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Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the
<br />registered owner in writing, the Registrar shall autheniicate and deliver, in the name of the designated
<br />transferee or transfe�'ees, a n�w Note of a like aggregate pr�ncipal arr�ount and rr�a#urity, as requested by
<br />the transferor. Notwithstandi�g the foregorr�g, 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 wi#h an o�inion af
<br />counse� or a certifcate of the iransferor, in a forrn sai�sfactory to the Ci�ty, that such trans�er is exempt
<br />from registration and prospectus deIivery requirements of federa] and applicable state securities faws.
<br />The Registrar may close the baoks for registration of any transfer after the ffteenih cfay of the month
<br />preceding each Payment Date and unti] such Payment Date.
<br />(c} CaneelIatiatt. The Note surrendered upor� any transfer shal] be promptly car�celled by the
<br />Registrar and thereafter disposed of as directed by the City.
<br />(d) ]m ro er or Unauthorized Transfer. When #he Note is presented to the Registrar for
<br />transfer, the Registrar �-►ay refuse to transfer the same u�til it is satisfied that the endorsement on such
<br />Note or separate instr��nent of transfe�- is legally authorized. The Registrar sha�l incur no liabiliry for its
<br />refusal, in good faith, to make transfers which it, in its judgrnent, deems improper or unauthorized.
<br />{e) Fersons Deemed �wners. The City and the Registrar inay 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 or� account of, the principal of
<br />a�d �nterest on such Note and for all other purposes, and all such payments so ma�e to any such registered
<br />owner or upar� �I�e owner's order sha11 be valid and effectual to satisfy and discharge tl-►e Iiabil�ty of the
<br />City t�pon such Note to the extent of the sum or sums so paid.
<br />(f) Taxes� Fees and Charges. For every transfer or exchange o� the Note, the Registrar may
<br />irnpase a chargE upon the owner thereof sufficient to reimburse the Registrar for any tax, fee, or other
<br />govemmental charge required by law to be paid with respect to such transfer ar exchan�e.
<br />(g) Mutilated, I,ost, Stoler� or Desiroyed Note. In case any Note sl�all become mutilated or
<br />be lost, stolen, or destroyed, the Registrar shall d�iiver a new Note of li�Ce amonnt, maturity dates and
<br />#enor in exchange and substitution for and upon canceliation of sueh mutilated No#e or in lieu of and i�
<br />substitution for such Note lost, stolen, or destroyed, upon the payrr�ent of tl�e reasonabie expenses and
<br />charges of the Registrar in connection therewith; and, in the case the Note is last, stolen, or destroyed,
<br />upon filing with the Registrar of evidence satisfactory to it that such Note was last, stolen, or destroyed,
<br />and of the owners3�ip thereof, and upon furnisi�ing #o the Registrar of an appropriate bond or indemnity in
<br />form, substance, and amount satisfactory to it, in which hoth the City and the Registrar shal� be ��a�ned as
<br />obfigees. The Note so surrendered to the Registrar sha�l be cartcelled by it and evidence of such
<br />cancel�ation shalI be given to the City. If the mutilated, lost, stolen, or destrayed Note has already
<br />matured or been called for redemption in accardance with its ter�ns, it shal] not be necessary to issue a
<br />new Note prior to payment.
<br />3.04. Preparation and Deliver�r. The Note shall be prepared under the direction of the Co�nty
<br />Auditor and s13a19 be executed on behalf of the City by the signatures of its Mayor and City Administrator.
<br />In casE any oificer whose signature shat� appear on the Note shall cease to be such officer before the
<br />de1 ivery of the Note, such signatur� sha11 nevertheless be valid and sufficient for a}t purposes, the same as
<br />if such officer had remai�ed in office until delivery. When the Note I�as been so executed, it sha�I be
<br />delivered by the City Administrator to the Owner thereof upon clasin� on acquisition of the Development
<br />Praperty in accordance wi#h the Agreement.
<br />Section 4. Security Provisians.
<br />C-7
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