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Representation Letter, and all such payments shall be valid and effective to fully <br /> satisfy and discharge the City's obligations with respect to the principal of and <br /> interest on the Bonds to the extent of the sum or sums so paid. No person other <br /> than DTC shall receive an authenticated Bond for each separate stated maturity <br /> evidencing the obligation of the City to make payments of principal and interest. <br /> Upon delivery 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 paragraph (e) 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 Bonds in the form of bond certificates, <br /> the City may notify DTC and the Registrar, whereupon DTC shall notify the <br /> Participants of the availability through DTC of Bonds in the form of certificates. In <br /> such event, the Bonds will be transferable in accordance with paragraph (e) hereof. <br /> DTC may determine to discontinue providing its services with respect to the Bonds <br /> at any time by giving notice to the City and the Registrar and discharging its <br /> responsibilities with respect thereto under applicable law. In such event the Bonds <br /> will be transferable in accordance with paragraph (e) hereof. <br /> (d) The execution and delivery of the Representation Letter to DTC by <br /> the Mayor in the form attached hereto as Exhibit A with such changes, omissions, <br /> insertions and revisions as the Mayor shall deem advisable, is hereby authorized, <br /> and execution of the Representation Letter by the Mayor shall be conclusive <br /> evidence of such approval. The Representation Letter shall set forth certain matters <br /> with respect to, among other things, notices, consents and approvals by registered <br /> owners of the Bonds and Beneficial Owners and payments on the Bonds. The <br /> Registrar shall have the same rights with respect to its actions thereunder as it has <br /> with respect to its actions under this resolution. <br /> (e) In the event that any transfer or exchange of Bonds is permitted <br /> under paragraph (b) or (c) hereof, such transfer or exchange shall be accomplished <br /> upon receipt by the Registrar of the Bonds to be transferred or exchanged and <br /> appropriate instruments of transfer to the permitted transferee in accordance with <br /> the provisions of this resolution. In the event Bonds in the form of certificates are <br /> issued to owners other than Cede Co., its successor as nominee for DTC as <br /> owner of all the Bonds, or another securities depository as owner of all the Bonds, <br /> the provisions of this resolution shall also apply to all matters relating thereto, <br /> including, without limitation, the printing of such Bonds in the form of bond <br /> certificates and the method of payment of principal of and interest on such Bonds in <br /> the form of bond certificates. <br /> -13- <br />