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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 City 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 <br /> consent or other action; provided, that the City or the Bond Registrar may establish a <br /> special record date for such consent or other action. The City or the Bond Registrar shall, <br /> to 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 /> make a notation of the reduction in principal amount on the panel provided on the Bond <br /> 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 City and discharging its <br /> responsibilities with respect thereto under applicable law. The City may terminate the <br /> services of the Depository with respect to the Bonds if it determines that the Depository <br /> is no longer able to carry out its functions as securities depository or the continuation of <br /> the system of book-entry transfers through the Depository is not in the best interests of <br /> the City 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 City, is <br /> willing and able to assume such functions upon reasonable or customary terms, or if the <br /> City determines that it is in the best interests of the City or the Beneficial Owners of the <br /> Bonds that the Beneficial Owners be able to obtain certificates for the Bonds, the Bonds <br /> shall no longer be registered as being registered in the bond register in the name of the <br /> 4 <br /> 4990921v1 <br />