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(v) Upon delivery by the Depository to the Sond Registrar of written notice to the effect that the Depository has determined to substitute a new Nominee in place of the existing Nominee, and subject to the transfer provisions in paragraph 10, references to the Nominee hereunder shall refer to such new Nominee. (vi) So long as any Sond is registered in the name of a Nominee, all payments with respect to the principal of and premium, if any, and interest on such Sond and all notices with respect to such Sond shall be made and given, respectively, by the Sond Registrar or City, as the case may be, to the Depository as provided in the Letter of Representations to the Depository required by the Depository as a condition to its acting as book-entry Depository for the Sonds (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 Sonds, collectively hereinafter referred to as the "Letter of Representations"). (vii) All transfers of beneficial ownership interests in each Sond issued in book-entry form shall be limited in principal amount to Authorized Denominations and shall be effected by procedures by the Depository with the Participants for recording and transferring the ownership of beneficial interests in such Sonds. (viii) In connection with any notice or other communication to be provided to the Holders pursuant to this Resolution by the City or Sond 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 Sond Registrar may establish a special record date for such consent or other action. The City or the Sond Registrar shall, to the extent possible, give the Depository notice of such special record date not less than fifteen calendar days in advance of such special record date to the extent possible. (ix) Any successor Sond Registrar in its written acceptance of its duties under this Resolution and any paying agency/bond registrar agreement, shall agree to take any actions necessary from time to time to comply with the requirements of the Letter of Representations. (x) In the case of a partial prepayment of a Sond, the Holder may, in lieu of surrendering the Sonds for a Sond of a lesser denomination as provided in paragraph 5, make a notation of the reduction in principal amount on the panel provided on the Sond stating the amount so redeemed. (c) Termination of Sook-Entry Only System. Discontinuance of a particular Depository's services and termination of the book-entry only system may be effected as follows: (i) The Depository may determine to discontinue providing its services with respect to the Sonds at any time by giving written notice to the City and discharging its 2377316v1 4