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redemption of any Bond, a new Bond or Bonds will be delivered to the owner without charge, <br />representing the remaining principal amount outstanding. <br />2.05. Appointment of Registrar. The City hereby appoints Bond Trust Services <br />Corporation, Roseville, Minnesota, as the initial Bond registrar, transfer agent and paying agent <br />(the "Registrar"). The Mayor and City Clerk are authorized to execute and deliver, on behalf of <br />the City, a contract with the Registrar. Upon merger or consolidation of the Registrar with another <br />corporation, if the resulting corporation is a bank or trust company organized under the laws of the <br />United States or one of the states of the United States and authorized by law to conduct such <br />business, such corporation shall be authorized to act as successor Registrar. The City agrees to <br />pay the reasonable and customary charges of the Registrar for the services performed. The City <br />reserves the right to remove the Registrar, effective upon not less than thirty days' written notice <br />and upon the appointment and acceptance of a successor Registrar, in which event the predecessor <br />Registrar shall deliver all cash and Bonds in its possession to the successor Registrar and shall <br />deliver the Bond Register to the successor Registrar. <br />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 <br />by the Holder thereof or accompanied by a written instrument of transfer, in form <br />satisfactory to the Registrar, duly executed by the Holder thereof or by an attorney duly <br />authorized by the Holder in writing, the Registrar shall authenticate and deliver, in the <br />name of the designated transferee or transferees, one or more new Bonds of a like aggregate <br />principal amount and maturity, as requested by the transferor. The Registrar may, however, <br />close the books for registration of any transfer after the fifteenth day of the month preceding <br />that in which the interest 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 <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 />3 <br />