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,permit them or any of them to be used, in such a manner as to cause the Bonds to be "private
<br />activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code.
<br />Section 7. Book -Entry System; Limited Obligation of City.
<br />7.01. 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
<br />section, 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 />of a written notice to the effect that DTC has determined to substitute a new nominee in place
<br />of Cede & Co., the words "Cede & Co.," will refer to such new nominee of DTC; and upon
<br />receipt of such a notice, the City will promptly deliver a copy of the same to the Bond Registrar
<br />and Paying Agent.
<br />7.03. Representation Letter. The City has heretofore executed and delivered to DTC a
<br />Blanket Issuer Letter of Representations (the "Representation Letter") which shall govern payment
<br />of 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
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