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<br />7.02. With respect to Bonds registered in the registration books kept by the Bond <br />Registrar in the name of Cede & Co., as nominee of DTC, the City, the Bond Registrar and the <br />Paying Agent will have no responsibility or obligation to any broker dealers, banks and other <br />financial institutions from time to time for which DTC holds Bonds as securities depository <br />(participants) or to any other person on behalf of which a Participant holds an interest in the <br />Bonds, including but not limited to any responsibility or obligation with respect to (i) the <br />accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership <br />interest in the Bonds, (ii) the delivery to any Participant or any other person (other than a <br />registered owner of Bonds, as shown by the registration books kept by the Bond Registrar,) of <br />any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to <br />any Participant or any other person, other than a registered owner of Bonds, of any amount with <br />respect to principal ot: premium, if any, or interest on the Bonds. The City, the Bond Registrar <br />and the Paying Agent may treat and consider the person in whose name each Bond is registered <br />in the registration books kept by the Bond Registrar as the holder and absolute owner of such <br />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. <br />The Paying Agent will pay all principal ot: premium, if any, and interest on the Bonds only to or <br />on the order of the respective registered owners, as shown in the registration books kept by the <br />Bond Registrar, and all such payments will be valid and effectual to fully satisfy and disc1targe <br />the City's obligations with respect to payment of principal at: premium, if any, or interest on the <br />Bonds to the extent of the sum or sums so paid. No person other than a registered owner of <br />Bonds, as shown in the registration books kept by the Bond Registrar, will receive a certificated <br />Bond evidencing the obligation of this resolution. Upon delivery by DTC to the City Clerk of a <br />written notice to the effect that DTe has determined to substitute a new nominee in place of <br />Cede & Co., the words "Cede & Co.," will refer to such new nominee ofDTC; and upon receipt <br />of such a notice, the City Clerk will promptly deliver a copy of the same to the Bond Registrar <br />and Paying Agent. <br /> <br />7.03. Representation Letter. The City has heretofore executed and delivered to DTC a <br />Blanket Issuer Letter of Representations (Representation Letter) which shall govern payment of <br />principal ot: premium, if any, and interest on the Bonds and notices with respect to the Bonds. <br />Any Paying Agent or Bond Registrar subsequently appointed by the City with respect to the <br />Bonds will agree to take all action necessary for all representations of the City in the <br />Representation letter with respect to the Bond Registrar and Paying Agent, respectively, to be <br />complied with at all times. <br /> <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 <br />in the Bonds that they be able to obtain Bond certificates, the City will notify DTC, whereupon <br />DTC will notify the Participants, of the availability through DTC of Bond certificates. In such <br />event the City will issue, transfer and exchange Bond certificates as requested by DTC and any <br />other registered owners in accordance with the provisions of this Resolution. DTC may <br />determine to discontinue providing its services with respect to the Bonds at any time by giving <br />notice to the City and discharging its responsibilities with respect thereto under applicable law. <br />In such event, if no successor securities depository is appointed, the City will issue and the Bond <br /> <br />SJB-219247vl <br />CElS5-19 <br />
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