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(f) Book -Entry -Only S. sem. Unless the Bonds are sold by private placement, the <br />Bonds issued in exchange for the Bonds initially issued to the Purchaser shall be initially issued <br />in the form of a separate single fully registered Bond for each of the maturities thereof. Upon <br />initial issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., <br />as nominee of The Depository Trust Company of New York ("DTC"), and except as provided in <br />subsection (g) hereof, all of the outstanding Bonds shall be registered in the name of Cede & Co., <br />as nominee of DTC. <br />With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the <br />City and the Paying Agent/Registrar shall have no responsibility or obligation to any securities <br />brokers and dealers, banks, trust companies, clearing corporations and certain other organizations <br />on whose behalf DTC was created ("DTC Participant") to hold securities to facilitate the <br />clearance and settlement of securities transactions among DTC Participants or to any person on <br />behalf of whom such a DTC Participant holds an interest in the Bonds. Without limiting the <br />immediately preceding sentence, the City and the Paying Agent/Registrar shall have no <br />responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or <br />any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any <br />DTC Participant or any other person, other than a registered owner of Bonds, as shown on the <br />Registration Books, of any notice with respect to the Bonds, or (iii) the payment to any DTC <br />Participant or any other person, other than a registered owner of Bonds, as shown in the <br />Registration Books of any amount with respect to principal of or interest on the Bonds. <br />Notwithstanding any other provision of this Ordinance to the contrary, the City and the Paying <br />Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is <br />registered in the Registration Books as the absolute owner of such Bond for the purpose of <br />payment of principal and interest with respect to such Bond, for the purpose of registering <br />transfers with respect to such Bond, and for all other purposes whatsoever. The Paying <br />Agent/Registrar shall pay all principal of and interest on the Bonds only to or upon the order of <br />the registered owners, as shown in the Registration Books as provided in this Ordinance, or their <br />respective attorneys duly authorized in writing, and all such payments shall be valid and <br />effective to fully satisfy and discharge the City's obligations with respect to payment of principal <br />of and interest on the Bonds to the extent of the sum or sums so paid. No person other than a <br />registered owner, as shown in the Registration Books, shall receive a Bond certificate evidencing <br />the obligation of the City to make payments of principal 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 <br />determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in <br />this Ordinance with respect to interest checks being mailed to the registered owner at the close of <br />business on the Record Date, the words "Cede & Co." in this Ordinance shall refer to such new <br />nominee of DTC. <br />(g) Successor Securities Depository; Transfers Outside Book -Entry -Only System. If the <br />Bonds are subject to the DTC book -entry system, and in the event that the City determines that <br />DTC is incapable of discharging its responsibilities described herein and in the representation <br />letter of the City to DTC or that it is in the best interest of the beneficial owners of the Bonds that <br />