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(b) Book Entry Only Syste~. The Depository Trust <br />Company, a limited purpose trust company organized under the <br />laws of the State of New York, or any of its successors to <br />its functions hereunder (the ,,Depository"), will act as <br />securities depository for the Bonds, and to this end: <br /> (i) The Bonds shall be initially issued and, so <br /> long as they remain in book entry form only (the "Book <br /> Entry Only Period"), shall at all times be in the form <br /> of a separate single fully registered Bond for each <br /> maturity of the Bonds; and for purposes of complying <br /> with this requirement under paragraph 11 of this <br /> Resolution, authorized denominations for each maturity <br /> of Bonds shall be deemed to be limited during the Book <br /> Entry Only Period to the outstanding principal amount <br /> of that maturity. While in such book entry form, the <br /> Bonds are sometimes hereinafter referred to as being in <br /> "Book Entry Only Form." <br /> (ii) Upon initial issuance, ownership of the <br /> Bonds shall be registered in a bond register maintained <br /> by the Bond Registrar appointed pursuant to paragraph 7 <br /> of this Resolution in the name of CEDE & CO., as the <br /> nominee (it or any nominee of the existing or a <br /> successor Depository, the ,,Nominee"). <br /> (iii) with respect to the Bonds, neither the City <br /> nor the Bond Registrar shall have any responsibility or <br /> obligation to any broker, dealer, bank, or any other <br /> financial institution for which the Depository holds <br /> Bonds as securities depository (the ,,Participant") or <br /> to the person for which a Participant holds an interest <br /> in the Bonds shown on the books and records of the <br /> Participant (the ,,Beneficial Owner"). Without limiting <br /> the immediately preceding sentence, neither the City, <br /> nor the Bond Registrar, shall have any such <br /> responsibility or obligation with respect to (A) the <br /> accuracy of the records of the Depository, the Nominee <br /> or any Participant with respect to any ownership <br /> interest in the Bonds, or (B) the delivery to any <br /> Participant, any Beneficial Owner or any other person, <br /> other than the Depository, of any notice with respect <br /> to the Bonds, including any notice of redemption, or <br /> (C) the payment to any Participant, any Beneficial <br /> Owner or any other person, other than the Depository, <br /> of any amount with respect to the principal of or <br /> premium, if any, or interest on the Bonds, or (D) the <br /> consent given or other action taken by the Depository <br /> as the registered owner of any Bonds (the ,,Holder"). <br /> For purposes of securing the vote or consent of any <br /> Holder under this Resolution, the City may, however, <br /> rely upon an omnibus proxy under which the Depository <br /> assigns its consenting or voting rights to certain <br /> Participants to whose accounts the Bonds are credited <br /> <br />1045'757 <br /> <br />3 <br /> <br /> <br />