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Section 3. Terms, Execution and Deliverv. <br />3.01. Denomination, Pa,yment. The Note shall be issued as a single typewritten note numbered <br />R-1. <br />The Note shall be issuable only in futly registered form. Principal of and inte:rest on the Note <br />shall be payable by check or draft iss�ed by the Registrar described herein. <br />3.02. Dates; Inter�st Favment 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 rnonth preceding <br />the Paymeni Date, whether or not such day is a business day. <br />3.03. Re�istration. The City hereby appoints the City Administrator to perfornt ih� functions <br />af registrar, transfer agent anc3 �aying agent {the "Registrar"}. The effect of registration and the rights and <br />duties of the City and the Registrar with respect thereto shaIl be as %llows: <br />{a) Re x�. The Registrar shall keep at its office a bond reg�ster in which the Registrar <br />shall provide �'or tl�e registration of ownership oF the Note and th� registration Qf transfers and exchanges <br />of the Note. <br />{b} Transfer of Note. Upon surrender far transfer of the Note duly endorsed by the registered <br />owner thereof or accompanied by a written instrument of trans�'er, 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 shali 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 requesied by <br />the transferor. Notwitlistanding the foregoing, the Note shall not be transferred to any person other fhan <br />an afi'iliate, 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 fot�n satisfactory to the City, that such transfer is exempt <br />from r�gistration and prospectus delivary requirernents of fede:ral and applicable state securitaes Iaws. <br />The Registrar may close the books for registration af any transfer after the �fteenth day of the month <br />preceding each Payrnent Date and until such Payment Date. <br />(c) Canceilation. The Note surrendered upon any transfer shali be promptly cancelled by the <br />Registrar and thereafter disposed of as d�rected by the City. <br />(d} Improper or Unauth�rized Transfer. What► the Note is presented to the Registrar for <br />transfer, the Registrar may refuse to transfer the same until it is satisfied that t�Ze endorsement on such <br />Note or separate insirument af transfer is legally authorized. The Registrar shall incur no liability for its <br />refusal, in good iaith, to malce transfers which it, in its judgzxzent, deems i�nproper or unae�thorized. <br />(e) Persons Deemed Owners. The City a�d tlne Registrar may treat the person �n whose <br />name the Note is at any time registered in the bond register as the absolute owner oithe Note, whether the <br />Note shall be overdue or not, iar the p��-pose af receiving pay�x�:ent of, ar on account of, the principal of <br />and interest on such Note and for all oiher purposes, and all such payz�aents so made to any such registered <br />owner or upon the owner's order sha11 be valid and effectual to satisfy and discharge the liability of th.e <br />City upon such Note to the extent of the sum or sums so paid. <br />(� Taxes, Fees and Char��es. For every transfer or exchange af the Nate, the Registrar may <br />impose a charge upan the owner thereof suff'icient to reimburse tha Registrar for atzy tax, fee, or other <br />governmental charg� required by law to be paid with respect to such transfer or exchange. <br />3�9z���� nxzoa-io <br />