05-13-2020 Council Packet - Laserfiche WebLink

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12316306v3 -14- signatures shall be authenticated by the Trustee, which is hereby designated as authenticating agent. The official seal of the Issuer may be omitted from the Bonds to the extent permitted by law. In the event that any officer whose signature appears on any Bonds shall cease to be an officer of the Issuer before such Bond shall have been authenticated or delivered by the Trustee, such Bond may, nevertheless, be authenticated, delivered, and issued, and upon such authentication, delivery and issue, shall be binding upon the Issuer as though those officers who signed the same had continued to be such officers of the Issuer; and, also, any Bond may be signed and sealed on behalf of the Issuer by such person who, at the actual date of execution of such Bond, shall be the proper officer of the Issuer, although at the date of such Bond such person shall not have been such an officer of the Issuer. Upon the execution and delivery of this Indenture the Issuer shall execute and deliver the Series 2020 Bonds to the Trustee for authentication. Section 2.03 Authentication of Bonds. No Bonds shall be valid or obligatory for any purpose or shall be entitled to any right or benefit hereunder or under the Loan Agreement or the Bond Resolution unless a Responsible Officer of the Trustee shall manually endorse and execute on such Bond a certificate of authentication substantially in the form set forth in Exhibit A hereto. The Trustee's certificate of authentication upon any Bond shall be conclusive evidence that such Bond so authenticated has been duly issued under this Indenture and that the Holder thereof is entitled to the benefits of this Indenture, the Loan Agreement, and the Bond Resolution. No Bonds shall be authenticated by the Trustee except in accordance with this Article. The Trustee shall not be required to authenticate any Bond unless provided with the documents referred to in Section 2.08 and, with respect to Additional Bonds, Section 2.08 hereof. Section 2.04 Registration, Transfers and Exchange. As long as any of the Bonds issued hereunder shall remain outstanding, the Trustee shall maintain and keep at the Principal Trust Office, as paying agent, an office or agency for the payment of the principal of and interest on such Bonds, as in this Indenture provided, and for the registration and transfer of such Bonds, and shall also keep at said Principal Trust Office records of such registration and transfer. The Issuer does hereby appoint the Trustee, and its successors in the trust from time to time, as its agent to maintain said office and agency at the Principal Trust Office. Upon surrender for transfer of any fully registered Bond at the Principal Trust Office with a written instrument of transfer in accordance with the provisions of this Indenture, duly executed by the registered owner or his/her duly authorized attorney, and upon payment of any tax, fee or other governmental charge required to be paid with respect to such transfer, the Issuer shall execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more fully registered Bonds of the same series, of any authorized denominations and of a like aggregate principal amount, interest rate and maturity. Except as the right of exchange may be limited as to Bonds of any series, fully registered Bonds, upon surrender thereof at the office of the Trustee may, at the option of the registered