1987-139 - Laserfiche WebLink

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do In case any officer whose manual or facsimile signature appears on any Bond shall cease to be such officer before delivery of such Bond, such signature shall, nevertheless, be valid and sufficient for all purposes as if he had remained in office until such delivery, and the Issuer may, by resolution, adopt and use for the execution of any Bond the manual or the facsimile signature of any person who shall have been at the time the proper officer to sign such Bond, notwithstanding the fact that such person may not have been such officer on the date of such Bond or that such person may have ceased to be such officer at the time when such Bond is actually authenticated and delivered. Bonds so executed shall be delivered to the Registrar and Paying Agent for authentication by it, and the Registrar and Paying Agent shall authenticate and deliver such Bonds as herein provided and not otherwise. No Bond shall be valid or obligatory for any purpose or entitled to any right or benefit hereunder unless there shall be endorsed on such Bond a certificate of authentication in substantially the form set forth in Exhibit A to this indenture, duly executed by the Registrar and Paying Agent. Such certificate of authentication of the Registrar and Paying Agent upon any Bond executed on behalf of the Issuer shall be conclusive evidence and the only evidence required that the Bond so authenticated has been duly issued hereunder and that the holder thereof is entitled to the benefits of this Indenture. The certificate of the Registrar and Paying Agent may be executed by any authorized signatory of the Registrar and Paying Agent. Section 2.07. Registration and Exchange of ponds. Books for registration and the registration of transfer of Bonds shall be prepared and maintained by the Registrar and Paying Agent. If any Bond shall be surrendered to the Registrar and Paying Agent for transfer or exchange in accordance with the provisions of such Bond, the Issuer shall execute and the Registrar and Paying Agent shall authenticate and deliver in exchange for such Bond a new Bond or Bonds bearing interest at the same rate and of any denomination authorized by this Indenture, in aggregate principal amount equal to the principal amount of the Bond so surrendered, upon payment of any tax or other governmental charge to which the Issuer or the Registrar and Paying Agent is entitled in accordance with such Bond. The Registrar and Paying Agent shall not register the transfer of any Bond (other than the transfer of any Bond pursuant to a purchase of such Bond with amounts realized under the Credit Facility) (i) after a notice of the redemption of such Bond or any portion thereof has been mailed or (ii) prior to any Optional Tender Date applicable to any Bond after an Optional Tender Notice with respect to such Bond has been received by the Registrar and Paying Agent or (iii) prior to any Mandatory Tender Date after a Mandatory Tender Notice has been mailed - in each case unless the transferee acknowledges in writing to the satisfaction of the Registrar and Paying Agent the matters contained in such notice arid, if - 20 -