Res. #11-007 - Accepting Proposals on the Sale of $2,760,000 G.O. Refunding Bond

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( fl So long as any Bond is registered in the name of a Nominee, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond sha11 be made and given, respectively, by the Registrar or City, as the case may be, to the Depository as provided in the Letter of Representa.tions to the Depository required by the Depository as a condition to its acting as book-entry Depository for the Bonds (said Letter of Representations, together with any replacement thereof or amendment or substitute thereto, including any standard procedures or policies referenced therein or applicable thereto respecting the procedures and other matters relating to the Depository's role as book-entry Depository for the Bonds, collectively hereinafter referred to as the "Letter of Representations"). (g) All transfers of beneficial owneiship interests in each Bond issued in book-entry form shall be limited in principal amount to Authorized Denominations and sha11 be effected by procedures by the Depository with the Participants for recording and transferring the ownership of beneficial interests in such Bonds. (h) In connection with any notice or other communication to be provided to the Holders pursuant to this Resolution by the City or the Registrar with respect to any consent or other action to be taken by Holders, the Depository shall consider the date of receipt of notice requesting such consent or other action as the record date for such consent or other action; '', provided, that the City or the Registrax may establish a special record date for such consent or � other action. The City or the Registrar shall, to the extent possible, give the Depository notice of special record date not less than 25 calendar days in advance of such special record date to the extent possible. (i) Any successor Registrar in its written acceptance of its duties under this Resolution and any paying agency/bond registrar agreement, sha11 agree to takb any actions necessary from time to time to comply with the requirements of the Letter of Representations. (j) In the case of a partial prepayment of a Bond, the Holder may, in lieu of ' surrendering the Bond for a Bond of a lesser denomination as provided in Section 6 hereof, make a notation of the reduction in principal amount on the panel provided on the Bond stating the amount so redeemed. Section 3. Termination of Book-Entr,y Only Svstem. Discontinuance of a particular Depository's services and termination of the book-entry only system may be effected as follows: (a) The Depository may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the City and discharging its responsibilities with respect thereto under applicable law. The City may terminate the services of the Depository with respect to the Bonds if it determines that the Depository is no longer able to carry out its functions as securities depository or the continuation of the system of book-entry transfers through the Depository is not in the best interests of the City or the Beneficial Owners. (b) Upon termination of the services of the Depository as provided in the preceding paragraph, and if no substitute securities depository willing to undertake the functions of the depository hereunder can be found which, in the opinion of the �ity, is wil�ing and able to assume such functions upon reasonable or customary terms, or if the City determines that it is in 5