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& Co., as nominee for The Depository Trust Company, New York, New York, and its successors and assigns
<br />("DTC"). Except as provided in this section, all of the outstanding Bonds shall be registered in the Bond
<br />Register in the name of Cede & Co., as nominee of DTC.
<br />7.02. Participants. With respect to Bonds registered in the Bond Register in the name of Cede &
<br />Co., as nominee of DTC, the City, the Registrar, and the Paying Agent shall have no responsibility or obligation
<br />to any broker -dealers, banks, and other financial institutions from time to time for which DTC holds Bonds as
<br />securities depository (the "Participants") or to any other person on behalf of which a Participant holds an
<br />interest in the 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 Bonds;
<br />(ii) the delivery to 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 of
<br />redemption; or (iii) the payment to any Participant or any other person, other than a registered owner of Bonds,
<br />of any amount with respect to principal of, premium, if any, or interest on the Bonds. The City, the Registrar,
<br />and the Paying Agent may treat and consider the person in whose name each Bond is registered in the Bond
<br />Register as the holder and absolute owner of such Bond for the purpose of payment of principal, premium and
<br />interest with respect to such Bond, for the purpose of registering transfers with respect to such Bonds, and for
<br />all other purposes. The Paying Agent shall pay all principal of, premium, if any, and interest on the Bonds only
<br />to or on the order of the respective registered owners, as shown in the registration books kept by the Registrar,
<br />and all such payments shall be valid and effectual to fully satisfy and discharge the City's obligations with
<br />respect to payment of principal of, premium, if any, or interest on the Bonds to the extent of the sum or sums
<br />so paid. No person other than a registered owner of Bonds, as shown in the Bond Register, shall receive a
<br />certificated Bond evidencing the obligation of this Resolution. Upon delivery by DTC to the City Administrator
<br />of a written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co.,
<br />the words "Cede & Co." shall refer to such new nominee of DTC; and upon receipt of such a notice, the City
<br />Administrator shall promptly deliver a copy of the same to the Registrar and Paying Agent.
<br />7.03. Representation Letter. The City has heretofore executed and delivered to DTC a Blanket
<br />Issuer Letter of Representations (the "Representation Letter") which shall govern payment of principal of,
<br />premium, if any, and interest on the Bonds and notices with respect to the Bonds. Any Paying Agent or
<br />Registrar subsequently appointed by the City with respect to the Bonds shall agree to take all action necessary
<br />for all representations of the City in the Representation Letter with respect to the Registrar and Paying Agent,
<br />respectively, to be complied with at all times.
<br />7.04. Transfers Outside Book-EntEy S sue. In the event the City, by resolution of the Council,
<br />determines that it is in the best interests of the persons having beneficial interests in the Bonds that they be able
<br />to obtain Bond certificates, the City shall notify DTC, whereupon DTC shall notify the Participants, of the
<br />availability through DTC of Bond certificates. In such event the City shall issue, transfer, and exchange Bond
<br />certificates as requested by DTC and any other registered owners in accordance with the provisions of this
<br />Resolution. DTC may determine to discontinue providing its services with respect to the Bonds at any time by
<br />giving notice to the City and discharging its responsibilities with respect thereto under applicable law. In such
<br />event, if no successor securities depository is appointed, the City shall issue and the Registrar shall authenticate
<br />Bond certificates in accordance with this resolution and the provisions hereof shall apply to the transfer,
<br />exchange, and method of payment thereof.
<br />7.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution to the
<br />contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC, payments with respect
<br />to principal of, premium, if any, and interest on the Bond and all notices with respect to the Bond shall be made
<br />and given, respectively in the manner provided in DTC's Operational Arrangements, as set forth in the
<br />Representation Letter.
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