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maturities thereof. Upon initial issuance, the ownership of each such Certificate shall be
<br /> registered in the name of Cede & Co., as nominee of DTC, and except as provided in subsection
<br /> (b) hereof, all of the Outstanding Certificates shall be registered in the name of Cede & Co., as
<br /> nominee of DTC. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the
<br /> effect that DTC has deretermined to substitute a new nominee in place of Cede & Co., and
<br /> subject to the provisions in this Ordinance with respect to interest checks being mailed to the
<br /> Registered Owner at the close of business on the Record Date, the word "Cede & Co." in this
<br /> Ordinance shall refer to such new nominee of DTC.
<br /> With respect to Certificates registered in the name of Cede & Co., as nominee of DTC,
<br /> the City and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC
<br /> Participant or to any person on behalf of whom such a DTC Participant holds an interest in the
<br /> Certificates. Without limiting the immediately preceding sentence, the City and the Paying
<br /> Agent/Registrar shall have no responsibility or obligation with respect to (a) the accuracy of the
<br /> records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in
<br /> the Certificates, (b) the delivery to any DTC Participant or any other person, other than a holder
<br /> of the Certificate, as shown on the Register, of any notice with respect to the Certificates,
<br /> including any notice of redemption or (c) the payment to any DTC Participant or any other
<br /> person, other than a holder of the Certificate, as shown in the Register of any amount with
<br /> respect to principal of Certificates,premium, if any, or interest on the Certificates.
<br /> Except as provided in subsection (c) of this Section 3.9, the City and the Paying
<br /> Agent/Registrar shall be entitled to treat and consider the person in whose name each Certificate
<br /> is registered in the Register as the absolute owner of such Certificate for the purpose of payment
<br /> of principal of, premium, if any, and interest on Certificates, for the purpose of giving notices of
<br /> redemption and other matters with respect to such Certificate, for the purpose of registering
<br /> transfer with respect to such Certificate, and for all other purposes whatsoever. The Paying
<br /> Agent/Registrar shall pay all principal of Certificates, premium, if any, and interest on the
<br /> Certificates only to or upon the order of the respective owners, as shown in the Register as
<br /> provided in this Ordinance, or their respective attorneys duly authorized in writing, and all such
<br /> payments shall be valid and effective to fully satisfy and discharge the City's obligations with
<br /> respect to payment of principal of, premium, if any, and interest on the Certificates to the extent
<br /> of the sum or sums so paid. No person other than an owner shall receive a Certificate evidencing
<br /> the obligation of the City to make payments of amounts due pursuant to this Ordinance.
<br /> (b) Payments and Notices to Cede & Co. Notwithstanding any other provision of this
<br /> Ordinance to the contrary, as long as any Certificates are registered in the name of Cede & Co.,
<br /> as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on
<br /> the Certificates, and all notices with respect to such Certificates shall be made and given,
<br /> respectively, in the manner provided in the representation letter of the City to DTC.
<br /> (c) Successor Securities Depository; Transfer Outside Book-Entry Only System. In
<br /> 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 of the City to
<br /> DTC, and that it is in the best interest of the beneficial owners of the Certificates that they be
<br /> able to obtain certified Certificates, the City or the Paying Agent/Registrar shall (a) appoint a
<br /> successor securities depository, qualified to act as such under Section 17(a) of the Securities and
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<br /> HOU:3746876.1
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