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name of the designated transferee or transferees, a new Note of a like aggregate principal amount
<br />and maturity, as requested by the transferor. Notwithstanding the foregoing, the Note shall not be
<br />transferred to any person other than an affiliate, or other related entity, of the Owner unless the
<br />Authority has been provided with an opinion of counsel or a certificate of the transferor, in a form
<br />satisfactory to the Authority, that such transfer is exempt from registration and prospectus delivery
<br />requirements of 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 Payment Date and
<br />until such Payment Date.
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<br />(c) Cancellation. The Note surrendered upon any transfer shall be promptly cancelled
<br />by the Registrar and thereafter disposed of as directed by the Authority.
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<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
<br />such Note or separate instrument of transfer is legally authorized. The Registrar shall incur no
<br />liability for its refusal, in good faith, to make transfers which it, in its judgment, deems improper or
<br />unauthorized.
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<br />(e) Persons Deemed Owners. The Authority and the Registrar may treat the person in
<br />whose name the Note is at any time registered in the bond register as the absolute owner of the
<br />Note, whether the Note shall be overdue or not, for the purpose of receiving payment of, or on
<br />account of, the principal of such Note and for all other purposes, and all such payments so made to
<br />any such registered owner or upon the owner’s order shall be valid and effectual to satisfy and
<br />discharge the liability of the Authority upon such Note to the extent of the sum or sums so paid.
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<br />(f) Taxes, Fees and Charges. For every transfer or exchange of the Note, the Registrar
<br />may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee,
<br />or other governmental charge required to be paid with respect to such transfer or exchange.
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<br />(g) Mutilated, Lost, Stolen or Destroyed Note. In case any Note shall become mutilated
<br />or be lost, stolen, or destroyed, the Registrar shall deliver a new Note of like amount, maturity dates
<br />and tenor in exchange and substitution for and upon cancellation of such mutilated Note or in lieu of
<br />and in substitution for such Note lost, stolen, or destroyed, upon the payment of the reasonable
<br />expenses and charges of the Registrar in connection therewith; and, in the case the Note lost, stolen,
<br />or destroyed, upon filing with the Registrar of evidence satisfactory to it that such Note was lost,
<br />stolen, or destroyed, and of the ownership thereof, and upon furnishing to the Registrar of an
<br />appropriate bond or indemnity in form, substance, and amount satisfactory to it, in which both the
<br />Authority and the Registrar shall be named as obligees. The Note so surrendered to the Registrar
<br />shall be cancelled by it and evidence of such cancellation shall be given to the Authority. If the
<br />mutilated, lost, stolen, or destroyed Note has already matured or been called for redemption in
<br />accordance with its terms, it shall not be necessary to issue a new Note prior to payment.
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<br />3.04. Preparation and Delivery. The Note shall be prepared under the direction of the
<br />Authority’s Executive Director and shall be executed on behalf of the Authority by the signatures of
<br />its President and Executive Director. In case any officer whose signature shall appear on the Note
<br />shall cease to be such officer before the delivery of the Note, such signature shall nevertheless be
<br />valid and sufficient for all purposes, the same as if such officer had remained in office until delivery.
<br />SJB-237079v2
<br />C-5
<br />LN140-81
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