10052-10 Sewage Works Revenue Bonds

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such fees may be paid as fiscal agency charges from the Sinking Fund described herein to pay the principal of and interest on the 2010 Bonds. The Registrar and Paying Agent may at any time resign as Registrar and Paying Agent by giving thirty (30) days written notice to the City and by first-class mail to each registered owner of the 2010 Bonds then outstanding, and such resignation will take effect at the end of such thirty (30) days or upon the earlier appointment of a successor Registrar and Paying Agent by the City. Such notice to the City may be served personally or be sent by registered mail. The Registrar and Paying Agent may be removed at any time as Registrar and Paying Agent by the City, in which event the City may appoint a successor Registrar and Paying Agent. The City shall notify each registered owner of the 2010 Bonds then outstanding by first-class mail of the removal of the Registrar and Paying Agent. Notices to registered owners of the 2010 Bonds shall be deemed to be given when mailed by first-class mail to the addresses of such registered owners as they appear on the bond register. Any predecessor Registrar and Paying Agent shall deliver all the 2010 Bonds and cash in its possession and the bond register to the successor Registrar and Paying Agent. At all times, the same entity shall serve as Registrar and as Paying Agent. SECTION 6. Form of Bonds. The form and tenor of the 2010 Bonds shall be substantially as set forth in Appendix B, with all blanks to be filled in properly and all necessary additions and deletions to be made prior to delivery thereof. SECTION 7. Authorization for Book-Entr,~, sy tem. The 2010 Bonds may, in compliance with all applicable laws, initially be issued and held in book-entry form on the books of the central depository system, The Depository Trust Company, its successors, or any successor central depository system appointed by the City from time to time (the "Clearing Agency"), without physical distribution of 2010 Bonds to the purchasers. The following provisions of this section apply in such event. One definitive 2010 Bond of each maturity shall be delivered to the Clearing Agency (or its agent) and held in its custody. The City, the Registrar and the Paying Agent may, in connection therewith, do or perform or cause to be done or performed any acts or things not adverse to the rights of the holders of the 2010 Bonds as are necessary or appropriate to accomplish or recognize such book-entry form 2010 Bonds. During any time that the 2010 Bonds remain and are held in book-entry form on the books of a Clearing Agency: (l) any such 2010 Bond may be registered upon the books kept by the Registrar in the name of such Clearing Agency, or any nominee thereof, including Cede & Co., as nominee of The Depository Trust Company; (2) except as otherwise described in the Continuing Disclosure Contract described below, the Clearing Agency in whose name such 2010 Bond is so registered shall be, and the City, the Registrar and the Paying Agent may .deem and treat such Clearing Agency as, the absolute owner and holder of such 2010 Bond for all purposes of this Ordinance, including, without limitation, the receiving of payment of the principal of and interest on such 2010 Bond, the receiving of notice and giving of consent; (3) except as otherwise described in the Continuing Disclosure Contract, neither the City nor the Registrar or Paying Agent shall have any responsibility or obligation hereunder to any direct or indirect participant, within the meaning of Section 17A of the Securities Exchange Act of 1934, as amended, of such Clearing Agency, or any person on behalf of which, or otherwise in respect of -8-