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<br />(d) The City and the Registrar may treat as and deem the Depository to be the <br />absolute owner of the Bonds for the purpose of payment of the principal of and premium, if any, <br />and interest on the Bonds, for the purpose of giving notices of redemption and other matters with <br />respect to the Bonds, for the purpose of obtaining any consent or other action to be taken by <br />Holders for the purpose of registering transfers with respect to such Bonds, and for all purposes <br />whatsoever. The Registrar, as paying agent hereunder, shall pay all principal of and premium, if <br />any, and interest on the Bonds only to or upon the Holder or the Holders of the Bonds as shown <br />on the Bond register, and all such payments shall be valid and effective to fully satisfy and <br />discharge the City's obligations with respect to the principal of and premium, if any, and interest <br />on the Bonds to the extent of the sum or sums so paid. <br /> <br />(e) Upon delivery by the Depository to the Registrar of written notice to the effect <br />that the Depository has determined to substitute a new Nominee in place of the existing <br />Nominee, and subject to the transfer provisions in Section 6 hereof, references to the Nominee <br />hereunder shall refer to such new Nominee. <br /> <br />(f) So long as any Bond is registered in the name of a Nominee, all payments with <br />respect to the principal of and premium, if any, and interest on such Bond and all notices with <br />respect to such Bond shall be made and given, respectively, by the Registrar or City, as the case <br />may be, to the Depository as provided in the Letter of Representations to the Depository required <br />by the Depository as a condition to its acting as book-entry Depository for the Bonds (said Letter <br />of Representations, together with any replacement thereof or amendment or substitute thereto, <br />including any standard procedures or policies referenced therein or applicable thereto respecting <br />the procedures and other matters relating to the Depository's role as book-entry Depository for <br />the Bonds, collectively hereinafter referred to as the "Letter of Representations"). <br /> <br />(g) All transfers of beneficial ownership interests in each Bond issued in book-entry <br />form shall be limited in principal amount to Authorized Denominations and shall be effected by <br />procedures by the Depository with the Participants for recording and transferring the ownership <br />of beneficial interests in such Bonds. <br /> <br />(h) In connection with any notice or other communication to be provided to the <br />Holders pursuant to this Resolution by the City or the Registrar with respect to any consent or <br />other action to be taken by Holders, the Depository shall consider the date of receipt of notice <br />requesting such consent or other action as the record date for such consent or other action; <br />provided, that the City or the Registrar may establish a special record date for such consent or <br />other action. The City or the Registrar shall, to the extent possible, give the Depository notice of <br />special record date not less than 25 calendar days in advance of such special record date to the <br />extent possible. <br /> <br />(i) Any successor Registrar in its written acceptance of its duties under this <br />Resolution and any paying agency/bond registrar agreement, shall agree to take any actions <br />necessary from time to time to comply with the requirements of the Letter of Representations. <br /> <br />(j) In the case of a partial prepayment of a Bond, the Holder may, in lieu of <br />surrendering the Bond for a Bond of a lesser denomination as provided in Section 6 hereof, make <br /> <br />4 <br />