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successors or its successors to its functions hereunder (the "Depository"), will act as securities
<br /> depository for the Bonds, and to this end:
<br /> (a) The Bonds shall be initially issued and, so long as they remain in book entry form
<br /> only (the "Book Entry Only Period"), shall at all times be in the form of a separate single fully
<br /> registered Bond for each maturiry of the Bonds; and for purposes of complying with this
<br /> requirement under Section 6, Authorized Denominations for any Bond sha11 be deemed to be
<br /> limited during the Book Entry Only Period to the outstanding principal amount of that Bond.
<br /> (b) Upon initial issuance, ownership of the Bonds sha11 be registered in a bond
<br /> register maintained by the Registrar (as hereinafter defined) in the name of Cede & Co., as the
<br /> nominee (it or any nominee of the existing or a successor Depository, the "Nominee").
<br /> (c) With respect to the Bonds, neither the City nor the Registraz shall have any
<br /> responsibility or obligation to any broker, dealer, bank, or any other financial institution for
<br /> which the Depository holds Bonds as securities depository, (the "Participant") or the person for
<br /> which a Participant holds an interest in the Bonds shown on the books and records of the
<br /> Participant (the "Beneficial Owner"). Without limiting the immediately preceding sentence,
<br /> neither the City, nor the Registrar, shall have any such responsibility or obligation with respect to
<br /> (A) the accuracy of the records of the Depository, the Nominee or any Participant with respect to '
<br /> any ownership interest in the Bonds, or (B) the delivery to any Participant, any Owner or any
<br /> other person, other than the Depository, of any notice with respect to the Bonds, including any
<br /> notice of redemption, or (C) the payment to any Participant, any Beneficial Owner or any other �
<br /> person, other than the Depository, of any amount with respect to the principal of, premium, if
<br /> any, or interest on the Bonds, or (D) the consent given or other action taken by the Depository as
<br /> the Registered Holder of any Bonds (the "Holder"). For purposes of securing the vote or consent
<br /> of any Holder under this Resolution, the City may, however, rely upon an omnibus proxy under
<br /> which the Depository assigns its consendng or voting rights to certain Participants to whose ',
<br /> accounts the Bonds are credited on the record date identified in a listing atta.ched to the omnibus
<br /> proxy.
<br /> (d) The City and the Registrar may treat as and deem the Depository to be the
<br /> absolute owner of tlie Bonds for the purpose of payment of the principal of and premium, if any,
<br /> and interest on the Bonds, for the purpose of giving notices of redemption and other matters with
<br /> respect to the Bonds, for the purpose of obtaining any consent or other action to be taken by
<br /> Holders for the purpose of registering transfers with respect to such Bonds, and for all purposes
<br /> whatsoever. The Registrar, as paying agent hereunder, sha11 pay a11 principal of and premium, if
<br /> any, and interest on the Bonds only to or upon the Holder or the Holders of the Bonds as shown
<br /> on the Bond register, and all such payments shall be valid and effective to fully satisfy and
<br /> dischazge the City's obligations with respect to the principal of and premium, if any, and interest
<br /> on the Bonds to the extent of the sum or sums so paid.
<br /> (e) Upon delivery by the Depository to the Registrar of written notice to the efFect
<br /> that the Depository has determined to substitute a new Nomin� in place of the existing
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<br /> Nominee, and subject to the transfer provisions in Section 6 hereof, references to the Nominee
<br /> hereunder sha11 refer to such new Nominee.
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