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between the City and The Depository Trust Company, New York, New York ( "DTC ") and have <br />transfers of the Bonds effected by book -entry on the books of the central depository system. In <br />such case, the Bonds shall be issued in the name of Cede & Co., as nominee for DTC, as <br />registered owner of the Bonds, and held in the custody of DTC and the terms and conditions of <br />this provision shall apply. <br />If the Bonds are held by DTC, a single certificate will be issued and delivered to DTC for <br />each maturity of the Bonds. The actual purchasers of the Bonds (the "Beneficial Owners ") will <br />not receive physical delivery of the Bond certificates except as provided herein. Beneficial <br />Owners are expected to receive a written confirmation of their purchase providing details of each <br />Bond acquired. For so long as DTC shall continue to serve as securities depository for the Bonds <br />as provided herein, all transfers of beneficial ownership interests will be made by book -entry <br />only, and no investor or other party purchasing, selling, or otherwise transferring beneficial <br />ownership of the Bonds is to receive, hold, or deliver any Bond certificate. <br />For every transfer and exchange of the Bonds, the Beneficial Owner may be charged a <br />sum sufficient to cover such Beneficial Owner's allocable share of any tax, fee, or other <br />governmental charge that may be imposed in relation thereto. Bond certificates are required to <br />be delivered to and registered in the name of the Beneficial Owner, under the following <br />circumstances: <br />(i) DTC determines to discontinue providing its service with <br />respect to the Bonds (such a determination may be made at any time by <br />giving thirty (30) days' notice to the City and the Registrar and <br />discharging the responsibilities with respect thereto under applicable law), <br />or <br />(ii) the City determines that continuation of the system of <br />book -entry transfers through DTC (or a successor securities depository) is <br />not in the best interests of the Beneficial Owners. <br />The City and the Registrar will recognize DTC or its nominee as the holder of the Bonds <br />for all purpose, including notices and voting. The City and the Registrar covenant and agree, so <br />long as DTC shall continue to serve as securities depository for the Bonds, to meet the <br />requirements of DTC with respect to required notices and other provisions of a Letter of <br />Representations between the City and DTC. If necessary to comply with the terms and <br />provisions of the Letter of Representations, a supplemental ordinance shall be adopted to amend <br />this ordinance as necessary. <br />The Registrar is authorized to rely conclusively upon a certificate furnished by DTC and <br />corresponding certificates from DTC participants and indirect participants as to the identity of, <br />and the respective principal amount of Bonds beneficially owned by, the Beneficial Owner or <br />Beneficial Owners. <br />In <br />