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r <br />respect to such Bond rfiall he mixle and gi%-en, respecti\‘dy. to DTC as pro\itied in the <br />Repre^nlation Letter <br />(e) The execution and deliver>’ of the Representation Letter to DTC by the <br />Mayor or the City Clerk, in the form presented, with such changes, omissions, insertions and <br />re\isions as the officer executing the same shall deem advisable, is hereby authorized and <br />execution of the Representation Letter by the Mayor or the Clerk shall be conclusive evidence <br />of such approval The Representation Letter (or the Operational Arrangements referenced <br />therein) shall set forth certain m.itters with respect to, among other things, notices, consents <br />and approvals by registered owners of the Bonds and Beneficial Owners and pavments on the <br />Bonds The Registrar shall hav e the smne rights with respect to its actions thereunder as it has <br />with respect to its actions under this Resolution. <br />(f) 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 ow ners thereof of the Bonds to be transferred or <br />exchanged and appropriate instruments of transfer to the permitted transferee m accordance <br />with the provisions of paragraph 8 hereof <br />8. As long as any of the Bonds issued hereunder shall remain outstanding, the City <br />shall maintain and keep at the ofTice of the Bond Registrar an office or agency for the payment <br />of the principal of and interest on such Bonds, as m this Resolution provided, and for the <br />registration and transfer of such Bonds, and shall also keep at said office of the Bond Registrar <br />books for such registration and transfer Upon surrender for transfer of any Bond at the office <br />of the Bond Registrar with a written instrument of transfer satisfactoiy to the Bond Registrar, <br />duly e.xecuted by the registered owner or the owner's duly authorized attoiney. and upon <br />payment of any tax, fee or other gov ernmental charge required to be paid w ith respect to such <br />transfer, the C ity shall execute and the Bond Registrar shall authenticate and deliver, in the <br />name of the designated transferee or transferees, one or more fuliv regi.stercd Bonds of the <br />same series, of any authorized denominations and of a like aggregate principal amount, interest <br />rate and maturity I he Bonds, upon surrender thereof at the office of the Bond Registrar, may, <br />at the option of the registered owner thereof, be exchanged for an equal aggregate principal <br />amount of Bonds of the .same maturity and intere.st rate of any authorized denominations In all <br />ca.ses in which the privilege of exchanging Bonds or transferring fully registered Bonds is <br />exercised, the City shall execute and the Bond Registrar shall deliver Bonds in accordance with <br />the provisions of this Resolution For eveiy- such exchange or transfer of Bonds, whether <br />temporary or definitive, the City or the Bond Registrar may make a charge sufficient to <br />remiburse it for any tax, fee or other governmental charge required to be paid w ith respect to <br />such exchange or trimsfer, which sum or sums shall be paid b\ the per.son requesting such <br />exchange or transfer as a condition precedent to the exerci.se of the privilege of making such <br />exchange or tran.sfer Notwithstanding any other provision of this Resolution, the cost of <br />-10-