Res. #14-038 - Accepting Proposal on the Sale of $1,385,000 G.O. Impr. Refunding Bonds, Series 2015A

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(h) In connection with any notice or other communication to be provided to the Holders pursuant to this Resolution by the City or the Registrar with respect to any consent or other action to be taken by Holders, the Depository shall consider the date of receipt of notice requesting such consent or other action as the record date for such consent or other action; provided, that the City or the Registrar may establish a special record date for such consent or other action. The City or the Registrar shall, to the extent possible, give the Depository notice of special record date not less than 25 calendar days in advance of such special record date to the extent possible. (i) Any successor Registrar in its written acceptance of its duties under this Resolution and any paying agency/bond registrar agreement, shall agree to take any actions necessary from time to time to comply with the requirements of the Letter of Representations. 0) In the case of a partial prepayment of a Bond, the Holder may, in lieu of surrendering the Bond for a Bond of a lesser denomination as provided in Section 6 hereof, make a notation of the reduction in principal amount on the panel provided on the Bond stating the amount so redeemed. Section 3. Termination of Book-Entry Only System. Discontinuance of a particular Depository's services and termination of the book-entry only system may be effected as follows: (a) The Depository may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the City and discharging its responsibilities with respect thereto under applicable law. The City may terminate the services of the Depository with respect to the Bonds if it determines that the Depository is no longer able to carry out its functions as securities depository or the continuation of the system of book-entry transfers through the Depository is not in the best interests of the City or the Beneficial Owners. (b) Upon termination of the services of the Depository as provided in the preceding paragraph, and if no substitute securities depository willing to undertake the functions of the depository hereunder can be found which, in the opinion of the City, is willing and able to assume such functions upon reasonable or customary terms, or if the City determines that it is in the best interests of the City or the Beneficial Owners of the Bonds that the Beneficial Owners be able to obtain certificates for the Bonds, the Bonds shall no longer be registered as being registered in the bond register in the name of the Nominee, but may be registered in whatever name or names the Holder of the Bonds shall designate at that time, in accordance with Section 6 hereof. To the extent that the Beneficial Owners are designated as the transferee by the Holders, in accordance with Section 6 hereof, the Bonds will be delivered to the Beneficial Owners. (c) Nothing in this Section 3 shall limit or restrict the provisions of Section 6 hereof. The Clerk is authorized and directed to execute in the name of the City the Letter of Representations in substantially the form on file in the office of the City. In the event of the disability or the resignation or other absence of the Clerk of the City, such other officer of the City who may act in his or her behalf shall without further act or authorization of the City do all things and execute all instruments and documents required to be done or to be executed by such 5