount required to be in the Bond Service Account pursuant to paragraph (1) of subsection (a) of Section 5.05, and there shall not be on deposit in the Debt Service Reserve Account sufficient moneys to cure such deficiency, the Trustee shall transfer from the Renewal and Replacement Fund and deposit into the Bond Service Account the amount necessary. (or all the moneys in the Renewal and Replacement Fund, if less than the amount necessary) to make up such deficiency. (c) At the end of each Fiscal Year any balance of moneys or Investment Securities in the Renewal and Replacement Fund in excess of the Renewal and Replacement Fund Reserve Requirement and not required to meet any deficiency in the Bond Service Account or needed for any of the purposes for which the Renewal and Replacement Fund was established, shall be transferred by the Trustee and deposited into the Revenue Fund. (d) Beginning in the Calendar Year 1985, and in each third Calendar Year thereafter, the City agrees to cause a Qualified Engineer to review the adequacy of the amount of the Renewal and Replacement Fund Reserve Requirement under then current operating conditions , and in light of then applicable replacement and maintenance costs of the major components of municipal water and sewer systems of comparable size and capacity to the System. The review of the Qualified Engineer shall be -42- conducted in accordance with the practices and procedures then currently being applied to municipally-owned water and sewer • Systems of comparable size and scope. The Qualified Engineer performing the review shall file an Engineer ' s Certificate with the Trustee not later than sixty (60) days after the end of the Calendar Year in which the review takes place. The Engineer ' s Certificate shall contain the recommendation of the Qualified Engineer with respect to any increase or decrease in the amount of the Renewal and Replacement Fund Reserve Requirement. The City covenants and agrees with the Holders of the Bonds from time to time that it will, except as provided below, within sixty (60) days of the receipt of any such Engineer 's Certificate, take all necessary steps to comply with the recommendations - contained therein, including the deposit of moneys into the Renewal and Replacement Fund pursuant to paragraph (ii ) of Section 2.02(a) or the adoption of a Supplemental Resolution specifying a schedule of sixty (60) approximately equal monthly deposits into the Renewal and Replacement Fund in order to accumulate in the Renewal and Replacement Fund within sixty (60) months after the end of the Calendar Year in which the Engineer ' s Certificate is received by the City, the increased amount of the Renewal and Replacement Fund Reserve Requirement so recommended. The City may, but shall be under no obligation to, increase the amount of the Renewal and Replacement Fund Reserve Requirement to an amount in excess of the amount required to be on deposit as of the date of the filing of the Engineer 's Certificate. SECTION 5.09. The City may purchase Bonds of any Series from any available funds at public or private sale, as and when and at such prices as the City may in its discretion determine, but at a price excluding accrued interest not exceeding the principal amount thereof , or in the case of Bonds which by their terms are subject to redemption prior to maturity, at the then current or first applicable Redemption Price (excluding accrued interest) , as_ the case may be. All Bonds so purchased and the appurtenant coupons , if any, shall at such times as_ shall be selected by the City be delivered to and canceled by the Trustee and shall thereafter be delivered to, or upon the order of, the City, and no Bonds shall be issued in place thereof. In the case of the purchase of Bonds of a Series and maturity for which Sinking Fund. Installments shall have been established, the City shall, by a Written Request of the City delivered to the Trustee, elect the manner in which the principal amount of such Bonds shall be credited toward Sinking Fund Installments. -43- • • • ARTICLE VI • COVENANTS OF THE CITY SECTION 6.01 . 4 -E 4,.8.04t • The City will punctually pay or cause to be paid the principal or Redemption Price and . the interest to become due in respect of all the Bonds, in strict conformity with the terms of the Bonds and of the Resolution, according to the true intent and meaning thereof , and the City will punctually pay or cause to be paid all Sinking Fund Installments which may be established for any Series of Bonds. SECTION 6.02. Once the City has determined to construct a Project, it will . promptly commence, or cause to be commenced, the construction of such Project and will continue, or cause to be continued, the same to completion with all practicable dispatch, and such Project will be constructed in a Sound and economic manner, except as otherwise provided in Section 6. 15. . SECTION 6.03. 4aI p .t EngimprAngza. The City will not create , and will use its best efforts to prevent the creation of, any mortgage or lien upon the System or any property essential to the proper operation of the System or to the maintenance of the Revenues. The City will not create, or permit the creation of, any pledge, lien, charge or encumbrance upon the Revenues except only as provided in or permitted by the Resolution. SECTION 6.04. ,i,4 4i4wosit on_o4 guRgalt_Ezaggt.uauz,g4114141QAA. The City will not sell or otherwise dispose of any property essential to the proper operation of the System or the maintenance of the Revenues, provided that tnis covenant shall not be construed to prevent the disposal by the City of property which in its judgment has become inexpedient to use in connection with the System when other property of equal value is- substituted therefor. The City will not enter into any lease or agreement wnicn impairs or impedes the operation of the System or which impairs or impedes the rights of the Bondholders with respect to the Revenues. The Trustee shall have no responsibility with respect to any such leases or agreements entered into by the City. -44- SECTION 6.05. guatatuz,AaajtalutAAAllag. The City will cause the System to be operated continuously fox the furnishing of water to the inhabitants of the City and the inhabitants of the territory adjacent tneretb and sewerage services to the inhabitants of the City, to the extent practicable under conditions as they may from time to time exist, in an efficient and economical manner , and will at all times cause to be maintained, preserved and kept, the System, including all parts thereof and appurtenances thereto, in good repair, working order and condition, and in such manner that the - operating efficiency thereof will be of high character, and the City will from time to time cause to be made all necessary and proper repairs and replacements so that the rights and security of the Holders of the Bonds may be fully protected and preserved. SECTION 6.06. 44gied _ :4. The City will at all times have under engagement a Qualified Engineer to assist it as appropriate, who shall advise the City concerning matters affecting the general operation of the System and make recommendations regarding said operations and construction of improvements and extensions tnereto. SECTION 6.07. A. (a) The City will at all times: (1 ) faithfully and punctually perform all duties with reference to the System required by the Constitution and Laws of the State of Utah; and (2) comply with all terms , covenants and provisions , express and implied, of all contracts and agreements entered into by it for System use and services and all other contracts or agreements affecting or involving the System or the business of the City with respect thereto. The City shall promptly collect all charges due for System use and service supplied by it as the same become due, and shall at all times maintain and promptly and vigorously enforce its rights against any person who does not pay such charges when due. To the extent permitted by law the City will bill each customer receiving both water and sewer service in a single bill, will refuse to accept payment for either service unless payment for the other service is also made, and if payment for either service is permitted to become delinquent and remain -45- so for a period of sixty (60) days , will discontinue the service of water to any premises the owner , tenant or occupant of which shall be so delinquent, and will not recommence the supply of water to such premises until all delinquent charges with Penalties shall have been paid in full. (b) The City will do, execute , acknowledge and deliver , or cause to be done, executed , acknowledged and delivered, such Supplemental Resolutions and such further accounts , instruments and transfers as the Trustee may reasonably require for the better assuring, pledging and confirming to the Trustee all and singular the Revenues and the other amounts pledged hereby to the payment of the principal of , Redemption Price and interest on the Bonds. The City will not sell , convey, mortgage , encumber or otherwise dispose of any part of the Revenues , except as otherwise permitted hereunder. (c) Except under contractual arrangements in effect on the date of the adoption of the Resolution , the City will not permit water or sewerage service to be supplied by the System to the City or any department thereof , or to any person, firm, corporation, public or private , or to any public agency or instrumentality without due consideration to be received in exchange . All payments so made shall be considered Revenues and shall be applied in the manner hereinabove provided for the application of the other Revenues. (d) The City , so far as it legally may, covenants and agrees for the protection and security of the Bonds and the Bondholders from time to time that it will not grant a franchise for the operation of any competing System in the boundaries of the City until all the Bonds shall have been retired. (e) To the extent permitted by law , the City will require the owner , tenant or occupant of each lot or parcel of land located within the corporate limits of the City upon which a building shall have been constructed for residential , commercial or industrial use within 300 feet, measured along an accessible route , of any sanitary sewer line to connect such -46- building to the System and to cease to use any other method for the disposal of sanitary or industrial sewage. If within a period of fifteen (15) days after the owner of any such lot or parcel shall have been notified to make such connection, such connection is not made, the City will discontinue the service of water to such lot or parcel and will not recommence supplying water thereto until such sewer connection shall have been made. SECTION 6.08. �bsQrvansg o aws�and Rego ations. The City will well and truly keep, observe and perform all valid and lawful obligations or orders or regulations now or hereafter imposed on it by contract , or prescribed by any law of the United States of America or of the State of Utah, or by any officer , board or commission having jurisdiction or control , as a condition of the continued enjoyment of any and every right, privilege or franchise now owned or hereafter acquired by the City, including its right to exist and carry on business , to the end that such rights , privileges and franchises shall be maintained and preserved , and shall not become abandoned, forfeited or in any manner impaired; provided , hpwevar, that the City shall not be required to comply with any such orders so long as the validity or application thereof shall be contested in good faith. SECTION 6.09. payment of Taxes and clainjs . The City will , from time to time , duly pay and discharge , or cause to be paid and discharged, any taxes , assessments or other governmental charges lawfully imposed upon any of the properties of the System or upon the Revenues , when the same shall become due , and will duly observe and conform to all valid requirements of any governmental authority relative to any such properties. The City will keep the System and all parts thereof free from judgments , mechanics ' and materialmen ' s liens (except those arising from the construction of any Project and other improvements of the System) and free from all other liens , claims , demands and encumbrances of whatsoever prior nature or character , to the end that the priority of the lien of the Resolution on the Revenues may at all times be maintained and preserved, and free from any claim or liability which might embarrass or hamper the City in conducting its business. SECTION 6. 