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any Bonds, with respect to the accuracy of any records maintained by DTC or any <br /> Participant, with respect to the payment by DTC or any Participant of any amount <br /> with respect to the principal of or interest on the Bonds, with respect to any notice <br /> which is permitted or required to be given to owners of Bonds under this <br /> resolution, with respect to the selection by DTC or any Participant of any person to <br /> receive payment in the event of a partial redemption of the Bonds, or with respect <br /> to any consent given or other action taken by DTC as registered owner of the Bonds. <br /> 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 <br /> notices with respect to such Bond, only to Cede & Co. in accordance with the <br /> Representation Letter, and all such payments shall be valid and effective to fully <br /> satisfy and discharge the City's obligations with respect to the principal of and <br /> interest on the Bonds to the extent of the sum or sums so paid. No person other <br /> than DTC shall receive an authenticated Bond for each separate stated maturity <br /> evidencing the obligation of the City to make payments of principal and interest. <br /> Upon delivery by DTC to the Registrar of written notice to the effect that DTC has <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 /> DTC 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 is hereby authorized, and execution of the Representation Letter by the <br /> Mayor shall be conclusive evidence of approval by the Mayor of the form and terms <br /> thereof. The Representation Letter shall set forth certain matters with respect to, <br /> among other things, notices, consents and approvals by registered owners of the <br /> Bonds and Beneficial Owners and payments on the Bonds. The Registrar shall have <br /> the same rights with respect to its actions thereunder as it has with respect to its <br /> actions under 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 /> -13- <br />