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<br />~ O? 1'},P rity MRnRgP1' i~ ñi1'pp.ted to obtain a copy of the proposed approving
<br />legal opinion of Holmes & Graven, Chartered, Minneapolis, Minnesota, which is to be
<br />complete except as to dating thereof and, if the Bonds are printed, to cause the
<br />opinion to be printed on each Bond, together with a certificate to be signed by the
<br />facsimile signature of the Manager in substantially the form set forth in the form of
<br />Bond. The Manager is authorized and directed to execute such certificate in the
<br />name of the City upon receipt of such opinion and to file the opinion in the City
<br />offices.
<br />
<br />3.03. Book- Entry System. The Bonds are initially issued in the form of a
<br />separate single typewritten or printed fully registered Bond for each of the
<br />maturities set forth in Section 1.03 hereof. Upon initial issuance, the ownership of
<br />each such Bond will be registered in the registration books kept by the Bond
<br />Registrar in the name of Kray & Co., as nominee for Midwest Securities Trust
<br />Company, Chicago, Illinois, and its successors and assigns (Midwest). Except as
<br />provided in this Section 3, all of the outstanding Bonds will be initially registered
<br />in the registration books kept by the Bond Registrar in the name of Kray & Co. , as
<br />nominee of Midwest.
<br />
<br />3.04. Registration: Limited Obligation of City. With respect to Bonds
<br />registered in the registration books kept by the Bond Registrar in the name of Kray
<br />& Co., as nominee of Midwest, the City, the Bond Registrar and the Paying Agent
<br />will have no responsibility or obligation to any broker dealers, banks and other
<br />financial institutions from time to time for which Midwest holds Bonds as securities
<br />depository (the Participants) or to any other person on behalf of which a Participant
<br />holds an interest in the Bonds, (i) the accuracy of the records of Midwest, Kray &
<br />Co. or any Participant with respect to any ownership interest in the Bonds, (ü) the
<br />delivery to any Participant or any other person other than a registered owner of
<br />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 (ill) the
<br />payment tp any Participant or any other person, other than a registered owner of
<br />Bonds, or any amount with respect to principal of, premium, if any, or interest on
<br />the Bonds. The City, the Bond Registrar and the Paying Agent may treat and
<br />consider the person in whose name each Bond is registered in the registration books
<br />kept by the Bond Registrar as the holder and absolute owner of such Bond for the
<br />purpose of payment of principal, premium and interest with respect to such Bond,
<br />for the purpose of registering transfers with respect to such Bond, and for all other
<br />purposes. The Paying Agent is to pay all principal of, premium, if any, and interest
<br />on the Bonds only to or on the order of the respective registered owners, as shown
<br />in the registration books kept by the Bond Registrar, and all such payments will be
<br />valid and effectual to fully satisfy and discharge the City's obligations with respect
<br />to payment of principal of, premium, if any, or interest on the Bonds to the extent
<br />of the sum or sums so paid. No person other than a registered owner of Bonds, as
<br />shown in the registration books kept by the Bond Registrar, may receive a
<br />certificated Bond evidencing the obligation of the City to make payments of
<br />principal, premium, if any, or interest pursuant to this Bond Resolution. Upon
<br />delivery by Midwest to the Finance Director of a written notice to the effect that
<br />Midwest has determined to substitute a new nominee of Midwest; and upon receipt of
<br />such a notice, the Finance Director must promptly deliver a copy of the same to the
<br />Bond Registrar and Paying Agent, if the Bond Registrar or Paying Agent is other
<br />than the Finance Director.
<br />
<br />3.05. Representation Letter. The form of Representation Letter proposed to
<br />be submitted to Midwest, which is on file with the Finance Director and has been
<br />
<br />RLD47466
<br />RS200-10
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<br />10
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