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<br />meaning of section 265(b) (3) of the Code, and hence are not <br />designated for such purposes. <br /> <br />32. Letter of ReDresentations. The Letter of <br />Representations is hereby approved, and shall be executed on <br />behalf of the City by the Mayor and Manager, in substantially the <br />form approved, with such changes, modifications, additions and <br />deletions as shall be necessary and appropriate and approved by <br />Bond Counsel. Execution by such officers of the Letter of <br />Representations shall be conclusive evidence as to the necessity <br />and propriety of changes and their approval by Bond Counsel. So <br />long as Midwest Securities Trust Company is the Depository or it <br />or its nominee is the Holder of any Global Certificate, the City <br />shall comply with the provisions of the Letter of <br />Representations, as it may be amended or supplemented by the City <br />from time to time with the agreement or consent of Midwest <br />Securities Trust Company. <br /> <br />33. Severability. If any section, paragraph or <br />provision of this resolution shall be held to be invalid or <br />unenforceable for any reason, the invalidity or unenforceability <br />of such section, paragraph or provision shall not affect any of <br />the remaining provisions of this resolution. <br /> <br />34. Headinqs. Headings in this resolution are <br />included for convenience of reference only and are not a part <br />hereof, and shall not limit or define the meaning of any <br />provision hereof. <br /> <br />26957 <br /> <br />42 <br />