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<br />- 4 - <br />owner or by a person legally empowered to do so in a form satisfactory to the <br />Note Registrar. A Note may be transferred only on the Note Register upon <br />presentation and surrender of the Note at the principal corporate trust office <br />of the Note Registrar together with an assignment signed by the registered <br />owner or by a person legally empowered to do so in a form satisfactory to the <br />Note Registrar. Upon exchange or transfer the Note Registrar shall complete, <br />authenticate and deliver a new Note or Notes of any authorized denomination or <br />denominations requested by the owner equal in the aggregate to the unmatured <br />principal amount of the Note surrendered. <br />If manual signatures on behalf of the City are required, the Note <br />Registrar shall undertake the exchange or transfer of Notes only after the new <br />Notes are signed by the authorized officers of the City. In all cases of <br />Notes exchanged or transferred, the City shall sign and the Note Registrar <br />shall authenticate and deliver Notes in accordance with the provisions of this <br />ordinance. The exchange or transfer shall be without charge to tkie owner, <br />except that the City and Note Registrar may make a charge sufficient to reim- <br />burse them for any tax or other governmental charge required to be paid with <br />respect to the exchange or transfer. The City or the Note Registrar may <br />require that those charges, if any, be paid before the procedure is begun for <br />the exchange or transfer. All Notes issued and authenticated upon any <br />exchange or transfer shall be valid obligations of the City, evidencing the <br />same debt, and entitled to the same security and benefit under this ordinance, <br />as the Notes surrendered upon that exchange or transfer. <br />Notwithstanding any other provisions of this ordinance, if it is <br />determined by the Director of Finance in the Certificate of Award to be <br />advantageous to the City, the Notes may be issued in book entry form in <br />accordance with the provisions of this Section. As used in this Section and <br />this ordinance: <br />"Book entry form" or "book entry system" means a form or system under <br />which (i) tYie ownership of beneficial interests in Notes and the principal of <br />and interest on the Notes may be transferred only through a book entry, and <br />(ii) physical Note certificates in fully registered form are issued by the <br />City only to a Depository or its nominee as registered owner, with the Notes <br />"immobilized" in the custody of the Depository. The book entry maintained by <br />others than the City is the record that identifies the owners of beneficial <br />interests in those Notes and that principal and interest. <br />"Depository" means any securities depository that is a clearing <br />agency under federal law operating and maintaining, with its Participants or <br />otherwise, a book entry system to record ownership of beneficial interests in <br />Notes or the principal and interest, and to effect transfers of Notes, in book <br />entry form, and includes and means initially The Depository Trust Company (a <br />limited purpose trust company), New York, New York. <br />"Participant" means any participant contracting with a Depository <br />under a book entry system and includes security brokers and dealers, banks and <br />trust companies, and clearing corporations. <br />The Notes may be issued to a Depository for use in a book entry <br />system and, if and as long as a book entry system is utilized, (i) the Notes <br />may be issued in the form of a single, fully registered Note regist.ered in the