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<br />at the address pertailÚng to each Holder that appears on the registration books of the City
<br />maintained by the Registrar The principal and interest on the Bonds is payable in lawful money
<br />of the United States of Americawithout deduction for the services of the Registrar,
<br />
<br />No Bond shall be valid or become obligatory for any purpose 'unless and until an
<br />authentication certificate appearing on the Bond shall have been duly endorsed by the Registrar
<br />
<br />Any Bond, upon surrender thereof at the principal corporate trust office of the
<br />Registrar, together with an aBsignment dnly executed by the Holder or his duly authorized
<br />attorney in such fonn as shall be satisfactory to the Registrar, at the option of the Holder thereof,
<br />may be exchanged for Bonds of any authorized denomination or denominations in än aggregate
<br />principal amount not exceeding the' principal amount of the Bond so exchanged, and bearing
<br />interest at the same rate and maturing on the same, date.
<br />
<br />Any Bond may be transferred only upon the books kept for the registration and
<br />transfer of Bonds upon surrender thereof at the principal corporate trust office of the Registrar
<br />together with an assignment duly executed by the Holder or his du1y authorized attorney in such
<br />fonn 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 jn the name of the transferee, and the Registrar shall
<br />authenticat.e 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 saine 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 />of this· Ordinance The City and Registrar may make a charge for every such exchange or
<br />transfer of Bonds sufficient to reimburse them for any tax or other governmental charge required
<br />to be paid with respect to such exchange or transfer, and the Registrar may require that such
<br />charge or charges shall be paid before any such new Bond shall be dehvered. Anything herein to
<br />the contrary notwithstanding, no exchange or transfer of Bonds shall be required to be made
<br />(i) between the tenth day preceding the mailing of notice of redemption of Bonds and the date of
<br />that mailing, or (ii) with respect to any Bond selected for-redemption, in whole or in part,
<br />
<br />The Bonds, pursuant to the terms set forth below, may also be issued to a
<br />Depository foruse in a Book-entry system, The Fiscal Officer is hereby authorized ,and directed~
<br />to the extent necessary or required, to enter into any agreements detemìined necessary· in
<br />connection with the registration,. authentication, immobilization, and transfer of Bonds, including
<br />arrangements for the payment of principal and interest bywire transfer, after determining that the
<br />execution thereof will not endanger the funds or securities of the City, which determination shall
<br />be conclusivelÿ'evidenced by the signing of any-such agreement
<br />
<br />If and so long aB a Book -entry system js utilized, (i) the Bonds shall be issued in
<br />the fOfill 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 right to receive Bonds in the form of physical securities or
<br />certificates; (iii) ownership of beneficial interests in Book-entry fonn shall be shown by a book
<br />entry on the system maintained and operated by the Depository and its Participants, and transfers
<br />of the ownership of beneficial interests shall be made only by book entry by the Deposjlory and
<br />its Participants; and (iv) the Bonds as such shall not be transferable orexchangea,ble, except for
<br />transfer to another Depository or to another nominee of a Depository, without further action by
<br />the Council of the City
<br />
<br />If any Depository detennines not to continue 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 />depositorylbook-entry relationship with another qualjfied Depository. If the Fiscal Officer does
<br />not or is unable to do so, the Fiscal Officer, a.fter making provision for notification of the
<br />beneficial owners by the then Depository and any other arrangements he 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 he determines, to the assigns of the Depository or its
<br />nominee, all at the cost and expense (iIicluding 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 />{KLF2993;2}
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