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(viii) In connection with any notice or other <br />communication to be provided to the Holders pursuant to <br />this Resolution by the City or the Bond Registrar with <br />respect to any consent or other action to be taken by <br />Holders, the Depository shall consider the date of <br />receipt of notice requesting such consent or other <br />action as the record date for such consent or other <br />action; provided, that the City or the Bond Registrar <br />may establish a special record date for such consent or <br />other action. The City or the Bond Registrar shall, to <br />the extent possible, give the Depository notice of such <br />special record date not less than 15 calendar days in <br />advance thereof to the extent possible. <br /> <br /> (ix) Any successor Bond Registrar, in its written <br />acceptance of its duties under this Resolution and any <br />paying agency registrar agreement, shall agree to take <br />any actions necessary from time to time to comply with <br />the requirements of the Blanket Letter of <br />Representations. <br /> <br /> (x) In the case of a partial prepayment of a <br />Bond, the Holder may, in lieu of surrendering the Bond <br />for a Bond of a lesser denomination as provided in <br />paragraph 6 hereof, make a notation of the reduction in <br />principal amount on the panel provided on the Bond <br />stating the amount so redeemed. <br /> <br /> (c) Termination of Book-Entry Only System. <br />Discontinuance of a particular Depository's services and <br />termination of the book-entry only system may be effected as <br />follows: <br /> <br /> (i) The Depository may determine to discontinue <br />providing its services with respect to the Bonds at any <br />time by giving written notice to the City and <br />discharging its responsibilities with respect thereto <br />under applicable law. The City may terminate the <br />services of the Depository with respect to the Bonds if <br />the City determines that the Depository is no longer <br />able to carry out its functions as securities <br />depository or the continuation of the system of book- <br />entry transfers through the Depository is not in the <br />best interests of the City. <br /> <br /> (ii) Upon termination of the services of the <br />Depository as provided in the preceding paragraph, and <br />if no substitute securities depository is willing to <br />undertake the functions of the Depository hereunder can <br />be found which, in the opinion of the City, is willing <br />and able to assume such functions upon reasonable or <br />customary terms, or if the City determines that it is <br />in the best interests of the City that the Beneficial <br /> <br />358675.1 <br /> <br /> <br />