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If either the City receives notice from the Clearing Agency which is currently the registered <br /> owner of the Refunding Bonds to the effect that such Clearing Agency is unable or unwilling to <br /> discharge its responsibility as a Clearing Agency for the Refunding Bonds, or the City elects to <br /> discontinue its use of such Clearing Agency as a Clearing Agency for the Refunding Bonds, then <br /> 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 Refunding Bonds, as are <br /> necessary or appropriate to discontinue use of such Clearing Agency as a Clearing Agency for the <br /> Refunding Bonds and to transfer the ownership of each of the Refunding Bonds to such person or <br /> persons, including any other Clearing Agency, as the holder of the Refunding 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 Refunding Bonds, shall be paid by the City. <br /> During any time that the Refunding 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 Refunding Bonds as of a record date selected <br /> by the Registrar. For purposes of determining whether the consent, advice, direction or demand <br /> of a registered owner of a Refunding Bond has been obtained, the Registrar shall be entitled to <br /> treat the beneficial owners of the Refunding Bonds as the bondholders and any consent, request, <br /> direction, approval, objection or other instrument of such beneficial owner may be obtained in the <br /> fashion described in this Ordinance. <br /> During any time that the Refunding Bonds are held in book-entry form on the books of a <br /> Clearing Agency, the Mayor, the Controller and/or the Registrar are authorized to execute and <br /> deliver a Letter of Representations agreement with the Clearing Agency,or a Blanket Issuer Letter <br /> of Representations, and the provisions of any such Letter of Representations or any successor <br /> agreement shall control on the matters set forth therein. The Registrar, by accepting the duties of <br /> Registrar under this Ordinance, agrees that it will(i)undertake the duties of agent required thereby <br /> and that those duties to be undertaken by either the agent or the issuer shall be the responsibility <br /> of the Registrar, and (ii) comply with all requirements of the Clearing Agency, including without <br /> limitation same day funds settlement payment procedures. Further, during any time that the <br /> Refunding Bonds are held in book-entry form, the provisions of Section 8 of this Ordinance shall <br /> control over conflicting provisions in any other section of this Ordinance. <br /> SECTION 9. Form of Refunding Bonds. The form and tenor of the Refunding Bonds <br /> shall be substantially as set forth in Appendix A hereto, all blanks to be filled in properly and all <br /> necessary additions and deletions to be made prior to delivery thereof. <br /> SECTION 10. Issuance, Sale and Delivery of the Refunding Bonds. <br /> (a) The Mayor and Controller are authorized to provide for the sale of the <br /> Refunding Bonds either through a competitive bid sale or by a negotiated sale based upon the <br /> advice provided by the Municipal Advisor with such determination to be set forth in the Closing <br /> Certificate. <br /> (b) If any of the Refunding Bonds are sold by competitive bid, the Controller <br /> shall cause to be published either(i)a notice of such sale two(2)times, at least one(1)week apart, <br /> - 9 - <br />