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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 Bond <br />Registrar or Authority, as the case may be, to the Depository as provided 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 Letter of Representations, together with any <br />replacement thereof or amendment or substitute thereto, including any standard <br />procedures or policies referenced therein or applicable thereto respecting the procedures <br />and other matters relating to the Depository'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 ownership 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 Depository with the Participants for recording and <br />transferring the ownership of beneficial interests in such Bonds. <br />(viii) In connection with any notice or other communication to be provided to <br />the Holders pursuant to this Resolution by the Authority or Bond Registrar with respect <br />to any consent or other action to be taken by Holders, the Depository shall consider the <br />date of receipt of notice requesting such consent or other action as the record date for <br />such consent or other action; provided, that the Authority or the Bond Registrar may <br />establish a special record date for such consent or other action. The Authority or the <br />Bond Registrar shall, to the extent possible, give the Depository notice of such special <br />record date not less than fifteen calendar days in advance of such special record date. <br />(ix) Any successor Bond Registrar in its written acceptance of its duties under <br />this 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 />(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 />(with respect to redemption), make a notation of the reduction in principal amount on the <br />panel provided on the Bond stating the amount so redeemed. <br />(c) 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 />(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 Authority and discharging <br />its responsibilities with respect thereto under applicable law. The Authority may <br />terminate the services of the Depository with respect to the Bonds if it determines that the <br />Depository is no longer able to carry out its functions as securities depository or the <br />continuation of the system of book-entry transfers through the Depository is not in the <br />best interests of the Authority or the Beneficial Owners. <br />2084694v1 4 <br />