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transfers of ownership interests in the bonds by making computerized book entries on its own books and distributes paYments on the bonds to its Participants shown on its books as the owners of such interests; and sucQ Participants and other banks, brokers and dealers participating in the National System will do likewise (not as agents of the city) if not the beneficial owners of the bonds; and I. WHEREAS, "Participants" means those financial institutions for whom the Depository effects book-entry transfers and pledges of securities deposited and immobilized with the Depository; and J. WHEREAS, Midwest Securities Trust Company, a limited purpose trust company organized under the laws of the State of Illinois, or any of its successors or successors to its functions hereunder (the "Depository"), will act as such depository with respect to the Bonds except as set forth below, and there is before this council a form of Letter of Representations (the "Letter of Representations") setting forth various matters relating to the Depository and its role with respect to the Bonds; and K. WHEREAS, the City will deliver the Bonds in the form of one certificate per maturity, each representing the entire principal amount of the Bonds due on a particular maturity date (each a "Global Certificate"), which single certificate per maturity may be transferred on the City's bond register as required by the Uniform Commercial Code, but not exchanged for smaller denominations unless the City determines to issue Replacement Bonds as provided below; and L. WHEREAS, the City will be able to replace the Depository or under certain circumstances to abandon the "global book-entry form" by permitting the Global Certificates to be exchanged for smaller denominations typical of ordinary bonds registered on the City's bond register; and "Replacement Bonds" means the certificates representing the Bonds so authenticated and delivered by the Bond Registrar pursuant to paragraphs 6 and 12 hereof; and M. WHEREAS, "Holder" as used herein means the person in whose name a Bond is registered on the registration books of the City maintained by the Finance Director or a successor registrar appointed as provided in paragraph 8 (the "Bond Registrar") : NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville, Minnesota, as follows: 26957 4