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Section 8. Book -Entry System: Limited Obligation of City.
<br />8.01. DTC. The Bonds will be initially issued in the form of a separate single typewritten
<br />or printed fully registered Bond for each of the maturities set forth in Section 1.03 hereof. Upon initial
<br />issuance, the ownership of each Bond will be registered in the registration books kept by the Registrar
<br />in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York,
<br />and its successors and assigns ("DTC"). Except as provided in this section, all of the outstanding
<br />Bonds will be registered in the registration books kept by the Registrar in the name of Cede & Co., as
<br />nominee of DTC.
<br />8.02. 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 time to time for which DTC holds Bonds as securities depository (the "Participants")
<br />or to any other person on behalf of which a Participant holds an interest in the Bonds, including but
<br />not limited to any responsibility or obligation with respect to (i) the accuracy of the records of DTC,
<br />Cede & Co. or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to
<br />any Participant or any other person (other than a registered owner of Bonds, as shown by the
<br />registration books kept by the Registrar), of any notice with respect to the Bonds, including any notice
<br />of redemption, or (iii) the payment to any Participant or any other person, other than a registered
<br />owner of Bonds, of any amount with respect to principal of, premium, if any, or interest on the Bonds.
<br />The City, the Registrar and the Paying Agent may treat and consider the person in whose name each
<br />Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of
<br />such Bond for the purpose of payment of principal, premium and interest with respect to such Bond,
<br />for the purpose of registering transfers with respect to such Bonds, and for all other purposes. The
<br />Paying Agent will pay all principal of, premium, if any, and interest on the Bonds only to or on the
<br />order of the respective registered owners, as shown in the registration books kept by the Registrar,
<br />and all such payments will be valid and effectual to fully satisfy and discharge the City's obligations
<br />with respect to payment of principal of, premium, if any, or interest on the Bonds to the extent of the
<br />sum or sums so paid. No person other than a registered owner of Bonds, as shown in the registration
<br />books kept by the Registrar, will receive a certificated Bond evidencing the obligation of this
<br />resolution. Upon delivery by DTC to the City Finance Director of a written notice to the effect that
<br />DTC has determined to substitute a new nominee in place of Cede & Co., the words "Cede & Co.,"
<br />will refer to such new nominee of DTC; and upon receipt of such a notice, the City Clerk will promptly
<br />deliver a copy of the same to the Registrar and Paying Agent.
<br />8.03. 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 of
<br />principal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds. Any
<br />Paying Agent or Registrar subsequently appointed by the City with respect to the Bonds will agree to
<br />take all action necessary for all representations of the City in the Representation Letter with respect
<br />to the Registrar and Paying Agent, respectively, to be complied with at all times.
<br />8.04. Transfers Outside Book -Entry Sv stem. In the event the City, by resolution of the City
<br />Council, determines that it is in the best interests of the persons having beneficial interests, in the
<br />Bonds that they be able to obtain Bond certificates, the City will notify DTC, whereupon DTC will
<br />EL 185-66-684471.v2 I I
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