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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 hereof, <br /> references to the 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 /> (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 2 <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 /> 1693357v1 5 <br />