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Registrar, duly executed by the registerad owner thereo:f or by an attonaey duly autharized by the
<br />registered owner in writing, the Registrar shall authenticate and deliver, in the name ai the designated
<br />transferee ar transferees, a new Note of a like aggregate principal amount and maturity, as requested by
<br />the transferar. Notwithstandi�g the foregoing, the Note shall not be transferred to any person other than
<br />an affilia#e, ar other related entity, af the Owner unless the City has been provided with an opinion of
<br />counsel or a cer�ificate oi the trans%ror, in a form satisfactory to the City, that such transfer is exez�.pt
<br />fram registration and prospectus delivery requirements of federal and app(icable state securities laws.
<br />The Registrar may close the books for regisirati�n of any transfer after the fifteenth day of tkte na:onth
<br />preceding each Payment Date and until such Payment Date.
<br />{c) Cancetlati�n. The Note surrender�d upan any transfer s}�ail 6e proKnptly 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 separaie instrument of transfer is legally au�horized. The Registrar shall incur no liability for its
<br />refusal, iza good faith, to �x�.a�e transfers which. it, in its judgment, deems improper ar unauthorized.
<br />{e) Persans Deemed Owners. The City and the Registrar may treat the person in whose
<br />name ihe Note is at any time registered in the bond register as the absolute owner of the Note, whether the
<br />Note shall be averdue or not, far the pur�ase 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 sha11 be valid and effectual to satisfy and discharge the liabiiity of the
<br />City upon such Note to tf�e ex#ent of the sum or sums so paid.
<br />{� Taxes, Fees and Char es. For every transfer or exchange of the Note, the Registrar may
<br />impose a charge upon the owner thereof suff'icient to reir�burse the Regist�'ar for any ta�t, fee, or other
<br />governmental charge required by Iaw to be paid with respect to such transfer or exchange.
<br />{g} Mutilated, Lost, Stolen or Destraved Note. In case any Note shall becorne m�tilated or
<br />be lost, stolen, or destroyed, the Registrar shall deliver a new Note of like amount, mat�arity dates and
<br />tenor in exchange and s�zbstitution for and upon cancellation of such mutiIated Note or in lieu of and in
<br />substitution for such Note lost, stolen, or destroyed, upon the payment of the reasonable expenses and
<br />charges af the R�gistrar in connection therewith; anc�, in the case the Note is lost, stalen, or destroyed,
<br />upon �ling with the Registrar of evidence satisfactory to i# that such Note was lost, stolen, or destroyed,
<br />and af the awnership ihereo% and upon furc�ishing to the Registrar of an appropriate bond or indamnity in
<br />form, substance, and amount satisfac�ory to it, in which b�th the Ci�y and the Registrar shall be named as
<br />obligaes. The Note sa surrendered to the Registrar shall be cancelled by it and evidence af such
<br />cancellation shall be giv�n to the City. If the mutilated, lost, stolen, or destroyed Note has already
<br />matured or been called £or redemp#ion in accordance with its terms, it shal� not be necessary to issue a
<br />new Note prior to payment.
<br />3 A4. Preparation and DeIiverX. The Note shalI be prepared under the direction of the County
<br />Auditar and shall be �xecuted on behalf of the City by the signatuxes of its Mayor and City Administratar.
<br />In case any o�'ficer whose signature shail appear on the Note shall ce�se to be such off'icer before the
<br />delivery of the Note, such signature shall ne�ertheless be vaIid and sufficient for all purposes, the same as
<br />if such ofiicer had remained in office until delivery. When the Note has been so executed, it shall be
<br />delivered by the City Administrator to the Owner thereof upon closing on acquisitian of the Develapment
<br />Property in accordance with the Agreement.
<br />Section 4. Security �rovisions.
<br />378940vb SJB AR200-10 C_7
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