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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 />7.02. 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 <br />or on the order of the respective registered owners, as shown in the registration books kept by <br />the Bond Registrar, and all such payments will be valid and effectual to fully satisfy and <br />discharge the City's obligations with respect to payment of principal of, premium, if any, or <br />interest on the Bonds to the extent of the sum or sums so paid. No person other than a registered <br />owner of Bonds, as shown in the registration books kept by the Bond Registrar, will receive a <br />certificated Bond evidencing the obligation of this resolution. Upon delivery by DTC to the City <br />Clerk -Treasurer 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 Clerk -Treasurer will promptly deliver a copy <br />of the same to the Bond Registrar and Paying Agent. <br />7.03. Representation Letter. The form Blanket Issuer Letter of Representations letter <br />proposed to be submitted to DTC, which is on file with the Treasurer and presented to this <br />meeting (Representation Letter), is hereby approved, and the City Clerk -Treasurer is authorized <br />to execute and deliver the Representation Letter in substantially the form on file, with such <br />changes therein not inconsistent with law as the City Clerk -Treasurer and the City Attorney may <br />approve, which approval will be conclusively evidenced by the execution thereof. Any Paying <br />Agent or Bond Registrar subsequently appointed by the City with respect to the Bonds will agree <br />to take all action necessary for all representations of the City in the Representation letter with <br />respect to the Bond Registrar and Paying Agent, respectively, to be complied with at all times. <br />DJK108714 <br />LN140-52 <br />