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(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 Svstem. <br />Discontinuance of a particular Depository's services and <br />termination of the book -entry only system may be effected as <br />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 Depositary 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 Holder of the Bonds <br />shall designate at that time, in accordance with paragraph <br />11 hereof. To the extent that the Beneficial Owners are <br />designated as the transferee by the Holders, in accordance <br />with paragraph 10 hereof, the Bonds will be delivered to the <br />Beneficial Owners. <br />(iii) Nothing in this subparagraph (c) shall limit or <br />restrict the provisions of paragraph 10 hereof. <br />(d) Letter of Representations. The provisions in the <br />Letter of Representations are incorporated herein by referenced <br />and made a part of the resolution, and if and to the extent any <br />such provisions are inconsistent with the other provisions of <br />this resolution, the provisions in the Letter of Representations <br />shall control. <br />3. Purpose: Cost. The Bonds shall provide funds to <br />temporarily finance the Improvements. The total cost of the <br />931992.1 5 <br />