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financial institution as shall be acceptable to the Director of Finance and the Original Purchaser, pursuant to <br />which such bank or financial institution shall agree to serve as authenticating agent, note registrar, transfer <br />agent, and paying agent (the "Note Registrar ") for the Notes. Interest shall be payable at maturity by check <br />or draft mailed to the Registered Owner hereof, as shown on the registration books of the City maintained <br />by the Note Registrar. If at any time the Note Registrar shall be unable or unwilling to serve as such, or <br />the Director of Finance in such officer's discretion shall determine that it would be in the best interest of <br />the City for such functions to be performed by another party, the Director of Finance may, and is hereby <br />authorized and directed to, enter into an agreement with a national banking association or other <br />appropriate institution experienced in providing such services, to perform the services required of the <br />Note Registrar hereunder. Each such successor Note Registrar shall promptly advise all noteholders of <br />the change in identity and new address of the Note Registrar. So long as any of the Notes remain <br />outstanding, the City shall cause to be maintained and kept by the Note Registrar, at the office of the Note <br />Registrar, all books and records necessary for the registration, exchange and transfer of Notes as provided <br />in this section (the "Note Register "). Subject to the provisions of this Ordinance, the person in whose <br />name any Note shall be registered on the Note Register shall be regarded as the absolute owner thereof for <br />all purposes. Payment of or on account of the principal of and interest on any Note shall be made only to <br />or upon the order of that person. Neither the City nor the Note Registrar shall be affected by any notice to <br />the contrary, but the registration may be changed as herein provided. All payments shall be valid and <br />effectual to satisfy and discharge the liability upon the Notes, including the interest thereon, to the extent <br />of the amount or amounts so paid. <br />Any Notes, upon presentation and surrender at the office of the Note Registrar, together with a <br />request for exchange signed by the registered owner or by a person authorized by the owner to do so by a <br />power of attorney hr a form satisfactory to the Note Registrar, may be exchanged for Notes of the same <br />form and of any authorized denomination or denominations equal in the aggregate to the unmatured <br />principal amount of the Notes surrendered, and bearing interest at the same rate and maturing on the same <br />date. <br />A Note may be transferred only on the Note Register upon presentation and surrender thereof at the <br />office of the Note Registrar, together with an assignment executed by the registered owner or by a person <br />authorized by the owner to do so by a power of attorney in a form satisfactory to the Note Registrar. Upon <br />that transfer, the Note Registrar shall complete, authenticate and deliver a new Note or Notes of any <br />authorized denomination or denominations equal in the aggregate to the unmat red principal amount of the <br />Notes surrendered, and bearing interest at the same rate and maturing on the same date. <br />The City and the Note Registrar shall not be required to transfer or exchange (i) any Note during a <br />period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of <br />Notes, and ending at the close of business on the day of such mailing, or (ii) any Notes selected for <br />redemption, in whole or in part, following the date of such mailing. <br />In all cases in which Notes are exchanged or transferred hereunder, the City shall cause to be <br />executed, and the Note Registrar shall authenticate and deliver, the Notes in accordance with the provisions <br />of this Ordinance. The exchange or transfer shall be without charge to the owner; except that the Council <br />and Note Registrar may make a charge sufficient to reimburse them for any tax or other governmental <br />charge required to be paid with respect to the exchange or transfer. The Council or the Note Registrar may <br />require that those charges, if any, be paid before it begins the procedure for the exchange or transfer of the <br />Notes. All Notes issued upon any transfer or exchange shall be the valid obligations of the City, evidencing <br />the same debt, and entitled to the same benefits under this Ordinance, as the Notes surrendered upon that <br />transfer or exchange. <br />11252690v1 <br />