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JAN 19 '95 04:14PM EHLERS & ASSOCIATES <br />P.4/28 <br />requesting such consent or other action as the record date <br />for such consent or other action; provided, that the City or <br />the Bond Registrar may establish a special record date for <br />such consent or other action. The City or the Bond <br />Registrar shall, to the extent possible, give the Depository <br />notice of such special record date not less than 15 calendar <br />days in advance of such special record date to the extent <br />possible. <br />(ix) Any successor Bond Registrar in its written <br />acceptance of its duties under this Resolution and any <br />paying agency /bond registrar agreement, shall agree to take <br />any actions necessary from time to time to comply with the <br />requirements of the Letter of Representations. <br />(x) In the case of a partial prepayment of a Bond, the <br />Holder may, in lieu of surrendering the Bonds for a Bond of <br />a lesser denomination as provided in paragraph 5 hereof, <br />make a notation of the reduction in principal amount on the <br />panel provided on the Bond stating the amount so redeemed. <br />(c) Termination of Book -Entry Only System. Discontinuance <br />of a particular Depository's services and termination of the <br />book -entry only system may be effected as follows: <br />(i) The Depository may determine to discontinue <br />providing its services with respect to the Bonds at any time <br />by giving written notice to the City and discharging its <br />responsibilities with respect thereto under applicable law. <br />The City may terminate the services of the Depository with <br />respect to the Bond if it determines that the Depository is <br />no longer able to carry out its functions as securities <br />depository or the continuation of the system of book -entry <br />transfers through the Depository is not in the best <br />interests of the City or the Beneficial Owners. <br />(ii) Upon termination of the services of the <br />Depository as provided in the preceding paragraph, and if no <br />substitute securities depository is willing to undertake the <br />functions of the Depository hereunder can be found which, in <br />the opinion of the City, is willing and able to assume such <br />functions upon reasonable or customary terms, or if the City <br />determines that it is in the best interests of the City or <br />the Beneficial Owners of the Bond that the Beneficial Owners <br />be able to obtain certificates for the Bonds, the Bonds <br />shall no longer be registered as being registered in the <br />bond register in the name of the Nominee, but may be <br />registered in whatever name or names the Bolder of the Bonds <br />shall designate at that time, in accordance with paragraph <br />10 hereof. To the extent that the Beneficial Owners are <br />281035.1 5 <br />Page 19 <br />