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New York, and its successors and assigns ("DTC"). Except as provided in this section, all of the
<br /> outstanding Bonds will be registered in the registration books kept by the Registrar in the name of
<br /> Cede & Co., as nominee of D,rc.
<br /> 7.02. Participants. With respect to Bonds registered in the registration books kept by the
<br /> Registrar in the name of Cede & Co., as nominee of DTC, the City, the Registrar and the Paying
<br /> Agent will have no responsibility or obligation to any broker dealers, banks and other financial
<br /> institutions from tn'-ne to time for which DTC holds Bonds as securities depository
<br /> (the "Participants") or to any other person on behalf of whl'ch a Participant holds an interest in the
<br /> Bonds,including but not limited to any responsibility or obligation with respect to (i) the accuracy of
<br /> the records of DTC, Cede & Co. or any Participant with respect to any ownership interest in the
<br /> Bonds, (ii) the delivery to any Participant or any other person (other than a registered owner of
<br /> Bonds, as shown by the registration books kept by the y Registrar),istrar), of an notice with respect to the
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<br /> Bonds, including any notice of redemption, or (iii) the payment to any Participant or any other
<br /> person, other than a registered owner of Bonds, of any amount with respect to principal of,
<br /> premium, if any, or interest on the Bonds. The City, the Registrar and the Paying Agent may treat
<br /> and consider the person in whose name each Bond is registered in the registration books kept by the
<br /> Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal,
<br /> premium and interest with respect to such Bond, for the purpose of registering transfers with
<br /> respect to such Bond, and for all other purposes. The Paying Agent will pay an principal of,
<br /> premium, if any, and interest on the Bonds only to or on the order of the respective registered
<br /> owners, as shown in the registration books kept by the Registrar, and all such payments will be valid
<br /> and effectual, to fully satisfy and discharge the City's obligations with respect to payment of principal
<br /> of, premium, if any, or interest on the Bonds to the extent of the sum or sums so paid. No person
<br /> other than a registered owner of Bonds, as shown in the registration books kept by the Registrar,
<br /> will receive 2 certificated Bond evidencing the obligation of this resolution. Upon delivery by DTC
<br /> to the City Finance Director of a written notice to the effect that DTC has determined to substitute
<br /> a new nominee in place of Cede & Co., the words "Cede & Co." will refer to such new nominee of
<br /> DTC; and upon receipt of such a notice, the City Finance Director will promptly deliver a copy of
<br /> the same to the Registrar and Paying Agent.
<br /> 7.03, Representation Letter, The City, has heretofore executed and delivered to DTC a
<br /> Blanket Issuer Letter of Representations (the "Representation Letter") which shall govern payment
<br /> of principal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds.
<br /> Any Paying Agent or Registrar subsequently appointed by the City with respect to the Bonds will
<br /> agree to take all action necessary for all representations of the City in the Representation I.,etter with
<br /> respect to the Registrar and Paying Agent, respectively, to be complied with at an times.
<br /> 7.04 Transfers Outside Book Entry System. In the event the City, by resolution of the
<br /> City Council, determines that it is in the best interests of the persons having beneficial interests in
<br /> the Bonds that they be able to obtain Bond certificate, the City will notify DTC, whereupon DTC
<br /> will notify the Participants, of the availability through DTC of Bond certificates. In such event the
<br /> City will issue, transfer and exchange Bond certificates as requested by DTC and any other
<br /> registered owner in accordance with the provisions of this Resolution. DTC may determine to
<br /> discontinue providing its services with respect to the Bonds at any time by giving notice to the City
<br /> and discharging its responsibilities with respect thereto under applicable law. In such event, if no
<br /> successor securities depository is appointed, the City will issue and the Registrar will authenticate
<br /> 445655v4 JSB ELI S5-27 9
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