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.‘JuN. 25. 1 999 8:41Afy1 EKLER: AS>OC.^iO. 4700 f. 12 <br />35 being a registered owner of any Bonds, with respect to the accuracy of any records <br />maintained by DTC or any Participant, w'ith 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 />this 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 />discharge the City's obligations with respect to the principal of and interest on the Bonds to <br />the extent of the sum or sums so paid. No person other than DTC shall receive an <br />authenticated Bond for each separate staled 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 tliat 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 />discharging its responsibilities with respect thereto under applicable law. In such event the <br />Bonds will be transferable in accordance with subparagraph (f) hereof. <br />(d) Notwithstanding any other provision of this Resolution apparently to <br />the contrary, so long as any Bond is registered in the nsune of Cede & Co., as nominee of <br />DTC, all payments with respect to the principal of and interest on such Bond and all notices <br />with respect to such Bond shall be made and given, respectively, to DTC as provided in the <br />Representation Letter. <br />(e) The Representation Letter to DTC is hereby confirmed and expressly <br />made applicable to the Bonds. The Representation Letter sets forth certain matters with <br />respect to, among other things, notices, consents and approvals by registered owners of the <br />Bonds and Beneficial Owners and payments on the Bonds. The Registrar shall have the same <br />rights with respect to its actions thereunder as it has with respect to its actions under this <br />Resolution. <br />(f) In the event that any transfer or exchange of Bonds is permitted under <br />subparagraph (b) or (c) hereof, such transfer or exchange shall be accomplished upon receipt <br />by the Registrar from the registered owners thereof ot the Bonds to be transferred or <br />-11-