9523-04 Authorizing the Acquistion, COnstuction and, Installation of Certain Additions

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("Re istrar" or "Paving Agent"). The Registrar is hereby charged with the responsibility of authenticating the 2004 Bonds, and shall keep and maintain books for the registration and transfer of the 2004 Bonds. The Mayor is hereby authorized to enter into such agreements or understandings with any institution serving as Registrar and Paying Agent as will enable the institution to perform the services required of the Registrar and Paying Agent. The Controller is authorized to pay such fees as the institution may charge for the services it provides as Registrar and Paying Agent, and such fees may be paid as fiscal agency charges from the Sinking Fund described herein to pay the principal of and interest on the 2004 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 2004 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 2004 Bonds then outstanding by first-class mail of the removal of the Registrar and Paying Agent. Notices to registered owners of the 2004 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 2004 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. (a) The form and tenor of the 2004 Bonds shall be substantially as set forth in Exhibit A, with all blanks to be filled in properly and all necessary additions and deletions to be made prior to delivery thereof. (b) The 2004 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 "Cleari~:g Age~tcy"), without physical distribution of 2004 Bonds to the purchasers. The following provisions of this section apply in such event: (1) One definitive 2004 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 2004 Bonds as are necessary or appropriate to accomplish or recognize such book-entry form 2004 Bonds. (2) During any time that the 2004 Bonds remain and are held in book-entry form on the books of a Clearing Agency: (1) any such 2004 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 Agreement described below, the Clearing Agency in whose name such 2004 Bond is so registered shall be, and the City, the Registrar and the Paying -7-