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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 /> (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 /> such provisions are inconsistent with the other provisions of this resolution,the provisions in the <br /> Letter of Representation shall control. <br /> 3. Purpose. The Bonds shall provide funds to finance the Improvements. The total <br /> cost of the Improvements, which shall include all costs enumerated in Minnesota Statutes, <br /> 4 <br /> 8394444v1 <br />