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acting as an agent of the Registrar and approved by the Director of Finance on behalf of <br />the City. The same person need not sign the certificate of authentication on all of the <br />Notes. <br />Section 6. Registration; Transfer and Exchange; Book-Entry Svstem. <br />(a) Registration. So long as any of the Notes remain outstanding, the <br />City must cause the Registrar to maintain the Register. The person in whose name a Note <br />is registered on the Register will be regarded as the absolute owner of that Note for all <br />purposes of the Note Proceedings. Payment of the Debt Service on any Note will be <br />made only to or upon the order of that person. <br />(b) Transfer and Exchange. Any Note may be transferred or <br />exchanged for Notes of any Authorized Denomination, as provided in the Registrar <br />Agreement. <br />(c) Book-Entry System. Unless otherwise provided in the Certificate <br />of Award, the Notes must be originally issued in Book-Entry Form to a Depository, <br />initially The Depository Trust Company, for use in a Book-Entry System upon the terms <br />provided in the Registrar Agreement. <br />The City and the Registrar must recognize and treat the Depository <br />as the owner of the Notes for all purposes, including payment of Debt Service, <br />redemption and other notices, and enforcement of remedies. <br />If any Depository determines not to continue to act as a Depository <br />for the Notes for use in a Book-Entry System or if the City determines to discontinue the <br />Book-Entry System, the Director of Finance may attempt to establish a securities <br />depository relationship with another qualified Depository. If the Director of Finance <br />does not or is unable to do so, the Director of Finance must direct the Registrar to make <br />provision for notification of the book-entry interest owners by the Depository and to <br />make any other arrangements necessary for the withdrawal of the Notes from the Book- <br />Entry System. <br />Section 7. Sale of the Notes. <br />(a) Private Sale. The Notes will be sold at private sale in accordance with <br />law, the provisions of this ordinance, and any Purchase Agreement, at a purchase price to <br />be determined by the Director of Finance in the Certificate of Award. That purchase <br />price must not be less than 97% of the principal amount of the Notes, plus any accrued <br />interest on the Notes from their date to the Closing Date. The Director of Finance may <br />either sell the Notes to an investment banker, acting as underwriter, or to a financial <br />institution or other entity or person, in a private placement. The Director of Finance may <br />enter into a Purchase Agreement with the Original Purchaser in that private sale, or may <br />sell the Notes without a Purchase Agreement. The Notes must be sold with and upon <br />such other terms as are required or authorized by this ordinance to be specified in the <br />4 <br />