39-12 Retire Outstanding Note with Bond Proceeds

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(c) Book Entry System. The Bonds may be issued to a Depository for use in a book entry system and, if and as long as a book entry system is utilized, (i) the Bonds may be issued in the form of a single, fully registered Bond representing each maturity and registered in the name of the Depository or its nominee, as registered owner, and immobilized in the custody of the Depository or• its designated agent; (ii) the book entry interest owners of Bonds in book entry form shall have no right to receive Bonds in the form of physical securities or certificates; (iii) ownership of book entry interests in Bonds in book entry form shall be shown by book entry on the system maintained and operated by the Depository and its Participants, and transfers of the ownership of book entry interests shall be made only by book entry by the Depository and its Participants; and (iv) the Bonds as such shall not be transferable or• exchangeable, except for• transfer to another Depository or to another nominee of a Depository, without further action by the City. If any Depository determines not to continue to act as a Depository for the Bonds for use in a book entry system, the Director of Finance may attempt to establish a securities depository/book entry relationship with another qualified Depository. If the Director of Finance does not or is unable to do so, the Director of Finance, and after the Bond Registrar has made provision for notification of the book entry interest owners by the then Depository and any other arrangements deemed necessary, shall permit withdrawal of the Bonds from the Depository, and the City and the Bond Registrar authenticate and deliver bond certificates in registered form to the assigns of the Depository or its nominee, all at the cost and expense (including any costs of printing), if the event is not the result of City action or inaction, of those persons requesting such issuance. The Director of Finance is also hereby authorized and directed to the extent necessary or required to enter into any agreements determined necessary in connection with the book entry system for the Bonds, after determining that the signing thereof will not endanger the funds or securities of the City. Section 6. The Bonds are to be sold by the Director of Finance to the Original Purchaser at private sale at a purchase price, not less than 97% of the aggregate principal amount thereof, as shall be determined by the Director of Finance in the Final Terms Certificate, and shall be awarded by the Director of Finance with and upon such other terms as are required or authorized by this Ordinance to be specified in the Final Terms Certificate, in accordance with law, the provisions of this Ordinance and the Bond Purchase Agreement. The Bond Purchase Agreement in the form now on file with the Clerk is approved. The Director of Finance is authorized to sign and deliver, in the name and on behalf of the City, the Bond Purchase Agreement, with any changes or amendments that are not inconsistent with this Ordinance, are not materially adverse to the City and are approved by the Director of Finance. That such changes are not materially adverse to the City and have been approved by the Director of Finance shall be conclusively evidenced by the Director of Finance's signing of the Bond Purchase Agreement or• amendments thereto by the Director of Finance. The Director of Finance shall sign and deliver the Final Terms Certificate and shall cause the Bonds to be prepared and signed and delivered, together with a true transcript of proceedings with reference to the issuance of the Bonds, to the Original Purchaser upon payment of the purchase price. The Mayor, the Director of Finance, the Director 10