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<br />amounts due pursuant to this Order. Upon delivery by DTC to the Paying Agent/Registrar of written notice <br />to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to <br />the provisions in this Order with respect to interest checks or drafts being mailed to the registered Owner at <br />the close of business on the Record Date, the term "Cede & Co." in this Order shall refer to such new <br />nominee ofDTC. <br /> <br />(c) The previous execution and delivery of the Blanket Letter of Representation with respect <br />to obligations ofthe City is hereby ratified and confirmed; and the provisions thereof shall be fully applicable <br />to the Bonds. <br /> <br />Section 3.11. Successor Securities Depository: Transfer Outside Book-Entrv Onlv System. <br /> <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 nTC Participants having Bonds credited to their DTC <br />accounts, as identified by DTC. 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 Order. <br /> <br />Section 3.12. Pavments to Cede & Co. <br /> <br />Notwithstanding any other provision of this Order to the contrary, so long as any Bonds are <br />registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, <br />premium, if any, and interest on such Bonds, and all notices with respect to such Bonds, shall be made and <br />given, respectively, in the manner provided in the Representation Letter. <br /> <br />ARTICLE IV <br /> <br />REDEMPTION OF BONDS BEFORE MATURITY <br /> <br />Section 4.01. Limitation on Redemption. <br /> <br />IV. <br /> <br />The Bonds shall be subject to redemption before scheduled maturity only as provided in this Article <br /> <br />Section 4.02. Redemption of Bonds Prior to Maturity. <br /> <br />The City reserves the option to redeem Bonds maturing on and after August 15,2009, in whole or <br />in part, before their scheduled maturity date, on August 15,2008, or on any date thereafter (such redemption <br />date or dates to be fixed by the City) at a price equal to the principal amount of the Bonds called for <br />redemption plus accrued interest from the most recent interest payment date on which interest has been paid <br />or duly provided for to the redemption date. The City, at least 45 days before the redemption date (unless <br />a shorter period shall be satisfactory to the Paying Agent/Registrar), shall notify the Paying Agent/Registrar <br />of such redemption date and of the principal amount of Bonds to be redeemed. <br /> <br />R,\SMlolAR\ WWSS.99IDOCS\ORDNCFN. WPD <br /> <br />11 <br />