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• Section 6. Book -Entry System; Limited Obligation of City.
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<br />6.01. DTC. 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 1.04 hereof. Upon initial
<br />issuance, the ownership of each Bond will be registered in the registration books kept by the Registrar in
<br />the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York, and its
<br />successors and assigns ( "DTC "). Except as provided in this section, all of the outstanding Bonds will be
<br />registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC.
<br />6.02. Participants. With respect to Bonds registered in the registration books kept by the
<br />Registrar in the name of Cede & Co., as nominee of DTC, the City, the Registrar and the Paying Agent
<br />will have no responsibility or obligation to any broker dealers, banks and other financial institutions from
<br />time to time for which DTC holds Bonds as securities depository (the "Participants ") or to any other
<br />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 Bond, 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 />6.03. 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 />6.04. 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 certificate, 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 owner 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 />426203v2 SJB LN140 -110
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