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Agent shall be charged with and shall by appropriate agreement undertake the <br />performance of all of the duties and responsibilities customarily associated with each <br />such position, including without limitation the authentication of the Bonds. The <br />Controller is authorized and directed to enter into such agreements and <br />understandings with the Registrar and Paying Agent and any subsequent Registraz <br />and Paying Agent as will enable and facilitate the performance of its duties and <br />responsibilities, and is authorized and directed to pay such fees as the Registrar and <br />Paying Agent may reasonably chazge for its services in such capacity, and such fees <br />maybe paid from the Sewage Works Sinking Fund continued by this Ordinance. <br />If the Bonds or BANs aze registered in the name of the Authority, the <br />Bond Bank or any other purchaser that does not object to such designation, the <br />Controller shall be designated as the Registrar and Paying Agent and shall be charged <br />with the performance of all of the duties and responsibilities of Registrazand Paying <br />Agent. <br />The Registraz and Paying Agent may at any time resign as Registrar <br />and Paying Agent upon giving thirty (30) days' notice in writing to the City and by <br />first-class mail to each registered owner of the Bonds then outstanding, and such <br />resignation will take effect at the end of such thirty (30) days or upon the earlier <br />appointment of a successor Registrar and Paying Agent by the City. Any such notice <br />to the City may be served personally or sent by certified mail. The Registraz and <br />Paying Agent may also be removed at any time as Registraz and Paying Agent by the <br />City, in which event the City may appoint a successor Registrar and Paying Agent. <br />The City shall notify each registered owner of Bonds then outstanding by first-class <br />mail of the removal of the Registrar and Paying Agent. Notices to registered owners <br />of the Bonds shall be deemed to be given when mailed by first-class mail to the <br />addresses of such registered owners as they appear on the registration books kept by <br />the Registraz. Any predecessor Registrar and Paying Agent shall deliver all of the <br />Bonds and cash in its possession with respect thereto, together with the registration <br />books, to the successor Registrar and Paying Agent. The Controller is hereby <br />authorized to act on behalf of the City with regazd to any of the aforementioned <br />actions of the City relating to the resignation or removal of the Registrar and Paying <br />Agent and appointment of a successor Registraz and Paying Agent. <br />If the Bonds aze sold by public bidding, the Bonds shall, in <br />compliance with all applicable laws, be issued and held in book-entry form on the <br />books of the central depository system, The Depository Trust Company, its <br />successors, or any successor central depository system appointed by the City from <br />time to time (the "Clearing Agency"). The City and the Registrar and Paying Agent <br />may, in connection therewith, do or perform or cause to be done or performed any <br />acts or things not adverse to the rights of the holders of the Bonds, as are necessary or <br />appropriate to accomplish or recognize such book-entry form Bonds. <br />During any time that the Bonds are held in book-entry form on the <br />books of a Clearing Agency (1) any such Bond may be registered upon the books <br />-4- <br />BDDBOI 5863495v1 <br />