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<br />Depository or its nominee will be the sole holder of record of <br />the Global certificates and no investor or other party <br />purchasing, selling or otherwise transferring ownership of <br />interests in any Bond is to receive, hold or deliver any bond <br />certificates so long as the Depository holds the Global <br />Certificates immobilized from circulation, except as provided <br />below in this paragraph and in 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 a <br />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 Depository <br />or any substitute depository must be both a "clearing <br />corporation" as defined in the Minnesota Uniform Commercial <br />Code at Minnesota statutes, section 336.8-102, and a <br />qualified and registered "clearing agency" as provided in <br />section 17A of the Securities Exchange Act of 1934, as <br />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 City <br />that the Depository is no longer able to carry out its <br />functions, provided that any substitute depository must be <br />qualified to act as such, as provided in clause (ii) of this <br />subparagraph, or <br /> <br />(iv) To those persons to whom transfer is requested <br />in written transfer instructions in the event 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 />following the resignation or determination of non- <br />eligibility, or <br /> <br />(b) upon a determination by the City in its sole <br />discretion that (1) the continuation of the book-entry <br />system described herein, which precludes the issuance <br />of certificates (other than Global Certificates) to any <br />Holder other than the Depository (or its nominee), <br />might adversely affect the interest of the beneficial <br /> <br />26957 <br /> <br />7 <br />