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holders of the 2016 Bonds as are necessary or appropriate to accomplish or recognize such <br />book -entry form 2016 Bonds. <br />During any time that the 2016 Bonds are held in book -entry form on the books of a <br />Clearing Agency, (1) any such 2016 Bond may be registered upon Registration Record in the <br />name of such Clearing Agency, or any nominee thereof, including Cede & Co.; (2) the Clearing <br />Agency in whose name such 2016 Bond is so registered shall be, and the City and the Registrar <br />and Paying Agent may deem and treat such Clearing Agency as, the absolute owner and holder <br />of such 2016 Bond for all purposes of this Ordinance, including, without limitation, the receiving <br />of payment of the principal of and interest and premium, if any, on such 2016 Bond, the <br />receiving of notice and the giving of consent; (3) neither the City nor the Registrar or Paying <br />Agent shall have any responsibility or obligation hereunder to any direct or indirect participant, <br />within the meaning of Section 17A of the Securities Exchange Act of 1934, as amended, of such <br />Clearing Agency, or any person on behalf of which, or otherwise in respect of which, any such <br />participant holds any interest in any 2016 Bond, including, without limitation, any responsibility <br />or obligation hereunder to maintain accurate records of any interest in any 2016 Bond or any <br />responsibility or obligation hereunder with respect to the receiving of payment of principal of or <br />interest or premium, if any, on any 2016 Bond, the receiving of notice or the giving of consent; <br />and (4) the Clearing Agency is not required to present any 2016 Bond called for partial <br />redemption, if any, prior to receiving payment so long as the Registrar and Paying Agent and the <br />Clearing Agency have agreed to the method for noting such partial redemption. <br />If either the City receives notice from the Clearing Agency which is currently the <br />registered owner of the 2016 Bonds to the effect that such Clearing Agency is unable or <br />unwilling to discharge its responsibility as a Clearing Agency for the 2016 Bonds, or the City <br />elects to discontinue its use of such Clearing Agency as a Clearing Agency for the 2016 Bonds, <br />then the City and the Registrar and Paying Agent each shall do or perform or cause to be done or <br />performed all acts or things, not adverse to the rights of the holders of the 2016 Bonds, as are <br />necessary or appropriate to discontinue use of such Clearing Agency as a Clearing Agency for <br />the 2016 Bonds and to transfer the ownership of each of the 2016 Bonds to such person or <br />persons, including any other Clearing Agency, as the holder of the 2016 Bonds may direct in <br />accordance with this Ordinance. Any expenses of such discontinuance and transfer, including <br />expenses of printing new certificates to evidence the 2016 Bonds, shall be paid by the City. <br />During any time that the 2016 Bonds are held in book -entry form on the books of a <br />Clearing Agency, the Registrar shall be entitled to request and rely upon a certificate or other <br />written representation from the Clearing Agency or any participant or indirect participant with <br />respect to the identity of any beneficial owner of the 2016 Bonds as of a record date selected by <br />the Registrar. For purposes of determining whether the consent, advice, direction or demand of a <br />registered owner of a 2016 Bond has been obtained, the Registrar shall be entitled to treat the <br />beneficial owners of the 2016 Bonds as the bondholders and any consent, request, direction, <br />approval, objection or other instrument of such beneficial owner may be obtained in the fashion <br />described in this Ordinance. <br />During any time that the 2016 Bonds are held in book -entry form on the books of a <br />Clearing Agency, the Executive, the Fiscal Officer and/or the Registrar are authorized to execute <br />and deliver a Letter of Representations agreement with the Clearing Agency, or a Blanket Issuer <br />