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"Representation Letter" shall mean the Blanket Letter of Representations from <br />the City to DTC, vvith respect to obligations issued from time to time by the City, <br />substantially in the form on file in the office of the City Clerk. <br />(b) The Bonds shall be initially issued as separate authenticated fully <br />registered bonds, and one Bond shall be issued in the principal amount of each stated <br />maturity of the Bonds. Upon initial issuance, the ownership of such Bonds shall be <br />registered in the bond register of the City kept by the Registrar in the name of Cede & Co., as <br />nominee of DTC. The Registrar and the City may treat DTC (or its nominee) as the sole and <br />exclusive owner of the Bonds registered in its name for the purposes of payment of the <br />principal of or interest on the Bonds, selecting the Bonds or portions thereof to be redeemed, <br />giving any notice permitted or required to be given to registered owners of Bonds under this <br />Resolution, registering the transfer of Bonds, and for all other purposes whatsoever; and <br />neither the Registrar nor the City shall be affected by any notice to the contrary. Neither the <br />Registrar nor the City shall have any responsibility or obligation to any Participant, any <br />person claiming a beneficial ownership interest in the Bonds under or through DTC or any <br />Participant, or any other person which is not shown on the registration books of the Registrar <br />as being a registered owner of any Bonds, with respect to the accuracy of any records <br />maintained by DTC or any Participant, with respect to the payment by DTC or any <br />Participant of any amount with respect to the principal of or interest on the Bonds, with <br />respect to any notice which is permitted or required to be given to owners of Bonds under <br />tliis Resolution, with respect to the selection by DTC or any Participant of any person to <br />receive payment in the event of a partial redemption of the Bonds, or with respect to any <br />consent given or other action taken by DTC as registered owner of the Bonds. The Registrar <br />shall pay all principal of and interest on the Bonds only to Cede & Co. in accordance with the <br />Representation Letter, and all such payments shall be valid and effective to fully satisfy and <br />dischargv the City's obligations with respect to the principal of and interest on the Bonds to <br />the exten. of the sum or sums so paid. No person other than DTC shall receive an <br />authenticated Bond for each separate stated maturity evidencing the obligation of the City to <br />make payments of principal and interest. Upon delivery by DTC to the Registrar of written <br />notice to the effect that DTC has determined to substitute a new nominee in place of Cede & <br />Co., the Bonds will be transferable to such new nominee in accordance with subparagraph (f) <br />hereof. <br />(c) In the event the City determines that it is in the best interest of the <br />Beneficial Owners that they be able to obtain Bond certificates, the City may notify DTC and <br />the Registrar, whereupon DTC shall notify the Participants, of the availability through DTC <br />of Bond certificates. In such event, the Bonds will be transferable in accordance with <br />subparagraph (0 hereof. DTC may determine to discontinue providing its services with <br />respect to the Bonds at any time by giving notice to the City and the Registrar and <br />-11*