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<br />designated corporate trust office, if the Paying Agent is not the City's Finance Department) for <br />notation thereon of the amount of principal then paid or for issuance of a replacement 1999 Bond in <br />the principal amount not redeemed. Notwithstanding the provisions of clause (ii) above, so long as <br />the 1999 Bond shall be registered in the name of the Bank, a partial prepayment may be effected by <br />payment to the Bank of the principal without surrender of the 1999 Bond. If, on the prepayment <br />date, funds for the payment of the principal amount to be prepaid shall have been provided to the <br />Paying Agent, as above provided, then from and after the prepayment date interest on such <br />principal amount of the 1999 Bond shall cease to accrue. If said funds shall not have been so paid <br />on the prepayment date with respect to principal and on the next succeeding Payment Date with <br />respect to interest, the principal amount of the 1999 Bond shall continue to bear interest until <br />payment thereof. <br /> <br />SECTION 2.3 EXECUTION OF THE 1999 BOND. The 1999 Bond shall be <br />executed in the name of the City by the signature of the Mayor of the City and its official seal shall <br />be affixed thereto or imprinted or reproduced thereon and attested by the City Clerk. The <br />signatures of the Mayor of the City and City Clerk on the 1999 Bond may be manual or facsimile <br />signatures. In case anyone or more of the officers who shall have signed or sealed the 1999 Bond <br />shall cease to be such officer of the City before the 1999 Bond so signed and sealed shall have been <br />actually sold and delivered, such 1999 Bond may nevertheless be sold and delivered as herein <br />provided and may be issued as if the person who signed or sealed such 1999 Bond had not ceased <br />to hold such office. The 1999 Bond may be signed and sealed on behalf of the City by such person <br />who at the actual time of the execution of the 1999 Bond shall hold the proper office, although at <br />the date the 1999 Bond shall be actually delivered such person may not have held such office or <br />may not have been so authorized. <br /> <br />The 1999 Bond shall bear thereon a certificate of authentication, in the form set <br />forth on Exhibit A attached hereto, executed manually by the Registrar (when the City's Finance <br />Department shall act as Registrar, the certificate of authentication shall be manually executed by the <br />City's Finance Director). Only if a 1999 Bond shall bear thereon such certificate of authentication <br />shall it be entitled to any right or benefit under this Ordinance and no 1999 Bond shall be valid or <br />obligatory for any purpose until such certificate of authentication shall have been duly executed by <br />the Registrar. The certificate of authentication of the Registrar upon the 1999 Bond executed on <br />behalf of the City shall be conclusive evidence that the 1999 Bond so authenticated have been duly <br />authenticated and delivered under this Ordinance and that the Owner thereof is entitled to the <br />benefits of this Ordinance. <br /> <br />SECTION 2.4 NEGOTIABILITY. REGISTRATION AND <br />CANCELLATION. The Registrar shall keep books for the registration of the 1999 Bond and for <br />the registration of transfers of the 1999 Bond. The 1999 Bond shall be transferable at the option of <br />the registered Owner thereof to an institutional holder, but subject to the prior written approval of <br />the City's Finance Director (which shall not be unreasonably withheld if the intended transferee <br />provides a suitability letter addressed to the City as to the sophistication of the investor) unless such <br />institutional holder is a bank or trust company, or unless such institutional holder, which is not a <br />bank or trust company, certifies in writing to the City prior to the transfer that it is an accredited <br />inyestor within the meaning of Rule 501 of the Securities Act of 1933, as amended and <br />supplemented, in which case such approval shall not be required, and upon surrender thereof at the <br /> <br />9 <br />