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Depository notice of such special record date not less than 15 <br />calendar days in advance thereof to the extent possible. <br /> <br />(ix) <br /> <br />Any successor Bond Registrar, in its written acceptance of its duties <br />under this Resolution and any paying agency registrar agreement, <br />shall agree to take any actions necessary from time to time to comply <br />with the requirements of the Letter of Representations. <br /> <br />(x) <br /> <br />In the case of a partial prepayment of a Bond, the Holder may, in lieu <br />of surrendering the Bond for a Bond of a lesser denomination, make <br />a notation of the reduction in principal amount on the panel provided <br />on the Bond stating the amount so redeemed. <br /> <br />(c) <br /> <br />Termination of Book-Entry Only System. Discontinuance of the <br />Depository's services and termination of the book-entry only system may be <br />effected as follows: <br /> <br />(i) <br /> <br />The Depository may determine to discontinue providing its services <br />with respect to the Bonds at any time by giving written notice to the <br />City and discharging its responsibilities with respect thereto under <br />applicable law. The City may terminate the services of the <br />Depository with respect to the Bonds if the City determines that the <br />Depository is no longer able to carry out its functions as securities <br />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) <br /> <br />Upon termination of the services of the Depository as provided in the <br />preceding paragraph, and if no substitute securities depository is <br />willing to undertake the functions of the Depository hereunder can be <br />found which, in the opinion of the City, is willing and able to assume <br />such functions upon reasonable or customary terms, or if the City <br />determines that it is in the best interests of the City that the Beneficial <br />Owners be issued certificates for the Bonds, the Bonds shall no <br />longer be registered in the name of the Nominee, but may be <br />registered in whatever name or names the Holder of the Bonds shall <br />designate at that time, in accordance with the applicable provisions <br />of the Bonds and this Resolution. To the extent that the Beneficial <br />Owners are designated as the transferee by the Holders, the Bonds <br />will be delivered to the Beneficial Owners. <br /> <br />(d) <br /> <br />Letter of Representations. The provisions in the Letter of Representations <br />(the execution and delivery of which by the City being hereby ratified and <br />approved) are incorporated herein by reference and made fully a pan of this <br /> <br />1218143.1 <br /> <br /> <br />