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Section 8. Book -Entry System; Limited Obligation of City.
<br />8.01. The Bonds will be initially issued in the form of a separate single typewritten or
<br />printed fully registered Bond for each of the maturities set forth in Section 1.03 hereof. Upon
<br />initial issuance, the ownership of each Bond will be registered in the registration books kept by
<br />the Registrar in the name of Cede & Co., as nominee for The Depository Trust Company, New
<br />York, New York, and its successors and assigns ( "DTC "). Except as provided in this section, all
<br />of the outstanding Bonds will be registered in the registration books kept by the Registrar in the
<br />name of Cede & Co., as nominee of DTC.
<br />8.02. With respect to Bonds registered in the registration books kept by the Registrar in
<br />the name of Cede & Co., as nominee of DTC, the City, the Registrar and the Paying Agent will
<br />have no responsibility or obligation to any broker dealers, banks and other financial institutions
<br />from time to time for which DTC holds Bonds as securities depository (the "Participants ") or to
<br />any other person on behalf of which a Participant holds an interest in the Bonds, including but
<br />not limited to any responsibility or obligation with respect to (i) the accuracy of the records of
<br />DTC, Cede & Co. or any Participant with respect to any ownership interest in the Bonds, (ii) the
<br />delivery to any Participant or any other person (other than a registered owner of Bonds, as shown
<br />by the registration books kept by the Registrar), of any notice with respect to the Bonds,
<br />including any notice of redemption, or (iii) the payment to any Participant or any other person,
<br />other than a registered owner of Bonds, of any amount with respect to principal of, premium, if
<br />any, or interest on the Bonds. The City, the Registrar and the Paying Agent may treat and
<br />consider the person in whose name each Bond is registered in the registration books kept by the
<br />Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal,
<br />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,
<br />premium, if any, and interest on the Bonds only to or on the order of the respective registered
<br />owners, as shown in the registration books kept by the Registrar, and all such payments will be
<br />valid and effectual to fully satisfy and discharge the City's obligations with respect to payment of
<br />principal of, premium, if any, or interest on the Bonds to the extent of the sum or sums so paid.
<br />No person other than a registered owner of Bonds, as shown in the registration books kept by the
<br />Registrar, will receive a certificated Bond evidencing the obligation of this resolution. Upon
<br />delivery by DTC to the City Administrator of a written notice to the effect that DTC has
<br />determined to substitute a new nominee in place of Cede & Co., the words "Cede & Co.," will
<br />refer to such new nominee of DTC; and upon receipt of such a notice, the City Administrator will
<br />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
<br />Blanket Issuer Letter of Representations (the "Representation Letter ") which will govern
<br />payment of principal of, premium, if any, and interest on the Bonds and notices with respect to
<br />the Bonds. Any Paying Agent or Registrar subsequently appointed by the City with respect to
<br />the Bonds will agree to take all action necessary for all representations of the City in the
<br />Representation letter with respect to the Registrar and Paying Agent, respectively, to be complied
<br />with at all times.
<br />8.04. Transfers Outside Book -Entry System. In the event the City, by resolution of the
<br />City Council, determines that it is in the best interests of the persons having beneficial interests
<br />in the Bonds that they be able to obtain Bond certificates, the City will notify DTC, whereupon
<br />DTC will notify the Participants, of the availability through DTC of Bond certificates. In such
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