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if all of the signatures are by facsimile, the 2000 Notes shall not be valid until signed at the foot thereof by the manual signature of the RegiStrar. 5. Registration, Transfer and Exchange. Upon surrender for transfer or exchange of the 2000 Notes at the principal office of the Registrar, the City shall execute and deliver and the Registrar shall authenticate in the name of the transferee or transferees a new 2000 Note or Notes of any authorized denomination in an aggregate principal amount equal to the 2000 Note surrendered and of the same form and maturity and bearing interest at the same rate as the 2000 Note surrendered, subject in each case to such reasonable regulations as the City and the Registrar may prescribe. All 2000 Notes presented for transfer or exchange shall be accompanied by a written instrument or instnnnents of transfer or authorization for exchange, in form and substance reasonably satisfactory to the City and the Registrar, duly executed by the registered owner or by his or her duly authorized attorney-in-fact or legal representative. No 200C Note may be registered to bearer. New 2000 Notes delivered upon any transfer or exchange shall be valid obligations of the City, evidencing the same debt as the 2000 Notes surrendered, shall be entitled to all of the security and benefits hereof to the same extent as the 2000 Notes surrendered. 6. Charges for Exchange or Transfer. No charge shall be made for any exchange or transfer of 2000 Notes, but the City may require payment by the registered owner of any 2000 Note of a sum sufficient to cover any tax or other governmental charge which may be imposed with respect to the transfer or exchange of such 2000 Note. 7. Further Actions. The City Manager and the Chief Financial Officer and such officers and agents of the City as either of them may designate are authorized and directed to take such further action as they deem necessary regarding the issuance and sale of the 2000 Notes and all actions taken by such officers and agents in connection with the issuance and sale of the 2000 Notes are ratified and confirmed. 8. Filing of Resolution. The City Attorney of the City is directed to file a copy of this resolution, certified by the City Clerk, with the Circuit Court of the City, in accordance with Section 15.2-2607 of the City of Virginia, 1950. 9. Effective Date. This resolution shall take effect from the date of its adoption. Adopted by the Council of the City of Portsmouth, Virginia at a meeting held on March 28, 2000. Teste: City Clerk