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<br />any person on behalf of whom such a DTC Participant holds an interest in the Certificates, except as
<br />provided in this Ordinance. 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 records of
<br />DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Certificates, (ii) the
<br />delivery to any DTC Participant or any other person, other than an Owner, as shown on the Register, of any
<br />notice with respect to the Certificates, including any notice of redemption, or (iii) the payment to any DTC
<br />Participant or any other person, other than an Owner, as shown in the Register of any amount with respect
<br />to principal of, premium, if any, or interest on the Certificates. Notwithstanding any other provision of this
<br />Ordinance to the contrary, the City and the Paying Agent/Registrar shall be entitled to treat and consider the
<br />person in whose name each Certificate is registered in the Register as the absolute Owner of such Certificate
<br />for the purpose of payment of principal of, premium, if any, and interest on the Certificates, for the purpose
<br />of giving notices of redemption and other matters with respect to such Certificate, for the purpose of
<br />registering transfer with respect to such Certificate, and for all other purposes whatsoever. The Paying
<br />Agent/Registrar shall pay all principal of, premium, if any, and interest on the Certificates only to or upon
<br />the order of the respective Owners, as shown in the Register as provided in this Ordinance, or their respective
<br />attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and
<br />discharge the City's obligations with respect to payment of, premium, if any, and interest on the Certificates
<br />to the extent of the sum or sums so paid. No person other than an Owner, as shown in the register, shall
<br />receive a Certificate evidencing the obligation of the City to make payments of amounts due pursuant to this
<br />Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC
<br />has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this
<br />Ordinance with respect to interest checks or drafts being mailed to the registered Owner at the close of
<br />business on the Record Date, the word "Cede & Co." in this Ordinance shall refer to such new nominee of
<br />DTC.
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<br />(c) The City Council's previous approval and the execution and delivery of the Representation
<br />Letter is hereby ratified, confirmed and approved, and shall be effective according to its terms, with respect
<br />to the Certificates.
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<br />Section 3.1 1. Successor Securities Depository: Transfer Outside Book-Entry Onlv SYstem.
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<br />In the event that the City or the Paying AgentlRegistrar 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 Certificates that they be able to obtain certificated Certificates, or in
<br />the event DTC discontinues the services described herein, the City or the Paying Agent/Registrar shall (i)
<br />appoint a successor securities depository, qualified to act as such under Section 17(a) ofthe Securities and
<br />Exchange Act of 1934, as amended, notify DTC and DTC Participants, as identified by DTC, of the
<br />appointment of such successor securities depository and transfer one or more separate Certificates to such
<br />successor securities depository or (ii) notify DTC and DTC Participants, as identified by DTC, of the
<br />availability through DTC of Certificates and transfer one or more separate Certificates to DTC Participants
<br />having Certificates credited to their DTC accounts, as identified by DTC. In such event, the Certificates shall
<br />no longer be restricted to being registered in the Register in the name of Cede & Co., as nominee of DTC,
<br />but may be registered in the name of the successor securities depository, or its nominee, or in whatever name
<br />or names Owners transferring or exchanging Certificates shall designate, in accordance with the provisions
<br />of this Ordinance.
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