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<br />(a) The definitive Bonds shall be initially issued in the form of a separate single fully registered
<br />Bond for each of the maturities thereof. Upon initial issuance, the ownership of each such Bond shall be
<br />registered in the name of Cede & Co., as nominee ofDTC, and except as provided in Section 3.11 hereof,
<br />all of the outstanding Bonds shall be registered in the name of Cede & Co., as nominee ofDTC.
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<br />(b) With respect to Bonds registered in the name of Cede & Co., as nominee ofDTC, the City
<br />and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC Participant or to any
<br />person on behalf of whom such a DTC Participant holds an interest in the Bonds, except as provided in this
<br />Ordinance. Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar
<br />shall have no responsibility or obligation with respect to (i) the accuracy of the records ofDTC, Cede & Co.
<br />or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC
<br />Participant or any other person, other than an Owner, as shown on the Register, of any notice with respect
<br />to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other
<br />person, other than an Owner, as shown in the Register of any amount with respect to principal of, premium,
<br />if any, or interest on the Bonds. Notwithstanding any other provision of this Ordinance to the contrary, the
<br />City and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each
<br />Bond is registered in the Register as the absolute Owner of such Bond for the purpose of payment of
<br />principal of, premium, if any, and interest on the Bonds, for the purpose of giving notices of redemption and
<br />other matters with respect to such Bond, for the purpose of registering transfer with respect to such Bond,
<br />and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of, premium, if
<br />any, and interest on the Bonds only to or upon the order of the respective Owners, as shown in the Register
<br />as provided in this Ordinance, or their respective attorneys duly authorized in writing, and all such payments
<br />shall be valid and effective to fully satisfy and discharge the City's obligations with respect to payment of,
<br />premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. No person other than
<br />an Owner, as shown in the register, shall receive a Bond certificate evidencing the obligation of the City to
<br />make payments of amounts due pursuant to this Ordinance. Upon delivery by DTC to the Paying
<br />Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place
<br />of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or drafts being
<br />mailed to the registered Owner at the close of business on the Record Date, the term "Cede & Co." in this
<br />Ordinance shall refer to such new nominee of DTC.
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<br />( c) The previous execution and delivery of the Blanket Letter of Representation with respect
<br />to obligations of the City is hereby ratified and confirmed; and the provisions thereof shall be fully applicable
<br />to the Bonds.
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<br />Section 3.11. Successor Securities Depository; Transfer Outside Book-Entry Only System.
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<br />In the event that the City or the Paying Agent/Registrar determines that DTC is incapable of
<br />discharging its responsibilities described herein and in the Representation Letter, and that it is in the best
<br />interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, or in the event
<br />DTC discontinues the services described herein, the City or the Paying Agent/Registrar shall (i) appoint a
<br />successor securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange
<br />Act of 1934, as amended, notify DTC and DTC Participants, as identified by DTC, of the appointment of
<br />such successor securities depository and transfer one or more separate Bonds to such successor securities
<br />depository or (ii) notify DTC and DTC Participants, as identified by DTC, of the availability through DTC
<br />of Bonds and transfer one or more separate Bonds to DTC Participants having Bonds credited to their DTC
<br />accounts, as identified by DTe. In such event, the Bonds shall no longer be restricted to being registered
<br />in the Register in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the
<br />successor securities depository, or its nominee, or in whatever name or names Owners transferring or
<br />exchanging Bonds shall designate, in accordance with the provisions of this Ordinance.
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