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rules, procedures or practices referenced therein, the "Letter of <br />Representations"), or any of its successors to its functions hereunder (the <br />"Depository"), will act as securities depository for the Bonds, and to this end: <br /> <br />(i) <br /> <br />The Bonds shall be initially issued and, so long as they remain in <br />book entry form only (the "Book Entry Only Period"), shall at all <br />times be in the form of a separate single fully registered Bond for <br />each maturity of the Bonds; and authorized denominations for each <br />maturity of Bonds shall be deemed to be limited during the Book <br />Entry Only Period to the outstanding principal amount of that <br />maturity. While in such book entry form, the Bonds are sometimes <br />hereinafter referred to as being in "Book Entry Only Form." <br /> <br />(ii) <br /> <br />· Upon initial issuance, ownership of the Bonds shall be registered in <br /> a bond register maintained by the Bond Registrar described in this <br /> Resolution in the name of CEDE & CO., as the nominee (it or any <br /> nominee of the existing or a successor Depository, the "Nominee"). <br /> <br />(iii) <br /> <br />With respect to the Bonds, neither the City nor the Bond Registrar <br />shall have any responsibility or obligation to any broker, dealer, bank, <br />or any other financial institution for which the Depository holds <br />Bonds as securities depository (the "Participant") or to the person for <br />which a Participant holds an interest in the Bonds shown on the books <br />and records of the Participant (the "Beneficial Owner"). Without <br />limiting the immediately preceding sentence, neither the City, nor the <br />Bond Registrar, shall have any such responsibility or obligation with <br />respect to (A) the accuracy of the records of the Depository, the <br />Nominee or any Participant with respect to any ownership interest in <br />the Bonds, or 03) the delivery to any Participant, any Beneficial <br />Owner or any other person, other than the Depository, of any notice <br />with respect to the Bonds, including any notice of redemption, or (C) <br />the payment to any Participant, any Beneficial Owner or any other <br />person, other than the Depository, of any amount with respect to the <br />principal of or premium, if any, or interest on the Bonds, or (D) the <br />consent given or other action taken by the Depository as the <br />registered owner of any Bonds (the "Holder"). For purposes of <br />securing the vote or consent of any Holder under this Resolution, the <br />City may, however, rely upon an omnibus proxy under which the <br />Depository assigns its consenting or voting rights to certain <br />Participants to whose accounts the Bonds are credited on the record <br />date identified in a listing attached to the omnibus proxy. <br /> <br />1218143.1 <br /> <br />3 <br /> <br /> <br />