10. TRsurance . Subject in each case to the condition that insurance is obtainable at reasonable rates and upon reasonable terms and conditions: -47- (a) The City will secure and maintain adequate fidelity insurance or bonds on all officers and employees handling or responsible for funds of the City related to the System; and (b) The City will place on file with the Trustee annually within one hundred twenty (120) days after the close of each Fiscal Year, so long as any Bonds are Outstanding, a Written Statement of the City containing a summary of all insurance policies then in effect with respect to the System, its officers and employees ; QIOYided, hnwpyer , that nothing in this Section shall be construed in such manner as to result in making the Bonds an indebtedness of the City, and if it shall ever be held by any court of competent jurisdiction that any or all of the provisions of this Section are invalid or that the enforcement of the provisions of this Section would make the Bonds invalid or unenforceable , said provisions of this Section shall be considered to be null and void. SECTION 6. 11 . AOOQVRta and Reports . (a) The City will at all times keep, or cause to be kept, proper books of record and accounts , separate and apart from all other records and accounts of the City, in which complete and accurate entries shall be made of all transactions relating to the System and the Revenues . Such books of record and accounts shall at all times during business hours be subject to the inspection of the Trustee or the Holders of not less than five per cent (5X) of the Bonds then Outstanding, or their representatives authorized in writing. (b) The City will place on file with the Trustee semiannually within sixty (60) days after the first days of January and July of each Year , so long as any Bonds are Outstanding, an unaudited financial statement in reasonable detail for the preceding six (6) months and the preceding twelve ( 12) months respectively showing the Revenues , all expenditures from the Revenues for Operation and Maintenance Costs and other -48- • expenditures from the Revenues applicable to the System, and the resulting Net Revenues available for Debt Service for such periods. (c) The City will place on file with the Trustee annually within one hundred eighty (180) days after the close of each Fiscal Year , so long as any Bonds are Outstanding, a financial statement in reasonable detail for the preceding Fiscal Year showing the Revenues , all expenditures from the Revenues for Operation and Maintenance Costs and other expenditures from the Revenues applicable to the System and the resulting Net Revenues available for Debt Service , together with a balance sheet in reasonable detail reflecting . the financial condition of the System, including the balances of all Funds relating to the System as of the end of each Fiscal Year , which financial statement and balance sheet shall be accompanied by an Accountant 's Certificate. Each such audit,- in addition to whatever matters may be thought proper by the Independent Public Accountant to be included therein,. shall include the following: (1) Comments regarding the manner in which the. City has carried out the. requirements of this Resolution and recommendations for any change or improvements in the accounting operations of the System. • (2) A list of the insurance policies in force at the end of the Fiscal Year with respect to the System, its officers and employees setting out as to each policy the amount of the policy, the risks covered, the name of the insurer and the expiration date of the policy. (3) A statement as to whether or not the Net Revenues for such Fiscal Year were equal to at least 1.25 times the Aggregate Debt Service for such Fiscal Year. , • (4) An analysis of all Funds provided for herein, setting out as to each all deposits and disbursements made during the Fiscal Year and the amount in each Fund at the end of the Fiscal Year. _ (5) The number of metered water customers , the number of unmetered water customers , if any, and the number of sewer connections per class of customer , if there be classes of customers , at the end of the Fiscal Year. -49- • (6) The total dollar amount billed for water and water service, the total dollar amount billed for sewer service during the Fiscal Year and the average monthly billing per water customer and per sewer customer for each class of service. Simultaneously with the filing of such financial statement, there shall be filed with the Trustee a report of a bond resolution compliance review conducted by the firm of Independent Public Accountants which signed the Accountants ' Certificate attached to such financial statement. (d) The reports , statements and other documents required to be furnished to the Trustee pursuant to any provisions. of the Resolution shall be available for the inspection of Bondholders at the principal corporate trust office of the Trustee and shall be mailed to each Bondholder , investment banker, security dealer or other person interested in the Bonds who shall file a written request therefor with the City. (e) The City shall file with the Trustee (i) forthwith upon becoming aware of any event of default under Article IX or other default in the performance by the City of any covenant, agreement or condition contained in the Resolution, a Written Certificate of the City specifying such default ; and (ii) no later than one hundred eighty (180) days following the end of. each Calendar Year a . Written Certificate of the City stating that, to the best of- the Knowledge and belief of the Authorized Otficer of the City executing such Written Certificate, except for any default then existing which shall have been specified in the Written Certificate of the City referred to in (i) above, the City has kept, observed, performed and fulfilled each and every one of its covenants and obligations contained in the Resolution and there does not exist at the date of such Written Certificate any default by the City under the Resolution or any event of default under Article IX or other event which, with the lapse of time specified in Section 9.01 , would become an event of default under Article IX, or, if any_ such default or event of default under Article IX or other event shall so exist, specifying the tame and the nature and status thereof. SECTION 6. 12. agA4_and cifwg4A. In order to assure full and continuous performance of the covenants contained in Section 6.07 with a margin for contingencies and temporary unanticipated reduction in Revenues , the City hereby covenants -50- and agrees that it will, at all times while any of the Bonds shall be Outstanding, continue in effect and establish, fix, prescribe and collect rates and charges for the sale or use of System services furnished by the City which, together with other income, are reasonably expected to yield Net Revenues equal to at least 1 .25 times the Aggregate Debt Service for the forthcoming Fiscal Year. The City agrees that should the annual financial statement made in accordance with the provisions of Section 6. 11 (c) disclose that during the period covered by such financial statement the Net Revenues were not at least equal to the above requirement, the City shall request that the Qualified Engineer make recommendations as to the revision of the rates , charges and fees and that the City on the basis of such recommendations will revise the schedule of rates , charges and fees insofar as_ is practicable and further revise Operation and Maintenance Costs so as to produce the necessary Net Revenues as herein required. • SECTION 6. 13. Jyaj, nan _ 444,,,A44a,S. The Trustee shall pay to the, Paying Agents, to the extent of the moneys held by the Trustee for such payment, funds for the prompt payment of the principal and Redemption Price of and interest on the coupon Bonds of such Series presented at any such place of payment. SECTION 6. 14. .zalagut_aamalz. If all or any part of the System shall be taken by eminent domain proceedings or conveyance in lieu thereof, the net proceeds realized by the City therefrom shall be deposited with the Trustee in a special fund in trust and shall be applied and disbursed by the Trustee subject to the following conditions : (a) If such funds are sufficient to provide for the payment of the entire amount of principal due or to become due upon all of the Bonds , together with all of the interest due or to become due thereon and any redemption premiums thereon, so as to enable the City to retire all of the Bonds then Outstanding, either by call and redemption at the then current Redemption Prices or by payment at maturity or partly by redemption prior to maturity and partly by payment at maturity, the Trustee shall apply such moneys to such retirement and to the payment of such interest. Pending the application of such proceeds for such purpose, such moneys shall be invested by the Trustee in the manner provided in Article X for investment of moneys in the Debt Service Reserve Account in the Principal and Interest Fund. The balance of such moneys , if any, shall be transferred to the City. -51- (b) It such proceeds are insufficient to provide the moneys required for the purposes set forth in subsection (a) of this Section, the City shall file with the Trustee a Written Request of the City requesting the Trustee to apply such proceeds for one of the following purposes; (1) If such Written Request requests the Trustee to apply such proceeds to the purchase, redemption or retirement of Bonds, the Trustee shall apply such proceeds to the purchase, redemption or retirement of Bonds then Outstanding. If more than one Series of Bonds is then Outstanding, such proceeds shall be applied pro rata to the purchase , redemption or retirement of the Bonds of each Series in the proportion which the principal amount of Bonds of each such Series then Outstanding bears to the aggregate principal amount of all Bonds then Outstanding. Pending the application of such proceeds . for such purpose , such moneys shall be invested by • the Trustee in the manner provided in Article X for the investment of moneys in the Debt Service Reserve Account in the .Principal and Interest Fund. (2) If sucn Written Request requests the Trustee to deliver such. proceeds to the City to apply to the. cost of additions , betterments, extensions or improvements to the System, the City shall also file with the Trustee an Engineer ' s Certificate showing the loss in annual Revenues , if any, suffered, or to be suffered, by the City by reason of such eminent domain -proceedings , together with a general description of the additions , betterments, extensions or • improvements to the System then proposed to be acquired or constructed by the City from such proceeds. If ,. in the opinion of the City (evidenced by a Written Certificate of the City) , which shall be final , the additional Revenues to be derived from such additions, betterments , extensions or improvements will" sufficiently offset the loss of Revenues resulting from such eminent domain proceedings so that the ability of the City to meet its obligations hereupder will not be substantially impaired, the Trustee shall pay such proceeds to the City. The City, in reaching such detemination, may rely upon the Engineer ' s Certificate. The City- shall hold such proceeds in trust and apply them to the acquisition or construction -52- • of the additions , betterments , extensions or improvements substantially in accordance with such Engineer ' s Certificate. Any balance of such proceeds not required by the City for the purposes aforesaid shall be deposited into the Revenue Fund. (3) If such Written Request requests the Trustee to deposit such proceeds into the Revenue Fund upon the ground that such eminent domain proceedings have had no effect, or at the most a relatively immaterial effect, upon the security of the Bonds , the City shall also file with the Trustee an Engineer ' s Certificate stating that such eminent domain proceedings have not substantially impaired or affected the operation of the System or the ability of the City to meet all of its obligations hereunder with respect to the payment of the Bonds . Upon receipt of such Written Request and such Engineer 's Certificate , the Trustee shall deposit such proceeds into the Revenue Fund. SECTION 6. 15. RSQQnStruQtloo Df &YSLeraI 88Glirs joR al InsULance Proceed . If any useful portion of the System shall be damaged or destroyed , the City shall , as expeditiously as possible, continuously and diligently prosecute or cause to be prosecuted the reconstruction or replacement thereof , unless the City shall file with the Trustee an Engineer ' s Certificate to the effect that such reconstruction or replacement is not in the interests of the City and the Bondholders. The proceeds of any commercial insurance paid on account of such damage or destruction, other than business interruption loss insurance or public liability insurance , shall , if the appropriate Project Account in Construction Fund has not been closed, be paid into the Construction Fund as provided in Section 5.03 (c) , or if the Construction Fund has been closed, shall be held by the Trustee in a special account and made available for , and to the extent necessary applied to, the cost of such reconstruction or replacement , if any. Pending such application, such proceeds may be invested by the City in Investment Securities which mature not later than such times as shall be necessary to provide moneys when needed to pay such cost of reconstruction or replacement. Any balance of such proceeds of insurance shall be applied in the same manner as provided in Section 5.03(i ) . SECTION 6. 16. AQQQID114tiop, Qf CguQQns . In order to prevent any accumulation of coupons or 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 -53- coupon appertaining to or claim for interest on any of the Bonds and will not, directly or indirectly, be a party to or approve any such arrangement by purchasing or funding such coupons or claims for interest or in any other manner. In case any such coupon or claim for interest shall be extended or funded, whether or not with the consent of the City, such coupon or claim for interest so extended or funded shall not be entitled, in case of default hereunder, to the benefits of the Resolution, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all coupons and claims for interest which shall not have been so extended or funded. SECTION 6.17. E iaa fl e„!*ia• D.U42.11 ton. The City will not issue, or permit to be issued, any Bonds in any manner other than in accordance with the provisions of the Resolution and will not suffer or permit any default to occur under the Resolution, but will faithfully observe and perform all the covenants , conditions and requirements hereof. The City will 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 the Resolution, and for the better assuring and confirming unto the Holders of the Bonds of the rights , benefits and security provided in the Resolution. The City, for itself, its successors and assigns , represents , covenants and agrees with the Holders of'_the Bonds , as a material inducement to the purchase of the Bonds , ' that so long as any of the Bonds shall remain Outstanding and the principal or Redemption Price thereof or interest thereon- shall be unpaid or unprovided for , it will faithfully perform all of the covenants and agreements contained in the Resolution and the Bonds. SECTION 6. 19. PSAt,Z . to j a Rpv„enyss an4,Qther. Fur ,. The City is duly authorized under all applicable laws to create and issue the Bonds and to adopt the Resolution and to pledge the Revenues and other moneys , securities and funds purported to be pledged by the Resolution in the manner and to the extent provided in the Resolution. The Bonds and the provisions of the Resolution are and will be the valid and legally enforceable obligations of the City in accordance with their terms and the terms of the Resolution. The City shall at all times , to- the extent permitted by law, defend, preserve and protect the pledge of the Revenues and other moneys , securities and Funds pledged under the Resolution and all the rights of the Bondholders under the Resolution against all claims and demands of all persons whomsoever. -54• SECTION 6. 19. t Bdtp,T ap .ZA1a. The City has , and will have so long as any bonds_ areOutstanding, good, right and lawful power to own the System and to fix and collect rates , fees and other charges in connection with the System. SECTION 6.20. 44j,enc�___e , g . The City will maintain its corporate identity and shall make no attempt to cause its corporate- existence to be abolished and shall resist all attempts by other municipalities to annex all or any part of the territory now or hereafter in the City. SECTION 6.21 . g4g1. (a) The City shall do and perform or cause to be done and performed all acts and things required to be done or performed by or on behalf of the City under the provisions of the Act and the Resolution. (b) Upon the date of authentication and delivery of any of the Bonds ,. all acts , conditions and things required by law and the Resolution to .exist, to have happened and to have been performed precedent to and in the issuance of such Bonds shall exist , have happened and have been performed in regular and in due time, form and manner as required by law and the City will have duly and regularly complied with all applicable provisions of law and will be duly authorized to issue the Bonds under the Act in the manner and upon the terms as in the Resolution provided. ARTICLE VII THE TRUSTEE AND THE PAYING AGENTS SECTION 7.01 . tment_,g . (a) The City shall in the Supplemental Resolution authorizing the first Series of Bonds appoint the Trustee for the Holders of the Bonds , to act as the legal depositary of the City for the purpose of receiving all moneys which the City is required to pay to the Trustee hereunder , and to hold, allocate, use and apply the same as provided in the Resolution. The Trustee shall signify its acceptance of the duties and obligations imposed on it by the Resolution by executing and delivering to the City a written acceptance thereof. The Trustee shall also act as registrar and transfer agent for the Bonds , with the duties herein provided, and shall also act in accordance with the duties specified in Section 3.01 (a) . -55- (b) The Trustee may at any time resign or be discharged of its duties and obligations hereby created by giving not less than sixty (60) days ' written notice to the City, specifying the date when such resignation shall take effect, and publishing notice thereof , once a week for two successive calendar weeks in a Financial Newspaper or Journal of general circulation in New York, New York, and such resignation shall take effect on the day specified in such notice unless previously a- successor shall have ' been appointed as hereinafter provided, in which event such resignation snail take effect immediately upon the appointment of such successor; 9,Pa(i4e4, 4AX121L, that such resignation of tne Trustee shall in no event take effect until such successor shall have been appointed. (c) The City may remove the Trustee initially appointed by resolution of the Board delivered to the Trustee, and may similarly remove any successor thereto, and may appoint a successor or successors thereto; provided, that any successor Trustee shall be a bank or trust company with a capital , undivided profits and surplus of not less than $1O ,OOO,OOO. SECTION 7.02. eax4Q Aae ,,, Q, tent a-ng , ay4. The City shall appoint Paying • Agents for. the Bonds of each Series pursuant to Supplemental Resolutions. Each Paying Agent shall signify its acceptance of the duties and obligations imposed upon it by the Resolution by executing and delivering to the City and to the Trustee a written acceptance thereof. The City may remove any Paying Agent and any successor thereto, and appoint a successor or successors thereto; pagugui, pVP , that any such Paying Agent designated by the City shall continue to be a Paying Agent of the City for the purpose of paying the principal and Redemption Price of and interest on the Bonds until the designation of a successor as such Paying Agent. Each Paying Agent is hereby authorized to redeem Bonds and the interest coupons appertaining thereto when duly presented to it for payment or redemption, which Bonds and interest coupons shall thereafter be delivered to the Trustee for cancellation. SECTION 7.03. ugu, _ =„opr.