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(e) Each replacement Bond delivered in accordance with this Section shall constitute <br />an original additional contractual obligation of the City and shall be entitled to the benefits and <br />security of this Indenture to the same extent as the Bond or Bonds in lieu of which such <br />replacement Bond is delivered. <br />Section 3.11. Book -Entry Only System. <br />(a) The Bonds shall initially be issued in book -entry -only form and shall be deposited <br />with DTC, which is hereby appointed to act as the securities depository therefor, in accordance <br />with the letter of representations from the City to DTC. On the Closing Date the definitive Bonds <br />shall be issued in the form of a single typewritten certificate for each maturity thereof registered <br />in the name of Cede & Co., as nominee for DTC. <br />(b) With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, <br />the City and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC <br />Participant or to any Person on behalf of whom such a DTC Participant holds an interest in the <br />Bonds. Without limiting the immediately preceding sentence, the City and the Paying <br />Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the <br />records of DTC, Cede & Co. or any DTC Participant will respect to any ownership interest in the <br />Bonds, (ii) the delivery to any DTC Participant or any other Person, other than an Owner, as <br />shown on the Register, of any notice with respect to the Bonds, including any notice of <br />redemption, or (iii) the payment to any DTC Participant or any other Person, other than an <br />Owner, as shown in the Register of any amount with respect to principal of, premium, if any, or <br />interest on the Bonds. Notwithstanding any other provision of this Indenture to the contrary, the <br />City and the Paying Agent/Registrar shall be entitled to treat and consider the Person in whose <br />name each Bond is registered in the Register as the absolute owner of such Bond for the purpose <br />of payment of principal of, premium, if any, and interest on Bonds, for the purpose of giving <br />notices of redemption and other matters with respect to such Bond, for the purpose of registering <br />transfer with respect to such Bond, and for all other purposes whatsoever. The Paying <br />Agent/Registrar shall pay all principal of, premium, if any, and interest on the Bonds only to or <br />upon the order of the respective Owners as shown in the Register, as provided in this Indenture, <br />and all such payments shall be valid and effective to fully satisfy and discharge the City's <br />obligations with respect to payment of principal of, premium, if any, and interest on the Bonds to <br />the extent of the sum or sums so paid. No Person other than an Owner, as shown in the Register, <br />shall receive a Bond certificate evidencing the obligation of the City to make payments of <br />amounts due pursuant to this Indenture. Upon delivery by DTC to the Paying Agent/Registrar of <br />written notice to the effect that DTC has determined to substitute a new nominee in place of <br />Cede & Co., and subject to the provisions in this Indenture with respect to interest checks or <br />drafts being mailed to the registered owner at the close of business on the Record Date or Special <br />Record Date, as applicable, the word "Cede & Co." in this Indenture shall refer to such new <br />nominee of DTC. <br />24 <br />