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<br />. <br /> <br />. <br /> <br />. <br /> <br />311176.1 <br /> <br />pay all principal of and premium, if any, and interest <br />on the Bonds only to or upon the Holder or the Holders <br />of the Bonds, as shown on the Bond Registrar's bond <br />register, and all such payments shall be valid and <br />effective to fully satisfy and discharge the City's <br />obligations with respect to the principal of and <br />premium, if any, and interest on the Bonds to the <br />extent of the sum or sums so paid. <br /> <br />(v) Upon delivery by the Depository to the Bond <br />Registrar of written notice to the effect that the <br />Depository has determined to substitute a new Nominee <br />in place of the existing Nominee, and subject to the <br />transfer provisions in paragraph 11 hereof, references <br />to the Nominee hereunder shall refer to such new <br />Nominee. <br /> <br />(vi) So long as any Bond is registered in the <br />name of a Nominee, all payments with respect to the <br />principal of and premium, if any, and interest on such <br />Bond and all notices with respect to such Bond shall be <br />made and given, respectively, by the Bond Registrar or <br />the City, as the case may be, to the Depository as <br />provided in the Blanket Issuer Letter of <br />Representations required by the Depository as a <br />condition to its acting as book-entry Depository for <br />the Bonds (said Blanket Issuer Letter of <br />Representations, together with any replacement thereof <br />or amendment or substitute thereto, including any <br />standard procedures or policies referenced therein or <br />applicable thereto respecting the procedures and other <br />matters relating to the Depository's role as book-entry <br />Depository for the Bonds, are collectively hereinafter <br />referred to as the "Blanket Issuer Letter of <br />Representations") . <br /> <br />(vii) All transfers of beneficial ownership <br />interests in each Bond issued in book-entry form shall <br />be limited in principal amount to authorized <br />denominations and shall be effected by the Depository <br />with the Participants for recording and transferring <br />the ownership of beneficial interests in such Bonds. <br /> <br />(viii) In connection with any notice or other <br />communication to be provided to the Holders pursuant to <br />this Resolution by the City or the Bond Registrar with <br />respect to any consent or other action to be taken by <br />Holders, the Depository shall consider the date of <br />receipt of notice requesting such consent or other <br />action as the record date for such consent or other <br />action; provided, that the City or the Bond Registrar <br />may establish a special record date for such consent or <br />other action. The City or the Bond Registrar shall, to <br /> <br />5 <br />