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(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 <br />follows: <br /> <br /> (i) The Depository may determine to discontinue providing its services <br />with respect to the Bonds at any time by giving written notice to the City and <br />discharging its responsibilities with respect thereto under applicable law. The <br />City may terminate the services of the Depository with respect to the Bonds if the <br />City determines that the Depository is no longer able to carry out its functions as <br />securities 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 /> (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 <br />undertake the functions of the Depository hereunder can be found which, in the <br />opinion of the City, is willing and able to assume such functions upon reasonable <br />or customary terms, or if the City determines that it is in the best interests of the <br />City that the Beneficial Owners be issued certificates for the Bonds, the Bonds <br />shall no longer be registered in the name of the Nominee, but may be registered in <br />whatever name or names the Holder of the Bonds shall designate at that time, in <br />accordance with paragraph 11 hereof. To the extent that the Beneficial Owners <br />are designated as the transferee by the Holders, in accordance with paragraph 11 <br />hereof, the Bonds will be delivered to the Beneficial Owners. <br /> <br /> (iii) Nothing in this subparagraph (c) shall limit or restrict the provisions <br />of paragraph 11 hereof. <br /> <br /> (d) Blanket Letter of Representations. The City's execution of the City the <br />Blanket Letter of Representations in substantially the form on file in the offices of the <br />City has heretofore been authorized and is hereby ratified. The provisions in the Blanket <br />Letter of Representations are incorporated herein by reference and made fully a part of <br />this Resolution to the same extent as if set forth in full herein, and if and to the extent that <br />any provisions of this Resolution are inconsistent or in conflict with the provisions of the <br />Blanket Letter of Representations, the provisions in the Blanket Leger of Representations <br />shall control. <br /> <br /> 3. Title; Original Issue Date; Denominations; Maturities. The Bonds shall be <br />titled "General Obligation Water Revenue Bonds, Series 1998B," shall be dated December 1, <br />1998, as the date of original issue and shall be issued forthwith on or after such date as fully <br />registered bonds. The Bonds shall be numbered from R-1 upward in the denomination of $5,000 <br /> <br />998543.1 5 <br /> <br /> <br />