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Registrar shall authenticate, insert the date of registration of, and deliver the Sonds which the Holder making the exchange is entitled to receive. All Sonds surrendered upon any exchange or transfer provided for in this resolution shall be promptly canceled by the Sond Registrar and thereafter disposed of as directed by the City. All Sonds delivered in exchange for or upon transfer of Sonds shall be valid general obligations of the City evidencing the same debt, and entitled to the same benefits under this resolution, as the Sonds surrendered for such exchange or transfer. Every Sond presented or surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the Sond Registrar, duly executed by the Holder thereof or the Holder's attorney duly authorized in writing. The Sond Registrar may require payment of a sum sufficient to cover any t� or other governmental charge payable in connection with the transfer or exchange of any Sond and any legal or unusual costs regarding transfers and lost Sonds. Transfers shall also be subject to reasonable regulations of the City contained in any agreement with the Sond Registrar, including regulations which permit the Sond Registrar to close its transfer books between record dates and payment dates. The Clerk is hereby authorized to negotiate and execute the terms of said agreement. 11. Rights Upon Transfer or Exchan�e. Each Sond delivered upon transfer of or in exchange for or in lieu of any other Sond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Sond. 12. Interest Payment; Record Date. Interest on any Sond shall be paid on each Interest Payment Date by check or draft mailed to the person in whose name the Sond is registered (the "Holder") on the registration books of the City maintained by the Sond Registrar and at the address appearing thereon at the close of business on the fifteenth day of the calendar month next preceding such Interest Payment Date (the "Regular Record Date") . Any such interest not so timely paid shall cease to be payable to the person who is the Holder thereof as of the Regular Record Date, and shall be payable to the person who is the Holder thereof at the close of business on a date (the "Special Record Date") fixed by the Sond Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given by the Sond Registrar to the Holders not less than ten days prior to the Special Record Date. 13. Treatment of Registered Owner. The City and Sond Registrar may treat the person in whose name any Sond is registered as the owner of such Sond for the purpose of receiving payment of principal of and premium, if any, and interest (subject to the payment provisions in paragraph 12) on, such Sond and for all other purposes whatsoever whether or not such Sond shall be overdue, and neither the City nor the Sond Registrar shall be affected by notice to the contrary. 2377798v1 1 5