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<br />(b) AU payments made to the person deemed to be the owner of any <br />Certificate in accordance with this Section shal1 be valid and effectual and shal1 <br />discharge the liability of the City and the Paying Agent/Registrar upon such <br />Certificate to the extent of the sums paid. <br /> <br />Section 3.06. Registration. Transfer and Exchange. <br /> <br />(a) So long as any Certificates remain outstanding. the City shaU cause <br />the Paying Agent/Registrar to keep at its principal corporate office a register (the <br />"Register") in which. subject to such reasonable regu1ations as it may prescribe, the <br />Paying Agent/Registrar shal1 provide for the registration and transfer of <br />Certificates in accordance with this Ordinance. <br /> <br />(b) Registration of any Certificate may be transferred in the Register <br />on1y upon the presentation and surrender thereof at the principal corporate office of <br />the Paying Agent/Registrar for transfer of registration and cancellation. together <br />with proper written instruments of assignment, in form and with guarantee of <br />signatures satisfactory to the Paying Agent/Registrar. evidencing assignment of the <br />Certificates. or any portion thereof in any integral multiple of $5.000, to the <br />assignee or assignees thereof. and the right of such assignee or assignees thereof to <br />have the Certificate or any portion thereof registered in the name of such assignee <br />or assignees. No transfer of any Certificate shall be effective until entered in the <br />Register. Upon assignment and transfer of any Certificate or portion thereof. a new <br />Certificate or Certificates will be issued by the Paying Agent/Registrar in <br />conversion and exchange for such transferred and assigned Certificate. To the <br />extent possible the Paying Agent/Registrar will issue such new Certificate or <br />Certificates in not more than three business days after receipt of the Certificate to <br />be transferred in proper form and with proper instructions directing such transfer. <br /> <br />(c) Any Certificate may be converted and exchanged only upon the <br />presentation and surrender thereof at the principal corporate office of the Paying <br />Agent/Registrar, together with a written request therefor duly executed by the <br />registered owner or assignee or assignees thereof. or its or their duly authorized <br />attorneys or representatives, with guarantees of signatures satisfactory to the <br />Paying Agent/Registrar. for a Certificate or Certificates of the same maturity and <br />interest rate and in any authorized denomination and in an aggregate principal or <br />maturity amount equal to the unpaid principal or maturity amount of the Certificate <br />presented for exchange. If a portion of any Certificate is redeemed prior to its <br />scheduled maturity as provided herein. a substitute Certificate or Certificates <br />having the same maturity date, bearing interest at the same rate. in the <br />denomination or denominations of any integral multiple of $5.000 at the request of <br />the registered owner. and in an aggregate principal amount equal to the unredeemed <br />portion thereof, will be issued to the registered owner upon surrender thereof for <br />cancellation. To the extent possible. a new Certificate or Certificates will be <br />required to be delivered by the Paying Agent/Registrar to the registered owner of <br />the Certificate or Certificates in not more than three business days after receipt of <br />the Certificate to be exchanged in proper form and with proper instructions <br />directing such exchange. <br /> <br />(d) <br /> <br />Each Certificate issued in exchange for any Certificate or portion <br /> <br />0405s <br /> <br />-8- <br />