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<br />(b) The City hereby further appoints the Paying Agent/Registrar to act <br />as the paying agent for paying the principal of and interest on the Bonds. The <br />Paying Agent/Registrar shall keep proper records of all payments made by the City <br />and the Paying Agent/Registrar with respect to the Bonds, and of all conversions, <br />exchanges and replacements of such Bonds, as provided in the Ordinance. <br /> <br />Section 5.02. Qualifications. <br /> <br />Each Paying Agent/Registrar shall be (i) a bank, trust company, financial <br />institution, or other entity duly qualified and legaHy authorized under the laws of <br />the United States or of any state thereof, (ii) authorized under such laws to exercise <br />trust powers, (iii) subject to supervision or examination by a federal or state <br />governmental authority, and (iv) a single entity. Each successor Paying <br />Agent/Registrar shaH have a combined capital and surplus of not less than <br />$50,000,000 at the time of its appointment as such successor. <br /> <br />Section 5.03. Maintaining Paying Agent/Registrar. <br /> <br />(a) At all times while any Bonds are outstanding, the City will maintain a <br />Paying Agent/Registrar that is qualified under Section 5.02 of this Ordinance. <br /> <br />(b) If the Paying Agent/Registrar resigns or otherwise ceases to serve as <br />such, the City will promptly appoint a replacement. <br /> <br />(c) The execution and delivery of a Paying Agent/Registrar Agreement, <br />as presented at the meeting at which this Ordinance was considered, specifying the <br />duties and responsibilities of the City and the Paying Agent/Registrar, is hereby <br />approved with such changes as may be approved by the Mayor of the City, and the <br />Mayor of the City is hereby authorized to execute such agreement. <br /> <br />Section 5.04. Termination. <br /> <br />The City reserves the right to terminate the appointment of any Paying <br />Agent/Registrar by delivering to the entity whose appointment is to be terminated a <br />certified copy of a resolution of the City (i) giving notice of the termination of the <br />appointment and of the Paying Agent/Registrar Agreement, stating the effective <br />date of such termination, and (ii) appointing a successor Paying Agent/Registrar. <br /> <br />Section 5.05. Notice of Change to Bondholders. <br /> <br />Promptly upon each change in the entity serving as Paying Agent/Registrar, <br />the City will cause notice of the change to be sent to each Bondholder and to the <br />Bond Insurer by first class United States mail, postage prepaid, at the address in the <br />Register, stating the effective date of the change and the name and mailing address <br />of the replacement Paying Agent/Registrar. <br /> <br />Section 5.06. Agreement to Perform Duties and Functions. <br /> <br />By accepting the appointment as Paying Agent/Registrar, the Paying <br />Agent/Registrar is deemed to have agreed to the provisions of this Ordinance and <br /> <br />l659f <br /> <br />-15- <br />