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(i) The Certificates shall be initially issued and, so long as they <br />remain in book entry form only (the "Book Entry Only Period"), shall at all times <br />be in the form of a separate single fully registered Certificate for each maturity of <br />the Certificates; and for purposes of complying with this requirement under <br />paragraph 10 (with respect to registration, transfer, exchange) Authorized <br />Denominations for any Certificate shall be deemed to be limited during the Book <br />Entry Only Period to the outstanding principal amount of that Certificate. <br />(ii) Upon initial issuance, ownership of the Certificates shall be <br />registered in a register maintained by U.S. Bank National Association, in Saint <br />Paul, Minnesota (the "Registrar") in the name of CEDE & CO., as the nominee (it <br />or any nominee of the existing or a successor Depository, the "Nominee"). <br />(iii) With respect to the Certificates neither the City nor the Registrar <br />shall have any responsibility or obligation to any broker, dealer, bank, or any <br />other financial institution for which the Depository holds Certificates as securities <br />depository (the "Participant") or the person for which a Participant holds an <br />interest in the Certificates shown an the books and records of the Participant (the <br />"Beneficial Owner"). Without limiting the immediately preceding sentence, <br />neither the City, nor the Registrar, shall have any such responsibility or obligation <br />with respect to (A) the accuracy of the records of the Depository, the Nominee or <br />any Participant with respect to any ownership interest in the Certificates, or (B) <br />the delivery to any Participant, any Owner or any other person, other than the <br />Depository, of any notice with respect to the Certificates, including any notice of <br />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 <br />principal of or premium, if any, or interest on the Certificates, or (D) the consent <br />given or other action taken by the Depository as the Registered Holder of any <br />Certificates (the "Holder"). For purposes of securing the vote or consent of any <br />Holder under this Resolution, the City may, however, rely upon an omnibus proxy <br />under which the Depository assigns its consenting or voting rights to certain <br />Participants to whose accounts the Certificates are credited on the record date <br />identif ed in a listing attached to the omnibus proxy. <br />(iv) The City and the Registrar may treat as and deem the Depository to <br />be the absolute owner of the Certificates for the purpose of payment of the <br />principal of and premium, if any, and interest on the Certificates, for the purpose <br />of giving notices of redemption and other matters with respect to the Certificates, <br />for the purpose of obtaining any consent or other action to be taken by Holders for <br />the purpose of registering transfers with respect to such Certificates, and for all <br />purpose whatsoever. The Registrar, as paying agent hereunder, shall pay all <br />principal of and premium, if any, and interest on the Certificates only to the <br />Holder or the Holders of the Certificates as shown on the register, and all such <br />payments shall be valid and effective to fully satisfy and discharge the City's <br />obligations with respect to the principal of and premium, if any, and interest on <br />the Certificates to the extent of the sum or sums so paid. <br />zos6zosv~ 3 <br />