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r <br />if» <br />DTC or any Participant, with respect to the payment by DTC or any Participant of any amount <br />with respect to the principal of or interest on the Bonds, with respect to any notice which is <br />permitted or required to be given to owners of Bonds under thus Resolution, with respect to <br />the selection by DTC or any Participant of any person to receive payment in the event of a <br />partial redemption of the Bonds, or with respect to any consent given or other action by <br />DTC as registered owner of the Bonds. The Registrar shall pay all principal of and interest on <br />the Bonds only to Cede & Co. in accordance with the Representation Letter, and all such <br />payments shall be valid and effective to fully satisfy and discharge the City‘s obligations with <br />respect to the principal of and interest on the Bonds to the extent of the sum or sums so paid. <br />No person other than DTC shall receive an authenticated Bond for each separate stated <br />maturity evidencing the obligation of the City to make payments of principal and interest. <br />Upon deliveiy by DTC to the Registrar of written notice to the effect that DTC has <br />determined to substitute a new nominee in place of Cede & Co., the Bonds will be <br />transferable to such new nominee in accordance with subparagraph (f) 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 of <br />Bond certificates. In such event, the Bonds will be transferable in accordance with <br />subparagraph (f) 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 discharging <br />its responsibilities with respect thereto under applicable law. In such event the Bonds will be <br />transferable in accordance with subparagraph (f) hereof. <br />(d) Notwithstanding any other provision of this Resolution apparently to the <br />contrary, so long as any Bond is registered in the name of Cede 8c Co., as nominee of DTC, <br />all payments with respect to the principal of and interest on such Bond and all notices with <br />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 of the Bonds to be transfe* sd or <br />exchanged and appropriate instruments of transfer to the permitted transferee in accordance <br />with the provisions of paragraph 8 hereof. <br />-11-