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(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 />(viii) In connection with any notice or other communication to be provided to the <br />Holders pursuant to this Resolution by the Authority or Bond Registrar with respect to any <br />consent or other action to be taken by Holders, the Depository shall consider the date of <br />receipt of notice requesting such consent or other action as the record date for such consent <br />or other action; provided, that the Authority or the Bond Registrar may establish a special <br />record date for such consent or other action. The Authority or the Bond Registrar shall, to <br />the extent possible, give the Depository notice of such special record date not less than <br />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 its <br />responsibilities with respect thereto under applicable law. The Authority may terminate the <br />services of the Depository with respect to the Bonds if it determines that the Depository is <br />no longer able to carry out its functions as securities depository or the continuation of the <br />system of book-entry transfers through the Depository is not in the best interests of the <br />Authority or the Beneficial Owners. <br />(ii) Upon termination of the services of the Depository as provided in the <br />preceding paragraph, and if no substitute securities depository willing to undertake the <br />functions of the Depository hereunder can be found which, in the opinion of the Authority, <br />is willing and able to assume such functions upon reasonable or customary terms, or if the <br />Authority determines that it is in the best interests of the Authority or the Beneficial Owners <br />of the Bonds that the Beneficial Owners be able to obtain certificates for the Bonds, the <br />Bonds shall no longer be registered as being registered in the bond register in the name of <br />the Nominee, but may be registered in whatever name or names the Holder of the Bonds <br />shall designate at that time, in accordance with paragraph 10 hereof (with respect to <br />registration, transfer and exchange). To the extent that the Beneficial Owners are designated <br />as the transferee by the Holders, in accordance with paragraph 10 (with respect to <br />registration, transfer and exchange), the Bonds will be delivered to the Beneficial Owners. <br />z~la9o6~i 4 <br />