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(i) The Sonds shall be initially issued and, so long as they remain in book entry form only (the "Sook Entry Only Period"), shall at all times be in the form of a separate single fully registered Sond for each maturity of the Sonds; and for purposes of complying with this requirement under paragraphs 5 and 10 Authorized Denominations for any Sond shall be deemed to be limited during the Sook Entry Only Period to the outstanding principal amount of that Sond. (ii) Upon initial issuance, ownership of the Sonds shall be registered in a bond register maintained by the Sond Registrar (as hereinafter defined) in the name of CEDE & CO, as the nominee (it or any nominee of the existing or a successor Depository, the "Nominee"). (iii) With respect to the Sonds neither the City nor the Sond Registrar shall have any responsibility or obligation to any broker, dealer, bank, or any other financial institution for which the Depository holds Sonds as securities depository (the "Participant") or the person for which a Participant holds an interest in the Sonds shown on the books and records of the Participant (the "Seneficial Owner") . Without limiting the immediately preceding sentence, neither the City, nor the Sond Registrar, shall have any such responsibility or obligation with respect to (A) the accuracy of the records of the Depository, the Nominee or any Participant with respect to any ownership interest in the Sonds, or (S) the delivery to any Participant, any Owner or any other person, other than the Depository, of any notice with respect to the Sonds, including any notice of redemption, or (C) the payment to any Participant, any Seneficial Owner or any other person, other than the Depository, of any amount with respect to the principal of or premium, if any, or interest on the Sonds, or (D) the consent given or other action taken by the Depository as the Registered Holder of any Sonds (the "Holder"). For purposes of securing the vote or consent of any Holder under this Resolution, the City may, however, rely upon an omnibus proxy under which the Depository assigns its consenting or voting rights to certain Participants to whose accounts the Sonds are credited on the record date identified in a listing attached to the omnibus proxy. (iv) The City and the Sond Registrar may treat as and deem the Depository to be the absolute owner of the Sonds for the purpose of payment of the principal of and premium, if any, and interest on the Sonds, for the purpose of giving notices of redemption and other matters with respect to the Sonds, for the purpose of obtaining any consent or other action to be taken by Holders for the purpose of registering transfers with respect to such Sonds, and for all purpose whatsoever. The Sond Registrar, as paying agent hereunder, shall pay all principal of and premium, if any, and interest on the Sonds only to the Holder or the Holders of the Sonds as shown on the bond register, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to the principal of and premium, if any, and interest on the Sonds to the extent of the sum or sums so paid. 2377316v1 3