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Company, its successors, or any successor central depository system appointed by the
<br />Commission or the City from time to time (the "Clearing Agency "). The Commission, the City
<br />and the Registrar may, in connection therewith, do or perform or cause to be done or performed
<br />any acts or things not adverse to the rights of the holders of the Bonds, as are necessary or
<br />appropriate to accomplish or recognize such book -entry form Bonds.
<br />During any time that a series of Bonds are held in book -entry form on the books
<br />of a Clearing Agency (1) any such Bonds may be registered upon the books kept by the Registrar
<br />in the name of such Clearing Agency, or any nominee thereof, including CEDE & Co., as
<br />nominee of The Depository Trust Company; (2) the Clearing Agency in whose name such Bonds
<br />are so registered shall be, and the Commission, the City, the Registrar and the Paying Agent may
<br />deem and treat such Clearing Agency as, the absolute owner and holder of such Bonds for all
<br />purposes of this Resolution, including, without limitation, the receiving of payment of the
<br />principal of, premium, if any, on and interest on such Bonds, the receiving of notice, and the
<br />giving of consent; (3) none of the Commission, the City, the Registrar or the Paying Agent shall
<br />have any responsibility or obligation hereunder to any direct or indirect participant, within the
<br />meaning of Section 17A of the Securities Exchange Act of 1934, as amended, of such Clearing
<br />Agency, or any person on behalf of which, or otherwise in respect of which, any such participant
<br />holds any interest in any Bonds, including, without limitation, any responsibility or obligation
<br />hereunder to maintain accurate records of any interest in any Bonds or any responsibility or
<br />obligation hereunder with respect to the receiving of payment of principal, premium, if any, or
<br />interest on any Bonds, the receiving of notice, or the giving of consent; (4) the Clearing Agency
<br />is not required to present any Bonds called for partial redemption or prepayment prior to
<br />receiving payment so long as the Registrar and the Paying Agent and the Clearing Agency have
<br />agreed to the method for noting such partial redemption or prepayment; and (5) payment of the
<br />principal of and interest on any one or more series of Bonds may be made by wire transfer or
<br />other method acceptable to the Clearing Agency, as indicated in a certificate of the Controller to
<br />such effect.
<br />If either (i) the Commission or the City receives notice from the Clearing Agency
<br />which is currently the registered owner of the Bonds to the effect that such Clearing Agency is
<br />unable or unwilling to discharge its responsibility as a Clearing Agency for the Bonds or (ii) the
<br />Commission or City elects to discontinue its use of such Clearing Agency as a Clearing Agency
<br />for the Bonds, then the Commission, the City, the Registrar and the Paying Agent each shall do
<br />or perform or cause to be done or performed all acts or things, not adverse to the rights of the
<br />holders of the Bonds, as are necessary or appropriate to discontinue use of such Clearing Agency
<br />as a Clearing Agency for the Bonds and to transfer the ownership of each of the Bonds to such
<br />person or persons, including any other Clearing Agency, as the holder of the Bonds may direct in
<br />accordance with this Resolution. Any expenses of such discontinuance and transfer, including
<br />expenses of printing new certificates to evidence the Bonds, shall be paid by the Commission or
<br />the City.
<br />During any time that the Bonds are held in book -entry form on the books of a
<br />Clearing Agency, the Registrar and the Paying Agent shall be entitled to request and rely upon a
<br />certificate or other written representation from the Clearing Agency or any participant or indirect
<br />participant with respect to the identity of any beneficial owners of the Bonds as of a record date
<br />selected by the Registrar and the Paying Agent. For purposes of determining whether the
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