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registered owner of Bonds, as shown by the registration books kept by the Bond Registrar,) of
<br />any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to
<br />any Participant or any other person, other than a registered owner of Bonds, of any amount with
<br />respect to principal of, premium, if any, or interest on the Bonds. The City, the Bond Registrar
<br />and the Paying Agent may treat and consider the person in whose name each Bond is registered
<br />in the registration books kept by the Bond Registrar as the holder and absolute owner of such
<br />Bond for the purpose of payment of principal, premium and interest with respect to such Bond,
<br />for the purpose of registering transfers with respect to such Bonds, and for all other purposes.
<br />The Paying Agent will pay all principal of, premium, if any, and interest on the Bonds only to or
<br />on the order of the respective registered owners, as shown in the registration books kept by the
<br />Bond Registrar, and all such payments will be valid and effectual to fully satisfy and discharge
<br />the City's obligations with respect to payment of principal of, premium, if any, or interest on the
<br />Bonds to the extent of the sum or sums so paid. No person other than a registered owner of
<br />Bonds, as shown in the registration books kept by the Bond Registrar, will receive a certificated
<br />Bond evidencing the obligation of this resolution. Upon delivery by DTC to the City
<br />Administrator of a written notice to the effect that DTC has determined to substitute a new
<br />nominee in place of Cede & Co., the words "Cede & Co.," will refer to such new nominee of
<br />DTC; and upon receipt of such a notice, the City Administrator will promptly deliver a copy of
<br />the same to the Bond 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 (Representation Letter) which shall govern payment of
<br />principal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds.
<br />Any Paying Agent or Bond Registrar subsequently appointed by the City with respect to the
<br />Bonds will agree to take all action necessary for all representations of the City in the
<br />Representation letter with respect to the Bond Registrar and Paying Agent, respectively, to be
<br />complied 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
<br />event the City will issue, transfer and exchange Bond certificates as requested by DTC and any
<br />other registered owners in accordance with the provisions of this Resolution. DTC may
<br />determine to discontinue providing its services with respect to the Bonds at any time by giving
<br />notice to the City and discharging its responsibilities with respect thereto under applicable law.
<br />In such event, if no successor securities depository is appointed, the City will issue and the Bond
<br />Registrar will authenticate Bond certificates in accordance with this resolution and the provisions
<br />hereof will apply to the transfer, exchange and method of payment thereof.
<br />8.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution
<br />to the contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC,
<br />payments with respect to principal of, premium, if any, and interest on the Bond and notices with
<br />respect to the Bond will be made and given, respectively in the manner provided in DTC's
<br />Operational Arrangements, as set forth in the Representation Letter.
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