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The principal of and interest on the Notes shall be payable in lawful money of the United States <br />of America without deduction for the services of the Note Registrar. The principal of and interest on the <br />Notes shall be payable upon presentation and surrender of the Notes at their maturity at the office of the <br />Note Registrar. No Note shall be valid or become obligatory for any purpose or shall be entitled to any <br />security or benefit under this Ordinance unless and until a certificate of authentication, as printed on the <br />Note, is signed by the Note Registrar as authenticating agent. Authentication by the Note Registrar shall <br />be conclusive evidence that the Note so authenticated has been duly issued and delivered under this <br />Ordinance and is entitled to the security and benefit of this Ordinance. The certificate of authentication <br />may be signed by any officer or officers of the Note Registrar or by such other person acting as an agent <br />of the Note Registrar as shall be approved by the Director of Finance on behalf of the City. It shall not be <br />necessary that the same authorized person sign the certificate of authentication on all of the Notes. <br />Section 9. Appointment of Note Registrar. The Director of Finance is authorized and <br />directed to execute on behalf of the City a Note Registrar Agreement with such bank or other appropriate <br />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 financial institution experienced in providing such services, to perform the services required <br />of the Note Registrar hereunder. Each such successor Note Registrar shall promptly advise all <br />noteholders of the change in identity and new address of the Note Registrar. So long as any of the Notes <br />remain outstanding, the City shall cause to be maintained and kept by the Note Registrar, at the office of <br />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 unmatured 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 />4 <br />