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<br />Section 2. I I. Book Entrv Svstem. <br /> <br />(a) Original Deliverv, The Bonds shall be initially delivered in the form of a separate <br />single fully registered Bond (which may be typewritten) for each maturity. Upon initial delivery. <br />the ownership of each such Bond shall be registered on the Bond Register kept by the Trustee in <br />the name of the Nominee. Except as provided in subsection (c). the mmership of all of the <br />Outstanding Bonds shall be registered in the name ofthe Nominee. <br /> <br />With respect to Bonds the o",nership of which shall be registered in the name of the <br />Nominee. the City and the Trustee shall have no responsibility or obligation to any Depository <br />System Participant or to any person on behalf of which the City holds an interest in the Bonds. <br />Without limiting the generality of the immediately preceding sentence. the City and the Trustee <br />shall have no responsibility or obligation with respect to (i) the accuracy of the records of the <br />Depository, the Nominee or any Depository System Participant with respect to any ownership <br />interest in the Bonds. (ii) the delivery to any Depository System Participant or any other person. <br />other than a Bond O",ner as shown in the Bond Register. or 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 in the event the City elects to redeem the Bond in part. (iv) the <br />payment to any Depository System Participant or any other person. other than a Bond Owner as <br />shown in the Bond Register. of any amount with respect to principal. premium. if any. or interest <br />on the Bonds. or (V) any consent given or other action taken by the Depository as O",ner of the <br />Bonds. The City and the Trustee may treat and consider the person in whose name each Bond is <br />registered as the absolute owner of such Bonds for the purpose of payment of principal of. <br />premium. if any. and interest on such Bonds for the purpose of giving notices of redemption and <br />other matters with respect to such Bonds. for the purpose of registering transfers of ownership of <br />such Bonds. and for all other purposes whatsoever. The Trustee shall pay the principal of and the <br />interest and premium. if any. on the Bonds only to the respective O"'ners or their respective <br />attorneys duly authorized in wTiting. and all such payments shall 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 surn or surns so paid, No person other than an <br />Owner shall receive a Bond evidencing the obligation of the City to make payments of principal. <br />interest and premium. if any. pursuant to this Indenture. Upon delivery by the Depository to the <br />Nominee of written notice to the effect that the Depository has determined to substitute a new <br />Norninee in its place. and subject to the provisions herein with respect to Record Dates. such new <br />nominee shall be corne the Nominee hereunder for all purposes: and upon receipt of such a notice <br />of the City shall promptly. but in no event later than two (2) Business Days after receipt thereof. <br />deliver a copy of the same to the Trustee. <br /> <br />(b) Representation Letter. In order to qualify the Bonds for the Depository's book- <br />entry system. the City shall execute and deliver to such Depository a letter (the "Letter of <br />Representations") representing such matters as shall be necessary to so quality the Bonds. The <br />execution and delivery of such letter shall not in any way limit the provisions of subsection (a) <br />above or in any other way impose upon the City or the Trustee any obligation whatsoever with <br />respect to persons having interests in the Bonds other than the Bond Owners. In addition to the <br /> <br />Pleasanton Cross Town Indenture (2).DOC <br /> <br />-15- <br />