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registration specified and approved by the Washington State Finance Committee, which utilizes <br /> the fiscal agency of the State of Washington as registrar, authenticating agent, paying agent and <br /> transfer agent for the Bonds (the "Registrar"). The Registrar shall keep, or cause to be kept, at its <br /> principal corporate trust office, sufficient books for the registration and transfer of the Bonds, <br /> which shall at all times be open to inspection by the City (the "Bond Register"). So long as any <br /> Bonds remain Outstanding, the Registrar shall make all necessary provisions to permit the <br /> exchange or registration of transfer of Bonds at its principal corporate trust office. The Registrar <br /> may be removed at any time at the option of the Finance Director-Treasurer upon prior notice to <br /> the Registrar, the City, the Remarketing Agent and the Bank and a successor Registrar appointed <br /> by the Finance Director-Treasurer. Any successor Registrar must be a commercial bank with <br /> trust powers or a trust company. No resignation or removal of the Registrar shall be effective <br /> until a successor shall have been appointed and until the successor Registrar shall have accepted <br /> the duties of the Registrar hereunder, and the Credit Facility shall have been transferred, together <br /> with all other funds then held by the Registrar, to the successor Registrar. The Registrar is <br /> authorized, on behalf of the City, to authenticate and deliver Bonds transferred or exchanged in <br /> accordance with the provisions of such Bonds and this ordinance and to carry out all of the <br /> Registrar's powers and duties under this ordinance. The Registrar shall be responsible for its <br /> representations contained in the Certificate of Authentication on the Bonds. <br /> (b) Letter of Representations/Book-Entry System. To induce DTC to accept <br /> the Bonds as eligible for deposit at DTC, the City has heretofore executed and delivered the <br /> Letter of Representations. The Bonds initially issued shall be held in fully immobilized form by <br /> DTC acting as depository pursuant to the terms and conditions set forth in the Letter of <br /> Representations. <br /> -17- P\CMW\CMW4ZL 11/20/01 <br />