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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 Nate shall be issuable only in fiilly registered form. Principal of and ittterest on the Note <br />shall be payable by check or draft issued by the Registrar described herein. <br />3.02. Dates� Interest Pa ent Dates. Principal of and interest on the Note shall be payabie by <br />mail to the owner of r�card thereof as of the close of business on the fifteent;h day of the month preceding <br />the Payment Date, whethar or not such day is a business day. <br />3.03. Re�istration. The Ciiy hereby appoints the City Adnninistrator to perform the f�mctians <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 shalI be as fallows: <br />(a} Re�ister. The Registrar shall keep at its office a bond register in which the Registrar <br />shall provide for #he registration of ownership of the Note and the registration of transfers and exchanges <br />af the Note. <br />{b) Transfer of Note. Upon surrender for transfer of the Note duiy endorsed by the registered <br />owner thereof or accompanied by a written instrument of transfer, in %rm reasonably satisfactory to the <br />Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the <br />registereci 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 principai amount and mahtrity, as requested by <br />the transferor. Noiwithstanding the foregaing, the Note sha�l not be i:ransferred to any persan other thatz <br />an affiliate, or other related entity, of the Owner unless the City has been providad with an opinion of <br />counse� or a certificate af the transferor, in a%rm satisfactory to the City, that such transfer is exempt <br />from regis#ration and prospectus deIivery requirements af federal and applicable state securities laws. <br />The Registrar may close the bo�ks 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 b� promptty cancelled by the <br />Registrar and thereafter disposed of as directed by the City. <br />(d) Im ro er or Unauthorized Transfer. When the Note is presented to the Registrar for <br />transfer, the Registrar �nay refuse to transfer the same until it is satisfied that the endorsement an such <br />Note or separate instru�nent of transfer is legally anthorized. The Regis#rar shall incur no liabiIity for its <br />refusaI, in good faith, to make transfers which it, in its judgment, deems improper or unau�horized. <br />{e) Persons Deemed Owners. The City and the Registrar may treat the person in whose <br />name the Note is at any time registercd in fihe 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 o�, 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 ihe extent of the surn or sums so paid. <br />{ fl Taxes, Fees and Char�es. For every transfer or exchange of the Note, the Registrar may <br />impose a charge upon the owner �ereof sufFicient to reimburse #he Registrar for any tax, fee, or other <br />govemmental charge required by law t� be paid with respect to such transfer ar exchange. <br />��gz�6Vi �zzoa-io 5 <br />