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5313747v2 <br /> <br /> 4 <br />(vi) So long as any Bond is registered in the name of a Nominee, all payments <br />with respect to the principal of and premiu m, if any, and interest on such Bond and all <br />notices with respect to such Bond shall be made and given, respectively, by the Bond <br />Registrar or City, as the case may be, to th e Depository as provi ded in the Letter of <br />Representations to the Depository required by the Depository as a condition to its acting <br />as book-entry Depository for the Bonds (said Le tter of Representations , together with any <br />replacement thereof or amendment or subs titute thereto, including any standard <br />procedures or policies referen ced therein or applicable ther eto respecting the procedures <br />and other matters relating to the Deposito ry's role as book-entry Depository for the <br />Bonds, collectively hereinafter referred to as the "Letter of Representations"). <br />(vii) All transfers of beneficial ownershi p interests in each Bond issued in <br />book-entry form shall be limited in principal amount to Authorized Denominations and <br />shall be effected by procedures by the Deposito ry with the Participants for recording and <br />transferring the ownership of bene ficial interests in such Bonds. <br />(viii) In connection with any notice or ot her communication to be provided to <br />the Holders pursuant to this Re solution by the City or Bond Re gistrar with respect to any <br />consent or other action to be taken by Holder s, the Depository shall consider the date of <br />receipt of notice requesting such consent or other action as the record date for such <br />consent or other action; provi ded, that the City or the B ond Registrar may establish a <br />special record date for such consent or other action. The City or th e Bond Registrar shall, <br />to the extent possible, give th e Depository notice of such sp ecial record date not less than <br />15 calendar days in advance of such special record date to the extent possible. <br />(ix) Any successor Bond Registrar in its wr itten acceptance of its duties under <br />this Resolution and any paying agency/bond regi strar agreement, sha ll agree to take any <br />actions necessary from time to time to comp ly with the requirements of the Letter of <br />Representations. <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 le sser denomination, make a notation of the <br />reduction in principal amount on the panel pr ovided on the Bond st ating the amount so <br />redeemed. <br />(c) Termination of Book-Entry Only System . Discontinuance of a particular <br />Depository's services and termina tion of the book-entry only system may be effected as follows: <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 re spect thereto under applicable la w. The City may terminate the <br />services of the Depository with respect to the Bond if it determines that the Depository is <br />no longer able to carry out its functions as s ecurities depository or the continuation of the <br />system of book-entry transfers through the Depository is not in the best interests of the <br />City or the Beneficial Owners.