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written notice to the effect that DTC has determined to substitute a new nominee in place <br />of Cede & Co., the Bonds will be transferable to such new nominee in accordance with <br />subparagraph (f) 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 DTC <br />and the Registrar, whereupon DTC shall notify the Participants, of the availability <br />through DTC of Bond certificates. In such event, the Bonds will be transferable in <br />accordance with subparagraph (f) hereof DTC may determine to discontinue providing <br />its services with respect to the Bonds at any time by giving notice to the City and the <br />Registrar and discharging its responsibilities with respect thereto under applicable law. <br />In such event the Bonds will be transferable in accordance with subparagraph (f) hereof. <br />(d) Notwithstanding any other provision of this Resolution apparently to the <br />contrary, so long as any Bond is registered 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 <br />notices with respect to such Bond shall be made and given, respectively, to DTC as <br />provided in the Representation Letter. <br />(e) The Representation Letter to DTC is hereby confirmed and expressly <br />made applicable to the Bonds. The Representation Letter sets forth certain matters with <br />respect to, among other things, notices, consents and approvals by registered owners of <br />the Bonds and Beneficial Owners and payments on the Bonds. The Registrar shall have <br />the same rights with respect to its actions thereunder as it has with respect to its actions <br />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 <br />receipt by the Registrar from the registered owners thereof of the Bonds to be transferred <br />or exchanged and appropriate instruments of transfer to the permitted transferee in <br />accordance with the provisions of paragraph 7 hereof. <br />7. 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 of <br />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 of <br />the Bond Registrar with a written instrument of transfer satisfactory to the Bond Registrar, duly <br />executed by the registered owner or the owner's duly authorized attorney, and upon payment of <br />any tax, fee or other governmental charge required to be paid with respect to such transfer, the <br />City shall execute and the Bond Registrar shall authenticate and deliver, in the name of the <br />designated transferee or transferees, one or more fully registered Bonds of the same series, of <br />any authorized denominations and of a like aggregate principal amount, interest rate and <br />maturity. The Bonds, upon surrender thereof at the office of the Bond Registrar, may, at the <br />option of the registered owner thereof, be exchanged for an equal aggregate principal amount of <br />Bonds of the same maturity and interest rate of any authorized denominations. In all cases in <br />which the privilege of exchanging Bonds or transferring fully registered Bonds is exercised, the <br />SALE RESOLUTION <br />