^�c.of. _he Trusts The Trustee shall perform the trusts contained in the Resolution as a corporate trustee ordinarily would perform said trusts under a corporate indenture, only upon and subject to the following express terms and conditions: -56- (a) The Trustee shall perform such duties and only such duties as are specifically set forth in the Resolution. The- duties and obligations of the Trustee shall be determined solely by the express provisions of the Resolution, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in the Resolution, and no implied covenants or obligations shall be read into the Resolution against the Trustee. (b) The Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys , agents , receivers or employees but shall not be answerable for the Conduct of any of the same who have been selected by it with ordinary care in accordance with the standard specified above, and shall be entitled to advice of counsel concerning all matters of trusts hereof and the duties hereunder , and may in all cases pay such reasonable compensation to all such attorneys , agents , receivers and employees as may reasonably be employed in connection with the trusts hereof. '.Th'e Trustee may act upon the opinion or advice of any attorney for the City or any other attorneys , if , .in the case of such other attorneys, they are approved by the Trustee in the exercise of reasonable care. The Trustee shall not be responsible for any loss or, damage resulting from any action or non-action in good faith in reliance upon such opinion or advice. The Trustee shall not be liable for any error of judgment made' in good faith by any of its officers or employees unless it shall be proved that the Trustee was negligent in ascertaining pertinent facts. (c) The Trustee shall- not be responsible for any recital herein, or in the Bonds (except in respect to the certificate of authentication of the Trustee endorsed on the Bonds) , or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, and the Trustee shall not be bound to ascertain or inquire as to the performance - or observance of any covenants , conditions or agreements on the part of the City herein set forth; but the Trustee may require of the City full information and advice as to the performance of the covenants , conditions and agreements aforesaid. The -57- Trustee shall have no obligation to perform any of the duties of the City under the Resolution. (d) The Trustee shall not be accountable for the use, of any Bonds authenticated or delivered hereunder. The Trustee may become the owner or pledgee of Bonds and coupons secured hereby with the same rights which it would have if not Trustee. To- the extent permitted by law, the Trustee may also receive tenders and purchase in good faith Bonds from itself, including any department, affiliate or subsidiary, with like effect as if it were not Trustee. (e) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order , affidavit, letter, telegram or other paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to the Resolution , upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the owner of any Bond, shall be conclusive and binding upon all future owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof. The Trustee shall not be liable with respect to any_ action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a majority in principal amount of the Bonds at the time Outstanding relating to the time , method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee , under the Resolution. (f) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a Written Certificate of the City as sufficient evidence of the facts therein contained and shall also be at liberty to accept a similar Written Certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed necessary or advisable , but shall in no case be bound to secure the same. The Trustee may accept a certificate of the City Recorder -58- to the effect that a resolution in the form therein set forth has been adopted by the City as conclusive evidence that such resolution has been duly adapted, and is in full force and effect. (g) The permissive right of the Trustee to do things enumerated in the Resolution shall not be construed as a duty and it shall not be answerable for other than its gross negligence or willful default. (h) The Trustee shall not be required to take notice or be deemed to have notice of any default hereunder except failure by the City to cause to be made any of the payments to the Trustee required to be made by Article V hereof or the failure of the City to file with the Trustee any document required by the Resolution to be so filed subsequent to the issuance of the Bonds , unless the Trustee shall be specifically notified in writing of such default by the Holders of not less than ten percent (10X) in aggregate principal amount of Bonds then Outstanding and all notices or other instruments required by the Resolution to tre delivered to the Trustee, must, in order to be effective, be delivered at the principal corporate trust office of the Trustee, and in the absence of such notice so delivered the Trustee may conclusively assume there is no default except as aforesaid. (i) At any and all reasonable times the Trustee, and its duly authorized agents , attorneys , experts , engineers , accountants and representatives, shall have the right fully to inspect any and all books , papers and records of the City, pertaining to the System and the Bonds , and to take such memoranda from and in regard thereto as may be desired. (j ) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and_ powers or otherwise in respect of the premises. • (k) Notwithstanding anything elsewhere in the Resolution contained, the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication of any Bonds or any action whatsoever within the purview of the Resolution, any -59- • showings , certificates , opinions , appraisals or other ' information, or corporate action or evidence thereof , in addition to that by the terms hereof required, as a condition of such action by the Trustee reasonably • deemed desirable by it for the purpose -of establishing the right of- the City to the authentication of any Bonds or the taking of any other action by the Trustee. (1) The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by the Resolution at the request, order or direction of any of the Bondholders , pursuant to the provisions of the Resolution, unless such Bondholders shall have offered to the Trustee reasonable security or indemnity against the costs , expenses and liabilities which might be incurred therein or thereby. (m) All moneys received by the Trustee shall , until used or applied or invested as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by mandatory provisions of law. • (n) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument , opinion, report, notice, request , consent, order, approval , appraisal , Bond or other paper or document, unless requested in writing so to do by the Holders of not less than twenty-five per cent (25X) in aggregate principal amount of the Bonds then Outstanding; provided, that, it the payment within • a reasonable time to the Trustee of the costs , expenses or liabilities likely to be incurred by it in the making of such investigation is , in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of the Resolution, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to so proceeding. The reasonable expense of every such inquiry or examination shall be paid by the City or, if paid by the Trustee, shall be repaid by the City. -60- • (0) The Trustee shall not be liable for any action taken by it in good faith and reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by the Resolution. (p) None of the provisions contained in the Resolution shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers , if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it. (q) The Trustee shall not be obligated to take or omit to take any action hereunder if, - upon the basis of advice of counsel selected by it, the Trustee determines it would be unlawful to take or omit to take such, action. SECTION 7.04. In any judicial proceeding to which the City is a party and which in the opinion of the Trustee has a substantial bearing on the interests of Holders of the Bonds , the Trustee -may intervene on behalf of Bondholders and shall do so if requested in writing by the Holders of a majority of the aggregate principal amount of Bonds then Outstanding. The rights and obligations of the Trustee under this section are subject to the approval of a court of competent jurisdiction. SECTION 7.05. sor Trustee Any corporation or association into which the Trustee may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust business or assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a. party, shall be and become successor Trustee hereunder and vested with all the trusts , powers, discretions, immunities , privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of the Trustee or the City, anything herein to the contrary notwithstanding. -61- • • r SECTION 7.06. r,A 4;,;;,,at„utgE. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to its or his predecessor and also to the City an instrument in writing accepting such appointment hereunder and thereupon such successor , without any further act, deed or conveyance, shall become fully vested with all the estates, properties , rights , powers , trusts * duties and obligations of its predecessors; but such predecessor shall, nevertheless , on the Written Request of the City, or of its successor, execute and deliver an instrument transferring to such successor Trustee all the estates , properties , rights , powers and trusts of such predecessor hereunder ; and every predecessor Trustee shall deliver all securities and moneys held by it as Trustee hereunder to its or his successor. Should any instrument in writing from the City be required by any successor Trustee for more fully and certainly vesting in such successor the estate, rights, powers and duties hereby vested or intended to be vested in the predecessor any and all such instruments in writing shall , on request, be executed, acknowledged and delivered by the City. Any Trustee ceasing to act shall , nevertheless, retain a lien upon all property or funds held or collected by such Trustee to secure any amounts then due it pursuant :to .the provisions of Section 7.07 hereof. SECTION 7.07. WukQ, ,iaatigg Qf Me 7r11St,: and ItA J k. The City covenants and agrees to pay to the Trustee from time to time and the 'Trustee shall be entitled to, reasonable compensation and, except as otherwise expressly provided, the City covenants and agrees to . pay or reimburse the Trustee upon its request for all reasonable expenses , disbursements and advances incurred or made by the Trustee . in accordance with any of the provisions of the Resolution (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. The City also covenants to indemnify the Trustee for , and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim of liability in the premises. The obligations of the City under this section to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses , disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of the Resolution. Such additional indebtedness shall be secured by a lien prior to -62- that of the Bonds upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Bonds. SECTION 7.08. ARR9InLte4t,2 .C4341 It is the purpose of this Resolution that there shall be no violation of any law of any jurisdiction (including