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45 <br />respect to the principal of or interest on the Bonds, with respect to any notice which is permitted <br />or 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 the Representation Letter, and all <br />such payments shall be valid and effective to fully satisfy and discharge the City's obligations <br />with respect to the principal of and interest on the Bonds to the extent of the sum or sums so <br />paid. No person other than DTC shall receive an authenticated Bond for each separate stated <br />maturity evidencing the obligation of the City to make payments of principal and interest. Upon <br />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 (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 <br />DTC and the Registrar, whereupon DTC shall notify the Participants of the availability through <br />DTC of Bonds in the form of certificates. In such event, the Bonds will be transferable in <br />accordance with paragraph (d) hereof. DTC may determine to discontinue providing its services <br />with respect to the Bonds at any time by giving notice to the City and the Registrar and <br />discharging its responsibilities with respect thereto under applicable law. In such event the <br />Bonds will be transferable in accordance with paragraph (d) hereof. <br />(d) In the event that any transfer or exchange of Bonds is permitted under <br />paragraph (b) or (c) hereof, such transfer or exchange shall be accomplished upon receipt by the <br />Registrar of the Bonds to be transferred or exchanged and appropriate instruments of transfer to <br />the permitted transferee in accordance with the provisions of this resolution. In the event Bonds <br />in the form of certificates are issued to owners other than Cede & Co., its successor as nominee <br />for DTC as owner of all the Bonds, or another securities depository as owner of all the Bonds, <br />the provisions of this resolution shall also apply to all matters relating thereto, including, without <br />limitation, the printing of such Bonds in the form of bond certificates and the method of payment <br />of principal of and interest on such Bonds in the form of bond certificates. <br />Section 4. Use of Proceeds; Security Provisions. <br />4.01. Use of Proceeds. Upon payment for the Bonds by the Purchaser, the City <br />Manager shall deposit proceeds of the Bonds in the amount of $1,450,000 in the sinking fund <br />established for the Prior Bonds to be applied to the payment of the principal amount of the Prior <br />Bonds on the Redemption Date, the accrued interest on the Bonds paid by the Purchaser shall be <br />deposited in the Bond Fund created in Section 4.02 hereof and the remaining proceeds of the <br />Bonds shall be used to pay costs of issuance of the Bonds and costs of refunding the Prior Bonds. <br />4.02. 2013 Water and Sewer Utility Bond Fund. So long as any of the Bonds are <br />outstanding and any principal of or interest thereon unpaid, the City Finance Director shall <br />maintain on its books and records a separate and special bookkeeping fund designated "2013 <br />Water and Sewer Utility Bond Fund" (the "Bond Fund") to be used for no purpose other than the <br />-11- <br />