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<br />(vi)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 <br />notices with respect to such Bond shall be made and given, respectively, by the <br />Bond Registrar or City, as the case may be, to the Depository as provided in the <br />Letter of Representations to the Depository required by the Depository as a <br />condition to its acting as book-entry Depository for the Bonds (said Letter of <br />Representations, together with any replacement thereof or amendment or <br />substitute thereto, including any standard procedures or policies referenced <br />therein or applicable thereto respecting the procedures and other matters relating <br />to the Depository's role as book-entry Depository for the Bonds, collectively <br />hereinafter referred to as the "Letter of Representations"). <br /> <br />(vii)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 <br />be effected by procedures by the Depository with the Participants for recording <br />and 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 Bond Registrar with respect to <br />any consent or other action to be taken by Holders, the Depository shall consider <br />the date of receipt of notice requesting such consent or other action as the record <br />date for such consent or other action; provided, that the City or the Bond Registrar <br />may establish a special record date for such consent or other action. The City or <br />the Bond Registrar shall, to the extent possible, give the Depository notice of such <br />special record date not less than fifteen calendar days in advance of such special <br />record date to the extent possible. <br /> <br />(ix)Any successor Bond Registrar in its written acceptance of its duties under this <br />Resolution and any paying agency/bond registrar agreement, shall agree to take <br />any actions necessary from time to time to comply with the requirements of the <br />Letter of Representations. <br /> <br />(b)Termination of Book-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 respect <br />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 <br />terminate the services of the Depository with respect to the Bond if it determines <br />that the Depository is no longer able to carry out its functions as securities <br />depository or the continuation of the system of book-entry transfers through the <br />Depository is not in the best interests of the City or the Beneficial Owners. <br /> <br />(ii)Upon termination of the services of the Depository as provided in the preceding <br />paragraph, and if no substitute securities depository is willing to undertake the <br />functions of the Depository hereunder can be found which, in the opinion of the <br />City, is willing and able to assume such functions upon reasonable or customary <br /> 4 <br /> <br />71128706v1 <br /> <br /> <br />