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ARTICLE II THE NOTE Section 2.01, Authorization. A Note in the aggregate principal amount of Three Million Dollars ($3,000,000) is hereby authorized to be issued by the City under and subject to the terms of this Resolution, the Ordinance, the Charter of the City and the Constitution of the State of California. This Resolution constitutes a continuing agreement with the Bank to secure the full and final payment of principal of and the interest on the Note, subject to the covenants, agreements, provisions and conditions herein contained. The purpose for which the Note shall be issued is to provide funds to make the Loan to the Participating Party for the purpose of Financing the construction of the Project pursuant to the Agreement. The Note shall be designated the "City of Santa Aha 1982 Industrial Revenue Note (Mitsubishi Consumer Electronics America, Inc.)." Section 2.02. Terms of Note. The Note shall be dated as of the date of delivery thereof and payment therefor, and shall be initially issued as a single fully registered Note (without coupons) substantially in the form set forth on Exhibit A attached hereto and by this reference incorporated herein. The Note shall be delivered to the Bank in accordance with Section 3.01. The Note shall mature and become payable on the Payment Date in April, 1992, and shall bear interest, on the unpaid principal balance thereof, at a floating rate equal to the product of (i) Bank's Prime Rate plus one-quarter of one percent (1/4%), multiplied by (ii) sixty percent (60%). Principal on the Note shall be payable in forty (40) consecutive quarterly installments on the Payment Date in the months of January, April, July and October of each year, commencing with the Payment Date in July, 1982, each payment of principal to be in the amount of Seventy-Five Thousand Dollars ($75,000}, all subject to Section 2.03 hereof. Interest shall be paid on the Payment Date in the months of January, April, July and October of each year, commencing with the Payment Date in July, 1982. Both the principal of and interest on the Note shall be payable in lawful money of the United States of America in immediately available funds at the office of the Bank located at 800 Wilshire Boulevard, Los Angeles, California 90017, unless an alternative address is provided pursuant to Section 7.01 of the Agreement. Section 2.03. Redemption or Prepayment of Note. The Note shall be subject to redemption or prepayment before its stated maturity date, as a whole, or in part from prepayment of the Loan made by the Participating Party or from any source of available funds, on any Payment Date at an .amount equal to the principal amount to be redeemed or prepaid, together with accrued interest thereon to the date of redemption or prepayment, without prepayment premium. The Note is also subject to prepayment upon the occurrence of an Event of Taxability, as a whole, but not in part, from funds provided by the Participating Party, on any Payment Date, at the principal amount thereof, together with accrued interest thereon to such date. 6