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the Note Registrar, all books and records necessary for the registration, exchange and transfer of Notes as <br />provided in this section (the "Note Register "). Subject to the provisions of this Ordinance, the person in <br />whose name any Note shall be registered on the Note Register shall be regarded as the absolute owner <br />thereof for all purposes. Payment of or on account of the principal of and interest on any Note shall be <br />made only to or upon the order of that person. Neither the City nor the Note Registrar shall be affected by <br />any notice to the contrary, but the registration may be changed as herein provided. All payments shall be <br />valid and effectual to satisfy and discharge the liability upon the Notes, including the interest thereon, to <br />the extent 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 in 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 um-natured 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 />Section 10. Book- entrySystem. For purposes of this Ordinance, the following terms shall <br />have the following meanings: <br />"Book -entry form" or "book -entry system" means a form or system under which (i) the beneficial <br />right to payment of principal of and interest on the Notes may be transferred only through a book -entry <br />system and (ii) physical Notes in fully registered form are issued only to a Depository or its nominee as <br />registered owner, with the Notes "immobilized" to the custody of the Depository, and the book -entry is <br />the record that identifies the owners of beneficial interests in those Notes. <br />"Depository" means any securities depository that is a clearing agency under federal law <br />operating and maintaining, together with its participants, a book -entry system to record beneficial. <br />ownership of notes and to effect transfers of notes, in book -entry form, and includes The Depository Trust <br />Company (a limited purpose trust company), New York, New York. <br />4 <br />13473693vl <br />