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• <br />• <br />• <br />at the same rate as the interest on the County Bonds, and shall be payable on the dates and in the <br />amounts set forth in the form attached hereto as Exhibit A, with such amendments thereto as <br />shall be deemed desirable or necessary by the Mayor and Acting City Administrator as <br />evidenced by their execution thereof. <br />2.03. Optional Redemption. The City may elect on any date to prepay the Note in <br />whole or in part. If in part, prepayments will be applied in reverse order of the principal <br />installment amounts due on the Note. The prepayment amount will be the outstanding principal <br />amount of the County Bonds then outstanding, together with accrued interest to the date of <br />redemption. For any installment amount or portion thereof that is prepaid under this Section, the <br />"County Fee" shown in the payment schedule attached to the Note (or allocable portion thereof, <br />if only a portion of an installment is prepaid) is not paid, and the prepayment amount is only the <br />sum described above. <br />2.04. Mandatory Redemption. A portion of the assessments for the Project levied <br />against benefited properties are expected to be deferred under various provisions of Minnesota <br />law (referred to as "Deferred Assessments "). If the City receives pre - payments of any such <br />Deferred Assessments, the City shall apply such prepayments toward redemption of the Note in <br />accordance with the terms of Section 2.03 hereof. <br />Section 3. Registrations. <br />3.01. Registered Form. The Note will be issued as a single typewritten note only in <br />fully registered form. The interest thereon and, upon surrender of the Note, the principal amount <br />thereof, will be payable by check or draft issued by the Registrar described herein. <br />3.02. Registration. The City appoints the City Finance Director as note registrar (the <br />"Registrar "). The effect of registration and the rights and duties of the City and the Registrar <br />with respect thereto will be as follows: <br />(a) Register. The Registrar will keep a note register in which the Registrar <br />will provide for the registration of ownership of Note and the registration of transfers and <br />exchanges of Note entitled to be registered, transferred or exchanged. <br />(b) Transfer of Note. Upon surrender for transfer of the Note duly endorsed <br />by the registered owner thereof or accompanied by a written instrument of transfer, in <br />form satisfactory to the Registrar, duly executed by the registered owner thereof or by an <br />attorney duly authorized by the registered owner in writing, the Registrar will deliver, in <br />the name of the designated transferee or transferees, one or more new Note of a like <br />aggregate principal amount and maturity, as requested by the transferor. The Registrar <br />may, however, close the books for registration of any transfer after the fifteenth day of <br />the month preceding each interest payment date and until that interest payment date. <br />(c) Exchange of Note. Whenever the Note is surrendered by the registered <br />owner for exchange the Registrar will deliver a new Note of a like aggregate principal <br />amount and maturity as requested by the registered owner or the owner's attorney in <br />writing. <br />359834v3 SJB LN140 -103 <br />3 <br />