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At the option of the Holder, Certificates may be exchanged for Certificates of any <br />Authorized Denomination or Denominations of a like aggregate principal amount and stated <br />maturity, upon surrender of the Certificates to be exchanged at the principal office of the <br />Registrar. Whenever any Certificates are so surrendered for exchange, the City shall execute (if <br />necessary), and the Registrar shall authenticate, insert the date of registration of, and deliver the <br />Certificates which the Holder making the exchange is entitled to receive. <br />All Certificates surrendered upon any exchange or transfer provided for in this resolution <br />shall be promptly canceled by the Registrar and thereafter disposed of as directed by the City. <br />All Certificates delivered in exchange for or upon transfer of Certificates shall be valid <br />general obligations of the City evidencing the same debt, and entitled to the same benefits under <br />this resolution, as the Certificates surrendered for such exchange or transfer. <br />Every Certificate presented or surrendered for transfer or exchange shall be duly <br />endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the <br />Registrar, duly executed by the Holder thereof or the Holder's attorney duly authorized in <br />writing. <br />The Registrar may require payment of a sum sufficient to cover any tax or other <br />governmental charge payable in connection with the transfer or exchange of any Certificate and <br />any legal or unusual costs regarding transfers and lost Certificates. <br />Transfers shall also be subject to reasonable regulations of the City contained in any <br />agreement with the Registrar, including regulations which permit the Registrar to close its <br />transfer books between record dates and payment dates. The Administrator is hereby authorized <br />to negotiate and execute the terms of said agreement. <br />11. Rights Upon Transfer or Exchange. Each Certificate delivered upon transfer of or <br />in exchange for or in lieu of any other Certificate shall carry all the rights to interest accrued and <br />unpaid, and to accrue, which were carried by such other Certificate. <br />12. Interest P4==: Record Date. Interest on any Certificate shall be paid on each <br />Interest Payment Date by check or drab mailed to the person in whose name the Certificate is <br />registered (the "Holder") on the registration books of the City maintained by the Registrar and at <br />the address appearing thereon at the close of business on the fifteenth (15th) day of the calendar <br />month next preceding such Interest Payment Date (the "Regular Record Date"). Any such <br />interest not so timely paid shall cease to be payable to the person who is the Holder thereof as of <br />the Regular Record Date, and shall be payable to the person who is the Holder thereof at the <br />close of business on a date (the "Special Record Date") fixed by the Registrar whenever money <br />becomes available for payment of the defaulted interest. Notice of the Special Record Date shall <br />be given by the Registrar to the Holders not less than ten (10) days prior to the Special Record <br />Date. <br />14 <br />14290900 <br />