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, - . <br /> • respect to such Bond shall be�rnade and given, respectively, to DTC as provided in the <br /> Representation Letter. <br /> ' (e) The execution and delivery 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 /> revisions 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 matters with respect to, among other things, notices, consents <br /> and approvals by registered owners of the Bonds and Beneficial Owners and payments on the <br /> Bonds. The Registrar shall have the same rights with respect to its actions thereunder as it has <br /> with respect to its actions under this Resolution. <br /> (fl 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 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 office of the Bond Registrar an office or agency for the payment <br /> iof the principal of and interest on such Bonds, as in 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 satisfactory to the Bond Re?istrar, <br /> duly executed by the registered owner or the owner's duly authorized attorney, and upon <br /> payment of any tax, fee or other governmental charge required to be paid ��ith respect to such <br /> transfer, the City shall execute and the Bond Registrar shall authenticate and deliver, in the <br /> name of the designated transferee or transferees, one or more fully registered Bonds of the <br /> same series, of any authorized denominations and of a like aggregate principal amount, interest <br /> rate and maturity. The Bonds, upon surrender thereof at the office of the Bond Re�istrar, may, <br /> at the option of the registered owner thereof, be exchanged for an equal a�gregate principal <br /> amount of Bonds of the same maturity and interest rate of any authorized denominations. In all <br /> cases in which the privilege of exchanging Bonds or transferring fully registered Bonds is � <br /> exercised, the City shall execute and the Bond Registrar sha11 deliver Bonds in accordance with <br /> the provisions of this Resolution. For every such exchange or transfer of Bonds, whether <br /> temporary or definitive, the City or the Bond Registrar may make a charge sufficient to � <br /> reimburse it for any tax, fee or other governmental charge required to be paid with respect to <br /> such exchange or transfer, which sum or sums shall be paid by the person requestinj such <br /> exchange or transfer as a condition precedent to the exercise of the privilege of makin� such � <br /> exchange or transfer. Notwithstanding any other provision of this Resolution, the cost of � <br /> � <br /> -10- <br />