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Upon surrender for transfer of any Bond at the <br />principal office of the Bond Registrar, the City shall execute <br />(if necessary), and the Bond Registrar shall authenticate, insert <br />the date of registration (as provided in paragraph 9) of, and <br />deliver, in the name of the designated transferee or transferees, <br />one or more new Bonds of any authorized denomination or <br />denominations of a like aggregate principal amount, having the <br />same stated maturity and interest rate, as requested by the <br />transferor; provided, however, that no Bond may be registered in <br />blank or in the name of "bearer" or similar designation. <br />At the option of the Holder, Bonds may be exchanged for <br />Bonds of any authorized denomination or denominations of a like <br />aggregate principal amount and stated maturity, upon surrender of <br />the Bonds to be exchanged at the principal office of the Bond <br />Registrar. Whenever any Bonds are so surrendered for exchange, <br />the City shall execute (if necessary), and the Bond Registrar <br />shall authenticate, insert the date of registration of, and <br />deliver the Bonds which the Holder making the exchange is <br />entitled to receive. <br />All Bonds surrendered upon any exchange or transfer <br />provided for in this resolution shall be promptly cancelled by <br />the Bond Registrar and thereafter disposed of as directed by the <br />City. <br />All Bonds delivered in exchange for or upon transfer of <br />Bonds shall be valid general obligations of the City evidencing <br />the same debt, and entitled to the same benefits under this <br />resolution, as the Bonds surrendered for such exchange or <br />transfer. <br />Every Bond presented or surrendered for transfer or <br />exchange shall be duly endorsed or be accompanied by a written <br />instrument of transfer, in form satisfactory to the Bond <br />Registrar, duly executed by the Holder thereof or his, her or its <br />attorney duly authorized in writing. <br />The Bond Registrar may require payment of a sum <br />sufficient to cover any tax or other governmental charge payable <br />in connection with the transfer or exchange of any Bond and any <br />legal or unusual costs regarding transfers and lost Bonds. <br />Transfers shall also be subject to reasonable <br />regulations of the City contained in any agreement with the Bond <br />Registrar, including regulations which permit the Bond Registrar <br />to close its transfer books between record dates and payment <br />dates. The Clerk -Treasurer is hereby authorized to negotiate and <br />execute the terms of said agreement. <br />360858.1 10 <br />