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12831294v1 <br /> <br /> 4 <br /> <br />redemption and other matters with respect to the Bonds, for the purpose of obtaining any <br />consent or other action to be taken by Holders for the purpose of registering transfers <br />with respect to such Bonds, and for all purpose whatsoever. The Bond Registrar, as <br />paying agent hereunder, shall pay all principal of and premium, if any, and interest on the <br />Bonds only to the Holder or the Holders of the Bonds as shown on the bond register, and <br />all such payments shall be valid and effective to fully satisfy and discharge the City's <br />obligations with respect to the principal of and premium, if any, and interest on the Bonds <br />to the extent of the sum or sums so paid. <br />(v) Upon delivery by the Depository to the Bond Registrar of written notice to <br />the effect that the Depository has determined to substitute a new Nominee in place of the <br />existing Nominee, and subject to the transfer provisions in paragraph 10, references to the <br />Nominee hereunder shall refer to such new Nominee. <br />(vi) So long as any Bond is registered in the name of a Nominee, all payments <br />with respect to the principal of and premium, if any, and interest on such Bond and all <br />notices with respect to such Bond shall be made and given, respectively, by the Bond <br />Registrar or City, as the case may be, to the Depository as provided in the Letter of <br />Representations to the Depository required by the Depository as a condition to its acting <br />as book-entry Depository for the Bonds (said Letter of Representations, together with any <br />replacement thereof or amendment or substitute thereto, including any standard <br />procedures or policies referenced therein or applicable thereto respecting the procedures <br />and other matters relating to the Depository's role as book-entry Depository for the <br />Bonds, collectively hereinafter referred to as the "Letter of Representations"). <br />(vii) All transfers of beneficial ownership interests in each Bond issued in <br />book-entry form shall be limited in principal amount to Authorized Denominations and <br />shall be effected by procedures by the Depository with the Participants for recording and <br />transferring the ownership of beneficial interests in such Bonds. <br />(viii) In connection with any notice or other communication to be provided to <br />the Holders pursuant to this Resolution by the City or Bond Registrar with respect to any <br />consent or other action to be taken by Holders, the Depository shall consider the date of <br />receipt of notice requesting such consent or other action as the record date for such <br />consent or other action; provided, that the City or the Bond Registrar may establish a <br />special record date for such consent or other action. The City or the Bond Registrar shall, <br />to the extent possible, give the Depository notice of such special record date not less than <br />15 calendar days in advance of such special record date to the extent possible. <br />(ix) Any successor Bond Registrar in its written acceptance of its duties under <br />this Resolution and any paying agency/bond registrar agreement, shall agree to take any <br />actions necessary from time to time to comply with the requirements of the Letter of <br />Representations. <br />(c) Termination of Book-Entry Only System. Discontinuance of a particular <br />Depository's services and termination of the book-entry only system may be effected as follows: