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Section 5. Authentication of Transcript. <br />5.01. The officers of the City are authorized and directed to prepare and furnish to the <br />Purchaser and to the attorneys approving the Bonds, certified copies of proceedings and records <br />of the City relating to the Bonds and to the financial condition and affairs of the City, and such <br />other certificates, affidavits and transcripts as may be required to show the facts within their <br />knowledge or as shown by the books and records in their custody and under their control, <br />relating to the validity and marketability of the Bonds, and such instruments, including any <br />heretofore furnished, may be deemed representations of the City as to the facts stated therein. <br />5.02. The Mayor, City Administrator and City Finance Director are authorized and <br />directed to certify that they have examined the Official Statement prepared and circulated in <br />connection with the issuance and sale of the Bonds and that to the best of their knowledge and <br />belief the Official Statement is a complete and accurate representation of the facts and <br />representations made therein as of the date of the Official Statement. <br />Section 6. Book -Entry System., Limited Obligation of City. <br />6.01. 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 Bond Registrar in the name of Cede & Co., as nominee for The Depository Trust Company, <br />New York, New York, and its successors and assigns (DTC). Except as provided in this section, <br />all of the outstanding Bonds will be registered in the registration books kept by the Bond <br />Registrar in the name of Cede & Co., as nominee of DTC. <br />6.02. With respect to Bonds registered in the registration books kept by the Bond <br />Registrar in the name of Cede & Co., as nominee of DTC, the City, the Bond Registrar and the <br />Paying Agent will have no responsibility or obligation to any broker dealers, banks and other <br />financial institutions from time to time for which DTC holds Bonds as securities depository <br />(Participants) or to any other person on behalf of which a Participant holds an interest in the <br />Bonds, including but not limited to any responsibility or obligation with respect to (i) the <br />accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership <br />interest in the Bonds, (ii) the delivery to any Participant or any other person (other than a <br />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 />DJG-215891v1 <br />LN 140-78 <br />