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entitled to the benefits of this Ordinance or shall be valid or obligatory for any purpose. Such <br />duly executed certificate of authentication shall be conclusive evidence that the Certificate so <br />authenticated was delivered by the Paying Agent/Registrar hereunder. <br />Section 3.7: Ownership. The City, the Paying Agent/Registrar and any other person <br />may treat the person in whose name any Certificate is registered as the absolute owner of such <br />Certificate for the purpose of making and receiving payment of the principal thereof and interest <br />thereon and for all other purposes, whether or not such Certificate is overdue, and neither the <br />City nor the Paying Agent/Registrar shall be bound by any notice or knowledge to the contrary. <br />All payments made to the person deemed to be the Registered Owner of any Certificate in <br />accordance with this Section shall be valid and effective and shall discharge the liability of the <br />City and the Paying Agent/Registrar upon such Certificate to the extent of the sums paid. <br />Section 3.8: Registration, Transfer and Exchange. The Paying Agent/Registrar is <br />hereby appointed the registrar for the Certificates. So long as any Certificate remains <br />Outstanding, the Paying Agent/Registrar shall keep the Register at the City Administrator's <br />office in which, subject to such reasonable regulations as it may prescribe, the Paying <br />Agent/Registrar shall provide for the registration and transfer of the Certificates in accordance <br />with the terms of this Ordinance. <br />Each Certificate shall be transferable only upon the presentation and surrender thereof at <br />the principal corporate trust office of the Paying Agent/Registrar, accompanied by an assignment <br />duly executed by the Registered Owner or his authorized representative in form satisfactory to <br />the Paying Agent/Registrar. Upon due presentation of any Certificate for transfer, the Paying <br />Agent/Registrar shall authenticate and deliver in exchange therefor, within seventy-two (72) <br />hours after such presentation, a new Certificate or Certificates, registered in the name of the <br />transferee or transferees, in authorized denominations and of the same maturity and aggregate <br />principal amount and bearing interest at the same rate as the Certificate or Certificates so <br />presented and surrendered. <br />All Certificates shall be exchangeable upon the presentation and surrender thereof at the <br />principal corporate trust office of the Paying Agent/Registrar for a Certificate or Certificates, <br />maturity and interest rate and in any authorized denomination, in an aggregate principal amount <br />equal to the unpaid principal amount of the Certificate or Certificates presented for exchange. <br />The Paying Agent/Registrar shall be and is hereby authorized to authenticate and deliver <br />exchange Certificates in accordance with the provisions of this Section. Each Certificate <br />delivered by the Paying Agent/Registrar in accordance with this Section shall be entitled to the <br />benefits and security of this Ordinance to the same extent as the Certificate or Certificates in lieu <br />of which such Certificate is delivered. <br />All Certificates issued in transfer or exchange shall be delivered to the Registered <br />Owners thereof at the principal corporate trust office of the Paying Agent/Registrar or sent by <br />United States mail, first class, postage prepaid. <br />The City or the Paying Agent/Registrar may require the Registered Owner of any <br />Certificate to pay a sum sufficient to cover any tax or other governmental charge that may be <br />7 <br />HOU:2690632.2 <br />