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"Book entry form" or "book entry system" means a form or system under which (i) the beneficial <br />right to payment of principal_ of and interest on the Notes may be transferred only through a book entry <br />and (ii) physical Notes in fidly registered form are issued only to a Depository or its nominee as <br />registered owner, with the Notes "immobilized" to the custody of the Depository, and the book entry is <br />the record that identifies the owners of beneficial interests in those Notes. <br />"Depository" means any securities depository that is a clearing agency under federal law <br />operating and maintaining, together with its participants, a book entry system to record beneficial <br />ownership of notes and to effect transfers of notes, in book entry form, and includes The Depository Trust <br />Company (a limited purpose trust company), New York, New York. <br />The Notes may initially be issued to a Depository for use in a book entry system, and the <br />provisions of this Section shall apply, notwithstanding any other provision of this ordinance: (i) there <br />shall be a single Note of each maturity, (ii) those Notes shall be registered in the name of the Depository <br />or its nominee, as registered owner, and immobilized in the custody of the Depository; (iii) the beneficial <br />owners in book entry form shall have no right to receive Notes in the form of physical securities or <br />certificates; (iv) ownership of beneficial interests in any Notes in book entry form shall be shown by <br />book entry on the system maintained and operated by the Depository, and transfers of the ownership of <br />beneficial interests shall be made only by the Depository and by book entry; and (v) the Notes as such <br />shall not be transferable or exchangeable, except for transfer to another Depository or to another nominee <br />of a Depository, without further action by the City. Note service charges on Notes in book entry form <br />registered in the name of a Depository or its nominee shall be payable in same day funds delivered to the <br />Depository or its authorized representative upon presentation and surrender of Notes as provided in this <br />ordinance. <br />The Note Registrar may, with the approval of the City, enter into an agreement with the <br />beneficial owner or registered owner of any Note in the custody of a Depository providing for making all <br />payments to that owner of principal and interest on that Note or any portion thereof (other than any <br />payment of the entire unpaid principal amount thereof) at a place and in a manner (including wire <br />transfer of federal fiords) other than as provided in this ordinance, without prior presentation or surrender <br />of the Note, upon any conditions which shall be satisfactory to the Note Registrar and to the City. That <br />payment in any event shall be made to the person who is the registered owner of that Note on the date <br />that principal is due, or, with respect to the payment of interest, as of the applicable date agreed upon as <br />the case may be. The Note Registrar will furnish a copy of each of those agreements, certified to be <br />correct by the Note Registrar, to other paying agents for Notes and to the City. Any payment of principal <br />or interest pursuant to such an agreement shall constitute payment thereof pursuant to, and for all <br />purposes of, this ordinance. <br />If requested, the Mayor, Director of Finance, Clerk of Council, or any other officer of this Council, <br />is authorized and directed to execute, acknowledge and deliver, in the name of and on behalf of the City, the <br />letter agreement among the City, the paying agent for the Notes and The Depository Trust Company, as <br />depository, to be delivered in connection with the issuance of the Notes to the Depository for use in a book <br />entry system in substantially the form submitted to this Council. <br />If any Depository determines not to continue to act as a depository for the Notes for use in a book <br />entry system, the City and the Note Registrar may attempt to establish a securities depository /book entry <br />relationship with another qualified Depository under this ordinance. If the City and the Note Registrar <br />do not or are unable to do so, the City and the Note Registrar, after the Note Registrar has made <br />provision for notification of the beneficial owners by the then Depository, shall permit withdrawal of the <br />Notes from the Depository and authenticate and deliver bond certificates in fully registered form to the <br />8480361x2 <br />