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<br />Section II. Covenant to Foreclose. The City hereby covenants <br />with the holders of the Series B Bonds that it will order and cause to <br />be commenced and diligently prosecuted to completion, court foreclosure <br />proceedings upon the lien of any and all delinquent assessments and <br />interest, pursuant to and as provided in Part 14 of the Act. Such <br />foreclosure proceedings shall be commenced within 150 days followinq <br />the date of such delinquency. <br /> <br />Section 12. Transfer and Exchange of Series B Bonds. Any duly <br />authenticated fully registered Series B Bond may, in accordance with <br />its terms, be transferred upon the registry books required to be kept <br />pursuant to Section 8 hereof by the registered holder or by attorney <br />duly authorized in writing upon surrender of the Series B Bond to be <br />transferred at the named office of the Agent, duly endorsed or <br />accompanied by a duly executed written instrument of transfer <br />satisfactory to the Agent. The Agent shall forthwith cancel the Series <br />B Bond surrendered for transfer and the City shall execute and the <br />Agent shall authenticate and issue in the name of the transferee one or <br />more new fully registered Series B Bonds of authorized denominations <br />and of like maturity, aggregating the principal amount of the Series B <br />Bond surrendered for transfer. For any registration, transfer or <br />exchange of Series B Bonds (except initial registration of Series B <br />Bonds being delivered to the original purchaser thereof and the first <br />transfer or exchange of each such Bond thereafter), the City or Agent <br />may, as a condition precedent to the exercise of such privilege, <br />require payment of a sum sufficient to cover any service charge, tax or <br />other governmental charge and any other reasonable expenses that may be <br />imposed in connection therewith. <br /> <br />The City and the Agent may deem and treat the person in whose <br />name any outstanding Series B Bond shall be registered upon the <br />registry books maintained by the Agent as the absolute owner of such <br />Bond, whether such Bond shall be overdue or not, for the purpose of <br />receiving payment of, or on account of, the principal or redemption <br />price, if any, and interest on such Bond and for all other purposes. <br />All such payments shall be valid and effectual to satisfy and discharge <br />the liability upon such Bond to the extent of the sum or sums so paid, <br />and neither the City nor the Agent shall be affected by any notice to <br />the contrary. <br /> <br />The Agent shall not transfer or exchange any Series B Bond which <br />the City has selected for redemption, provided that the Agent has been <br />notified of such selection, nor shall any transfer or exchange of a <br />Series B Bond be required to be made between the 15th day next <br />preceding an interest payment date and such interest payment date. <br /> <br />Each Series B Bond delivered under this Resolution upon transfer <br />of or in exchange for or in lieu of any other Series B Bond shall carry <br />all the rights to interest accrued and unpaid and to accrue, which are <br />carried by such other Series B Bond and each such Bond shall bear <br />interest from such date that neither gain nor loss in interest shall <br />result from such transfer exchange or substitution. <br /> <br />-5- <br />