particularly the law of Utah) denying or restricting the right of banking corporations or associations to transact business as Trustee in such jurisdiction. It is recognized that in case of litigation under the Resolution, and in particular in case of the enforcement thereof on default, or in the case the Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers , rights or remedies herein granted to the Trustee or hold title to the properties , in trust, as herein granted, or take any action which may be desirable or necessary in connection therewith, it may be necessary that the Trustee appoint an additional individual or institution as a separate or co-trustee. The following provisions of this Section are adapted to these ends. In the event that the Trustee appoints an additional individual or institution- as a separate or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title , interest and lien expressed or intended by the Resolution to• be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate or co-trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. Should any instrument in writing from the City be required by the separate trustee or co-trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to him or it such properties , rights , powers , trusts , duties and obligations , any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the City. in case any separate trustee or co-trustee, or a successor to either shall die, become incapable of acting, resign or be removed, all the estates , properties, rights, powers , trusts, duties and obligations of such separate trustee or co- trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate trustee or co-trustee. -63- • • ARTICLE VIII • MODIFICATION OR AMENDMENT OF RESOLUTION -SECTION 8.01, n Qts pgr, . (a) The Resolution or any Supplemental Resolution and the rights and obligations of - the City and of the Holders of the Bonds and the coupons may be modified or amended at any time by a Supplemental Resolution and pursuant to the affirmative vote at a meeting of Bondholders, or with the written consent without a meeting, (i) of the Holders of at least sixty per cent (60%) in principal amount of the Bonds then Outstanding, and (ii) in case less - than all of the several Series of Bonds then Outstanding are affected by the modification or amendment, of the Holders of at least sixty- per cent (60Z) in principal amount of the Bonds of each Series so affected and_ then Outstanding, and (iii) in case the modification or amendment changes the terms of any Sinking Fund Installment, of the Holders of at least sixty per cent (60%) in principal amount of the Bonds of the particular Series and maturity entitled to such Sinking Fund Installment and then Outstanding; 14gxlaggi, now yer, that if such modification or amendment will, by its terms , not take effect so long as any Bonds of any specified Series remain Outstanding, the consent of the Holders of Bonds of such Series shall not be required and Bonds of such Series shall not be deemed to be Outstanding for the purpose of any calculation of Outstanding Bonds under this section. No such modification or amendment shall (i) extend the fixed maturity of any Bond, or reduce the principal amount or Redemption Price thereof, or reduce the rate or extend the time of payment of interest thereon, without the consent of the Holder of each Bond so affected, or (ii) reduce the aforesaid percentage of Bonds required for the affirmative vote or written consent to an amendment or modification of the Resolution, without the consent of the Holders of all of the Bonds then Outstanding, or (iii) without its written consent thereto, modify any of the rights or obligations of the Trustee. (b) The Resolution or any Supplemental Resolution and the rights and obligations of the City and of the Holders of the Bonds and the coupons may also be modified or amended at any time by a Supplemental Resolution, without the consent of any Bondholders, but only to the extent permitted by law and ' only for any one or more of the following purposes: -64- • (1 ) to add to the covenants and agreements of the City in the Resolution contained, other covenants and agreements thereafter to be observed , or to surrender any right or power herein reserved to or conferred upon the City; (2) to make such provisions for the purpose of curing any ambiguity, or of curing or correcting any defective provision contained in the Resolution, or in regard to questions arising under the Resolution, as the City may deem necessary or desirable, and which shall not adversely affect the interests of the Holders of the Bonds; and (3) to provide for the issuance of a Series of Bonds , and to provide the terms and conditions under which such Series of Bonds may be issued, subject to and in accordance with the provisions of Article II . Such Supplemental Resolution shall become effective as of the date of its adoption or such later date as shall be specified in such Supplemental Resolution. SECTION 8.02. 444d427ders4 Meet14g,. (a) The Trustee may, and upon the Written Request of the City shall , at any time, call a meeting of the Holders of Bonds , to be held at such place as may be selected by the Trustee and specified in the notice calling such meeting. Written notice of such meeting, stating the time and place of meeting and in general terms the business to be submitted, shall be mailed by the Trustee, postage prepaid, not less. than thirty (30) nor more than sixty (60) days before such meeting, to each registered owner of Bonds then Outstanding at his address , if any, appearing upon the Bond register of the City, and to each Holder of any Bonds payable to bearer who shall have filed with the Trustee or the City Recorder an_ address for notices, and such notice shall be published by the Trustee at least once a week for two (2) successive weeks in a Financial Newspaper or Journal of general circulation in New York , New York, the first such publication to be not less than thirty (30) nor more than sixty (60) days prior to the meeting; g&aXa, aweyer, that the mailing of such notice shall in no case be a condition precedent to the validity of any action taken at any such meeting. The cost and expense of the giving of such notice -65- • shall be borne by the City and the Trustee shall be reimbursed by the City for any expense incurred by it. . (b) Prior to calling any meeting of the Holders of Bonds, the Trustee shall adopt regulations for the holding and conduct of such meeting, and copies of such regulations shall be filed at the principal corporate trust office of the Trustee and at the office of the City and shall be open to the inspection of all Bondholders. The regulations shall include such provisions as the Trustee may deem advisable for evidencing the ownership of Bonds, for voting in person or by proxy, for the selection of temporary and permanent officers to conduct the meeting and inspectors to tabulate and canvass the votes cast thereat, the adjournment of any meeting and the records to be kept of the proceedings of such meeting, including rules of order for the conduct of such meeting and such other regulations as , in the opinion of the Trustee, may be necessary or desirable. (c) No resolution adopted by such meeting of Bondholders shall be binding unless and until a valid Supplemental Resolution has been passed containing the modifications or amendments authorized by the resolution adopted at such meeting. Such Supplemental Resolution shall become effective upon the tiling . with the Trustee of the resolution adopted at such meeting and such Supplemental Resolution. SECTION 8.03. R1e 4 . The Board may at any time adopt a valid Supplemental Resolution amending the provisions of the Bonds or of the kesolution or any Supplemental Resolution, to the extent that such an amendment is permitted by this article, to become effective when and as approved by written consent of the Bondholders and as provided in this Section. Such Supplemental Resolution shall not be effective unless there shall have been filed with the City or the Trustee the written consents of the necessary number of Holders of the Bonds then Outstanding and a notice shall have been published as hereinafter in this section provided. It shall not be necessary for the consent of the Bondholders under this Section to approve the particular form of any proposed Supplemental Resolution, but it shall be sufficient if such consent shall approve the substance thereof. Each such consent shall be effective only if accompanied by proof of ownership of the Bonds for which such consent is given, which proof shall be such as is permitted by Section 12.04. Any such consent shall be binding upon the Holder of the Bonds giving such consent and on any subsequent Holder thereof (whether or not such -66- subsequent Holder has notice thereof) unless such consent is revoked in writing by the Holder of the Bonds giving such consent or a subsequent Holder thereof by filing such revocation with the City prior to the date when the notice hereinafter in this Section provided for has been published. Notice of the fact of the adoption of such Supplemental Resolution shall be mailed by the City to Bondholders (but failure to mail copies of such notice shall not affect the validity of the Supplemental Resolution when assented to by the requisite percentage of the Holders of the Bonds as aforesaid) . Notice of the fact of the adoption of such Supplemental Resolution shall be published at least once in a Financial Newspaper or Journal of general circulation in New York, New York, such publication to be made not more than fifteen (15) days after the date of adoption of such Supplemental Resolution. SECTION 8.04. Bonds owned or held by or for the account of the City shall not be deemed Outstanding for the purpose of any vote, consent or other action or any calculation of Outstanding Bonds in this article provided for, and shall not be entitled to vote or consent to, or to take, any other action provided for in this article. SECTION 8.05. Ett4aL-21-4A4114,QUIPA Q1_ Am�.D .DS,• When any Supplemental Resolution modifying or amending the provisions of the Resolution or any Supplemental Resolution shall become effective, as provided in this article, the Resolution or such Supplemental Resolution shall be and be deemed to be modified and amended in accordance therewith and the respective rights , duties and obligations under the Resolution or such Supplemental Resolution of the City, the Trustee and all Holders of Bonds Outstanding hereunder (and of interest coupons appertaining thereto, whether attached thereto or detached therefrom) shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all the terms and conditions of any such Supplemental Resolution shall be• and be deemed to be part of the terms and conditions of the Resolution or such Supplemental Resolution for any and all purposes. SECTION 8.06. EagpTsemga4.4;,,Rppl4;emeasti_allags, £I d After_ mituaraga4A. The City or the Trustee may determine that Bonds executed and delivered after the effective date of a Supplemental Resolution adopted as provided in this article shall bear a notation, by endorsement or otherwise , in form