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(viii) In connection with any notice or other <br /> communication to be provided to the Holders pursuant to this <br /> Resolution by the City or Bond Registrar with respect to any <br /> consent or other action to be taken by Holders, the <br /> Depository shall consider the date of receipt of notice <br /> requesting such consent or other action as the record date <br /> for such consent or other action; provided, that the City or <br /> the Bond Registrar may establish a special record date for <br /> such consent or other action. The City or the Bond <br /> Registrar shall, to the extent possible, give the Depository <br /> notice of such special record date not less than 15 calendar <br /> days in advance of such special record date to the extent <br /> possible. <br /> (ix) Any successor Bond Registrar in its written <br /> acceptance of its duties under this Resolution and any <br /> paying agency registrar agreement, shall agree to take any <br /> actions necessary from time to time to comply with the <br /> requirements of the Letter of Representations. <br /> (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 /> (with respect to redemption) , make a notation of the <br /> reduction in principal amount on the panel provided on the <br /> Bond stating the amount so redeemed. <br /> (c) Termination of Book-Entry Only System. <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 Depository 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 /> 1194249.1 5 <br />