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<br />Section 3. Terms, Execution and Delivery. <br /> <br /> <br />3.01. Denomination, Payment. Note 2 shall be issued as a single typewritten <br />note numbered R-1. <br /> <br />Note 2 shall be issuable only in fully registered form. Principal of and interest <br />on Note 2 shall be payable by check or draft issued by the Registrar described <br />herein. <br /> <br />3.02. Dates; Interest Payment Dates. Principal of and interest on Note 2 shall <br />be payable by mail to the owner of record thereof as of the close of business on the <br />fifteenth day of the month preceding the Payment Date, whether or not such day is <br />a business day. <br /> <br />3.03. Registration. The City hereby appoints the Assistant City Clerk to <br />perform the functions of registrar, transfer agent and paying agent (the <br />"Registrar"). The effect of registration and the rights and duties of the City"and <br />the Registrar with respect thereto shall be as follows: <br /> <br />(a) Register. The Registrar shall keep at its office a bond register in which <br />the Registrar shall provide for the registration of ownership of Note 2 and the <br />registration of transfers and exchanges of Note 2. <br /> <br />(b) Transfer of Note 2. Upon surrender for transfer of Note 2 duly <br />endorsed by the registered owner thereof or accompanied by a written instrument <br />of transfer, in form reasonably satisfactory to the Registrar, duly executed by the <br />registered owner thereof or by an attorney duly authorized by the registered owner <br />in writing, the Registrar shall authenticate and deliver, in the name of the <br />designated transferee or transferees, a new Note of a like aggregate principal <br />amount and maturity, as requested by the transferor. Notwithstanding the <br />foregoing, Note 2 shall not be transferred to any person other than an affiliate, or <br />other related entity, of the Owner unless the City has been provided with an opinion <br />of counselor a certificate of the transferor, in a form satisfactory to the City, that <br />such transfer is exempt from registration and prospectus delivery requirements of <br />federal and applicable state securities laws. The Registrar may close the books for <br />registration of any transfer after the fifteenth day of the month preceding each <br />Payment Date and until such Payment Date. <br /> <br />(c) Cancellation. Note 2 surrendered upon any transfer shall be promptly <br />cancelled by the Registrar and thereafter disposed of as directed" by the City. <br /> <br />(d) Improper or Unauthorized Transfer. When Note 2 is presented to the <br />Registrar for transfer, the Registrar may refuse to transfer the same until it is <br />satisfied that the endorsement on such Note 2 or separate instrument of transfer is <br />legally authorized. The Registrar shall incur no liability for its refusal, in good <br />faith, to make transfers which it, in its judgment, deems improper or unauthorized. <br /> <br />(e) Persons Deemed Owners. The City and the Registrar may treat the <br />person in whose name Note 2 is at any time registered in the bond register as the <br />absolute owner of Note 2, whether Note 2 shall be overdue or not, for the purpose <br />of receiving payment of, or on account of, the principal of and interest on such Note <br />2 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 <br />the liability of the City upon such Note 2 to the extent of the sum or sums so paid. <br /> <br />SJB9JJ40 <br />CE155-7 <br /> <br />6 <br /> <br />R8V1sed <br />