approved by the City, as to the modification or amendment provided for by such Supplemental Resolution. In that case, -67- 11 U.S.C. (as the same may from time to time be hereafter amended) , or other proceedings for relies under any Federal or state bankruptcy law or similar law for the relief of debtors are instituted by or against the City and, if instituted against the City, said proceedings are consented to or are not dismissed within thirty (30) days after such institution. SECTION 9,02, AZ4A4Sxa iQ.r. (a) Upon the occurrence of an event of default, unless the principal of all the Bonds shall have already become due and payable, the Trustee may, or the Holders of not less than twenty-five per cent (25X) in aggregate principal amount of the Bonds at the time Outstanding shall be entitled, upon notice in writing to the City, to declare the principal of all of the Bonds then Outstanding, and the interest accrued thereon, to be due and payable immediately, and upon such declaration the same shall become and shall be immediately due and payable, anything in the Resolution or in the Bonds contained to the contrary notwithstanding. (b) The right of the Trustee or of the Holders of not less than twenty-five per cent (25Z) in aggregate principal amount of the Bonds at the time Outstanding to make any such declaration as aforesaid, however, is subject to the condition that if, at any time after such declaration, all overdue installments of interest upon the Bonds , together with the reasonable and proper charges , expenses and liabilities of the Trustee, and all other sums then payable by the City under the Resolution (except the principal of , and interest accrued since the next preceding interest date on, the Bonds due and payable solely by virtue of such declaration) shall either be paid by or for the account of the City or provision satisfactory to the Trustee shall be made for such payment, and all defaults under the Bonds or under the Resolution (other than the payment of principal and interest due and payable solely by reason of such declaration) shall be made good or be secured to the satisfaction• of the Trustee or provision deemed by the Trustee to be adequate shall be made therefor , then and in every such case the Holders of not less than fifty per cent (50%) in aggregate principal amount of the Bonds at the time Outstanding, by written notice to , the City and to the Trustee, may rescind such declaration and annul such default in its entirety, or ,. if the Trustee shall have acted without a direction from the Holders of not less than twenty-five per cent (25X) in aggregate principal amount of the Bonds at the time Outstanding at the time of such request, and if there shall not have been theretofore delivered to the Trustee written direction to the contrary by the Holders of not less than fifty per cent (50%) in aggregate principal amount of the Bonds then Outstanding, -69r upon demand of the Holder of any Bond Outstanding at such effective date and presentation of his Bond for the purpose at the principal corporate trust office of the Trustee or at such other office as the City may select and designate for that purpose, a suitable notation shall be made on such Bond. The City may determine that. new Bonds , so modified as in the opinion of the City is necessary to conform to such Supplemental Resolution, shall be prepared, executed and delivered. In that case, upon demand of the Holder of any Bond then Outstanding, such new Bonds shall be exchanged at the principal corporate trust office of the Trustee without cost to any Bondholder, for Bonds then Outstanding, - upon surrender of such Bonds with all unmatured coupons appertaining thereto. ARTICLE IX EVENTS OF DEFAULT AND REMEDIES OF BONDHOLDERS SECTION 9.01 , Ey„ ..o Q„esf;u1„Z',. If one or more of the following events occur , it is hereby declared to constitute an "event of default" : (a) failure to make the due and punctual payment . of the principal or Redemption Price of any Bond when and as the same -shall become due and payable, whether at maturity as therein expressed, by proceedings for redemption, by declaration or otherwise; (b) failure to make the due and punctual payment of any installment of interest on any Bond or any Sinking Fund Installment when and as such interest installment or Sinking Fund Installment shall become due and payable; (c) failure by the City to observe any of the covenants , agreements or conditions on its part in the Resolution or in the Bonds contained , and failure to remedy the same for a period of sixty (60) days after written notice thereof , specifying such failure and requiring the same to be remedied, shall have been given to the City by the Trustee, or to the City and the Trustee by the Holders of not less than twenty- five per cent (25Z) in aggregate principal amount of the Bonds at the time Outstanding; or (d) bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings , including without limitation proceedings under Chapter 9 of -68- then any such declaration shall 1212 44 be deemed to be rescinded and any such default and its consequences shall ipu LR be deemed to be annulled, but no such rescission and annulment shall extend to or affect any subsequent default or impair or exhaust any right or power consequent thereon. SECTION 9.03. A. c .liAtina-4A ..Z 1apatZof 9f Recafi.s 414tAz,nglault. The City covenants that if an event of default shall have happened and shall not have been remedied, the books of record and accounts of the City and all other records of the City relating to the System shall at all times be subject to the inspection and use of the Trustee and of its agents and attorneys. The City covenants that if an event of default shall happen and shall not have been remedied, the City, upon demand of the Trustee, will account, as if it were the trustee of an express trust, for all Revenues and other moneys , securities and funds pledged or held under the Resolution for such period as shall be stated in such demand. SECTION 9.04. ' AURlipPtispq 3fi„ PX Default. • (a) During the continuance of an event of default, the Trustee shall apply such Revenues and such moneys , securities and funds and the income therefrom as follows and in the following order: (i) to the payment of the reasonable and proper charges and expenses of the Trustee and the reasonable fees and disbursements of its counsel; (ii) to the payment of the Operation and Maintenance Costs ; (iii) to the payment of the interest and principal or Redemption Price then due on the Bonds , subject to the provisions of Section 6. 1h, as follows: (A) unless the principal of all of the Bonds shall have become or have been declared due and payable, FIRST: To the payment to the persons entitled thereto of all installments of interest then due in the order of the maturity of such installments , and, if the amount available shall not be sufficient to pay in full any installment or installments maturing on the same date, then to the payment thereof ratably, according to the -70- amounts due thereon, to the persons entitled thereto, without any discrimination or preference; and SECOND: To the payment to the persons entitled thereto of the unpaid principal or Redemption Price of any Bonds which shall have become due , whether at maturity or by call for redemption, in the order of their due dates , and, if the amount available shall not be sufficient to pay in full all the Bonds due on any date, then to the payment thereof ratably, according to the amounts of principal or Redemption Price due on such date, to the persons entitled thereto, without any discrimination or preference. (B) if the principal of all of the Bonds shall have become or have been declared due and payable, to the payment of the principal' and interest then due and unpaid upon the Bonds without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest , or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and_ interest, to the persons entitled thereto without any discrimination or preference. (b) If and whenever all overdue installments of interest on all Bonds , together with the reasonable and proper charges and expenses of the Trustee , and all other sums payable by the City under the Resolution, including the principal and Redemption Price of and accrued unpaid interest on all Bonds which shall then be payable by declaration or otherwise, shall either be paid by or for the account of the City, or provision satisfactory to the Trustee shall be made for such payment, and all defaults under the Resolution or the Bonds shall be made good or secured to the satisfaction of the. Trustee or provision deemed by the Trustee to be adequate shall be made therefor , the Trustee shall pay over to the City all such Revenues then remaining unexpended in the hands of the Trustee (except Revenues deposited or pledged, or required by the terms of the Resolution to be deposited or pledged, with the Trustee) , and thereupon the City and the Trustee shall be restored, -71- respectively, to their former positions and rights under the Resolution, and all Revenues shall thereafter be applied as provided in Article V. No such payment over to the City by the Trustee or resumption of the application of Revenues as provided in Article V shall extend to or affect any subsequent default under the Resolution or impair any right consequent thereon. SECTION 9.05. hT..a„ afl_- ,au Al •1,R11• (a) No Holder of any Bond or coupon shall have any right to institute any proceeding, judicial or otherwise, with respect to this Resolution, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless (i) such Holder has previously given written notice to the Trustee of a continuing event of default; (ii ) the Holders of not less than twenty-five per cent (25X) in principal amount of the Outstanding Bonds shall have made written request to the Trustee to institute proceedings in respect of such event of default in its own name as Trustee hereunder; (iii) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs , expenses and liabilities to be incurred in compliance with such request; (iv) the Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceedings; and (v) no direction inconsistent with such written request has been given to the Trustee during such sixty (60) day period by the Holders of a majority in principal amount of the Outstanding Bonds ; it being understood and intended that no one or more Holders of Bonds or coupons shall have any right in any manner whatever by virtue of , or by availing of , any provision of this Resolution to affect , disturb or prejudice the rights of any other Holders of Bonds or coupons , or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Resolution, except in the manner herein and therein provided and for the equal and ratable benefit of all the Holders of Bonds and coupons. -72- • (b) Notwithstanding any other provision in this Resolution, the Holder of any Bond shall have the right which is absolute and unconditional to receive payment of the principal of, Redemption Price and interest on such Bond on the respective stated maturities expressed in such Bond (or, in the case of redemption, on the redemption date of such