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Bonds, including but not limited to any responsibility or obligation with respect to (i) the accuracy
<br />of 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 Registrar), of any notice with respect to the
<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 respect
<br />to such Bonds, and for all other purposes. The Paying Agent will pay all principal of, premium, if
<br />any, and interest on the Bonds only to or on the order of the respective registered owners, as shown
<br />in the registration books kept by the Registrar, and all such payments will be valid and effectual to
<br />fully satisfy and discharge the City's obligations with respect to payment of principal of, premium,
<br />if any, or interest on the Bonds to the extent of the sum or sums so paid. No person other than a
<br />registered owner of Bonds, as shown in the registration books kept by the Registrar, will receive a
<br />certificated Bond evidencing the obligation of this resolution. Upon delivery by DTC to the City
<br />Finance Director of a written notice to the effect that DTC has determined to substitute a new
<br />nominee in place of Cede & Co., the words "Cede & Co.," will refer to such new nominee of DTC;
<br />and upon receipt of such a notice, the City Clerk will promptly deliver a copy of the same to the
<br />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 will 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 Letter with
<br />respect to the Registrar and Paying Agent, respectively, to be complied with at all 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 certificates, 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 owners 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 />Bond certificates in accordance with this resolution and the provisions hereof will apply to the
<br />transfer, exchange and method of payment thereof.
<br />7.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution to
<br />the contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC,
<br />payments with respect to principal of, premium, if any, and interest on the Bond and all notices with
<br />respect to the Bond will be made and given, respectively in the manner provided in DTC's
<br />Operational Arrangements, as set forth in the Representation Letter.
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