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person in whose name each Bond is registered in the registration books kept by the Bond Registrar <br />as the holder and absolute owner of such Bond for the purpose of payment of principal, premium <br />and interest with respect to such Bond, for the purpose of registering transfers with respect to such <br />Bonds, and for all other purposes. The Paying Agent will pay all principal of, premium, if any, and <br />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 Bond Registrar, and all such payments will be valid and effectual to <br />fully satisfy and discharge the City's obligations with respect to payment of principal of, premium, <br />if any, or interest on the Bonds to the extent of the sum or sums so paid. No person other than a <br />registered owner of Bonds, as shown in the registration books kept by the Bond Registrar, will <br />receive a certificated Bond evidencing the obligation of this resolution. Upon delivery by DTC to <br />the City 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 DTC; <br />and upon receipt of such a notice, the City Administrator will promptly deliver a copy of the same <br />to the Bond Registrar and Paying Agent. <br /> <br /> 7.03. Representation Letter. The form of Blanket Issuer Letter of Representations proposed <br />to be submitted to DTC, which is on file with the City Administrator and presented to this meeting <br />(Representation Letter), is hereby approved, and the City Administrator is authorized to execute <br />and deliver the Representation Letter in substantially the form on file, with such changes therein not <br />inconsistent with law as the City Administrator and the City Attorney may approve, which approval <br />will be conclusively evidenced by the execution thereof. Any Paying Agent or Bond Registrar <br />subsequently appointed by the City with respect to the Bonds will agree to take all action necessary <br />for all representations of the City in the Representation letter with respect to the Bond Registrar and <br />Paying Agent, respectively, to be complied with at all times. <br /> <br /> 7.04. 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 in <br />the Bonds that they be able to obtain Bond certificates, the City will notify DTC, whereupon DTC <br />will notify the Participants, of the availability through DTC of Bond certificates. In such event the <br />City will issue, transfer and exchange Bond certificates as requested by DTC and any other <br />registered owners in accordance with the provisions of this Resolution. DTC may determine to <br />discontinue providing its services with respect to the Bonds at any time by giving notice to the City <br />and discharging its responsibilities with respect thereto under applicable law. In such event, if no <br />successor securities depository is appointed, the City will issue and the Bond Registrar will <br />authenticate Bond certificates in accordance with this resolution and the provisions hereof will <br />apply to the transfer, exchange and method of payment thereof. <br /> <br /> 7.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution to <br />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. <br /> <br />SJB-156196 <br />RA125-54 <br /> <br /> <br />