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<br /> <br /> <br /> <br /> <br /> <br /> of the outstanding Certificates of Obligation shall be registered in the name of Cede & Co., <br /> as nominee of DTC. <br /> <br /> With respect to Certificates of Obligation registered in the name of Cede & Co., as <br /> nominee of DTC, the Issuer and the Paying Agent/Registrar shall have no responsibility or <br /> obligation to any DTC Participant or to any person on behalf of whom such a DTC <br /> Participant holds an interest on the Certificates of Obligation. Without limiting the <br /> immediately preceding sentence, the Issuer and the Paying Agent/Registrar shall have no <br /> responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & <br /> Co. or any DTC Participant with respect to any ownership interest in the Certificates of <br /> Obligation, (ii) the delivery to any DTC Participant or any other person, other than a <br /> Certificate of Obligation holder, as shown on the Registration Books, of any notice with <br /> respect to the Certificates of Obligation, including any notice of redemption, or (iu) the <br /> payment to any DTC Participant or any other person, other than a Certificate of Obligation <br /> holder, as shown in the Registration Books of any amount with respect to principal of, <br /> premium, if any, or interest on, as the case may be, the Certificates of Obligation. <br /> Notwithstanding any other provision of this Ordinance to the contrary, the Issuer and the <br /> Paying Agent/Registrar shall be entitled to treat and consider the person in whose name <br /> each CertiScate of Obligation is registered in the Registration Books as the absolute owner <br /> of such Certificate of Obligation for the purpose of payment of principal, premium, if any, <br /> and interest, as the case may be, with respect to such Certificate of Obligation, for the <br /> purpose of giving notices of redemption and other matters with respect to such Certificate <br /> of Obligation, for the purpose of registering transfers with respect to such Certificate of <br /> Obligation, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all <br /> principal ot premium, if any, and interest on the CertiScates of Obligation only to or upon <br /> the order of the respective owners, as shown in the Registration Books as provided in this <br /> Ordinance, or their respective attomeys duly suthorized in writing, and all such payments <br /> shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect <br /> to payment of principal ot premium, ff any, and interest on, or as the case may be, the <br /> Certificates of Obligation to the extent of the sum or sums so paid. No person other than <br /> an owner, as shown in the Registration Books, shall receive a Certificate of Obligation <br /> certificate evidencing the obligation of the Issuer to make payments of principal, premium, <br /> if any, and interest, as the case may be, pursuant to this Ordinance. Upon delivery by DTC <br /> to the Paying Agent/Registraz of written notice to the effect that DTC has determined to <br /> substitute a new nominee in place of Cede & Co., and subject to the provisions in this <br /> Ordinance with respect to interest checks being mailed to the registered owner at the close <br /> of business on the Record Date, the word "Cede & Co." in this Ordinance shall refer to such <br /> new nominee of DTC. <br /> <br /> (i) Successor Securities DeRositoM Transfers Outside Book-Entrv Onlv Svstem. In <br /> the event that the Issuer or the Paying Agent/Registrar determines that DTC is incapable <br /> of discharging its responsi'bilities described herein and in the representation letter of the <br /> Issuer to DTC and that it is in the best interest of the beneficial owners of the Certificates <br /> of Obligation that they be able to obtain certificated Certificates of Obligation, the Issuer <br /> <br /> 16 <br />