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(c) <br /> <br />(vii) <br /> <br />be made and given, respectively, by the Bond Registrar or the City, <br />as the case may be, to the Depository as provided in the Letter of <br />Representations. <br /> <br />(viii) <br /> <br />All transfers of beneficial ownership interests in each Bond issued in <br />book-entry form shall be limited in principal amount to authorized <br />denominations and shall be effected by the Depository with the <br />Participants for recording and transferring the ownership of beneficial <br />interests in such Bonds. <br /> <br />(ix) <br /> <br />In connection with any notice or other communication to be provided <br />to the Holders pursuant to this Resolution by the City or the Bond <br />Registrar with respect to any consent or other action to be taken by <br />Holders, the Depository shall consider the date of receipt of notice <br />requesting such consent or other action as the record date for such <br />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. <br />The City or the Bond Registrar shall, to the extent possible, give the <br />Depository notice of such special record .date not less than 15 <br />calendar days in advance thereof to the extent possible. <br /> <br />(x) <br /> <br />Any successor Bond Registrar, in its written acceptance of its duties <br />under this Resolution and any paying agency registrar agreement, <br />shall agree to take any actions necessary from time to time to comply <br />with the requirements of the Letter of Representations. <br /> <br />In the case ora partial prepayment of a Bond, the Holder may, in lieu <br />of surrendering the Bond for a Bond ora lesser denomination, make <br />a notation of the reduction in principal amount on the panel provided <br />on the Bond stating the amount so redeemed. <br /> <br />Termination of Book-Entry Only System. Discontinuance of the <br />Depository's services and termination of the book-entry only system may be <br />effected as follows: <br /> <br />(i) <br /> <br />The Depository may determine to discontinue providing its services <br />with respect to the Bonds at any time by giving written notice to the <br />City and discharging its responsibilities with respect thereto under <br />applicable law. The City may terminate the services of the <br />Depository with respect to the Bonds if the City determines that the <br />Depository is no longer able to carry out its functions as securities <br />depository or the continuation of the system of book-entry transfers <br />through the Depository is not in the best interests of the City. <br /> <br />1217692.1 4 <br /> <br /> <br />