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APR 06 '93 11:59AM EILERS ASSOCIATES P.1623 <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 /> D1'C 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 and City Clerk in the forgo attached hereto as Exhibit A with such <br /> changes, omissions, insertions and revisions as the Mayor and City Clerk shall deem <br /> advisable, is hereby authorized, and execution of the Representation Letter by the <br /> Mayor and City Clerk shall be conclusive evidence of such approval. The <br /> Representation Letter shall set forth certain matters with respect to, among other <br /> things, notices, consents and approvals by registered owners of the Bonds and <br /> 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 <br /> 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 /> Section 4. Security Provisions. <br /> 4.01. 1993 Improvement gonstruction Fund. There is hereby created a <br /> special bookkeeping fund to be designated as the "1993 Improvement Construction <br /> Fund" (hereinafter referred to as the Construction. Fund), to be held and <br /> administered by the City Clerk separate and apart from all other funds of the City. <br /> Thee .City appropriates to the Construction Fund (a) the proceeds of the sale of the <br /> Bonds, and (b) all collections of special assessments levied for the Improvement <br /> -13- <br />