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APR OS '93 11: 5SAM EHLERS ASSOCIATES <br /> P.15/23 <br /> "Cede de Co." shall mean Cede Co_, the nomiiwe of DTC, and any <br /> successor nominee of DTC with respect to the Bonds. <br /> "DTC" shall mean The Depository Trust Company of New York, <br /> New York. <br /> "Participant" shall mean any broker dealer, bank or other financial <br /> institution for which DTC holds Bonds as securities depository. <br /> "Representation Letter" shall mean the Representation Letter from the <br /> City and the Registrar to DTC with respect to the Bonds, substantially in the form <br /> attached to this resolution as Exhibit A. <br /> (b) The Bonds shall be initially issued as separately authenticated fully <br /> registered bonds, and one Bond shall be issued in the principal amount of each <br /> stated maturity of the Bonds. Upon initial issuance, the ownership of such Bonds <br /> shall be registered in the bond register in the name of Cede Co., as nominee of <br /> D`TC. The Registrar and the City may treat DTC (or its nominee) as the sole and <br /> the payment of <br /> exclusive owner of the Bonds registered in its name for purposes of <br /> the principal of or interest on the Bonds, selecting the Bonds or portions thereof to <br /> be redeemed, if any, giving any notice permitted or required to be given to registered <br /> owners of Bonds under this resolution, registering the transfer of Bonds, and for all <br /> other purposes whatsoever; and neither the Registrar nor the City shall be affected <br /> by any notice to the contrary. Neither the Registrar nor the City shall have any <br /> ic+esponsibdity or obligation to any Participant, any person claiming a beneficial <br /> ownership interest in the Bonds under or through DTC or any Participant, or any <br /> other person which is not shown on the bond register as being a registered owner of <br /> any Binds, with respect to the accuracy of any records maintained by DTC or any <br /> Participant, with respect to the payment by DTC or any Participant of any amount <br /> with respect to the principal of cc interest on the Bonds, with respect to any notice <br /> which is permitted or required to be given to owners of Bonds under this <br /> resolution, with respect to the selection: by urc or any Participant of any person to <br /> receive payment in the event of a partial redemption of the Bonds, or with respect <br /> to any consent given or other action taken by DTC as registered owner of the Bonds. <br /> So long as any Bond is registered in the name of Cede Co., as nominee of arc, the <br /> Registrar shall pay all principal of and interest on such Bond, and shall give all <br /> notices with respect to such Bond, only to Cede Co. in accordance with the <br /> 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 /> -12- <br />