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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 /> (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 />Owners be issued certificates for the Bonds, the Bonds <br />shall no longer be registered in the name of the <br />Nominee, but may be registered in whatever name or <br />names the Holder of the Bonds shall designate at that <br />time, in accordance with paragraph 11 hereof. To the <br />extent that the Beneficial Owners are designated as the <br />transferee by the Holders, in accordance with paragraph <br />11 hereof, the Bonds will be delivered to the <br />Beneficial Owners. <br /> <br />1045757.1 <br /> <br /> <br />