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Registrar, duly executed by the registered owner #hEreof or by an attorney duly autho�ized by the
<br />registered owner i� 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 foregaing, the Note shall nat be transferred to any person other than
<br />an affiliate, or other related entity, of the Owner unless the City has been provided with a�t opinion of
<br />counsel or a certificate of the transferor, in a form satisfactory to the City, that s�ch transfer is exempt
<br />from registration and praspec#us delivery reqtz�rements af federaI and applicable state securities laws.
<br />The Registrar rnay close the baoks for regis#ration of any transfer after the fifteenth day of the month
<br />preceding each Payment Date and until such Pay�ent 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} Im ro er or Unat�thorized Transfer. When the Note rs presented to the Registrar for
<br />trar�sfer, the Registrar �ay refuse to transfer the same unti] it is satisfied that the endorsement on such
<br />Note or separate instrument of transfer is legalfy authorized. The Registrar shalI incur no IiabiIity far its
<br />refusal, an good faith, to �nake trat�sfers which it, in its judgment, deems improper or unauthorized.
<br />(e} Persans Deemed Owners. The City and the Registrar may #reat the person in whose
<br />narr�e the Note is at any tirne registered i� the bond register as the absolute owner of the Note, whether t1�e
<br />Note shall be overdeae or not, for tlae pu►pose of receiving payment of, or on account of, the principal of
<br />and interest on such Npte and %r all ather purposes, and all such payments sa made to any such registered
<br />owner or upon ihe owner's order shall be �alid and effectual to satisfy and discharge the liability of the
<br />City upon such Note to the extent af the suFn or sums so paid.
<br />( fl Taxes Fees and C1aar es. �'or every transfer or exchange of the No#e, the Registrar may
<br />impose a charge upon the owner thereaf sufficient to reimburse the Registrar for any tax, fee, or otl�er
<br />governmental charge required by taw to be paid wiih respect to s�ch transfer or exchange_
<br />(g) Mutiiated, Lost, Stolen„or.Destra,veci Note. in case any Note s��aI� become mutilated or
<br />be lost, stalen, or destroyed, the Registrar shal] detiver a new Note af ]ike a�nount, maturity dates and
<br />tenor i� exchange and substitution for and upon canceIlation of such mutilated Note or in l�eu of ar�d in
<br />substitution for such Note lost, stoten, or destroyec3, t�pon the payment of the reasonable expenses and
<br />charges of the Registrar in connection therewith; and, in the case the Note is Iost, sto�en, or destroyed,
<br />npon �ling with the Registrar of e�idence satisfactory to it that such Noie was 1ost, stolen, or destroyed,
<br />and of the ownershi� thereof, and upon furnishing to the Registrar of an appropria#e bond or indemnity in
<br />forEn, substance, and amo�nt satisfactory to it, in which both ti�e City and the Registrar shal] be named as
<br />abligees. The Note sa surrendered ta the Registrar shal] be cancelted by it and evidence of such
<br />cance�lation shall be given to the City. If the mutrlated, lost, stolen, or destroyed Note has already
<br />matured ar been cal�ed for redemption in accordance with its #er�ns, it sha]I not be necessary to issue a
<br />new Note prior to payment.
<br />3.04. Preparadon ancf Deliverx. The Note shall be prepared under the directian of the County
<br />Auditor and shalI be executed on behalf af the City by the signatures of its Mayor and City Administrator.
<br />In case any officer whase signature sha11 appear on the Note sf�ail cease to be sucn officer befare the
<br />delivery of the Note, such signature shall nevertheless be vatid and suffcient for al] purposes, the same as
<br />if s�ch officer had rerr�ained in office until delivery. When the Note has been sa executed, it shail be
<br />deiivered by the City Administrator to the Owner thereo� upan closing on acquisit�on of the Development
<br />Praperty in accordance with the Agreement.
<br />Section 4. Securi Provisions.
<br />��sg�o,r�o sas Axzoo-3o C-7
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