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authenticated Bond for each separate stated maturity evidencing the obligation of the City to <br />make payments of principal and interest. Upon delivery by DTC to the Registrar of written <br />notice to the effect that D fC 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 subparagraph (0 <br />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 Bond certificates, the City may notify DI'C and <br />the Registrar, whereupon DTC shall notify the Participants, of the availability through DTC <br />of Bond certificates. In such event, the Bonds will be transferable in accordance with <br />subparagraph (t) hereof D fC may determine to discontinue providing its serv ices with <br />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 subparagraph (I) hereof <br />(d) Notwithstanding any other provision of this Resolution apparently to <br />the contrary, so long as any Bond is registerec' in the name of Cede & Co., as nominee of <br />DTC, all payments with respect to the principal of and interest on such Bond and all notices <br />with respect to such Bond shall be made and given, respectively, to D'fC as provided in the <br />Representation Letter. <br />(e) The e.xecution and deliver>’ of the Representation Letter to DTC by the <br />Mayor or the City Clerk, is hereby ratified and confirmed and the terms of the Representation <br />Letter are made applicable to the Bonds. The Representation Letter incorporate by reference <br />certain matters with respect to, among other things, notices, consents and approvals by <br />registered owners of the Bonds and Beneficial Owners and payments on the Bonds. The <br />Registrar shall have the same rights with respect to its actions thereunder as it has with <br />respect to its actions under this Resolution. <br />(I) In the event that any transfer or exchange of Bonds is permitted under <br />subparagraph (b) or (c) hereof such transfer or exchange shall be accomplished upon receipt <br />by the Registrar from the registered owners thereof of the Bonds to be transferred or <br />exchanged and appropriate instruments of transfer to the permitted transferee in accordance <br />with the provisions of paragraph 7 hereof <br />7. As long as any of the Bonds issued hereunder shall remain outstanding, <br />the City shall maintain and keep at the office of the Bond Registrar an olTice or agency for <br />the payment of the principal of and interest on such Bonds, as in this Resolution provided, <br />and for the registration and transfer of such Bonds, and shall also keep at said olTice of the <br />Bond Registrar books for such registration and transfer. Upon surrender for transfer of any <br />Bond at the office of the Bond Registrar with a written instrument of transfer satisfactory to <br />the Bond Registrar, duly executed by the registered owner or the owner’s duly authorized <br />attorney, and upon payment of any tax, fee or other governmental charge required to be paid <br />with respect to such transfer, the City shall execute and the Bond Registrar shall authenticate <br />and deliver, in the name of the designated transferee or transferees, one or more liilly <br />8 <br />1