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• (b) The Bonds shall be initially issued as separately authenticated fully registered <br /> bonds, and one Bond shall be issued in the principal amount of each stated maturity of the Bonds. <br /> Upon initial issuance, the ownership of such Bonds shall be registered in the bond register in the name <br /> of Cede & Co., as nominee of DTC. The Registrar and the City may treat DTC (or its nominee) as the <br /> sole and exclusive owner of the Bonds registered in its name for the purposes of payment of the <br /> principal of or interest on the Bonds, selecting the Bonds or portions thereof to be redeemed, if any, <br /> giving any notice permitted or required to be given to registered owners of Bonds under this resolution, <br /> registering the transfer of Bonds, and for all other purposes whatsoever; and neither the Registrar nor <br /> the City shall be affected by any notice to the contrary. Neither the Registrar nor the City shall have <br /> any responsibility or obligation to any Participant, any person claiming a beneficial ownership interest in <br /> the Bonds under or through DTC or any Participant, or any other person which is not shown on the <br /> bond register as being a registered owner of any Bonds, with respect to the accuracy of any records <br /> maintained by DTC or any Participant, with respect to the payment by DTC or any Participant of any <br /> amount with respect to the principal of or interest on the Bonds, with respect to any notice which is <br /> permitted or required to be given to owners of Bonds under this resolution, with respect to the selection <br /> by DTC or any Participant of any person to receive payment in the event of a partial redemption of the <br /> Bonds, or with respect to any consent given or other action taken by DTC as registered owner of the <br /> Bonds. So long as any Bond is registered in the name of Cede & Co., as nominee of DTC, the <br /> Registrar shall pay all principal of and interest on such Bond, and shall give all notices with respect to <br /> such Bond, only to Cede& Co. in accordance with the Representation Letter, and all such payments <br /> • shall be valid and effective to fully satisfy and discharge the City's obligations with respect to the <br /> principal of and interest on the Bonds to the extent of the sum or sums so paid. No person other than <br /> DTC shall receive an authenticated Bond for each separate stated maturity evidencing the obligation of <br /> the City to make payments of principal and interest. Upon delivery by DTC to the Registrar of written <br /> notice to the effect that DTC has determined to substitute a new nominee in place of Cede& Co., the <br /> Bonds will be transferable to such new nominee in accordance with paragraph (d) hereof. <br /> (c) In the event the City determines that it is in the best interest of the Beneficial <br /> Owners that they be able to obtain Bonds in the form of bond certificates, the City may notify DTC and <br /> the Registrar, whereupon DTC shall notify the Participants of the availability through DTC of Bonds in <br /> the form of certificates. In such event, the Bonds will be transferable in accordance-with paragraph (d) - <br /> hereof. DTC may determine to discontinue providing its services with respect to the Bonds at any time <br /> by giving notice to the City and the Registrar and discharging its responsibilities with respect thereto <br /> under applicable law. In such event the Bonds will be transferable in accordance with paragraph (d) <br /> hereof. <br /> (d) In the event that any transfer or exchange of Bonds is permitted under paragraph <br /> (b) or(c) hereof, such transfer or exchange shall be accomplished upon receipt by the Registrar of the <br /> Bonds to be transferred or exchanged and appropriate instruments of transfer to the permitted <br /> transferee in accordance with the provisions of this resolution. In the event Bonds in the form of <br /> • -13- <br />