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kept by the Registrar and Paying Agent in the name of such Clearing Agency, or any <br />nominee thereof, including CEDE & Co., as nominee of The Depository Trust <br />Company; (2) the Clearing Agency in whose name such Bond is so registered shall <br />be, and the City and the Registraz and Paying Agent may deem and treat such <br />Clearing Agency as, the absolute owner and holder of such Bond for all purposes of <br />this Ordinance, including, without limitation, the receiving of payment of the <br />principal of and interest on such Bond, the receiving of notice, and the giving of <br />consent; (3) neither the City nor the Registrar and Paying Agent shall have any <br />responsibility or obligation hereunder to any direct or indirect participant, within the <br />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, <br />any such participant holds any interest in any Bond, including, without limitation, any <br />responsibility or obligation hereunder to maintain accurate records of any interest in <br />any Bond or any responsibility or obligation hereunder with respect to the receiving <br />of payment of principal, premium, if any, or interest on any Bond, the receiving of <br />notice, or the giving of consent; (4) the Clearing Agency is not required to present <br />any Bond called for partial redemption prior to receiving payment so long as the <br />Registrar and Paying Agent and the Clearing Agency have agreed to the method for <br />noting such partial redemption; and (5) payment of the principal of and interest on <br />the Bonds maybe made by wire transfer or other method acceptable to the Clearing <br />Agency. <br />If either (i) the City receives notice from the Clearing Agency which is <br />currently the registered owner of the Bonds to the effect that such Clearing Agency is <br />unable or unwilling to dischazge its responsibility as a Clearing Agency for the Bonds <br />or (ii) the City elects to discontinue its use of such Clearing Agency as a Clearing <br />Agency for the Bonds, then the City and the Registrar and Paying Agent each shall do <br />or perform or cause to be done or performed all acts or things, not adverse to the <br />rights of the holders of the Bonds, as aze necessary or appropriate to discontinue use <br />of such Clearing Agency as a Clearing Agency for the Bonds and to transfer the <br />ownership of each of the Bonds to such person or persons, including any other <br />Clearing Agency, as the holder of the Bonds may direct in accordance with this <br />Ordinance. Any expenses of such discontinuance and transfer, including expenses of <br />printing new certificates to evidence the Bonds, shall be paid by the City. <br />During any time that the Bonds aze held in book-entry form on the <br />books of a Clearing Agency, the Registrar and Paying Agent shall be entitled to <br />request and rely upon a certificate or other written representation from the Clearing <br />Agency or any participant or indirect participant with respect to the identity of any <br />beneficial owners of the Bonds as of a record date selected by the Registraz and <br />Paying Agent. For purposes of determining whether the consent, advice, direction or <br />demand of a Registered Owner of the Bonds has been obtained, the Registrar and <br />Paying Agent shall be entitled to treat the beneficial owners of the Bonds as the <br />holders of the Bonds. <br />-5- <br />BDDB01 5863495v1 <br />