Bond) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder. (a) The Holders of a majority in principal amount of the Outstanding Bonds shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, provided that (i) such direction shall not be in conflict with any rule of law or this Resolution, (ii) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Holders not taking part in such direction, and, (iii) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. SECTION 9.06. Aajaalatmgatmairgaceiyer. Upon the occurrence of an event of default, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and of the Bondholders , the Trustee shall be entitled, as a matter of right, to the appointment of a receiver or receivers of the trust estate created hereby, including, without limitation, the proceeds of the sale of the Bonds , the Revenues and the Funds , including the investments , if any, thereof , pending such proceedings , with such powers as a court making such appointments shall confer. SECTION 9.07. Hon—wa�4 i.,iv,er. Nothing in this article or in any other provision of the Resolution, or in the Bonds or in the coupons , shall affect or impair the obligation of the City, which is absolute and unconditional , to pay the principal and Redemption Price of and interest on the Bonds to the respective Holders of the Bonds and coupons at the respective dates of maturity, or upon call for redemption, as herein provided, out of the Revenues and other moneys , securities and Funds herein pledged for such payment, or affect or impair -73- • the right of action, which is also absolute and unconditional , of such Holders to institute suit to enforce such payment by virtue of the contract embodied in the Bonds and coupons. No delay or omission of• the Trustee or of any Holder of the Bonds or coupons to exercise any right or power arising upon the happening of any event of default shall impair any such right or power or' shall oe construed to be a waiver of any such event of default or an acquiescence therein, and_ every power and remedy given by this article to the Trustee or to the Holders of Bonds may be exercised from time to time and as often as shall be deemed expedient by the Trustee or the Holders of the Bonds. SECTION 9.08. a es Not EKcly,, 4,yA. No remedy herein conferred upon or reserved to the Trustee or to the Holders of Bonds is intended to be exclusive of any other remedy, and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing, at law or in equity or by statute or otherwise, and may be exercised at any time or from time to time , and as often as may be necessary, by the Holder of any one or more of the Bonds or coupons appertaining thereto. Nothing herein contained shall permit the levy of any attachment or execution upon any of the properties of the City, nor shall any properties of the City be subject to forfeiture by reason of any default hereunder, it being expressly understood and agreed by each and every Bondholder by the acceptance of any - Bond that the rights of all such Bondholders are limited and restricted to the use and application of Revenues and other moneys , securities and Funds pledged under the Resolution in accordance with the terms of the Resolution, ARTICLE X DEPOSITS AND INVESTMENT OF FUNDS SECTION 10.01 . RAUQ44.5,. (a) All moneys held by the Trustee under the Provisions of the Resolution shall be deposited with the Trustee. All moneys held by the City under the Resolution shall be deposited in one or more Depositaries in the name of the City. All moneys deposited under the provisions of the Resolution with the Trustee or any Depositary shall be held in trust and applied only in accordance with the provisions of the Resolution, and each of the Funds established by the Resolution shall be a trust fund for the purposes thereof. -74- (b) Each Depositary shall be a bank or trust company organized under the laws of any state of the United States or a national banking association, having capital stock, undivided profits and surplus- aggregating at least $10,,000,440, and willing and able to accept the office on reasonable and customary terms and authorized by law to act in accordance with the provisions of the Resolution. (c) All Revenues and other moneys held by any Depositary under the Resolution may be placed on demand or time deposit, if and as directed by the City, provided that such deposits shall permit the moneys so held to be available for use at the time when needed. The City and the Trustee shall not be liable for any loss or depreciation in value resulting from any investment made pursuant to the Resolution. Any such deposit may be made in the commercial banking department of any Fiduciary which may honor checks and drafts on such deposit with the same force and effect as if it were not such Fiduciary. All moneys held by any Fiduciary, as such, may be deposited by such Fiduciary in its banking department on demand or , if and to the extent directed by the City and acceptable to such Fiduciary, on time deposit, provided that such moneys on deposit be available for use at the time when needed. Such Fiduciary shall allow and credit on such moneys such interest, if any, as it customarily allows upon similar funds of similar size and under similar condition or as required by law. (d) All moneys held under the Resolution by the Trustee or any Depositary shall be continuously and fully secured for the benefit of the City and the Holders of the Bonds and coupons , by direct obligations of or obligations guaranteed by the United States of America having a market value (exclusive of accrued interest) not less than the amount of such moneys in such manner as may then be required by applicable laws and regulations of the United States of America or the State of Utah and applicable state laws and regulations of the state in which the Trustee or Depositary is located, regarding security for , or granting a preference in the case of , the deposit of trust funds ; gmujiagg, agAu.u, that it shall not be necessary for the Fiduciaries to give security under this subsection (d) for the deposit of any moneys with them held in trust and set aside by them for the payment of the principal or Redemption Price of or interest on any Bonds , or for the Trustee or any Depositary to give security for any moneys which shall be represented by obligations or certificates of deposit purchased as an investment of such moneys . -75- • • • te) All moneys deposited with the Trustee and each Depositary shall be credited to the particular Fund or Account to which such moneys belong; provided , however , nothing herein contained shall prohibit the City from directing the Trustee or a Depositary by a Written Request of the City to make inter- Fund or Account transfers of investments at the market value of the investments so transferred, as such market value shall be determined by the City at the time of transfer and set forth in the Written Request. The Trustee shall be entitled to rely on the determination set forth in the Written Request. SECTION 10.02. 4AY2.40A44- (a) Moneys held in any Fund or Account shall be • invested and reinvested by the City or the Trustee to the fullest extent practicable in Investment Securities which mature not later than such times as shall be necessary to provide moneys when needed for payments to be made from such Fund or Account; 2=4.41.1g, tint. y,t, that the Trustee shall make such investments only in accordance with instructions received from an Authorized Officer of the City. (b) All moneys earned as_ an investment of moneys in the -Construction Fund shall be retained. therein. Net income earned on any moneys or investments in the Revenue Fund, the Bond Service Account. in the Principal and Interest Fund and the Renewal and Replacement Fund shall be transferred to the Revenue Fund. Whenever the Debt Service Reserve Account is in its full required amount, net income earned on any moneys or investments in the Debt Service Reserve Account shall be transferred to the Revenue Fund as provided in Section 5.07 (b) ; otherwise, to be retained therein. SECTION 10.03. ,,raae C2Y# j4• The City covenants with all purchasers and Holders of the Bonds from time to time Outstanding that sb long as any of the Bonds remain Outstanding, moneys on deposit in any Fund, whether or not such moneys were derived from proceeds of sales of Bonds or from any other sources , will not be used in a manner which will cause the Bonds to be "arbitrage bonds" within the meaning of Section 103 of the Code, and any regulations promulgated or proposed thereunder , as the same exist on this date or may from time to time be amended , supplemented or revised. -76- ARTICLE XI DEFEASANCE SECTION 11 .01 . 401144, 4sL4 Tag xldrag • (a) If the City shall pay or cause to be paid, or there shall otherwise be paid, to the Holders of all Bonds and coupons the principal or Redemption Price, if applicable, and interest due or to become due thereon, at the times And in the manner stipulated therein and in the Resolution, then the pledge of any Revenues , and other moneys , securities and Funds pledged under the Resolution and all covenants, agreements and other obligations of the City to the Bondholders , shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Trustee shall cause an_ accountin-g for such period or periods as shall be requested by the City to be prepared and filed with the City and, upon the request of the City, shall execute and deliver to the City all such instruments as may be desirable to evidence such discharge and satisfaction, and the Fiduciaries shall pay over or deliver to the City all moneys or securities held by them pursuant to the Resolution which are not required -for the payment of principal or Redemption Price, if applicable, on Bonds or payments of coupons not theretofore surrendered for such payment or redemption. If the City shall pay or cause to be paid, or there shall otherwise be paid, to the Holders of any Outstanding Bonds and the coupons appertaining thereto the principal or Redemption Price, if applicable, and interest due or to become due thereon, at the times and in the manner stipulated therein and in the Resolution, such Bonds shall cease to be entitled to any lien, benefit or security under the Resolution, and all covenants , agreements and obligations of the City to the Holders of such Bonds shall thereupon cease, terminate and become void and be discharged and satisfied. (b) Bonds or coupons or interest installments for the payment or redemption of which moneys shall have been set aside and shall be held in trust by the Fiduciaries (through deposit by the -City of funds for such payment or redemption or otherwise) at the maturity or redemption date thereof shall be deemed to have been paid within the meaning and with the effect expressed in subsection (a) of this section. All Outstanding Bonds of any Series and all coupons appertaining to such Bonds shall prior to the maturity or redemption date thereof be deemed to have been paid within the meaning and with the effect expressed in subsection (a) of this section if (1 ) -77- in case any of said Bonds are to be redeemed on any date prior to their maturity, the City shall