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discharge the Issuer's obligations with respect to the principal of and interest on the Bonds to the <br />extent of the sum or sums so paid. No person other than DTC shall receive an authenticated <br />Bond for each separate stated maturity evidencing the obligation of the Issuer to make payments <br />of principal and interest. Upon delivery by DTC to the Registrar of written notice to the effect <br />that DTC has 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 Issuer 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, the Issuer <br />may notify DTC and the Registrar, whereupon DTC shall notify the Participants of the <br />availability through DTC of Bonds in the form of certificates. In such event, the Bonds will be <br />transferable in accordance with paragraph (e) hereof. DTC may determine to discontinue <br />providing its services with respect to the Bonds at any time by giving notice to the Issuer and the <br />Registrar and discharging its responsibilities with respect thereto under applicable law. In such <br />event the Bonds will be transferable in accordance with paragraph (e) hereof. <br />(d) The execution and delivery of the Representation Letter to DTC, if not <br />previously filed with DTC, by the Mayor or City Administrator is hereby authorized and. <br />directed. <br />(e) In the event that any transfer or exchange of Bonds is permitted under <br />paragraph (b) or (c) hereof, such transfer or exchange shall be accomplished upon receipt by the <br />Registrar of the Bonds to be transferred or exchanged and appropriate instruments of transfer to <br />the permitted transferee in accordance with the provisions of this resolution. In the event Bonds <br />in the form of certificates are issued to owners other than Cede & Co., its successor as nominee <br />for DTC as 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, including, without <br />limitation, the printing of such Bonds in the form of bond certificates and the method of payment <br />of principal of and interest on such Bonds in the form of bond certificates. <br />form: <br />2.09. Form of Bonds. The Bonds shall be prepared in substantially the following <br />UNITED STATES OF AMERICA <br />STATE OF MINNESOTA <br />CITY OF LADE ELMO <br />GENERAL OBLIGATION REFUNDING BOND, SERIES 2009A <br />Interest Rate Maturity Date Date of Original Issue CUSIP No. <br />% December 1, 20_ May 1, 2009 <br />REGISTERED OWNER: CEDE & CO. <br />PRINCIPAL AMOUNT: THOUSAND DOLLARS <br />