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Neither the Registrar nor the City shall have any responsibility or obligation to any Participant, <br />any person claiming a beneficial ownership interest in the Bonds under or through DTC or any <br />Participant, or any other person which is not shown on the Bond Register as being a registered <br />owner of 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 with respect to <br />the principal of or interest on the Bonds, with respect to any notice which is permitted or <br />required to be given to owners of Bonds under this resolution, with respect to the selection by <br />DTC or any Participant of any person to receive payment in the event of a partial redemption of <br />the Bonds, or with respect to any consent given or other action taken by DTC as registered owner <br />of the Bonds. So long as any Bond is registered in the name of Cede & Co., as nominee of DTC, <br />the Registrar shall pay all principal of and interest on such Bond, and shall give all notices with <br />respect to such Bond, only to Cede & Co. in accordance with DTC's Operational Arrangements, <br />and all such payments shall be valid and effective to fully satisfy and discharge the City's <br />obligations with respect to the principal of and interest on the Bonds to the extent of the sum or <br />sums so paid. No person other than DTC shall receive an authenticated Bond for each separate <br />stated maturity 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 determined to <br />substitute a new nominee in place of Cede & Co., the Bonds will be transferable to such new <br />nominee in accordance with paragraph (e) hereof. <br />(c) In the event the City determines that it is in the best interest of the Beneficial Owners <br />that they be able to obtain Bonds in the form of physical certificates, the City may notify DTC <br />and the Registrar, whereupon DTC shall notify the Participants of the availability through DTC <br />of Bonds in the form of certificates. In such event, the Bonds will be transferable in accordance <br />with paragraph (e) hereof. DTC may determine to discontinue providing its services with respect <br />to the Bonds 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 will be <br />transferable in accordance with paragraph (e) hereof. <br />(d) The execution and delivery of the Representation Letter to DTC, if not previously <br />filed with DTC, by the Mayor or City Manager is hereby authorized and directed. <br />(e) In the event that any transfer or exchange of Bonds is permitted under paragraph (b) <br />or (c) hereof, such transfer or exchange shall be accomplished upon receipt by the Registrar of <br />the 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 />certificates are issued to owners other than Cede & Co., its successor as nominee for DTC as <br />owner of all the Bonds, or another securities depository as owner of all the Bonds, the provisions <br />of this resolution shall also apply to all matters relating thereto, including, without limitation, the <br />printing of such Bonds in the form of physical certificates and the method of payment of <br />principal of and interest on such Bonds in the form of physical certificates. <br />2.09. Form of Bonds. The Bonds shall be prepared in substantially the form found at <br />EXHIBIT A attached hereto. <br />7 <br />