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8. Execution; Certificates. The Certificates shall be executed on behalf of <br />the City by the manual signatures of its Mayor and Administrator and be sealed with the seal of <br />the City; provided, however, that the seal of the City may be a printed facsimile; and provided <br />further that the corporate seal may be omitted on the Certificates as permitted by law. In the <br />event of disability or resignation or other absence of either such officer, the Certificates may be <br />signed by the manual signature of that officer who may act on behalf of such absent or disabled <br />officer. In case either such officer whose signature shall appear on the Certificates shall cease to <br />[~e such officer before the delivery of the Certificates, such signature shall nevertheless l~e valid <br />and sufficient for all purposes, the same as if he or she had remained in office until delivery. The <br />City may elect to deliver, in lieu of printed certificates, one or more typewritten certificates in <br />substantially the form set forth above, with such changes as may be necessary to reflect more <br />than one maturity in a single certificate. <br /> <br /> 9. Date of Registration. The Certificate Registrar shall insert as a date of <br />registration the date of original issue, which date is December 30, 2002. <br /> <br /> 10. Registration; Transfer; Exchange. The City will cause to be kept at the <br />principal office of the Certificate Registrar a certificate register in which, subject to such <br />reasonable regulations as the Certificate Registrar may prescribe (if other than the City), the <br />Certificate Registrar shall provide for the registration of Certificates and the registration of <br />transfers of Certificates entitled to be registered or transferred as herein provided. <br /> <br /> Upon surrender for transfer of any Certificate at the principal office of the <br />Certificate Registrar, the City shall execute (if necessary), and the Certificate Registrar shall <br />insert the date of registration (as provided in paragraph 9) of, and deliver, in the name of the <br />designated transferee or transferees, one or more new Certificates of any authorized <br />denomination or denominations of a like aggregate principal amount, having the same stated ' <br />maturity and interest rate, as requested by the transferor; provided, however, that no Certificate <br />may be registered in blank or in the name of "bearer" or similar designation. <br /> <br /> At the option of the Holder, Certificates may be exchanged for Certificates of any <br />authorized denomination or denominations of a like aggregate principal amount and stated <br />maturity, upon surrender of the Certificates to be exchanged at the principal office of the <br />Certificate Registrar. Whenever any Certificates are so surrendered for exchange, the City shall <br />execute (if necessary), and the Certificate Registrar shall insert the date of registration of, and <br />deliver the Certificates which the Holder making the exchange is entitled to receive. <br /> <br /> All Certificates surrendered upon any exchange or transfer provided for in this <br />resolution shall be promptly cancelled by the Certificate Registrar and thereafter disposed of as <br />directed by the City. <br /> <br /> All Certificates delivered in exchange for or upon transfer of Certificates shall be <br />valid general obligations of the City evidencing the same debt, and entitled to the same benefits <br />under this resolution, as the Certificates surrendered for such exchange or transfer. <br /> <br /> Every Certificate presented or surrendered for transfer or exchange shall be duly <br />endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the <br /> <br />1479134vl 12 <br /> <br /> <br />