10118-11 Authorizing Sewage Works Revenue Bonds

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of this Ordinance, including, without limitation, the receiving of payment of the principal of and interest on such 2011 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 which, any such participant holds any interest in any 2011 Bond, including, without limitation, any responsibility or obligation hereunder to maintain accurate records of any interest in any 2011 Bond or any responsibility or obligation hereunder with respect to the receiving of payment of principal of or interest or premium, if any, on any 2011 Bond, the receiving of notice or the giving of consent; and (4) the Clearing Agency is not required to present any 2011 Bond called for partial redemption prior to�receiving payment so long as the Registrar, the Paying Agent and the Clearing Agency have agreed to the method for noting such partial redemption. If either the City receives notice from the Clearing Agency which is currently the registered owner of the 2011 Bonds to the effect that such Clearing Agency is unable or unwilling to discharge its responsibility as a Clearing Agency for the 2011 Bonds, or the City elects to discontinue its use of such Clearing Agency as a Cleaxing Agency for the 2011 Bonds; then the City, the Registrar and the Paying Agent each shall do or perform or cause to be done or performed all acts or things, not adverse to the rights of the holders of the 2011 Bonds, as are necessary or appropriate to discontinue use of such Clearing Agency as a Clearing Agency for the 2011 Bonds and to transfer the ownership of each of the 2011 Bonds to such person or persons, including any other Clearing Agency, as the holders of the 2011 Bonds may'direct in accordance with this Ordinance. Any expenses of such discontinuance and transfer, including expenses of printing new certificates to evidence the 2011 Bonds, shall be paid by the City. During any time that the 2011 Bonds are held in book-entry form on the books of a Clearing Agency, the Registrar shall be entitled to request and rely upon a certificate or other written representation from the Clearing Agency or any direct or indirect participant with respect to the identity of any beneficial owner of 2011 Bonds as of a record date selected by the Registrar. For purposes of determining whether the consent, advice, direction or demand of a registered owner of a 2011 Bond has been obtained, the Registrar shall be entitled to treat the beneficial owners of the 2011 Bonds as the bondholders and any consent, request, direction, approval, objection or other instrument of such beneficial owner may be obtained in the fashion described in this Ordinance. During any time that the 2011 Bonds are held in book-entry form on the books of a Clearing Agency, the Mayor, the Controller and/or the Registrar are authorized to execute and deliver a Letter of Representations agreement with the Clearing Agency or a Blanket Issuer Letter of Representations (the "DTC Letter of Representations"), and the provisions of any such DTC Letter of Representations or any successor agreement shall control on the matters set forth therein. The Registrar, by accepting the duties of Registrar under this Ordinance, agrees that it will (i) undertake the duties of agent required thereby and that those duties to be undertaken by either the agent or the issuer shall be the responsibility of the Registrar, and (ii) comply with all requirements of the Clearing Agency, including, without limitation, same day funds settlement payment procedures. Further, during any time that the 2011 Bonds are held in book-entry form, the provisions of this section shall control over conflicting provisions in any other section hereof. - 9 -