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<br />. <br /> <br />. <br /> <br />. <br /> <br />and 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 /> <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 hereof, <br />references to the Nominee hereunder shall refer to such new Nominee. <br /> <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 It). <br /> <br />(vii) All transfers of beneficial ownership interests in each Bond issued in book- <br />entry form shall be limited in principal amount to Authorized Denominations and shall be <br />effected by procedures by the Depository with the Participants for recording and <br />transferring the ownership of beneficial interests in such Bonds. <br /> <br />(viii) In connection with any notice or other communication to be provided to the <br />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 /> <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 /> <br />(x) In the case of a partial prepayment of a Bond, the Holder may, in lieu of <br />surrendering the Bonds for a Bond of a lesser denomination as provided in paragraph 5 <br />hereof, make a notation of the reduction in principal amount on the panel provided on the <br />Bond stating the amount so redeemed. <br /> <br />(c) Termination ofBook-Entrv Only System. Discontinuance of a particular <br />Depository's services and termination of the book-entry only system may be effected as follows: <br /> <br />1 768593vl <br /> <br />4 <br /> <br />D 5~5t)- <br />