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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 Registrar may establish a special <br />record date for 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 tkis <br /> 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 /> <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 /> its 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 of 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 /> the 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 /> the Certificates shall designate at that time, in accordance-with paragraph 10 hereof. To <br /> the 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 /> Owners. <br /> <br /> (iii) Nothing in this subparagraph (c) shall limit or restrict the provisions of <br />paragraph 10 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 />Letter of Representations shall control. <br /> <br /> 3. Purpose. The Certificates shall provide funds to finance the Equipment. The total <br />cost of the Equipment, which shall include all costs enumerated in Minnesota Statutes, Section <br />475.65, is estimated to be at least equal to the amount of the Certificates. <br /> <br />1848944vl 4 <br /> <br />-570- <br /> <br /> <br />