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. . . Walburn, and the Note numbered R~2 will be sold to MW A. Walburn and MW A are referred to as "Owners" or each as an "Owner," 1.03. Optional Redemption. The City may elect on any date to prepay the Notes in whole or in part upon 120 days notice to the Owners, and if in part, in the minimum principal amount of $1,000,000. If less than the entire principal amount of the Notes is called for redemption, the principal installments will be redeemed in inverse order, The Notes shall be redeemed at a price of par plus accrued interest to the date of redemption, 1.04. OPtional Tender. An Owner may elect on December 15, 2011 and any date thereafter, to tender the Note held by that Owner to the City, in whole or in part, upon 120 days notice to the City, and if in part, in the minimum principal amount of $1 ,000,000, On the noticed tender date, the City shall redeem the principal amount of the Note requested for tender, at a price of par plus accrued interest to the tender date. If less than the entire principal amount of the Note is tendered, the principal installments will be redeemed in inverse order. Section 2. Registration and Payment. 2.01. Registered Form. The Notes will be issued only in fully registered form. The interest thereon and, upon surrender of each Note, the principal amount thereof, is payable by check or draft issued by the Registrar described herein. 2.02. Dates; Interest Payment Dates; Each Note will be dated as of the December 15, 2006. The interest on the Notes is payable on June 15 and December 15 of each year, commencing June 15, 2007, to the registered owners of record as of the close of business on the fifteenth day of the immediately preceding month, whether or not that day is a business day. 2.03. Registration. The City will appoint a Note registrar, transfer agent, authenticating agent and paying agent (the "Registrar"). The effect of registration and the rights and duties of the City and the Registrar with respect thereto are as follows: (a) Register. The Registrar must keep at its principal corporate trust office a Note register in which the Registrar provides for the registration of ownership of Notes and the registration of transfers and exchanges of Notes entitled to be registered, transferred or exchanged. (b) Transfer of Notes, Upon surrender for transfer of a Note duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar may, however, close the books for registration of any transfer after the fifteenth day of the month preceding each interest payment date and until that interest payment date. 302227v3 S18 NE136-163 3