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<br />(ii) To any successor of the Depository (or its <br />nominee) or any substitute depository (a "substitute <br />depository") designated pursuant to clause (iii) of this <br />subparagraph, provided that any successor of the <br />Depository or any substitute depository must be both a <br />"clearing corporation" as defined in the Minnesota <br />Uniform Commercial Code at Minnesota Statutes, <br />Section 336.8-102, and a qualified and registered <br />"clearing agency" as provided in Section 17A of the <br />Securities Exchange Act of 1934, as amended, <br /> <br />(iii) To a substitute depository designated by and <br />acceptable to the City upon (a) the determination by the <br />Depository that the Bonds shall no longer be eligible for <br />its depository services or (b) a determination by the <br />City that the Depository is no longer able to carry out <br />its functions, provided that any substitute depository <br />must be qualified to act as such, as provided in clause <br />(ii) of this subparagraph, or <br /> <br />(iv) To those persons to whom transfer is <br />requested in written transfer instructions in the event <br />that: <br /> <br />(a) the Depository shall resign or discontinue <br />its services for the Bonds and the City is unable to <br />locate a substitute depository within two (2) months <br />following the resignation or determination of non- <br />eligibility, or <br /> <br />(b) upon a determination by the City in its <br />sole discretion that (1) the continuation of the <br />book~entry system described herein, which precludes <br />the issuance of certificates (other than Global <br />Certificates) to any Holder other than the <br />Depository (or its nominee), might adversely affect <br />the interest of the beneficial owners of the Bonds, <br />or (2) that it is in the best interest of the <br />beneficial owners of the Bonds that they be able to <br />obtain certificated bonds, <br /> <br />in either of which events the City shall notify Holders <br />of its determination and of the availability of <br />certificates (the "Replacement Bonds") to Holders <br />requesting the same and the registration, transfer and <br />exchange of such Bonds will be conducted as provided in <br />paragraphs 9B and 12 hereof. <br /> <br />6 <br />