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other financial institutions from time to time for which DTC holds Series 2016A Bonds as securities depository (the "Participants") or to any other person on behalf of which a Participant holds an interest in the Series 2016A Bonds, including but not limited to any responsibility Or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest in the Series 2016A Bonds, (ii) the delivery to any Participant or any other person other than a registered owner of Series 2016A Bonds, as shown by the registration books kept by the Registrar, of any notice with respect to the Series 2016A Bonds, including any notice of redemption, or (iii) the payment to any Participant or any other person, other than a registered owner of Series 2016A Bonds, or any amount with respect to principal of, premium, if any, or interest on the Series 2016A Bonds. The City, the Registrar and the Paying Agent may treat and consider the person in whose name each Series 2016A Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Series 2016A Bond for the purpose of payment of principal, premium and interest with respect to such Series 2016A Bond, for the purpose of registering transfers with respect to such Series 2016A Bonds, and for all other purposes. The Paying Agent shall pay all principal of, premium, if any, and interest on the Series 2016A Bonds only to or on the order of the respective registered owners, as shown in the registration books kept by the Registrar, and all such payments shall be valid and effectual to fully satisfy and discharge the City's obligations with respect to payment of principal of, premium, if any, or interest on the Series 2016A Bonds to the extent of the sum or sums so paid. No person other than a registered owner of Series 2016A Bonds, as shown in the registration books kept by the Registrar, shall receive a certificated Series 2016A Bond evidencing the obligation of this resolution. Upon delivery by DTC to the City of a written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and the words "Cede & Co.," shall refer to such new nominee of DTC; and upon receipt of such a notice, the City shall promptly deliver a copy of the same to the Registrar and Paying Agent, if the Paying Agent is other than the Registrar. 6.05. Transfers Outside Book-Entry System. In the event the City, by resolution of the Commission, determines that it is in the best interests of the persons having beneficial interest in the Series 2016A Bonds that they be able to obtain Series 2016A Bond certificates, the City shall notify DTC, whereupon DTC shall notify the Participants, of the availability through DTC of Series 2016A Bond certificates. In such event the City shall issue, transfer and exchange Series 2016A Bond certificates as requested by DTC and any other registered owners in accordance with the provisions of this Resolution. DTC may determine to discontinue providing its services with respect to the Series 2016A Bonds at any time by giving notice to the City and discharging its responsibilities with respect thereto under applicable law. In such event, if no successor securities depository is appointed, the City shall issue and the Registrar shall authenticate Series 2016A Bond certificates in accordance with this resolution and the provisions hereof shall apply to the transfer, exchange and method of payment thereof. 6.06. Payments to Cede & Co.Notwithstanding any other provision of this resolution to the contrary, so long as any Series 2016A Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Series 2016A Bond and all notices with respect to such Series 2016A Bond shall be made and given, respectively in the manner provided in the representation letter executed by the City and on file with DTC. 10 479938v3 JSB EL185-41