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<br />Purchaser will deposit the Global Certificates representing <br />all of the Bonds with the Depository. The Global Certificates <br />shall be in typewritten form or otherwise as acceptable to the <br />Depository, shall be registered in the name of the Depository <br />or its nominee and shall be held immobilized from circulation <br />at the offices of the Depository on behalf of the Purchaser <br />and subsequent bondowners. The Depository or its nominee will <br />be the sole holder of record of the Global Certificates and no <br />investor or other party purchasing, selling or otherwise <br />transferring ownership of interests in any Bond is to receive, <br />hold or deliver any bond certificates so long as the <br />Depository holds the Global Certificates immobilized from <br />circulation, except as provided below in this paragraph and in <br />paragraph 12. <br /> <br />Certificates evidencing the Bonds may not after their <br />original delivery be transferred or exchanged except: <br /> <br />(i) Upon registration of transfer of ownership of <br />a Global Certificate, as provided in paragraph 12, <br /> <br />(ii) To any successor of the Depository (or its <br />nominee) or any substitute depository (a "substitute <br />depository") designated pursuant to clause (iii) of this <br />subparagraph, provided that any successor of the <br />Depository or any substitute depository must be both a <br />"clearing corporation" as defined in the Minnesota <br />Uniform Commercial Code at Minnesota Statutes, <br />Section 336.8-102, and a qualified and registered <br />"clearing agency" as provided in Section 17A of the <br />Securities Exchange Act of 1934, as amended, <br /> <br />(iii) To a substitute depository designated by and <br />acceptable to the City upon (a) the determination by the <br />Depository that the Bonds shall no longer be eligible for <br />its depository services or (b) a determination by the <br />City that the Depository is no longer able to carry out <br />its functions, provided that any substitute depository <br />must be qualified to act as such, as provided in clause <br />(ii) of this subparagraph, or <br /> <br />(iv) To those persons to whom transfer is <br />requested in written transfer instructions in the event <br />that: <br /> <br />(a) the Depository shall resign or discontinue <br />its services for the Bonds and the City is unable to <br />locate a substitute depository within two (2) months <br />