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terms of the Note are set forth in Exhibit A attached <br /> hereto, and such terms, including but not limited to <br /> interest rate , dates and amount of payment of principal <br /> and interest and prepayment privileges, are incorporated <br /> by reference herein. <br /> 5. 2. Execution. The Note shall be executed on behalf of <br /> the City by the signatures of the Mayor and the City <br /> Manager , and shall be sealed with its corporate seal. In <br /> case any officer whose signature shall appear on the Note <br /> shall cease to be such officer before the delivery <br /> thereof, such signatures shall nevertheless be valid and <br /> sufficient for all purposes. <br /> 5. 3. Mutilated, Lost and Destroyed Note. In case the <br /> Note shall become mutilated or be destroyed or lost, the <br /> City shall cause to be executed and delivered a new Note <br /> of like outstanding principal amount and tenor in exchange <br /> and substitution for and upon cancellation of the <br /> mutilated Note , or in lieu of and in substitution for such <br /> Note destroyed or lost, upon the Holder ' s paying the <br /> reasonable expenses and charges of the City in connection <br /> therewith, and in case the Note is destroyed or lost, its <br /> filing with the City evidence satisfactory to it of such <br /> destruction or loss. <br /> • 5. 4 . Assignment. The City will cause to be kept at the <br /> office of the City Clerk-Treasurer a Note Register in <br /> which, subject to such reasonable regulations as it may <br /> prescribe , the City shall provide for the registration or <br /> transfer of ownership of the Note. This Note is <br /> transferable upon the Note Register by the registered <br /> Holder thereof, upon surrender of the Note together with a <br /> written instrument of transfer satisfactory to the City <br /> Clerk-Treasurer , duly executed by the registered Holder or <br /> its duly authorized attorney. Upon such transfer , the <br /> City Clerk-Treasurer will note the date of registration <br /> and the name and address of the new registered Holder in <br /> the Note Register and in the registration blank appearing <br /> on the Note. The City may deem and treat the person in <br /> whose name the Note is last registered upon the Note <br /> Register , with such registration noted on the Note , as the <br /> absolute owner thereof , whether or not the principal <br /> balance or any part thereof is overdue , for the purpose of <br /> receiving payment of or on account of the principal <br /> balance , 'interest and for all other purposes ; all such <br /> payments so made to the registered Holder or upon its <br /> order shall be valid and effectual to satisfy and <br /> discharge the liability upon this Note to the extent of <br /> the sum or sums so paid , and the City shall not be <br /> affected by any notice to the contrary. <br /> -6- <br />