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(vii)All transfers of beneficial ownership interests in each Certificate 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 Certificates. <br />(viii)In connection with any notice or other communication to be provided to the <br />Holders pursuant to this Resolution by the City or Registrar with respect to any consent or <br />other action to be taken by Holders, the Depository shall consider the date of receipt of <br />notice requesting such consent or other action as the record date for such consent or other <br />action; provided, that the City or the Registrar may establish a special record date for such <br />consent or other action. The City or the Registrar shall, to the extent possible, give the <br />Depository notice of such special record date not less than 15 calendar days in advance of <br />such special record date to the extent possible. <br />(ix)Any successor Registrar in its written acceptance of its duties under this <br />Resolution and any paying agency/registrar agreement, shall agree to take any actions <br />necessary from time to time to comply with the requirements of the Letter of <br />Representations. <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 Certificates at any time by giving written notice to the City and discharging <br />its responsibilities with respect thereto under applicable law. The City may terminate the <br />services of the Depository with respect to the Certificate 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 the <br />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 is 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 />Certificate that the Beneficial Owners be able to obtain certificates for the Certificates, the <br />Certificates shall no longer be registered as being registered in the bond register in the <br />name of the Nominee, but may be registered in whatever name or names the Holder of the <br />Certificates shall designate at that time, in accordance with paragraph 10. To the extent <br />that the Beneficial Owners are designated as the transferee by the Holders, in accordance <br />with paragraph 10, the Certificates will be delivered to the Beneficial Owners. <br />(iii)Nothing in this subparagraph (c) shall limit or restrict the provisions of <br />paragraph 10. <br />(d)Letter of Representations. The provisions in the Letter of Representations are <br />incorporated herein by reference and made a part of the resolution, and if and to the extent any <br />4 <br />173238840v1 <br />Qbhf!64!pg!429 <br /> <br />