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with the Purchase Agreement, from the proceeds of the Bonds to the extent available and then from <br />other money lawfully available and appropriated or to be appropriated for that purpose. <br />No Bond shall be valid or obligatory for any purpose or shall be entitled to any <br />security or benefit under the Bond proceedings unless and until the certificate of authentication <br />printed on the Bond is signed by the Bond Registrar as authenticating agent. Authentication by the <br />Bond Registrar shall be conclusive evidence that the Bond so authenticated has been duly issued, <br />signed and delivered under, and is entitled to the security and benefit of, the Bond proceedings. The <br />certificate of authentication may be signed by any authorized officer or employee of the Bond <br />Registrar or by any other person acting as an agent of the Bond Registrar and approved by the <br />Director of Finance on behalf of the City. The same person need not sign the certificate of <br />authentication on all of the Bonds. <br />Section 5. Registration; Transfer and Exchange• Book Entrv S sy tem. <br />(a) Bond Re istrar. So long as any of the Bonds remain outstanding, the City will <br />cause the Bond Registrar to maintain and keep the Bond Register at its principal corporate trust office. <br />Subject to the provisions of subsection (d) of Section 3 and subsection (c) of Section 6, the person in <br />whose name a Bond is registered on the Bond Register shall be regarded as the absolute owner of that <br />Bond for all purposes of the Bond proceedings. Payment of or on account of the debt charges on any <br />Bond shall be made only to or upon the order of that person; neither the City nor the Bond Registrar <br />shall be affected by any notice to the contrary, but the registration may be changed as provided in this <br />Section. All such payments shall be valid and effectual to satisfy and discharge the City's liability <br />upon the Bond, including interest, to the extent of the amount or amounts so paid. <br />(b) Transfer and Exchange. Subject to any inhibitions of book entry form during <br />any period in which the Bonds are in book entry form, any Bond may be (i) exchanged for Bonds of <br />any Authorized Denomination upon presentation and surrender at the principal corporate trust office <br />of the Bond Registrar, together with a request for exchange signed by the registered owner or by a <br />person legally empowered to do so in a form satisfactory to the Bond Registrar, and (ii) transferred <br />only on the Bond Register upon presentation and surrender of the Bond at the principal corporate trust <br />office of the Bond Registrar together with an assignment signed by the registered owner or by a <br />person legally empowered to do so in a form satisfactory to the Bond Registrar. Upon exchange or <br />transfer the Bond Registrar shall complete, authenticate and deliver a new Bond or Bonds of any <br />Authorized Denomination or Denominations requested by the owner equal in the aggregate to the <br />unmatured principal amount of the Bond surrendered and bearing interest at the same rate and <br />maturing on the same date. <br />If manual signatures on behalf of the City are required, the Bond Registrar shall <br />undertake the exchange or transfer of Bonds only after the new Bonds are signed by the authorized <br />officers of the City. In all cases of Bonds exchanged or transferred, the City shall sign or provide for <br />signing and the Bond Registrar shall authenticate and deliver Bonds in accordance with the <br />provisions of the Bond proceedings. The exchange or transfer shall be without charge to the owner, <br />except that the City and Bond Registrar may make a charge sufficient to reimburse them for any tax <br />or other governmental charge required to be paid with respect to the exchange or transfer. The City or <br />the Bond Registrar may require that those charges, if any, be paid before the procedure is begun for <br />the exchange or transfer. All Bonds issued and authenticated upon any exchange or transfer shall be <br />-7-