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receipt o f notice requesting such consent or other action as the record date for such <br />consent or other action; provided, that the City or the Registrar may establish a special <br />record date lbr such consent or other action. The City or the Registrar shall, to the extent <br />possible, give the Depository notice of such special record date not less than 15 calendar <br />days in advance of such special record date to the extent possible. <br /> <br /> (ix) Any successor Registrar in its written acceptance of its duties under this <br />P, esol ution 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 /> <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 /> <br /> (i) The Depository may determine to discontinue providing its services with <br />respect to the Certificates at any time by giving written notice to the City and discharging <br />/is responsibilities with respect thereto under applicable law. The City may terminate the <br />services of the Depository with respect to the Certificate if it determines that the <br />Depository is no longer able to carry out its functions as securities depository or the <br />continuation of the system of book-entry transfers through the Depository is not in the <br />best interests o f the City or the Beneficial Owners. <br /> <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 />Certificate that the Beneficial Owners be able to obtain certificates for the Certificates, <br />thc Certificates shall no longer be registered as being registered in the bond register in the <br />name of the Nominee, but may be registered in whatever name or names the Holder of <br />thc Certificates shall designate at that time, in accordance with paragraph 10 hereof. To <br />thc extent that the Beneficial Owners are designated as the transferee by the Holders, in <br />accordance with paragraph 10 hereof, the Certificates will be delivered to the Beneficial <br />()w~lers, <br /> <br /> (iii) Nothing ill this subparagraph (c) shall limit or restrict the provisions of <br />i)aragraph ] 0 hereof. <br /> <br /> (d) Letter of Representations. The provisions in the Letter of Representations 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 />l.cllcr o 1' Representations shall control. <br /> <br /> 3. Purpose. The Certificates shall provide funds to finance the Equipment. The total <br />cost o I' thc Equipmel~t, which shall include all costs enumerated in Minnesota Statutes, Section <br />4.75.(>5, is estimated to be at least equal to the amount of the Certificates. <br /> <br />I 7145~>5x'1 4 <br /> <br /> <br />