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<br />e
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<br />· ORIGINAL
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<br />issued in the fonn of a separate single definitive Bond for each maturity. Upon issuance, the ownership of each
<br />such Bond shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the outstanding
<br />Bonds shall be registered in the name of Cede & Co., as the nominee of DTC. The City and the Paying
<br />Agent/Registrar are authorized to execute, deliver, and take the actions set forth in such letters to or agreements
<br />with DTC 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 Bonds registered in the name of Cede & Co., as nominee of DTC, the City and the
<br />Paying Agent/Registrar shall have no responsibility or obligation to any broker-dealer, bank, or other financial
<br />institution for which DTC holds the Bonds from time to time as securities depository (a "Depository Participant")
<br />or to any person on behalf of whom such a Depository Participant holds an interest in the Bonds (an "Indirect
<br />Participant"). Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall
<br />have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any
<br />Depository Participant with respect to any ownership interest in the Bonds, or (ii) the delivery to any Depository
<br />Participant or any Indirect Participant or any other Person, other than a registered owner of a Bond, of any amount
<br />with respect to principal of, premium, if any, or interest on the Bonds. While in the DTC System, no person
<br />other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a Bond evidencing the
<br />obligation of the City to make payments of principal, premium, if any, and interest pursuant to this Ordinance.
<br />Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has detennined to
<br />substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect
<br />to interest checks or drafts being mailed to the holder, the word "Cede & Co." in this Ordinance shall refer to
<br />such new nominee of DTC.
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<br />In the event that (a) the City detennines that DTC is incapable of discharging its responsibilities described
<br />herein and in the Representation Letter, (b) the Representation Letter shall be tenninated for any reason, or (c)
<br />DTC or the City detennines that it is in the best interest of the beneficial owners of the Bonds that they be able
<br />to obtain certificated Bonds, 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 Bonds shall
<br />no longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. At that time, the City
<br />may detennine that the Bonds 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 />Bonds may be registered in whatever names the registered owners of Bonds transferring or exchanging the Bonds
<br />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 Bond is registered
<br />in the name of Cede & Co., as nominee ofDTC, all payments with respect to principal of, premium, if any, and
<br />interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the
<br />manner provided in the Representation Letter.
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<br />Section 10. DAMAGED. MUTILATED. LOST. STOLEN. OR DESTROYED BONDS. (a) Reolacement
<br />Bonds. In the event any outstanding Bond is damaged, mutilated, lost, stolen, or destroyed, the Paying
<br />Agent/Registrar shall cause to be printed, executed, and delivered, a new bond of the same principal amount,
<br />maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Bond, in replacement for such
<br />Bond in the manner hereinafter provided.
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<br />(b) Aoolication for Reolacement Bonds. Application for replacement of damaged, mutilated, lost, stolen,
<br />or destroyed Bonds shall be made by the registered owner thereof to the Paying Agent/Registrar. In every case
<br />of loss, theft, or destruction of a Bond, the registered owner applying for a replacement bond shall furnish to the
<br />City and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of
<br />them hannless from any loss or damage with respect thereto. Also, in every case of loss, theft, or destruction
<br />of a Bond, the registered owner shall furnish to the City and to the Paying Agent/Registrar evidence to their
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<br />II
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