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form as shall be satisfactory to the Registrar. Upon the transfer of any such Bond and on request <br />of the Registrar, the City shall execute in the name of the transferee, and the Registrar shall <br />authenticate and deliver, a new Bond, of any authorized denomination, in aggregate principal <br />amount equal to 'the principal amount of such Bond, and bearing interest at the same rate and <br />maturing on the same date. <br /> <br /> In all cases in which Bonds shall be exchanged or transferred, the City shall <br />execute and the Registrar shall authenticate and deliver Bonds in accordance with the provisions <br />oft. his Ordinance. The City and Registrar may make a charge for every such exchahge or transfer <br />of Bonds sufficient to reimburse them for any tax or other governmental charge required to be <br />paid with respect to such exchange or transfer, and the Registrar may require that such charge or <br />charges shall be paid before any such new Bond shall be delivered. <br /> <br /> The Bonds, pursuant to the terms set forth below, may also be issued to a <br />Depository (as hereinafter defined) for use in a book-entry system (as hereinatter defined). The <br />Fiscal Officer is hereby authorized and directed, to the extent necessary or required, to enter into <br />any agreements detennined necessary in connection with the registration, authentication, <br />immobilization, and transfer, of Bonds, including arrangements for the payment of principal and <br />interest by wire transfer, after determining that the execution thereof will not endanger the funds <br />or securities of the City, which determination shall be conclusively evidenced by the signing of <br />any such agreement. <br /> <br /> If and as long as a book-entry system is utilized, (i) the Bonds shall be issued in <br />the form of one fully registered Bond registered in the name of the Depository or its nominee, as <br />registered owner, and immobilized in the custody of the Depository; (ii) the beneficial owners in <br />book-entry form shall have no fight to receive Bonds in the form of physical securities or <br />certificates; (iii) ownership of beneficial interests in book-entry form shall be shown by a book <br />entry on the system maintained and operated by the Depository and its Participants (as <br />hereinafter defined), and transfers of the ownership of beneficial interests shall be made only by <br />book entry by the Depository and its Participants; and (iv)the Bonds as such shall not be <br />transferable or exchangeable, except for transfer to another Depository or to another nominee of <br />a Depository, without further action by the Council of the City. <br /> <br /> If any Depository detennines not to colntinue to act as a Depository for the Bonds <br />for use in a book-entry system, the Fiscal Officer may attempt to have established a securities <br />depository/book-entry relationship with another qualified Depository. If the Fiscal Office/does <br />not or is unable to do so, the Fiscal Officer, after making provision for notification of the <br />beneficial owners by the then Depository and any other arrangements she deems necessary, shall <br />permit withdrawal of the Bonds from the Depository, and authenticate and deliver bond <br />certificates in bearer or registered form, as she determiues, to the assigns of the Depository or its <br />nomluee, all at the cost and expense (including any costs of printing), if the event is not the result <br />of Council action or inaction, of those persons requesting such issuance. <br /> <br />As used in this Section and this ordinance: <br /> <br /> "Book-entry form" or "book-entry system" means a form or system under which <br />(i) the beneficial right to principal and interest may be transferred only through a book entry and <br />(ii) physical bonds in registered form are issued only to a Depository or its nominee as registered <br />owner, with the bonds "immobilized" to the'custody of the Depository, and the book entry is the <br />record that identifies the owners of beneficial interests in that principal and intcrcst. <br /> <br /> "Depository" means any securities depository that is a Clearing agency under <br />federal law operating and maintaining a book-entry system to record beneficial ownership of the <br />right to principal and interest, and to effect transfers of bonds, in book-entry fonn, and includes <br />and means initially The Depository Trust Company (a limited purpose trust company), New <br />York, New York. <br /> <br /> '~Participant" means any participant contracting with a Depository under a book- <br />entry system and includes security brokers and dealers, banks and trust companies, and clearing <br />corporations. <br /> <br />{KLF0962.DOC;I } 5 <br /> <br /> <br />