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<br />1934, as amended, to carry out the functions of DTC or such successor new <br />depository; or <br /> <br />(3) upon the resignation of DTC or a successor or new depository <br />under clause (1) or clause (2) of this paragraph (a), or a determination of the City <br />Council that DTC or such successor or new depository is no longer able to carry <br />out its functions, and the failure by the City Council, after reasonable <br />investigation, to locate another qualified depository institution under clause (2) to <br />carry out such depository functions. <br /> <br />B. In the case of a transfer to a successor ofDTC or its nominee as referred to <br />in clause (1) of paragraph (a) hereof or designation of a new depository pursuant to clause (2) of <br />paragraph (a) hereof, upon receipt of the Outstanding Bonds by the Registrar, together with <br />written instructions for transfer satisfactory to the Registrar, a new Bond for each maturity of the <br />Bonds then Outstanding shall be issued to such successor or new depository, as the case may be, <br />or its nominee, as is specified in such written transfer instructions. In the case of a resignation or <br />determination under clause (3) of paragraph (a) hereof and the failure after reasonable <br />investigation to locate another qualified depository institution for the Bonds as provided in <br />clause (3) of paragraph (a) hereof, and upon receipt of the Outstanding Bonds by the Registrar, <br />together with written instructions for transfer satisfactory to the Registrar, new Bonds shall be <br />issued in the denominations of $5,000 or any integral multiple thereof, as provided in and subject <br />to the limitations of Section 10 hereof, registered in the names of such persons, and in such <br />authorized denominations as are requested in such written transfer instructions; however, the <br />Registrar shall not be required to deliver such new Bonds within a period of less than 60 days <br />from the date of receipt of such written transfer instructions. <br /> <br />C. The City Council, the Registrar and the Paying Agent shall be entitled to <br />treat the registered owner of any Bond as the absolute owner thereof for all purposes hereof and <br />any applicable laws, notwithstanding any notice to the contrary received by any or all of them <br />and the City Council, the Registrar and the Paying Agent shall have no responsibility for <br />transmitting payments to the beneficial owners of the Bonds held by DTC or any successor or <br />new depository named pursuant to paragraph (a) hereof. <br /> <br />21 <br />