8359-93 Revenue Bonds Refund Outstanding Sewage Segregation

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r { r The 1993 Bonds shall 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 bonds to the public. One definitive 1993 Bond of each maturity shall be delivered to the Clearing Agency and held in its custody. The City and the Registrar and Paying Agent may, in connection herewith, do or perform or cause to be done or performed any acts or things not adverse to the rights of the holders of the 1993 Bonds as are necessary or appropriate to accomplish or recognize such book-entry form 1993 Bonds. So long as the 1993 Bonds remain and are held in book-entry form on the books of a Clearing Agency, then (1) any such 1993 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) the Clearing Agency in whose name such 1993 Bond is so registered shall be, and the City and the Registrar and Paying Agent may deem and treat such Clearing Agency as, the absolute owner and holder of such 1993 Bond for all purposes of this Ordinance, including, without limitation, the receiving of payment of the principal of, premium, if any, and interest on such 1993 Bond, the receiving of notice and giving of consent; (3) neither the City nor the Registrar and 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 1993 Bond, including, without limitation, any responsibility or obligation hereunder to maintain accurate records of any interest in any 1993 Bond or any responsibility or obligation hereunder with respect to the receiving of payment of principal of, premium, if any, or interest on any 1993 Bonds, the receiving of notice or the giving of consent; and (4) the Clearing Agency is not required to present any 1993 Bond called for partial redemption prior to receiving payment so long as the Registrar and the Clearing Agency have agreed to the method for noting such partial redemption. If the City receives notice from the Clearing Agency which is currently the registered owner of the 1993 Bonds to the effect that such Clearing Agency is unable or unwilling to discharge its responsibility as a Clearing Agency for the 1993 Bonds or the City elects to discontinue its use of such Clearing Agency as a Clearing Agency for the 1993 Bonds, then the City and Registrar and 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 1993 Bonds, as are necessary or appropriate to discontinue use of such Clearing Agency as a Clearing Agency for the 1993 Bonds and to transfer the ownership of each of the 1993 Bonds to such person or persons, including any other Clearing Agency, as the holders of the 1993 Bonds may direct in accordance with this Ordinance. Any expenses of such discontinuance and transfer, including expenses of printing new certificates to evidence the 1993 Bonds, shall be paid by the City. So long as the 1993 Bonds remain and 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 participant or indirect participant with respect to the identity of any beneficial owner of 1993 Bonds as of a record date selected by the Registrar. For purposes of determining whether the consent, advice, direction nr demand of a registered owner of a 1993 Bond has been obtained,