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of the Bond Registrar, together with a request for exchange signed by the registered owner or by a <br />person legally empowered to do so in a form satisfactory to the Bond Registrar, and (ii) transferred <br />only on the Bond Register upon presentation and surrender of the Bond at the principal corporate trust <br />office of the Bond Registrar together with an assignment signed by the registered owner or by a <br />person legally empowered to do so in a form satisfactory to the Bond Registrar. Upon exchange or <br />transfer the Bond Registrar shall complete, authenticate and deliver a new Bond or Bonds of any <br />Authorized Denomination or Denominations requested by the owner equal in the aggregate to the <br />unmatured principal amount of the Bond surrendered and bearing interest at the same rate and <br />maturing on the same date. <br />If manual signatures on behalf of the City are required, the Bond Registrar shall <br />undertake the exchange or transfer of Bonds only after the new Bonds are signed by the authorized <br />officers of the City. In all cases of Bonds exchanged or transferred, the City shall sign or provide for <br />signing and the Bond Registrar shall authenticate and deliver Bonds in accordance with the <br />provisions of the Bond proceedings. The exchange or transfer shall be without charge to the owner, <br />except that the City and Bond Registrar may make a charge sufficient to reimburse them for any tax <br />or other governmental charge required to be paid with respect to the exchange or transfer. The City or <br />the Bond Registrar may require that those charges, if any, be paid before the procedure is begun for <br />the exchange or transfer. All Bonds issued and authenticated upon any exchange or transfer shall be <br />valid obligations of the City, evidencing the same debt, and entitled to the same security and benefit <br />under the Bond proceedings as the Bonds surrendered upon that exchange or transfer. <br />(c) Book Entry System. Notwithstanding any other provisions of this ordinance, if <br />the Mayor and the Director of Finance determine in the Certificate of Award that it is in the best <br />interest of and financially advantageous to the City, the Bonds may be issued in book entry form in <br />accordance with the following provisions of this Section. <br />The Bonds maybe issued to a Depository for use in a book entry system and, if and so <br />long as a book entry system is utilized, (i) the Bonds may be issued in the form of a single, fully <br />registered Bond representing each maturity and interest rate within a maturity and registered in the <br />name of the Depository or its nominee, as registered owner, and deposited with and retained in the <br />custody of the Depository or its agent, which maybe the Bond Registrar; (ii) the owners of book entry <br />interests in Bonds shall have no right to receive Bonds in the form of physical securities or certificates; <br />(iii) ownership of book entry interests in Bonds shall be shown by book entry on the system <br />maintained and operated by the Depository and its Participants, and transfers of the ownership of <br />book entry interests shall be made only by book entry by the Depository and its Participants; and (iv) <br />the Bonds as such shall not be transferable or exchangeable, except for transfer to another Depository <br />or to another nominee of a Depository, without further action by the City. <br />If any Depository determines not to continue to act as a Depository for the Bonds for <br />use in a book entry system, the Director of Finance may attempt to establish a securities <br />depository/book entry relationship with another qualified Depository. If the Director of Finance does <br />not or is unable to do so, the Director of Finance, after making provision for notification of the book <br />entry interest owners by the then Depository and any other arrangements deemed necessary, shall <br />permit withdrawal of the Bonds from the Depository, and shall cause Bond certificates in registered <br />form to be authenticated by the Bond Registrar and delivered to the assigns of the Depository or its <br />nominee, all at the cost and expense (including any costs of printing), if the event is not the result of <br />City action or inaction, of those persons requesting such issuance. <br />-8- <br />