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2.06. Registration. The effect of registration and the rights and duties of the City and the <br />Registrar with respect thereto shall be as follows: <br />a) Register. The Registrar shall keep at its principal corporate trust office a <br />register (the "Bond Register") in which the Registrar shall provide for the registration of <br />ownership of Bonds and the registration of transfers and exchanges of Bonds entitled to be <br />registered, transferred or exchanged. The term Holder or Bondholder as used herein shall <br />mean the person (whether a natural person, corporation, association, partnership, trust, <br />governmental unit, or other legal entity) in whose name a Bond is registered in the Bond <br />Register. <br />b) Transfer of Bonds. Upon surrender for transfer of any Bond duly endorsed by <br />the Holder thereof or accompanied by a written instrument of transfer, in form satisfactory <br />to the Registrar, duly executed by the Holder thereof or by an attorney duly authorized by <br />the Holder in writing, the Registrar shall authenticate and deliver, in the name of the <br />designated transferee or transferees, one or more new Bonds of a like aggregate principal <br />amount and maturity, as requested by the transferor. The Registrar may, however, close <br />the books for registration of any transfer after the first day of the month in which the interest <br />payment date occurs and until such interest payment date. <br />c) Exchange of Bonds. At the option of the Holder of any Bond in a denomination <br />greater than $5,000, such Bond may be exchanged for other Bonds of authorized <br />denominations, of the same maturity and a like aggregate principal amount, upon surrender <br />of the Bond to be exchanged at the office of the Registrar. Whenever any Bond is so <br />surrendered for exchange the City shall execute and the Registrar shall authenticate and <br />deliver the Bonds which the Bondholder making the exchange is entitled to receive. <br />d) Cancellation. All Bonds surrendered for payment, transfer or exchange shall <br />be promptly canceled by the Registrar and thereafter disposed of as directed by the City. <br />e) Improper or Unauthorized Transfer. When any Bond is presented to the <br />Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that <br />the endorsement on such Bond or separate instrument of transfer is valid and genuine and <br />that the requested transfer is legally authorized. The Registrar shall incur no liability for <br />the refusal, in good faith, to make transfers which it, in its judgment, deems improper or <br />unauthorized. <br />f) Persons Deemed Owners. The City and the Registrar may treat the person in <br />whose name any Bond is at any time registered in the Bond Register as the absolute owner <br />of the Bond, whether the Bond shall be overdue or not, for the purpose of receiving <br />payment of or on account of, the principal of and interest on the Bond and for all other <br />purposes; and all payments made to or upon the order of such Holder shall be valid and <br />effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or <br />sums so paid. <br />g) Taxes, Fees and Charges. For every transfer or exchange of Bonds (except for <br />an exchange upon a partial redemption of a Bond), the Registrar may impose a charge upon <br />5 <br />4837-9618-8312\5