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<br />(b) Transfer and Exchan-ae. Subject to any inhibitions of book entry form during <br />any period in which the Bonds are in book entry form, any Bond may be (i) exchanged for <br />Bonds of any Authorized Denomination upon presentation and surrender at the principal <br />corporate trust office of the Bond Registrar, together with a request for exchange signed by the <br />registered owner or by a person legally empowered to do so in a form satisfactory to the Bond <br />Registrar, and (ii) transfened only on the Bond Register upon presentation and surrender of the <br />Bond at the principal corporate trust office of the Bond Registrar together with an assignment <br />signed by the registered owner or by a person legally empowered to do so in a form satisfactory <br />to the Bond Registrar. Upon exchange or transfer the Bond Registrar shall complete, <br />authenticate and deliver a new Bond or Bonds of any Authorized Denomination or <br />Denominations requested by the owner equal in the aggregate to the unmatured principal amount <br />of the Bond surrendered and bearing interest at the same rate and 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 <br />authorized officers of the City. In all cases of Bonds exchanged or transferred, the City shall <br />sign 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 <br />owner, except that the City and Bond 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 Bond Registrar may require that those charges, if any, be paid before <br />the procedure is begun for the exchange or transfer. All Bonds 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 Bond proceedings as the Bonds surrendered <br />upon that exchange or transfer. <br />(c) Book Entry System. Notwithstanding any other provisions of this ordinance, <br />if the Mayor and the Director of Finance determine in the Certificate of Award that it is in the <br />best interest of and financially advantageous to the City, the Bonds may be issued in book entry <br />form in accordance with the following provisions of this Section. <br />The Bonds may be issued to a Depository for use in a book entry system and, if and <br />so long as a book entry system is utilized, (i) the Bonds may be issued in the form of a single, <br />fully registered Bond representing each maturity and registered in the name of the Depository <br />or its nominee, as registered owner, and immobilized in the custody of the Depository; (ii) the <br />owners of book entry interests in Bonds shall not have any right to receive Bonds in the form <br />of physical securities or certificates; (iii) ownership of book entry interests in Bonds shall be <br />shown by book entry on the system maintained and operated by the Depository and its <br />Participants, and transfers of the ownership of book entry interests shall be made only by book <br />entry by the Depository and its Participants; and (iv) the Bonds as such shall not be transferable <br />or exchangeable, except for transfer to another Depository or to another nominee of a <br />Depository, without further action by the City. <br />If any Depository determines not to continue to act as a Depository for the Bonds <br />for 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 />necessary, shall permit withdrawal of the Bonds from the Depository, and shall cause Bond <br />certificates in registered form to be authenticated by the Bond Registrar and delivered to the <br />assigns of the Depository or its nominee, all at the cost and expense (including any costs of <br />printing), if the event is not the result of City action or inaction, of those persons requesting <br />such issuance. <br />-8- <br />D03:[00523.DOCS.NOR05228]BOND_ORDINANCE_FIRE_TRUCK $770.