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Denominations. The transfer of any Bond may be registered and Bonds may be exchanged, but <br />no transfer of any such Bond shall be valid unless it is surrendered to the Bond Registrar with the <br />assignment form appearing on such Bond duly executed by the Registered Owner or such <br />Registered Owner's duly authorized agent in a manner satisfactory to the Bond Registrar. Upon <br />such surrender, the Bond Registrar shall cancel the surrendered Bond and shall authenticate and <br />deliver, without charge to the Registered Owner or transferee therefor, a new Bond (or Bonds at <br />the option of the new Registered Owner) of the same date, maturity and interest rate and for the <br />same aggregate principal amount in any authorized denomination, naming as Registered Owner <br />the person or persons listed as the assignee on the assignment form appearing on the surrendered <br />Bond, in exchange for such surrendered and cancelled Bond. Any Bond may be surrendered to <br />the Bond Registrar and exchanged, without charge, for an equal aggregate principal amount of <br />Bonds of the same date, maturity and interest rate, in any authorized denomination. The Bond <br />Registrar shall not be obligated to register the transfer or to exchange any Bond during the <br />15 days preceding any interest payment or principal payment date any such Bond is to be <br />redeemed. <br />(f) Bond Registrar's Ownership of Bonds. The Bond Registrar may become <br />the Registered Owner of any Bond with the same rights it would have if it were not the Bond <br />Registrar, and to the extent permitted by law, may act as depository for and permit any of its <br />officers or directors to act as member of, or in any other capacity with respect to, any committee <br />formed to protect the right of the Registered Owners of Bonds. <br />(g) Registration Covenant. The City covenants that, until all Bonds have been <br />surrendered and canceled, it will maintain a system for recording the ownership of each Bond <br />that complies with the provisions of Section 149 of the Code. <br />-18- P:\CMW\CMW6WH 09/06/05 <br />