10189-12 Authorizing Issuance & sale of additional revenue bonds to provide funds 2012 Sewage Works Construction Fund

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adverse to the rights of the holders of the 2012 Bonds as are necessary or appropriate to accomplish or recognize such book-entry form 2012 Bonds. During any time that the 2012 Bonds remain and are held in book-entry form on the books of a Clearing Agency: (1) any such 2012 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 2012 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 2012 Bond for all purposes of this Ordinance, including, without limitation, the receiving of payment of the principal of and interest on such 2012 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 2012 Bond, including, without limitation, any responsibility or obligation hereunder to maintain accurate records of any interest in any 2012 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 2012 Bond, the receiving of notice or the giving of consent; and (4) the Clearing Agency is not required to present any 2012 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 2012 Bonds to the effect that such Clearing Agency is unable or unwilling to discharge its responsibility as a Clearing Agency for the 2012 Bonds, or the City elects to discontinue its use of such Clearing Agency as a Clearing Agency for the 2012 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 2012 Bonds, as are necessary or appropriate to discontinue use of such Clearing Agency as a Clearing Agency for the 2012 Bonds and to transfer the ownership of each of the 2012 Bonds to such person or persons, including any other Clearing Agency, as the holders of the 2012 Bonds may direct in accordance with this Ordinance. Any expenses of such discontinuance and transfer, including expenses of printing new certificates to evidence the 2012 Bonds, shall be paid by the City. During any time that the 2012 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 2012 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 2012 Bond has been obtained, the Registrar shall be entitled to treat the beneficial owners of the 2012 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. - 9 -