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nominee in place of CEDE & CO., the words "CEDE & CO." in this Order shall refer to such <br /> new nominee of DTC. <br /> With respect to Bonds registered in the name of a securities depository or its <br /> nominee, the City and the Registrar shall have no responsibility or obligation to any DTC <br /> Participant or Beneficial Owner with respect to the following: (i) the accuracy of the records of <br /> any securities depository or its nominee with respect to any ownership interest in the Bonds, (ii) <br /> the delivery to any DTC Participant or other person or any other person, other than DTC, of any <br /> notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any <br /> DTC Participant or any other person, other than DTC, of any amount with respect to the <br /> principal of or premium, if any, or interest on the Bonds. The Registrar shall pay all principal of <br /> and premium, if any, and interest on the Bonds only to or upon the order of DTC, and all such <br /> payments shall be valid and effective to fully satisfy and discharge the City's obligations with <br /> respect to the principal and interest on the Bonds to the extent of the sum or sums so paid. So <br /> long as the Book-Entry Only System is in effect, no person other than DTC shall receive an <br /> authenticated Bond. <br /> (c) Upon receipt by the City and the Registrar of written notice from the <br /> securities depository to the effect that it is unable or unwilling to discharge its responsibilities <br /> under the Book-Entry Only System, the Registrar shall issue, transfer and exchange Bonds of the <br /> initial 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 <br /> Owner that they be able to obtain printed Bonds, the City may so notify the securities depository <br /> and the 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 <br /> long as any Bond is registered in the name of a securities depository or its nominee, all payments <br /> of 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 /> -13- <br />