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authorized by the registered owner in writing, the Registrar shall authenticate and deliver, in the <br />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 <br />be transferred to any person other than an affiliate, or other related entity, of the Owner unless <br />the Authority has been provided with an opinion of counsel or a certificate of the transferor, in a <br />form satisfactory to the Authority, that such transfer is exempt from registration and prospectus <br />delivery requirements of federal and applicable state securities laws. The Registrar may close <br />the books for registration of any transfer after the fifteenth day of the month preceding each <br />Payment Date and until such Payment Date. <br />(c) Cancellation. The Note surrendered upon any transfer shall be promptly <br />cancelled by the Registrar and thereafter disposed of as directed by the Authority. <br />(d) Improper or Unauthorized Transfer. When the Note is presented to the Registrar <br />for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement <br />on such Note or separate instrument of transfer is legally authorized. The Registrar shall incur <br />no liability for its refusal, in good faith, to make transfers which it, in its judgment, deems <br />improper or unauthorized. <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 <br />to 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. <br />(f) Taxes, Fees and Charges. For every transfer or exchange of the Note, the <br />Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for <br />any tax, fee, or other governmental charge required to be paid with respect to such transfer or <br />exchange. <br />(g) Mutilated, Lost, Stolen or Destroyed Note. In case any Note shall become <br />mutilated or be lost, stolen, or destroyed, the Registrar shall deliver a new Note of like amount, <br />maturity dates and tenor in exchange and substitution for and upon cancellation of such mutilated <br />Note or in lieu of and in substitution for such Note lost, stolen, or destroyed, upon the payment <br />of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case <br />the Note lost, stolen, or destroyed, upon filing with the Registrar of evidence satisfactory to it <br />that such Note was lost, stolen, or destroyed, and of the ownership thereof, and upon furnishing <br />to the Registrar of an appropriate bond or indemnity in form, substance, and amount satisfactory <br />to it, in which both the Authority and the Registrar shall be named as obligees. The Note so <br />surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be <br />given to the Authority. If the mutilated, lost, stolen, or destroyed Note has already matured or <br />been called for redemption in accordance with its terms, it shall not be necessary to issue a new <br />Note prior to payment. <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 <br />of its President and Executive Director. In case any officer whose signature shall appear on the <br />SJB- 258192v3 C -5 <br />LN 140 -89 <br />