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39 <br />Beneficial Owner with respect to the following: (i) the accuracy of the records of any securities <br />depository or its nominee with respect to any ownership interest in the Bonds, (ii) the delivery to <br />any DTC Participant or other person or any other person, other than DTC, of any notice with <br />respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC <br />Participant or any other person, other than DTC, of any amount with respect to the principal of or <br />premium, if any, or interest on the Bonds. The Registrar shall pay all principal of and premium, <br />if any, and interest on the Bonds only to or upon the order of DTC, and all such payments shall <br />be valid and effective to fully satisfy and discharge the City's obligations with respect to the <br />principal and interest on the Bonds to the extent of the sum or sums so paid. So long as the <br />Book -Entry Only System is in effect, no person other than DTC shall receive an authenticated <br />Bond. <br />(c) Upon receipt by the City and the Registrar of written notice from the securities <br />depository to the effect that it is unable or unwilling to discharge its responsibilities under the <br />Book -Entry Only System, the Registrar shall issue, transfer and exchange Bonds of the initial <br />series as requested by the securities depository in appropriate amounts, and whenever the <br />securities depository requests the City and the Registrar to do so, the City and the Registrar shall <br />cooperate with the securities depository in taking appropriate action after reasonable notice (i) to <br />arrange for a substitute depository willing and able, upon reasonable and customary terms, to <br />maintain custody of the Bonds, or (ii) to make available Bonds registered in whatever name or <br />names the Beneficial Owner registering ownership transferring or exchanging such Bonds shall <br />designate, in accordance with clause (f) or clause (g) below, whichever is applicable. <br />(d) In the event the City determines that it is in the best interests of the Beneficial Owner <br />that they be able to obtain printed Bonds, the City may so notify the securities depository and the <br />Registrar, whereupon the securities depository shall notify the Beneficial Owners of the <br />availability through the securities depository of such printed Bonds. In such event, the City shall <br />cause to be prepared and the Registrar shall issue, transfer and exchange the printed Bonds fully <br />executed and authenticated, as requested by the securities depository in appropriate amounts and, <br />whenever the securities depository requests, the City and the Registrar shall cooperate with the <br />securities depository in taking appropriate action after reasonable notice to make available <br />printed Bonds registered on the Bond Register in whatever name or names the Beneficial Owners <br />entitled to receive Bonds shall designate, in accordance with clause (f) or clause (g) below, <br />whichever is applicable. <br />(e) Notwithstanding any other provisions of this Resolution to the contrary, so long as <br />any Bond is registered in the name of a securities depository or its nominee, all payments of <br />principal and interest on the Bond and all notices with respect to the Bond shall be made and <br />given, respectively, to the securities depository. <br />(f) In the event that the Book -Entry Only System established pursuant to this Section is <br />discontinued, except as provided in clause (g), the Bonds shall be issued through the securities <br />depository to the Beneficial Owners. <br />(g) In the event of termination of the Book -Entry Only System, the City shall have the <br />right to terminate, and shall take all steps necessary to terminate, all arrangements with the <br />-11- <br />