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No Bond shall be valid or become obligatory for any <br />purpose unless and until an authentication certificate appearing on <br />the Bond shall have been duly endorsed by the Registrar. <br /> <br /> Any Bond, upon surrender thereof at the principal <br />corporate trust office of the Registrar, together with an <br />assignment duly executed by the Holder or his duly authorized <br />attorney in such form as shall be satisfactory to the Registrar, at <br />the option of the Holder thereof, may be exchanged for Bonds of any <br />authorized denomination or denominations in an aggregate principal <br />amount not exceeding the principal amount of the Bond so exchanged, <br />'and bearing interest at the same rate and maturing on the same <br />date. <br /> <br /> Any Bond may be transferred only upon the books kept for <br />the registration and transfer of Bonds upon surrender thereof at <br />the principal corporate trust office of the Registrar together with <br />an assignment duly executed by the Holder or his duly authorized <br />attorney in such form as shall be satisfactory to the Registrar. <br />Upon the transfer of any such Bond and on request of the Registrar, <br />the City shall execute in the name of the transferee, and the <br />Registrar shall authenticate and deliver, a new Bond, of any <br />authorized denomination, in aggregate principal amount equal to the <br />principal amount of such Bond, and bearing interest at the same <br />rate and maturing on the same date. <br /> <br /> In all cases in which Bonds shall be exchanged or <br />transferred, the City shall execute and the Registrar shall <br />authenticate and deliver Bonds in accordance with the provisions of <br />this ordinance. The City and Registrar may make a charge for every <br />such exchange or transfer of Bonds sufficient to reimburse them for <br />any tax or other governmental charge required to be paid with <br />respect to such exchange or transfer, and the Registrar may require <br />that such charge or charges shall be paid before any such new Bond <br />shall be delivered. <br /> <br /> The Bonds, pursuant to the terms set forth below, may <br />also be issued to a Depository (as hereinafter defined) for use in <br />a book-entry system (as hereinafter defined). The Fiscal Officer <br />is hereby authorized and directed, to the extent necessary or <br />required, to enter into any agreements determined necessary in <br />connection with the registration, authentication, immobilization, <br />and transfer of Bonds, including arrangements for the payment of <br />principal and interest by wire transfer, after determining that the <br />execution thereof will not endanger the funds or securities of the <br />City, which determination shall be conclusively evidenced by the <br />signing of any such agreement. <br /> <br />If and as long as a book-entry system is utilized, <br />(i) the Bonds shall be issued in the form of one fully registered <br />Bond registered in the name of the Depository or its nominee, as <br />registered owner, and immobilized in the custody of the Depository; <br />(ii) the beneficial owners in book-entry form shall have no right <br />to receive Bonds in the form of physical securities or <br />certificates; (iii) ownership of beneficial interests in book-entry <br />form shall be shown by a book entry on the system maintained and <br />operated by the Depository and its Participants (as hereinafter <br />defined), and transfers of the ownership of beneficial interests <br />shall be made only by book entry by the Depository and its <br />Participants; and (iv) the Bonds as such shall not be transferable <br />or exchangeable, except for transfer to another Depository or to <br />another nominee of a Depository, without further action by the <br />Council of the City. <br /> <br />5 <br /> <br /> <br />