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(viii) In connection with any notice or other communication to be provided to <br />the Holders pursuant to this Resolution by the City or Bond Registrar with respect to any <br />consent or other action to be taken by Holders, the Depository shall consider the date of <br />receipt of notice requesting such consent or other action as the record date for such <br />consent or other action; provided, that the City or the Bond Registrar may establish a <br />special record date for such consent or other action. The City or the Bond Registrar shall, <br />to the extent possible, give the Depository notice of such special record date not less than <br />15 calendar days in advance of such special record date to the extent possible. <br />(ix) Any successor Bond Registrar in its written acceptance of its duties under <br />this Resolution and any paying agency/bond registrar agreement, shall agree to take any <br />actions necessary from time to time to comply with the requirements of the Letter of <br />Representations. <br />(x) In the case of a partial prepayment of a Bond, the Holder may, in lieu of <br />surrendering the Bonds for a Bond of a lesser denomination as provided in paragraph 5, <br />make a notation of the reduction in principal amount on the panel provided on the Bond <br />stating the amount so redeemed. <br />(c) 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 follows: <br />(i) The Depository may determine to discontinue providing its services with <br />respect to the Bonds at any time by giving written notice to the City and discharging its <br />responsibilities with respect thereto under applicable law. The City may terminate the <br />services of the Depository with respect to the Bond if it determines that the Depository is <br />no longer able to carry out its functions as securities depository or the continuation of the <br />system of book -entry transfers through the Depository is not in the best interests of the <br />City or the Beneficial Owners. <br />(ii) Upon termination of the services of the Depository as provided in the <br />preceding paragraph, and if no substitute securities depository is willing to undertake the <br />functions of the Depository hereunder can be found which, in the opinion of the City, is <br />willing and able to assume such functions upon reasonable or customary terms, or if the <br />City determines that it is in the best interests of the City or the Beneficial Owners of the <br />Bond that the Beneficial Owners be able to obtain certificates for the Bonds, the Bonds <br />shall no longer be registered as being registered in the bond register in the name of the <br />Nominee, but may be registered in whatever name or names the Holder of the Bonds <br />shall designate at that time, in accordance with paragraph 10. To the extent that the <br />Beneficial Owners are designated as the transferee by the Holders, in accordance with <br />paragraph 10, the Bonds will be delivered to the Beneficial Owners. <br />(iii) Nothing in this subparagraph (c) shall limit or restrict the provisions of <br />paragraph 10. <br />(d) Letter of Representations. The provisions in the Letter of Representation are <br />incorporated herein by reference and made a part of the resolution, and if and to the extent any <br />4 <br />7719122v1 <br />