Agenda - Council - 08/13/2013 - Laserfiche WebLink

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Trustee shall authenticate and deliver, in exchange therefor, a definitive Bond or definitive Bonds. Such exchange shall be made by the Trustee without making any charge therefor to the registered owner of such Bond in temporary form. Such temporary bonds will be numbered consecutively upward from T-1. Section 2.11 Book Entry Provisions. (a) Notwithstanding the other provisions of this Indenture regarding registration, ownership, transfer, payment and exchange of the Bonds, unless the Issuer determines to permit the exchange of Depository Bonds for Bonds in the denominations provided in Section 2.02(a), the Bonds shall be issued as Depository Bonds in denominations of the entire principal amount of a particular maturity of each series of Bonds (or if a portion of said principal amount is prepaid, said principal amount less the prepayment amount); such Bonds to be registered in the name of the Depository or its nominee. The Bonds shall be solely in the denomination of the entire principal amount of a particular maturity except as provided in this Section. So long as the Bonds are held by The Depository Trust Company as Depository, the Trustee shall comply with the provisions of the Letter of Representations between the Issuer and The Depository Trust Company. (b) Upon (i) a determination by the Issuer that the Depository is no longer able to carry out its functions or is otherwise determined uncat.isfact.nry by the Issuer in its sole discretion, or (ii) a determination by the Depository that the Bonds are no longer eligible for its depository services, or (iii) notification that the Depository has resigned or discontinued its services for the Bonds, the Issuer shall either (1) designate a substitute depository in accordance with this Section, or (2) provide for the exchange of Depository Bonds for Bonds in the denominations provided in Section 2.02(a). (c) If the Issuer determines to provide for the exchange of Depository Bonds for certificated Bonds in the denominations provided in Section 2.02(a), the issuer shall so notify the Trustee and shall provide the Trustee with a supply of executed unauthenticated Bonds to be so exchanged. The Trustee shall thereupon notify the Owners of the Bonds and provide for such exchange. (d) Any substitute depository shall be a "clearing corporation" as defined in the Minnesota Uniform Commercial Code, Minnesota Statutes, Section 336.8-102, and shall be a qualified and registered "clearing agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended. The substitute depository shall provide for (i) immobilization of the Depository Bonds, (ii) registration and transfer of beneficial ownership of interests in the Depository Bonds by book entries made on records of the Depository and participating entities, and (iii) payment of principal of, premium, if any, and interest to the Depository participating entities. (e) So long as the Bonds are Depository Bonds, the following provisions shall apply, notwithstanding anything to the contrary in this Indenture. The principal or Redemption Price of the Bonds shall be payable by the Trustee when due by wire transfer in same day funds, and if the payment is of only part of the principal hereof, the Trustee shall mail by first-class mail to the Depository a written statement of the principal amount paid as to the Bonds of each maturity Outstanding following such payment, and the Depository as Holder shall upon such payment make a notation on the Register of Partial Payments attached to the Bond of the principal amount paid, provided that the Holder may at its option surrender the Bond for exchange for a Bond registered with the new principal amount and provided that the Bonds shall be surrendered for payment upon redemption in full or at maturity. Such notation, if made by the Holder, shall be 16 5600797v I