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. . . (c) Exchange of Notes, When Notes are surrendered by the registered owner for exchange the Registrar will authenticate and deliver one or more new Notes of a like aggregate principal amount and maturity as requested by the registered owner or the owner's attorney in writing, (d) Cancellation. Notes surrendered upon transfer or exchange will be promptly cancelled by the Registrar and thereafter disposed of as directed by the City. (e) Improper or Unauthorized Transfer. When a Note is presented to the Registrar for transfer, the Registrar may refuse to transfer the Note until the Registrar is satisfied that the endorsement on such Note or separate instrument of transfer is valid and genuine and that the requested transfer has been duly authorized in accordance with Section 2.03(b) and complies with the terms of the investment letter referenced in Section 5.02. The Registrar will incur no liability for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized, (f) Persons Deemed Owners. The City and the Registrar may treat the person in whose name a Note is registered in the Note register as the absolute owner of the Note, whether the Note is overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on the Note and for all other purposes, and payments so made to a registered owner or upon the owner's order will be valid and effectual to satisfy and discharge the liability upon the Note to the extent of the sum or sums so paid. (g) Taxes. Fees and Charges, The Registrar may impose a charge upon the owner thereof for a transfer or exchange of Notes sufficient to reimburse the Registrar for any tax, fee or other governmental cha~ge required to be paid with respect to the transfer or exchange. (h) Mutilated. Lost. Stolen or Destroyed Notes. If a Note becomes mutilated or is destroyed, stolen or lost, the Registrar will deliver a new Note of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of the mutilated Note or in lieu of and in substitution for a Note destroyed, stolen or lost, upon the payment of the reasonable ex;penses and charges of the Registrar in connection therewith; and, in the case of a Note destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that the Note was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar an appropriate Note or indemnity in form, substance and amount satisfactory to the Registrar, in which both the City and the Registrar must be named as obligees. Notes so surrendered to the Registrar will be cancelled by the Registrar and evidence of such cancellation must be given to the City. If the mutilated, destroyed, stolen or lost Note has already matured or been called for redemption in accordance with its terms it is not necessary to issue a new Note prior to payment. 302227v3 sm NE136~163 4