|
person on behalf of which a Participant holds an interest in the Bonds, including but not limited to any
<br />responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any
<br />Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant or any
<br />other person (other than a registered owner of Bonds, as shown by the registration books kept by the
<br />Registrar) of any notice with respect to the Bonds, including any notice of redemption, or (iii) the
<br />payment to any Participant or any other person, other than a registered owner of Bonds, of any amount
<br />with respect to principal of, premium, if any, or interest on the Bonds. The City, the Registrar and the
<br />Paying Agent may treat and consider the person in whose name each Bond is registered in the registration
<br />books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of
<br />principal, premium and interest with respect to such Bond, for the purpose of registering transfers with
<br />respect to such Bonds, and for all other purposes. The Paying Agent will pay all principal of, premium, if
<br />any, and interest on the Bonds only to or on the order of the respective registered owners, as shown in the
<br />registration books kept by the Registrar, and all such payments will be valid and effectual to fully satisfy
<br />and discharge the City's obligations with respect to payment of principal of, premium, if any, or interest
<br />on the Bonds to the extent of the sum or sums so paid. No person other than a registered owner of Bonds,
<br />as shown in the registration books kept by the Registrar, will receive a certificated Bond evidencing the
<br />obligation of this resolution. Upon delivery by DTC to the City Administrator of a written notice to the
<br />effect that DTC has determined to substitute a new nominee in place of Cede & Co., the words "Cede &
<br />Co." will refer to such new nominee of DTC; and upon receipt of such a notice, the City Administrator
<br />will promptly deliver a copy of the same to the Registrar and Paying Agent.
<br />8.03. Representation Letter. The City has heretofore executed and delivered to DTC a Blanket
<br />Issuer Letter of Representations (the "Representation Letter") which shall govern payment of principal of,
<br />premium, if any, and interest on the Bonds and notices with respect to the Bonds. Any Paying Agent or
<br />Registrar 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 Registrar and
<br />Paying Agent, respectively, to be complied with at all times.
<br />8.04. Transfers Outside Book -Entry System. In the event the City, by resolution of the City
<br />Council, determines that it is in the best interests of the persons having beneficial interests in the Bonds
<br />that they be able to obtain Bond certificates, the City will notify DTC, whereupon DTC will notify the
<br />Participants, of the availability through DTC of Bond certificates. In such event the City will issue,
<br />transfer and exchange Bond certificates as requested by DTC and any other registered owners in
<br />accordance with the provisions of this resolution. DTC may determine to discontinue providing its
<br />services with respect to the Bonds at any time by giving notice to the City and discharging its
<br />responsibilities with respect thereto under applicable law. In such event, if no successor securities
<br />depository is appointed, the City will issue and the Registrar will authenticate Bond certificates in
<br />accordance with this resolution and the provisions hereof will apply to the transfer, exchange and method
<br />of payment thereof.
<br />8.05. Payments to Cede & Co. Notwithstanding any other provision of this resolution to the
<br />contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC, payments with
<br />respect to principal of, premium, if any, and interest on the Bond and notices with respect to the Bond will
<br />be made and given, respectively in the manner provided in DTC's Operational Arrangements, as set forth
<br />in the Representation Letter.
<br />Section 9. Continuing Disclosure.
<br />9.01. Execution of Continuing Disclosure Certificate. "Continuing Disclosure Certificate"
<br />means that certain Continuing Disclosure Certificate executed by the Mayor and City Administrator and
<br />486866v2 .TAE LN140-117
<br />
|