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(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 Registrar <br />or City, as the ease may be, to the DepOsitory as provided in the Letter of Representations <br />to the Depository required by the D6pOSitory as a condition to its acting as book-entry <br />Depository for the Bonds (said Letter of P~epresentations, together with any replacement <br />thereof or amendment or substitute thereto, including any standard procedures or policies <br />referenced therein or applicable thereto respecting the procedures and other matters <br />relating to the Depository's role as book-entry Depository for the Bonds, collectively <br />hereinafter referred to as the "Letterof Representations'). <br /> <br /> (vii) All transfers of beneficial ownership interests in each Bond issued in book- <br />entry form shall be limited in principal amount to Authorized Denominations and shall be <br />effected by procedures by the Depository with the Participants for recording and <br />transferring the ownership of beneficial interests in such Bonds. <br /> <br /> (viii) In connection with any notice or other communication to be provided to the <br />Holders pursuant to this Resolution by the City or Registrar with respect to any consent <br />or other action to be taken by Holders; the Depository shall consider the date of receipt of <br />notice requesting such consent or other action as the record date for such consent or other <br />action; provided, that the City or the Registrar may establish a special record date for <br />such consent or other action. The City or 'the Registrar shall, to the extent possible, give <br />the Depository notice of such special record date not less than I $ calendar days in <br />advance of such special record date to the extent possible. <br /> <br /> (ix) Any successor Registrar in its written acceptance of its duties under this <br />Resolution and any paying agency registrar agreement, shall agree to take any actions <br />necessary from time to time to comply with the requirements of the Letter of <br />Representations. <br /> <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 5, <br />make a notation of the reduction in principal amount on the panel provided on the Bond <br />stating the mount so redeemed, <br /> <br /> (c) Termination of Bo0k-Entry Only System. Discontinuance of a particular <br />Depository's services and termination of the book-entry only system may be effected as follows: <br /> <br /> (i) The Depository may determine to discontinue providing its services with <br />respect to the Bonds at any time by giving written notice to the City and discharging its <br />responsibilities with respect thereto under applicable law. The City may terminate the <br />services of the Depository with respect to the Bonds if it determines that the Depository <br />is no longer able to carry out its functions as securities depository or the Continuation of <br />the system of book-entry transfers through the Depository is not in the best interests of <br />the City or the Beneficial Ownem. <br /> <br />1700675vl <br /> <br />4 <br /> <br /> <br />