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DocuSign Envelope ID: D1 D7B029-ODBD-4276-9A2E-BOA56F6E0688 <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 authorized <br />denomination or denominations equal in the aggregate to the unmatured principal amount of the Notes <br />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 redemption, <br />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 and <br />Note Registrar may make a charge sufficient to reimburse them for any tax or other governmental charge <br />required to be paid with respect to the exchange or transfer. The Council or the Note Registrar may require <br />that those charges, if any, be paid before it begins the procedure for the exchange or transfer of the Notes. All <br />Notes issued upon any transfer or exchange shall be the valid obligations of the City, evidencing the same <br />debt, and entitled to the same benefits under this Ordinance, as the Notes surrendered upon that transfer or <br />exchange. <br />Section 11. Book -Entry System. For the purposes of this Ordinance, the following terms shall <br />have the following meanings for purposes of this ordinance: <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 and <br />(ii) physical Notes in fully registered form are issued only to a Depository or its nominee as registered <br />owner, with the Notes "immobilized" to the custody of the Depository, and the book entry is the record that <br />identifies the owners of beneficial interests in those Notes. <br />"Depository" means any securities depository that is a clearing agency under federal law operating <br />and maintaining, together with its participants, a book -entry system to record beneficial ownership of notes <br />and to effect transfers of notes, in book -entry form, and includes The Depository Trust Company (a limited <br />purpose trust company), New York, New York. <br />The Notes may initially be issued to a Depository for use in a book -entry system, and the provisions <br />of this Section shall apply, notwithstanding any other provision of this Ordinance: (i) there shall be a single <br />Note of each maturity, (ii) those Notes shall be registered in the name of the Depository or its nominee, as <br />registered owner, and immobilized in the custody of the Depository; (iii) the beneficial owners in book - <br />entry form shall have no right to receive Notes in the form of physical securities or certificates; (iv) <br />ownership of beneficial interests in any Notes in book -entry form shall be shown by book entry on the <br />system maintained and operated by the Depository, and transfers of the ownership of beneficial interests <br />shall be made only by the Depository and by book entry; and (v) the Notes as such shall not be transferable <br />or exchangeable, except for transfer to another Depository or to another nominee of a Depository, without <br />further action by the City. Note service charges on Notes in book -entry form registered in the name of a <br />Depository or its nominee shall be payable in same day funds delivered to the Depository or its authorized <br />representative upon presentation and surrender of Notes as provided in this Ordinance. <br />The Note Registrar may, with the approval of the City, enter into an agreement with the beneficial <br />owner or registered owner of any Note in the custody of a Depository providing for making all payments <br />4 <br />19011762v1 <br />