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<br />Company, New York, New York, and its successors and assigns (DTC). Except as provided in
<br />this section, all of the outstanding Bonds will be registered in the registration books kept by the
<br />Bond Registrar in the name of Cede & Co., as nominee of DTC.
<br />
<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 (the
<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 any
<br />notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any
<br />Participant or any other person, other than a registered owner of Bonds, or any amount with
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<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 P::winQ AQent will nav 1'111 nrincinal of. nreminm. if 1'Inv. 1'Ind interest on the Ronds onlv to
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<br />or on the order of the respective registered owners, as shown in the registration books kept by
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<br />discharge the City's obligations with respect to payment of principal of, premium, if any, or
<br />interest on the Bonds to the extent of the sum or sums so paid. No person other than a registered
<br />owner of Bonds, as shown in the registration books kept by the Bond Registrar, will receive a
<br />certificated Bond evidencing the obligation of this resolution. Upon delivery by DTC to the City
<br />M~m'lOpr of ~ urrittpn nntil'P to thp pffpl't thM nTr h~c;: r!ptpnninpr! to C;:1Jhc;:tit1Jtp ::t npw nominpp
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<br />in place of Cede & Co., and the words "Cede & Co.," will refer to such new nominee of DTC;
<br />and upon receipt of such a notice, the City Manager will promptly deliver a copy of the same to
<br />the Bond Registrar and Paying Agent, if the Bond Registrar or Paying Agent is other than the
<br />City Manager.
<br />
<br />7.03. Representation Letter. The form of representation letter proposed to be submitted
<br />tn DTr whil'.h is on fill" with thp ritv M::tmHJpr ::tnd nrpsentpci to thi" meetinø (Renre"entation
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<br />
<br />Letter), is hereby approved, and the City Manager is authorized to execute and deliver the
<br />Representation Letter in substantially the form on file, with such changes therein not inconsistent
<br />with law as the City Manager and the City Attorney may approve, which approval will be
<br />conclusively evidenced by the execution thereof. Any Paying Agent or Bond Registrar
<br />subsequently appointed by the City with respect to the Bonds will agree to take all 'action
<br />necessary for all representations of the City in the Representation letter with respect to the Bond
<br />Registrar and Paying Agent, respectively, to at all times to complied with.
<br />
<br />DJK1l8730
<br />RS200-19
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