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opposite the name of the payee in the certificate of registration <br />on the Global Certificate. Thereafter a Global Certificate may <br />be transferred by delivery with an assignment duly executed by <br />the Holder or his, her or its legal representative, and the City <br />and Bond Registrar may treat the Holder as the person exclusively <br />entitled to exercise all the rights and powers of an owner until <br />a Global Certificate is presented with such assignment for <br />registration of transfer, accompanied by assurance of the nature <br />provided by law that the assignment is genuine and effective, and <br />until such transfer is registered on said books and noted thereon <br />by-the Bond Registrar, all subject to the terms and conditions <br />provided in the Resolution and to reasonable regulations of the <br />City contained in any agreement with, or notice to, the Bond <br />Registrar. <br />Transfer of a Global Certificate may, at the direction <br />and expense of the City, be subject to other restrictions if <br />required to qualify the Global Certificates as being "in <br />registered form" within the meaning of Section 149(a) of the <br />federal Internal Revenue Code of 1986, as amended. <br />If a Global Certificate is to be exchanged for one or <br />more Replacement Bonds, all of the principal amount of the Global <br />Certificate shall be so exchanged. <br />Upon surrender for transfer of any Replacement Bond at <br />the principal office of the Bond Registrar, the City shall <br />execute (if necessary), and the Bond Registrar shall <br />authenticate, insert the date of registration (as provided in <br />paragraph 11) of, and deliver, in the name of the designated <br />transferee or transferees, one or more new Replacement Bonds of <br />any authorized denomination or denominations of a like aggregate <br />principal amount, having the same stated maturity and interest <br />rate, as requested by the transferor; provided, however, that no <br />bond may be registered in blank or in the name of "bearer" or <br />similar designation. <br />At the option of the Holder of a Replacement Bond, <br />Replacement Bonds may be exchanged for Replacement Bonds of any <br />authorized denomination or denominations of a like aggregate <br />principal amount and stated maturity, upon surrender of the <br />Replacement Bonds to be exchanged at the principal office of the <br />Bond Registrar. Whenever any Replacement Bonds are so <br />surrendered for exchange, the City shall execute (if necessary), <br />and the Bond Registrar shall authenticate, insert the date of <br />registration of, and deliver the Replacement Bonds which the <br />Holder making the exchange is entitled to receive. Global <br />Certificates may not be exchanged for Global Certificates of <br />smaller denominations. <br />11676 <br />31 <br />