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the effect that the Depository has determined to substitute a new nominee in place of Cede <br />& Co., the words "Cede & Co.," will refer to such new nominee of the Depository; and <br />• upon receipt of such a notice, the City Administrator will promptly deliver a copy of the <br />same to the Bond Registrar and Paying Agent, if the Registrar or Paying Agent is other than <br />the City Administrator. <br />(c) Reptesentation_Letter_ A blanket letter of representation is on file with the <br />Depository. <br />(d) 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 />(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 Issuer and <br />discharging its responsibilities with respect thereto under applicable law. The Issuer <br />may teaninate the services of the Depository with respect to the Bonds if it <br />determines that the Depository is no longer able to carry out its functions as <br />secundes depositary or the continuation of the system of book-antry transfers <br />through the Depository is ryot in the best interests of the Issuer or the Beneficial <br />Owners. <br />(ii) Upon termination of the services of the Depository as provided in <br />the 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 Issuer, is willing and able to assume such functions upon reasonable <br />or customary terms, or if the Issuer determines that it is in the best interests of the <br />Issuer or the Beneficial Owncn of the Bands that the Beneficial Owners be able to <br />obtain certificates for the Bonds, the Bonds shat! no longer be registered in the bond <br />register in the name of the Nominee, but may be registered in whatever name or <br />names the Holder of the Bonds shall designate at that time, in accordance with <br />Section 2.tX. To the extent that the Beneficial Qwners art designated as the <br />transferee by the Holden, in accordance with Section 2.06 hereof, the Bonds will be <br />delivered to the Beneficial Owners. <br />(iii) Nothing in this subparagraph (d) shall Iimii or restrict the provisions <br />of Section 2.06. <br />Remainder of page intentionally left blank. <br />179668201 <br />7 <br />