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Denominations for any Certificate shall be deemed to be limited during the Book Entry <br />Only Period to the outstanding principal amount of that Certificate. <br />(ii) Upon initial issuance, ownership of the Certificates shall be registered in a <br />bond register maintained by the Registrar (as hereinafter defined) in the name of CEDE <br />& CO., as the nominee (it or any nominee of the existing or a successor Depository, the <br />"Nominee"). <br />(iii) With respect to the Certificates neither the City nor the Registrar shall <br />have any responsibility or obligation to any broker, dealer, bank, or any other financial <br />institution for which the Depository holds Certificates as securities depository (the <br />"Participant") or the person for which a Participant holds an interest in the Certificates <br />shown on the books and records of the Participant (the "Beneficial Owner"). Without <br />limiting the immediately preceding sentence, neither the City, nor the Registrar, shall <br />have any responsibility or obligation with respect to (A) the accuracy of the records of <br />the Depository, the Nominee or any Participant with respect to any ownership interest in <br />the Certificates, or (B) the delivery to any Participant, any Owner or any other person, <br />other than the Depository, of any notice with respect to the Certificates, including any <br />notice of redemption, or (C) the payment to any Participant, any Beneficial Owner or any <br />other person, other than the Depository, of any amount with respect to the principal of or <br />premium, if any, or interest on the Certificates, or (D) the consent given or other action <br />taken by the Depository as the Register Holder of any Certificates (the "Holder"). For <br />purposes of securing the vote or consent of any Holder under this Resolution, the City <br />may, however, rely upon an omnibus proxy under which the Depository assigns its <br />consenting or voting rights to certain Participants to whose accounts the Certificates are <br />credited on the record date identified in a listing attached to the omnibus proxy. <br />(iv) The City and the Registrar may treat as and deem the Depository to be the <br />absolute owner of the Certificates for the purpose of payment of the principal of and <br />premium, if any, and interest on the Certificates, for the purpose of giving notices of <br />redemption and other matters with respect to the Certificates, for the purpose of obtaining <br />any consent or other action to be taken by Holders for the purpose of registering transfers <br />with respect to the Certificates, and for all purpose whatsoever. The Registrar, as paying <br />agent hereunder, shall pay all principal of and premium, if any, and interest on the <br />Certificates only to or upon the Holder of the Holders of the Certificates as shown on the <br />bond register, and all such payments shall be valid and effective to fully satisfy and <br />discharge the City's obligations with respect to the principal of and premium, if any, and <br />interest on the Certificates to the extent of the sum or sums so paid. <br />(v) Upon delivery by the Depository to the Registrar of written notice to the <br />effect that the Depository has determined to substitute a new Nominee in place of the <br />existing Nominee, and subject to the transfer provisions in paragraph 10 hereof, <br />references to the Nominee hereunder shall refer to such new Nominee. <br />(vi) So long as any Certificate is registered in the name of a Nominee, all <br />payments with respect to the principal of and premium, if any, and interest on the <br />Certificate and all notices with respect to the Certificate shall be made and given, <br />respectively, by the Registrar or City, as the case may be, to the Depository as provided <br />in the Letter of Representations to the Depository required by the Depository as a <br />3 <br />15806470 <br />