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. redemption and other matters with respect to the Certificates, for the purpose of obtaining <br />any consent or other action to be taken by Holders for the purpose of registering transfers <br />with respect to the Certificates, and for all purpose whatsoever. The Registrar, as paying <br />agent hereunder, shall pay all principal of and premium, if any, and interest on the <br />Certificates only to or upon the Holder of the Holders of the Certificates as shown on the <br />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 <br />interest on the Certificates to the extent of the sum or sums so paid. <br />(v) Upon delivery by the Depository to the Registrar of written notice to the <br />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 Certificate is registered in the name of a Nominee, all <br />payments with respect to the principal of and premium, if any, and interest on the <br />Certificate and all notices with respect to the Certificate shall be made and given, <br />respectively, by the Registrar or City, as the case may be, to the Depository as provided <br />in the Letter of Representations to the Depository required by the Depository as a <br />condition to its acting as book-entry Depository for the Certificates (said Letter of <br />Representations, together with any replacement thereof or amendment or substitute <br />thereto, including any standard procedures or policies referenced therein or applicable <br />thereto respecting the procedures and other matters relating to the Depository's role as <br />• book-entry Depository for the Certificates, collectively hereinafter referred to as the <br />"Letter of Representations"). <br />(vii) All transfers of beneficial ownership interests in each Certificate 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 the Certificates. <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 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 the consent or other action as the record date for the consent <br />or other action; provided, that the City or the Registrar may establish a special record date <br />for the consent or other action. The City or the Registrar shall, to the extent possible, <br />give the Depository notice of the special record date not less than 15 calendar days in <br />advance of the special record date to the extent possible. <br />(ix) 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 <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 Svstem. Discontinuance of a particular <br />Depository's services and termination of the book-entry only system may be effected as follows: <br />4 <br />2214122v1 <br />