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their official capacities, provided that either or both of those signatures may be a facsimile. The <br />Bonds shall be issued in the Authorized Denominations and numbers as requested by the Original <br />Purchaser and approved by the Director of Finance, shall be numbered as determined by the Director <br />of Finance in order to distinguish each Bond from any other Bond and to distinguish Current Interest <br />Bonds from any Capital Appreciation Bonds, and shall express upon their faces the purpose, in <br />summary terms, for which they are issued and that they are issued pursuant to this ordinance. <br />U.S. Bank National Association, Cleveland, Ohio, is appointed to act as the initial Bond <br />Registrar. The Mayor and the Director of Finance shall sign and deliver, in the name and on behalf of <br />the City and in their official capacities, the Registrar Agreement between the City and the Bond <br />Registrar, in substantially the form as is now on file with the Clerk of Council. The Registrar <br />Agreement is approved, together with any changes or amendments that are not inconsistent with this <br />ordinance and not substantially adverse to the City and that are approved by the Mayor and the <br />Director of Finance on behalf of the City, all of which shall be conclusively evidenced by the signing <br />of the Registrar Agreement or amendments thereto. The Director of Finance shall provide for the <br />payment of the services rendered and for reimbursement of expenses incurred pursuant to the <br />Registrar Agreement, except to the extent paid or reimbursed by the Original Purchaser in accordance <br />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 security <br />or benefit under the Bond proceedings unless and until the certificate of authentication printed on the <br />Bond is signed by the Bond Registrar as authenticating agent. Authentication by the Bond Registrar <br />shall be conclusive evidence that the Bond so authenticated has been duly issued, signed and <br />delivered under, and is entitled to the security and benefit of, the Bond proceedings. The certificate of <br />authentication maybe signed by any authorized officer or employee of the Bond Registrar or by any <br />other person acting as an agent of the Bond Registrar and approved by the Director of Finance on <br />behalf of the City. The same person need not sign the certificate of authentication on all of the Bonds. <br />Section 5. Registration; Transfer and Exchange• Book Entry stem. <br />(a) Bond Re ig strar. 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 designated corporate trust <br />office. Subject to the provisions of subsection (d) of Section 3 and subsection (c) of Section 6, the <br />person in whose name a Bond is registered on the Bond Register shall be regarded as the absolute <br />owner of that Bond for all purposes of the Bond proceedings. Payment of or on account of the debt <br />charges on any Bond shall be made only to or upon the order of that person; neither the City nor the <br />Bond Registrar shall be affected by any notice to the contrary, but the registration maybe changed as <br />provided in this Section. All such payments shall be valid and effectual to satisfy and discharge the <br />City's liability 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 any <br />period in which the Bonds are in book entry form, any Bond maybe (i) exchanged for Bonds of any <br />Authorized Denomination upon presentation and surrender at the designated corporate trust office of <br />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 designated corporate <br />-8- <br />