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to securities industry transfer and payment practices. With respect to Notes registered in the <br /> Note Register in the name of the Nominee, the Finance Officer and t e Paying Agent and Note <br /> Registrar shall have no responsibility or obligation to any broker-dea er, bank or other financial <br /> institution for which the Depository holds Notes from time to time as ecurities depository (each <br /> such broker-dealer, bank or other financial institution being referred o herein as a "Depository <br /> Participant") or to any person on behalf of whom such a Depository articipant holds an interest <br /> in the Notes. Without limiting the meaning of the immediately prece ing sentence, the City and <br /> the Paying Agent and Note Registrar shall have no responsibility or o ligation with respect to (a) <br /> the accuracy of the records of the Depository or any Depository Part cipant with respect to any <br /> ownership interest in the Notes, (b) the delivery to any Deposito Participant or any other <br /> person, other than a registered owner of a Note as shown in the Note egister, of any notice with <br /> respect to the Notes, including any notice of redemption, or (c) the ayment to any Depository <br /> Participant or any other person, other than a registered owner of a ote as shown in the Note <br /> Register, of any amount with respect to principal of or interest on t e Notes. No person other <br /> than a registered owner of a Note as shown in the Note Register shal receive a Note certificate <br /> with respect to any Note. In the event that (a) the City determines that the Depository is <br /> incapable of discharging its responsibilities described herein and in th Representation Letter, (b) <br /> the agreement among the City, the Paying Agent and Note Reg strar and the Depository <br /> evidenced by the Representation Letter shall be terminated for a y reason or (c) the City i <br /> determines that it is in the best interests of the City or of the benefici 1 owners of the Notes that <br /> they be able to obtain certificated Notes, the City shall notify the Dep sitory and the Depository <br /> Participants of the availability of Note certificates, and the Notes shal no longer be restricted to <br /> being registered in the Note Register in the name of the Nominee. he City may at such time <br /> determine that the Notes shall be registered in the name of and d posited with a successor <br /> -6- <br />