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Section 3. Terms,Execution and Delivery. <br /> 3.01. Denomination, Pa, ment. The Note shall be issued as a single typewritten note numbered <br /> R-1. <br /> The Note shall be issuable only in fully registered form. Principal of and interest on the Note <br /> shall be payable by check or draft issued by the Registrar described herein. <br /> 3.02. Dates; Interest Payment Dates. Principal of and interest on the Note shall be payable by <br /> mail to the owner of record thereof as of the close of business on the fifteenth day of the month preceding <br /> the Payment Date,whether or not such day is a business day. <br /> 3.03. Registration. The City hereby appoints the City Administrator to perform the functions <br /> of registrar,transfer agent and paying agent(the"Registrar"). The effect of registration and the rights and <br /> duties of the City and the Registrar with respect thereto shall be as follows: <br /> (a) Re ister. The Registrar shall keep at its office a bond register in which the Registrar <br /> shall provide for the registration of ownership of the Note and the registration of transfers and exchanges <br /> of the Note. -- <br /> (b) Transfer of Note. Upon surrender for transfer of the Note duly endorsed by the registered <br /> owner thereof or accompanied by a written instrument of transfer, in form reasonably satisfactory to the <br /> Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the <br /> registered owner in writing, the Registrar shall authenticate and deliver, in the name of the designated <br /> transferee or transferees, a new Note of a like aggregate principal amount and maturity, as requested by <br /> the transferor. Notwithstanding the foregoing, the Note shall not be transferred to any person other than <br /> an affiliate, or other related entity, of the Owner unless the City has been provided with an opinion of <br /> counsel or a certificate of the transferor, in a form satisfactory to the City, that such transfer is exempt <br /> from registration and prospectus delivery requirements of federal and applicable state securities laws. <br /> The Registrar may close the books for registration of any transfer after the fifteenth day of the month <br /> preceding each Payment Date and until such Payment Date. <br /> (c) Cancellation. The Note surrendered upon any transfer shall be promptly cancelled by the <br /> Registrar and thereafter disposed of as directed by the City. <br /> (d) Improper or Unauthorized Transfer. When the Note is presented to the Registrar for <br /> transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such <br /> Note or separate instrument of transfer is legally authorized. The Registrar shall incur no liability for its <br /> refusal, in good faith,to make transfers which it, in its judgment, deems improper or unauthorized. <br /> (e) Persons Deemed Owners. The City and the Registrar may treat the person in whose <br /> name the Note is at any time registered in the bond register as the absolute owner of the Note,whether the <br /> Note shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of <br /> and interest on such Note and for all other purposes,and all such payments so made to any such registered <br /> owner or upon the owner's order shall be valid and effectual to satisfy and discharge the liability of the <br /> City upon such Note to the extent of the sum or sums so paid. <br /> (f) Taxes, Fees and Charges. For every transfer or exchange of the Note, the Registrar may <br /> impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee, or other <br /> governmental charge required by Iaw to be paid with respect to such transfer or exchange. <br /> 379276vt AR200-10 5 <br />