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neither the Registrar nor the City shall be affected by any notice to the contrary. Neither the <br />Registrar nor the City shall have any responsibility or obligation to any Participant, any person <br />claiming a beneficial ownership interest in the Bonds under or through DTC or any Participant, or <br />any other person which is not shown on the bond register as being a registered owner of any Bonds, <br />with respect to the accuracy of any records maintained by DTC or any Participant, with respect to <br />the payment by DTC or any Participant of any amount with respect to the principal of or interest <br />on the Bonds, with respect to any notice which is permitted or required to be given to owners of <br />Bonds under this resolution, with respect to the selection by DTC or any Participant of any person <br />to receive payment in the event of a partial redemption of the Bonds, or with respect to any consent <br />given or other action taken by DTC as registered owner of the Bonds. So long as any Bond is <br />registered in the name of Cede & Co., as nominee of DTC, the Registrar shall pay all principal of <br />and interest on such Bond, and shall give all notices with respect to such Bond, only to Cede & <br />Co. in accordance with DTC's Operational Arrangements, and all such payments shall be valid <br />and effective to fully satisfy and discharge the City's obligations with respect to the principal of <br />and interest on the Bonds to the extent of the sum or sums so paid. No person other than DTC <br />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 <br />written notice to the effect that DTC has determined to substitute a new nominee in place of Cede <br />& Co., the Bonds will be transferable to such new nominee in accordance with paragraph (e) <br />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 <br />and the Registrar, whereupon DTC shall notify the Participants of the availability through DTC of <br />Bonds in the form of certificates. In such event, the Bonds will be transferable in accordance with <br />paragraph (e) hereof. DTC may determine to discontinue providing its services with respect to the <br />Bonds at any time by giving notice to the City and the Registrar and discharging its responsibilities <br />with respect thereto under applicable law. In such event the Bonds will be transferable in <br />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 <br />(b) 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 owner <br />of all the Bonds, or another securities depository as owner of all the Bonds, the provisions of this <br />resolution shall also apply to all matters relating thereto, including, without limitation, the printing <br />of such Bonds in the form of bond certificates and the method of payment of principal of and <br />interest on such Bonds in the form of bond certificates. <br />2.09. Form of Bonds. The Bonds shall be printed in substantially the form attached as <br />Exhibit A hereto. <br />4852-6958-9943\5 <br />6 <br />