have given to the Trustee in form satisfactory to it irrevocable instructions to publish as provided in Article IV notice of redemption of such Bonds on said date, (2) there shall have been deposited with the Trustee either moneys in an amount which shall be sufficient, or Investment Securities (including any Investment Securities issued or held in book-entry form on the books of the Department of the Treasury of the United States of America) the principal of and the interest on which when due will provide moneys which, together with the moneys, if any, deposited with the Trustee at the same time, shall be sufficient , to pay when due the principal or Redemption Price, if applicable, and interest due and to become due on said Bonds on and prior to the redemption date or maturity date thereof, as the case may be , without rendering the interest on said Bonds taxable under the Code, and (3) in the event said Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days , the City shall, have given the Trustee in form satisfactory to it irrevocable instructions to publish, as soon as practicable, at least twice, at an interval of not less than seven (7) days between publications_, in a Financial Newspaper or Journal of general circulation in New York, New York, a notice to the Holders of such Bonds and coupons that the deposit required - by (2) above has been made with the Trustee and that said Bonds and coupons are deemed •to have been paid in accordance with this section and stating such maturity or redemption date upon which moneys are to be available for the payment of the principal or Redemption Price, if applicable, on said Bonds. Neither Investment Securities nor moneys deposited with the Trustee pursuant to this section nor principal or interest payments on any such Investment Securities shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal or Redemption Price, it applicable, and interest on said Bonds ; provided that any cash received from such principal or interest payments on such Investment Securities deposited with the Trustee , if not then needed for such purpose, shall, to the extent practicable, be reinvested in Investment Securities maturing at times and in amounts sufficient to pay when due the principal or Redemption Price, if applicable, and interest to become due on said Bonds on and prior to such redemption date or maturity date thereof, as the case may be, and interest earned from such reinvestments shall be paid over to the City, as received by the Trustee, free and clear of any trust, lien or pledge. For the purposes of this section, Investment Securities shall mean and include only such securities as are described in clauses (i) and (iii) of the -78- definition of "Investment Securities" in Section 1 .01 which shall not be subject to redemption prior to their maturity. SECTION 11 .02. Anything in the Resolution to the contrary notwithstanding, any moneys held by a Fiduciary in trust for the payment and discharge of any of the Bonds or coupons which remain unclaimed for six (6) years after the date when such Bonds have become due and payable, either at their stated maturity dates or by call for earlier redemption, if such moneys were held by the Fiduciary at such date, or for six (6) years after the date of deposit of such moneys if deposited with the Fiduciary after the said date when such Bonds become due and payable, shall , at the Written Request of the City, be repaid by the Fiduciary to the City, as its absolute property and free from trust, and the Fiduciary shall thereupon be released and discharged with respect thereto and the Bondholders shall look only to the City for the payment of such Bonds and coupons ; AZ4glaga, 4, that before being required to make any such !payment to the City , the. Fiduciary shall, .at the expense of the• City, cause to be published at least twice, at an interval of not less than seven (7) days between publications., An a Financial Newspaper or Journal of general circulation in New York, New York, a notice that said moneys remain unclaimed and that, after a date named in said - notice, which date shall be not less than thirty (30) days after the date of the first publication of such notice , the balance of such moneys then unclaimed will be returned to the City. ARTICLE .XII • -MISCELLANEOUS • SECTION 12.01 . j ,j', ..(4 44.14 .9t_ W.U. • Notwithstanding anything in the Resolution contained, the City shall not be required to advance any moneys derived from any source of income other than the Revenues and .other moneys , securities and Funds pledged under the Resolution for the payment of the principal or Redemption Price of or interest on the Bonds or for the operation and maintenance of the System. Nevertheless , the City may, but shall not be required to, advance for any of the purposes hereof any funds of the City whicn may be available to it for such purposes. • • -79- SECTION 12.02. 5 R4_1144$j3 x,j.QLI-J4 tad to 2, g,s. Nothing in the Resolution, expressed or implied, is intended to give to any person other than the City, the Trustee, the Paying Agents and the Holders of the Bonds and coupons, any right , remedy or claim under or by reason of the Resolution. Any covenants , stipulations, promises or agreements in the Resolution contained by and on behalf of the City shall be for the sole and exclusive benefit of the Trustee, the Paying Agents and the Holders of the Bonds and coupons. SECTION 12.03. , ssor is Deemed,T,nctuded 1n At7 1! 4��lc4. R "'�'w�R� rtt � ��1 $41apsrPl__t _, 4,. Whenever in the Resolution either the City or the Trustee or any_ Paying Agent is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in the Resolution contained by or on behalf of the City, the Trustee or any Paying Agent shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. SECTION 12.04. ,cutR„R ion,-4„ QgIATe.p�s 4 Bo=q 4prs. Any request, declaration or other instrument which the Resolution may require or permit to be executed by Bondholders . may be in - one or more instruments of similar tenor , and shall be executed by Bondholders in person or by their attorneys appointed in writing. Except as otherwise expressly provided, the fact and date of the execution by any Bondholder or his attorney of such request , declaration or other instrument, or of ' such writing appointing such attorney, may be proved by the Certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the person signing such request, declaration or other instrument or writing acknowledged to nim the execution thereof , or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. Except as otherwise herein expressly provided, the amount of Bonds transferable by. delivery held by any person executing such request, declaration or other instrument or writing as a Bondholder, and the numbers thereof , and the date of his holding such Bonds, may be proved by a certificate, which need not be acknowledged or verified, satisfactory to the Trustee , executed by a trust company, bank or other depositary, wherever situated, showing that at the date therein mentioned -BU- A 0 , such person had on deposit with, or exhibited to, such depositary the Bonds described in such certificate. Continued ownership after the date of deposit stated in such certificate may be proved by the presentation of such certificate if the certificate contains a statement by the depositary that the Bonds therein referred to will not be surrendered without the surrender of the certificate to the depositary, except with the consent of the Trustee. The Trustee may nevertheless in its discretion require further or other proof in cases where it deems the same desirable. The ownership of registered Bonds and the amount, maturity, number and date of holding the same shall be proved by the Bond register. Any request, declaration or other instrument or writing of the Holder of any Bond shall bind all future Holders of such Bond in respect of anything done or suffered to be done by the City or the Trustee in good faith and in accordance therewith or in reliance thereon. SECTION 12.;05. g1441, catig ,¢r Successive Meeks. Any publication to be made • under the provisions of the Resolution in successive weeks may. be made in each instance upon any business day of the week and need not be made on the same day of any succeeding week or in the same newspaper for any or all - of the successive publications, but may be made in different newspapers. SECTION 12.06. W r of Notice. Wnenever in the r�p�t..eli sle�a eE Resolution the giving of notice by mail or otherwise is required, the giving of such notice may be waived in writing by the person entitled to receive such notice , and in any such case the giving or receipt of such notice shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 12.07. r4=14i on oar�lg�C �r�S,�t oho an��?„� . whenever in the Resolution provision is made for the surrender to the City of any Bonds or coupons which have been paid or canceled pursuant to the provisions of the Resolution, the City may, by a Written Request of the City, but shall not unless otherwise provided by law be required to direct the Trustee to cremate or destroy such Bonds or coupons and furnish to the City a certificate of such cremation or destruction. -81- • • • SECTION 12.08 . Q ;nIng , j. The Resolution shall be governed by and construed in accordance with the laws of the State of Utah. SECTION 12.09. Aga.C. and 4 1 4p AAAIAAA. All references herein to "Articles" , "Sections" and other subdivisions are to the corresponding articles, sections or subdivisions of the Resolution, and the words "herein" , "hereof" , "hereunder" and other words of similar import refer to the Resolution as a whole and not to any particular article, section or subdivision hereof. The headings or titles of the several articles and sections hereof, and any table of contents appended to copies hereof, shall be solely for convenience of reference and shall not affect the meaning, construction or effect of the Resolution. SECTION 12. 10. g444141, , If any one or more of the covenants or agreements , or portions thereof , provided in the Resolution on the part of the City (or of the Trustee or of any Paying Agent) to be performed should be contrary to law, then such covenant or . covenants-, such agreement or agreements , or such portions thereof , shall be null and void and shall be deemed separable from the remaining covenants. and agreements or portions thereof and shall in no way affect the - validity of the Resolution or of the Bonds ;. but the Bondholders shall retain all the rights and benefits accorded to them under • the Act or any other applicable provisions of law. SECTION 12. 11 . n4,,, Wectiv4 Qom. All Resolutions or parts thereof in conflict herewith are , to the extent of such conflict, hereby repealed, and this -82- 4 i t r Resolution shall take effect and be in full force immediately upon its passage and approval. Adopted and approved this 3rd day of November , 1981 . Chairman of 'the Municipal Council, Salt Lake City, Salt Lake County, Utah Attested and Countersigned: C ty R c rder, Salt Lake City, Salt L e County, Utah (SEAL) • . 1 AppFiovecy: • I *Mayor , Salt Lake City, Salt Lake County, Utah •83-