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<br />and Registrar in the name of Cede & Co., as nominee for The Depository Trust Company, New
<br />ark, New York, and its successors and assigns (DTC). Except as provided in this section, all of
<br />e outstanding Bonds will be registered in the registration books kept by the Bond Registrar in the
<br />ame of Cede & Co., as nominee of DTC.
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<br />7.02. With respect to Bonds registered in the registration books kept by the Bond Registrar
<br />n the name of Cede & Co., as nominee of DTC, the City, the Bond Registrar and the Paying Agent
<br />ill have no responsibility or obligation to any broker dealers, banks and other financial
<br />nstitutions from time to time for which DTC holds Bonds as securities depository (Participants) or
<br />o any other person on behalf of which a Participant holds an interest in the Bonds, including but
<br />at limited to any responsibility or obligation with respect to (i) the accuracy of the records of
<br />TC, Cede & Co. or any Participant with respect to any ownership interest in the Bonds, (ii) the
<br />elivery to any Participant or any other person (other than a registered owner of Bonds, as shown
<br />y the registration books kept by the Bond Registrar,) of any notice with respect to the Bonds,
<br />neluding any notice of redemption, or (iii) the payment to any Participant or any other person,
<br />ther than a registered owner of Bonds, of any amount with respect to principal of, premium, if
<br />y, or interest on the Bonds. The City, the Bond Registrar and the Paying Agent may treat and
<br />onsider the person in whose nan1e each Bond is registered in the registration books kept by the
<br />and Registrar as the holder and absolute owner of such Bond for the purpose of payment of
<br />rincipal, premium and interest with respect to such Bond, for the purpose of registering transfers
<br />ith respect to such Bonds, and for all other purposes. The Paying Agent will pay all principal of,
<br />remium, if any, and interest on the Bonds only to or on the order of the respective registered
<br />wners, as shown in the registration books kept by the Bond Registrar, and all such payments will
<br />e valid and effectual to fully satisfy and discharge the City's obligations with respect to payment
<br />f principal of, premium, if any, or interest on the Bonds to the extent of the sum or sums so paid.
<br />o person other than a registered owner of Bonds, as shown in the registration books kept by the
<br />and Registrar, will receive a certificated Bond evidencing the obligation of this resolution. Upon
<br />elivery by DTC to the City Finance Director of a written notice to the effect that DTC has
<br />etermined to substitute a new nominee in place of Cede & Co., the words "Cede & Co.," will
<br />efer to such new nominee of DTC; and upon receipt of such a notice, the City Finance Director
<br />ill promptly deliver a copy of the same to the Bond Registrar and Paying Agent.
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<br />7.03. Representation Letter. The City has heretofore executed and delivered to DTC a
<br />lanket Issuer Letter of Representations (Representation Letter) which shall govern payment of
<br />rincipal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds.
<br />ny Paying Agent or Bond Registrar subsequently appointed by the City with respect to the Bonds
<br />ill agree to take all action necessary for all representations of the City in the Representation letter
<br />with respect to the Bond Registrar and Paying Agent, respectively, to be complied with at all
<br />times.
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<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
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<br />SJB-252 4vl
<br />NE136-1
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