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<br /> any notice with respect to the Bonds, 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
<br /> respect to principal of, premium, if any, or interest on the Bonds. Notwithstanding any other provision
<br /> of this Ordinance to the contrary, the City and the Paying Agent/Registrar shall be entitled to treat and
<br /> consider the person in whose name each Bond is registered in the Register as the absolute Owner of such
<br /> Bond for the purpose of payment of principal of, premium, if any, and interest on the Bonds, for the
<br /> purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of
<br /> registering 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 upon the
<br /> 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 Bonds
<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 Bond certificate evidencing the obligation of the City to make payments of amounts due pursuant
<br /> to this Ordinance. Upon delivery by DTC to the Paying AgentJRegistrar of written notice to the effect
<br /> that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the
<br /> provisions in this Ordinance with respect to interest checks or drafts being mailed to the registered Owner
<br /> at the close of business on the Record Date, the word "Cede & Co." in this Ordinance shall refer to such
<br /> new nominee of DTC.
<br /> (c) The execution and delivery of the Representation Letter is hereby approved with such
<br /> changes as may be approved by the Mayor of the City. and such officer is hereby authorized to execute
<br /> such Representation Letter.
<br /> .
<br /> Section 3.11. Successor Securities Depositorv: Transfer Outside Book-Entrv Onlv System.
<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
<br /> a successor securities depository, qualified to act as such under Section 17(a) of the Securities and
<br /> Exchange Act of 1934, as amended, notify DTC and DTC Participants, as idemified by DTC, of the
<br /> ~ appointment of such successor securities depository and transfer one or more separate Bonds to such
<br /> successor securities depository or (ii) notify DTC and DTC Participants, as identified by DTC, of the
<br /> availability through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having
<br /> Bonds credited to their DTC accounts, as identií1ed by DTC. In such event, the Bonds shall no longer
<br /> be restricted to being registered in the Register in the name of Cede & Co., as nominee of DTC, but may
<br /> be registered in the name of the successor securities depository, or its nominee, or in whatever name or
<br /> names Owners transferring or exchanging Bonds shall designate, in accordance with the provisions of this
<br /> Ordinance.
<br /> Section 3.12. Pavments to Cede & Co.
<br /> Notwithstanding any other provision of this Ordinance 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
<br /> and given, respectively, in the manner provided in the Representation Letter.
<br /> s. '-NMAR\ QO9.<\DQ CS\ 0 RD NCE:HBB P 10
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