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? <br />-3- <br />principal amount of the Note or Notes 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 Note Registrar shall <br />undertake the exchange or transfer of Notes only after the new Notes are signed by the <br />authorized officers of the City. In all cases of Notes exchanged or transfened, the City shall <br />sign and the Note Registrar shall authenticate and deliver Notes in accordance with the <br />provisions of the Note proceedings. The exchange or transfer shall be without charge to the <br />owner, except that the City and Note Registrar may make a charge sufficient to reimburse them <br />for any tax or other governmental charge required to be paid with respect to the exchange or <br />transfer. The City or the Note Registrar may require that those charges, if any, be paid before <br />the procedure is begun for the exchange or transfer. All Notes issued and authenticated upon <br />any exchange or transfer shall be valid obligations of the City, evidencing the same debt, and <br />entitled to the same security and benefit under the Note proceedings, as the Notes surrendered <br />upon that exchange or transfer. <br />Notwithstanding any other provisions of this ordinance, if it is determined by the <br />Director of Finance to be advanta.geous to the City, the Notes may be issued in book entry form <br />in accordance with the provisions of this Section. As used in this Section and this ordinance: <br />"Book entry form" or "book entry system" means a form or system under which (i) <br />the ownership of book entry interests in Notes and the principal of and interest on the Notes may <br />be transferred only through a book entry, and (ii) physical Note certificates in fully registered <br />form are issued by the City only to a Depository or its nominee as registered owner, with the <br />Notes "immobilized" in the custody of the Depository or its agent. The book entry maintained <br />by others than the City is the record that identifies the owners of book entry interests in those <br />Notes and that principal and interest. <br />"Depository" means any securities depository that is a clearing agency under federal <br />law operating and maintaining, with its Participants or otherwise, a book entry system to record <br />ownership of book entry interests in Notes or the principal and interest, and to effect transfers <br />of Notes, in book entry form, and includes and means initially The Depository Trust Company <br />(a limited purpose trust company), New York, New York. <br />"Participant" means any participant contracting with a Depository under a book entry <br />system and includes security brokers and dealers, banks and trust companies, and clearing <br />corporations. <br />The Notes may be issued to a Depository for use in a book entry system and, if and <br />as long as a book entry system is utilized, (i) the Notes may be issued in the form of a single, <br />fully registered Note and registered in the name of the Depository or its nominee, as registered <br />owner, and immobilized in the custody of the Depository or its agent; (ii) the book entry interest <br />owners shall have no right to receive Notes in the form of physical securities or certificates; (iii) <br />ownership of book entry interests shall be shown by book entry on the system maintained and <br />operated by the Depository and its Participants, and transfers of the ownership of book entry <br />interests shall be made only by book entry by the Depository and its Participants; and (iv) the <br />Notes as such shall not be transferable or exchangeable, except for transfer to another <br />Depository 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 Notes 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 <br />does not or is unable to do so, the Director of Finance, after making provision for notification <br />of the book entry interest owners by the then Depository and any other arrangements deemed <br />D03:[00523.DOCS.NOR05225]NOTE ORD_NM_FIRE SQUAD_$150