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<br />extent that the Paying Agent/Registrar is eligible to participate in DTC's FAST System, pursuant to an <br />agreement between the Paying Agent/Registrar and DTC, the Paying Agent/Registrar shall hold the <br />definitive Certificates in safekeeping for DTC. <br /> <br />Section 3.05. Ownership. <br /> <br />(a) The City, the Paying Agent/Registrar and any other person may treat the person in whose <br />name any Certificate is registered as the absolute owner of such Certificate for the purpose of making and <br />receiving payment of the principal thereof and premium, if any, thereon, for the further purpose of making <br />and receiving payment of the interest thereon (subject to the provisions herein that interest is to be paid to <br />the person in whose name the Certificate is registered on the Record Date), and for all other purposes, <br />whether or not such Certificate is overdue, and neither the City nor the Paying Agent/Registrar shall be <br />bound by any notice or knowledge to the contrary. <br /> <br />(b) All payments made to the person deemed to be the Owner of any Certificate in accordance <br />with this Section shall be valid and effectual and shall discharge the liability of the City and the Paying <br />Agent/Registrar upon such Certificate to the extent of the sums paid. <br /> <br />Section 3.06. ReJ?:istration. Transfer and Exchange. <br /> <br />(a) So long as any Certificates remain outstanding, the City shall cause the Paying <br />Agent/Registrar to keep at the Designated PaymentfTransfer Office a register (the "Register") in which, <br />subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar shall provide for the <br />registration and transfer of Certificates in accordance with this Ordinance. <br /> <br />(b) Registration of any Certificate may be transferred in the Register only upon the presentation <br />and surrender thereof at the Designated PaymentfTransfer Office for transfer of registration and cancellation, <br />together with proper written instruments of assignment, in form and with guarantee of signatures satisfactory <br />to the Paying Agent/Registrar, evidencing assignment of the Certificates, or any portion thereof in any <br />integral multiple of $5,000, to the assignee or assignees thereof, and the right of such assignee or assignees <br />thereof to have the Certificate or any portion thereof registered in the name of such assignee or assignees. <br />No transfer of any Certificate shall be effective until entered in the Register. Upon assignment and transfer <br />of any Certificate or portion thereof, a new Certificate or Certificates will be issued by the Paying <br />Agent/Registrar in conversion and exchange for such transferred and assigned Certificate. To the extent <br />possible the Paying Agent/Registrar will issue such new Certificate or Certificates in not more than three <br />business days after receipt of the Certificate to be transferred in proper form and with proper instructions <br />directing such transfer. <br /> <br />(c) Any Certificate may be converted and exchanged only upon the presentation and surrender <br />thereof at the Designated Paymentffransfer Office, together with a written request therefor duly executed <br />by the registered owner or assignee or assignees thereof, or its or their duly authorized attorneys or <br />representatives, with guarantees of signatures satisfactory to the Paying Agent/Registrar, for a Certificate <br />or Certificates of the same maturity and interest rate and in any authorized denomination and in an aggregate <br />principal amount equal to the unpaid principal amount of the Certificate presented for exchange. If a portion <br />of any Certificate is redeemed prior to its scheduled maturity as provided herein, a substitute Certificate or <br />Certificates having the same maturity date, bearing interest at the same rate, in the denomination or <br />denominations of any integral multiple of$5,OOO at the request of the registered owner, and in an aggregate <br />principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon <br /> <br />R:\SANMARICO.OOAIDOCSIFINAL\ORDCO.WPD <br /> <br />7 <br />