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(ix) Any successor Bond Registrar in its written acceptance of its duties under <br />this 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 />(x) In the case of a partial prepayment of a Bond, the Holder may, in lieu of <br />surrendering the Bonds for a Bond of a lesser denomination as provided in paragraph 5 <br />hereof, make a notation of the reduction in principal amount on the panel provided on the <br />Bond stating the amount so redeemed. <br />(c) Termination of Book-Entry Only S sy tem. Discontinuance of a particular <br />Depository's services and termination of the book-entry only system may be effected as follows: <br />(i) The Depository may determine to discontinue providing its services with <br />respect to the Bonds at any time by giving written notice to the City and discharging its <br />responsibilities with respect thereto under applicable law. The City may terminate the <br />services of the Depository with respect to the Bond if it determines that the Depository is <br />no longer able to carry out its functions as securities depository or the continuation of the <br />system of book-entry transfers through the Depository is not in the best interests of the <br />City or the Beneficial Owners. <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 />Bond that the Beneficial Owners be able to obtain certificates for the Bonds, the Bonds <br />shall no longer be registered as being registered in the bond register in the name of the <br />Nominee, but may be registered in whatever name or names the Holder of the Bonds <br />shall designate at that time, in accordance with paragraph 10. To the extent that the <br />Beneficial Owners are designated as the transferee by the Holders, in accordance with <br />paragraph 10, the Bonds will be delivered to the Beneficial Owners. <br />(iii) Nothing in this subparagraph (c) shall limit or restrict the provisions of <br />paragraph 10. <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 />3. Allocation of Bonds to Prior 1998 Bonds and Prior 2001 Bonds; Allocation of <br />Prepayments to Portions of Debt Service. The aggregate principal amount of $ <br />maturing in each of the years and amounts hereinafter set forth are issued to refund the Prior <br />1998 Bonds (the "Prior 1998 Bonds Refunding Portion"). The aggregate principal amount of <br />$ maturing in each of the years and amounts hereinafter set forth are issued to refund <br />the Prior 2001 Bonds (the "Prior 2001 Bonds Refunding Portion"): <br />2116001v1 5 <br />