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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) Re ister. 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 <br />be registered, transferred or exchanged. The term Holder or Bondholder as used herein <br />shall mean the person (whether a natural person, corporation, association, partnership, <br />trust, governmental unit, or other legal entity) in whose name a Bond is registered in the <br />Bond Register. <br />(b) Transfer of Bonds. Upon surrender for transfer of any Bond duly <br />endorsed by the Holder thereof or accompanied by a written instrument of transfer, in <br />form satisfactory to the Registrar, duly executed by the Holder thereof or by an attorney <br />duly authorized by the Holder in writing, the Registrar shall authenticate and deliver, in <br />the name of the designated transferee or transferees, one or more new Bonds of a like <br />aggregate principal amount and maturity, as requested by the transferor. The Registrar <br />may, however, close the books for registration of any transfer after the fifteenth day of <br />the month preceding that in which the interest payment date occurs and until such interest <br />payment date. <br />(c) Exchange of Bonds. At the option of the Holder of any Bond in a <br />denomination greater than $5,000, such Bond may be exchanged for other Bonds of <br />authorized denominations, of the same maturity and a like aggregate principal amount, <br />upon surrender of the Bond to be exchanged at the office of the Registrar. Whenever any <br />Bond is so surrendered for exchange the City shall execute and the Registrar shall <br />authenticate and deliver the Bonds which the Bondholder making the exchange is entitled <br />to receive. <br />(d) Cancellation. All Bonds surrendered for payment, transfer or exchange <br />shall be promptly canceled by the Registrar and thereafter disposed of as directed by the <br />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 />(1) Persons Deemed Owners. The City and the Registrar may treat the person <br />in whose name any Bond is at any time registered in the Bond Register as the absolute <br />owner of the Bond, whether the Bond shall be overdue or not, for the purpose of <br />receiving payment of or on account of, the principal of and interest on the Bond and for <br />all other purposes; and all payments made to or upon the order of such Holder shall be <br />valid and effectual to satisfy and discharge the liability upon such Bond to the extent of <br />the sum or sums so paid. <br />4876-8449-2315\4 4 <br />