2007-11 Awarding the Sale of GO Bonds

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Paying Agent may treat and.consider the person.in whose name each -Bond is registered in the registration books kept by the Registrar as the holder and absolute owner *of such Bond for the purpose of payment of .principal, premium and. interest with respect to such Bond; for the purpose. of registering transfers with respect to such Bonds,, and for all other purposes.. The Paying *.Agent. will pay all principal of, premium, if any; and interest on .the Bonds%only to -.or on the. order at the respective registered owners, as shown in the registration books kept by the Registrar, and all such payments will be valid and effectual to fully satisfy and discharge. the City's obligations with respect to payment of principal. oj� premium, if any, or interest on the Bonds to the. extent of the. sum or sours. so. paid. No person other than a registered oWher of Bonds, as shown in -the registration books kept by the Registrar, will receive a certificated Bond evidencing the obligation of this resolution. Upon. deliveiyby DTC to the .City Clerk of a written notice. to.the effect that DTC has determined to substitute*a new nominee in place ofCede & Co:; the words "Cede & Go.,' will refer to such new nominee of DTC; and upon..receipt of such :a notir;e; .the City. Clerk.. will promptly deliver -a copy .of the same to the Registrar and Paying Agent. 8.03. R resentation Letter. The City.has.heretofore executed and delivered to DTC a Blanket Issuer .Letter of Represedtatinns. (the4"Representation Lettee) which will .govern payment of principal of; premium; if any, and interest on the Bonds' and notices -with respect to the Bonds: A iy*Paying Agent or Registrar subsequently appointed by the City. with respect to the Bonds will agree to take all action : necessary for all representations. of the City in the Representation letter with respect to the Registrar and Paying Agent, respectively, to be complied with at. all times. .9.04.. Transfers Outside Book -Entry System. In the:event tke City, by resolution of the City. Council, determines thgt it is in the best interests of the persons having beneficial interests in the Bonds that #hey be able to obtain Bond certificates, the City-vdU notify DTC, whereupon DTC will natify1he Participants, of the availability through DTC of Bond certificates. In such event the. City will issue, transfer and exchange Bond certificates as requested by DTC and any other registered owners in accordance with the provisions of this Resolution.. DTC may determine to discontinue providing its :scrvices with respect to the. Bonds at 'any time by giving notice to the City and discharging -its responsibilities with respect thereto under applicable law. Irr such event, if no successor securities depository is appointed, the City will: issue and the Registrar will -authenticate Bond certificates in accordance with this resolution and theprovisions hereof will apply -to the transfer, exchange and method of payment thereof. 8.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution to the contrary, so long as a Bond is registered in the name -of Cede& Co., ag nominee of DTC, payments with respect to principal of, premium, if any and interest on: the Bond and notices with respect to the Bond will be made and given, respectively in the. manncr..provided in DTC's Operational. Arrangements,. as set forth in the Representation Letter. 310976v1 MNI GB1904 1 s