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SECTION 2.04. Book Entry System. <br />(a) Original Delivery The Bonds will be initially delivered in the form of a separate <br />single fully registered bond (which may be typewritten) for each maturity of the Bonds. Upon <br />initial delivery, the Trustee shall register the ownership of each Bond on the Registration Books <br />in the name of the Nominee. Except as provided in subsection (c), the ownership of all of the <br />Outstanding Bonds will be registered in the name of the Nominee on the Registration Books. <br />With respect to Bonds the ownership of which is registered in the name of the Nominee, <br />the City and the Trustee has no responsibility or obligation to any Depository System Participant <br />or to any person on behalf of which the Nominee holds an interest in the Bonds. Without <br />limiting the generality of the immediately preceding sentence, the City and the Trustee has no <br />responsibility or obligation with respect to (i) the accuracy of the records of the Depository, the <br />Nominee or any Depository System Participant with respect to any ownership interest in the <br />Bonds, (ii) the delivery to any Depository System Participant or any other person, other than a <br />Bond Owner as shown in the Registration Books, of any notice with respect to the Bonds, <br />including any notice of redemption, (iii) the selection by the Depository of the beneficial interests <br />in the Bonds to be redeemed if the City elects to redeem the Bonds in part, (iv) the payment to <br />any Depository System Participant or any other person, other than a Bond Owner as shown in <br />the Registration Books, of any amount with respect to principal, premium, if any, or interest on <br />the Bonds or (v) any consent given or other action taken by the Depository as Owner of the <br />Bonds. The City and the Trustee may treat and consider the person in whose name each Bond <br />is registered as the absolute owner of such Bond for the purpose of payment of principal of and <br />premium, if any, and interest on such Bond, for the purpose of giving notices of redemption and <br />other matters with respect to such Bond, for the purpose of registering transfers of ownership of <br />such Bond, and for all other purposes whatsoever. The Trustee shall pay the principal of and <br />the interest and premium, if any, on the Bonds only to the respective Owners or their respective <br />attorneys duly authorized in writing, and all such payments will be valid and effective to fully <br />satisfy and discharge all obligations with respect to payment of principal of and interest and <br />premium, if any, on the Bonds to the extent of the sum or sums so paid. No person other than <br />a Bond Owner shall receive a Bond evidencing the obligation of the City to make payments of <br />principal, interest and premium, if any, under this Indenture. Upon delivery by the Depository to <br />the City of written notice to the effect that the Depository has determined to substitute a new <br />Nominee in its place, and subject to the provisions herein with respect to Record Dates, such <br />new nominee will become the Nominee hereunder for all purposes; and upon receipt of such a <br />notice the City will promptly deliver a copy of the same to the Trustee. <br />(b) Representation Letter In order to qualify the Bonds for the Depository's book - <br />entry system, the City will execute and deliver to such Depository a letter representing such <br />matters as necessary to so qualify the Bonds. The execution and delivery of such letter shall <br />not in any way limit the provisions of subsection (a) above or in any other way impose upon the <br />City or the Trustee any obligation whatsoever with respect to persons having interests in the <br />Bonds other than the Bond Owners. Upon the written acceptance by the Trustee, the Trustee <br />shall agree to take all action reasonably necessary for all representations of the Trustee in such <br />letter with respect to the Trustee to at all times be complied with. In addition to the execution <br />and delivery of such letter, the City may take any other actions, not inconsistent with this <br />Indenture, to qualify the Bonds for the Depository's book -entry program. <br />(c) Transfers Outside Book -Entry System If either (i) the Depository determines not <br />to continue to act as Depository for the Bonds, or (ii) the City determines to terminate the <br />Depository as such, then the City will thereupon discontinue the book -entry system with such <br />Depository. In such event, the Depository shall cooperate with the City and the Trustee in the <br />M <br />