Refunding of Outstanding Sewage Works Revenue Bonds of 2006, 2007B in the Principal Amount not to Exceed $28,000,000

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One definitive 2015 Bond of each maturity shall be delivered to the Clearing Agency (or its agent) and held in its custody. The City and Registrar 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 2015 Bonds as are necessary or appropriate to accomplish or recognize such book-entry form 2015 Bonds. During any time that the 2015 Bonds are held in book-entry form on the books of a Clearing Agency, (1) any such 2015 Bond may be registered upon Registration Record in the name of such Clearing Agency, or any nominee thereof, including Cede & Co.; (2) the Clearing Agency in whose name such 2015 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 2015 Bond for all purposes of this Ordinance, including, without limitation, the receiving of payment of the principal of and interest and premium, if any, on such 2015 Bond, the receiving of notice and the giving of consent; (3) 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 2015 Bond, including, without limitation, any responsibility or obligation hereunder to maintain accurate records of any interest in any 2015 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 2015 Bond, the receiving of notice or the giving of consent; and (4) the Clearing Agency is not required to present any 2015 Bond called for partial redemption, if any, prior to receiving payment so long as the Registrar and 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 2015 Bonds to the effect that such Clearing Agency is unable or unwilling to discharge its responsibility as a Clearing Agency for the 2015 Bonds, or the City elects to discontinue its use of such Clearing Agency as a Clearing Agency for the 2015 Bonds, then the City and the 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 2015 Bonds, as are necessary or appropriate to discontinue use of such Clearing Agency as a Clearing Agency for the 2015 Bonds and to transfer the ownership of each of the 2015 Bonds to such person or persons, including any other Clearing Agency, as the holder of the 2015 Bonds may direct in accordance with this Ordinance. Any expenses of such discontinuance and transfer, including expenses of printing new certificates to evidence the 2015 Bonds, shall be paid by the City. During any time that the 2015 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 participant or indirect participant with respect to the identity of any beneficial owner of the 2015 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 2015 Bond has been obtained, the Registrar shall be entitled to treat the beneficial owners of the 2015 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. 8