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<br />SECTION 19. BOOK-ENTRY ONLY SYSTEM. It is intended that the Certificates initially be registered
<br />so as to participate in a securities depository system (the "DTC System") with The Depository Trust Company, New
<br />York, New York, or any successor entity thereto ("DTC"), as set forth herein. The definitive Certificates shall be
<br />issued in the form of a separate single definitive Certificate for each maturity. Upon issuance, the ownership of each
<br />such Certificate shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the outstanding
<br />Certificates shall be registered in the name of Cede & Co., as the nominee of DTC. The City and the Paying
<br />AgentlRegistrar are authorized to execute, deliver, and take the actions set forth in such letters to or agreements with
<br />OTC as shall be necessary to effectuate the DTC System, including a "Letter of Representation" (the
<br />"Representation Letter").
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<br />With respect to the Certificates registered in the name of Cede & Co., as nominee of DTC, the City and the
<br />Paying AgentlRegistrar shall have no responsibility or obligation to any broker-dealer, bank, or other financial
<br />institution for which DTC holds the Certificates from time to time as securities depository (a "Oepository
<br />Participant") or to any person on behalf of whom such a Depository Participant holds an interest in the Certificates
<br />(an "Indirect Participant"). 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 DTC,
<br />Cede & Co., or any Oepository Participant with respect to any ownership interest in the Certificates, or (ii) the
<br />delivery to any Depository Participant or any Indirect Participant or any other Person, other than a registered owner
<br />of a Certificate, of any amount with respect to principal of, premium, if any, or interest on the Certificates. While in
<br />the DTC System, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a
<br />Certificate evidencing the obligation of the City to make payments of principal, premium, if any, and interest
<br />pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that
<br />OTC 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 holder, the word "Cede & Co." in this
<br />Ordinance shall refer to such new nominee ofDTC.
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<br />In the event that (a) the City determines that DTC is incapable of discharging its responsibilities described
<br />herein and in the Representation Letter, (b) the Representation Letter shall be terminated for any reason, or (c) DTC
<br />or the City determines that it is in the best interest of the beneficial owners of the Certificates that they be able to
<br />obtain certificated Certificates, the City shall notify the Paying Agent/Registrar, DTC, and Depository Participants
<br />of the availability within a reasonable period of time through DTC of certificated certificates, and the Certificates
<br />shall no longer be restricted to being registered in the name of Cede & Co., as nominee of OTC. At that time, the
<br />City may determine that the Certificates shall be registered in the name of and deposited with a successor depository
<br />operating a securities depository system, as may be acceptable to the City, or such depository's agent or designee,
<br />and if the City and the Paying Agent/Registrar do not select such alternate securities depository system then the
<br />Certificates may be registered in whatever names the registered owners of Certificates transferring or exchanging the
<br />Certificates shall designate, in accordance with the provisions hereof.
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<br />Notwithstanding any other provision of this Ordinance to the contrary, so long as any Certificate is
<br />registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if
<br />any, and interest on such Certificate and all notices with respect to such Certificate shall be made and given,
<br />respectively, in the manner provided in the Representation Letter.
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<br />SECTION 20. OTHER DOCUMENTS. The Mayor and the City Secretary are hereby authorized to
<br />execute and attest to such other documents, certificates, letters of instruction, tax information forms, and other
<br />agreements of any kind which, in the opinion of Bond Counsel, are necessary or advisable in order to issue the
<br />Certificates and verify that the interest on the Certificates will be exempt from gross income of the holders thereof
<br />under current federal tax law.
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<br />SECTION 21. FURTHER PROCEDURES. The Mayor and the City Secretary, and all other officers,
<br />employees, attorneys, and agents of the City and each of them, shall be and they are hereby expressly authorized,
<br />empowered, and directed from time to time and at any time to do and perform all such acts and things and to
<br />execute, acknowledge, and deliver in the name and under the seal and on behalf of the City, all such instruments,
<br />whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of
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