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(ii) Upon initial issuance, ownership of the Bonds shall be registered in a bond
<br /> register maintained by the Bond Registrar(as hereinafter defined) in the name of CEDE
<br /> & CO., as the nominee (it or any nominee of the existing or a successor Depository, the
<br /> "Nominee").
<br /> (iii) With respect to the Bonds neither the City nor the Bond Registrar shall
<br /> have any responsibility or obligation to any broker, dealer,bank, or any other financial
<br /> institution for which the Depository holds Bonds as securities depository(the
<br /> "Participant") or the person for which a Participant holds an interest in the Bonds shown
<br /> on the books and records of the Participant (the "Beneficial Owner"). Without limiting
<br /> the immediately preceding sentence, neither the City, nor the Bond Registrar, shall have
<br /> any such responsibility or obligation with respect to (A)the accuracy of the records of the
<br /> Depository,the Nominee or any Participant with respect to any ownership interest in the
<br /> Bonds, or(B) the delivery to any Participant, any Owner or any other person, other than
<br /> the Depository, of any notice with respect to the Bonds, including any notice of
<br /> 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 or
<br /> premium, if any, or interest on the Bonds, or(D) the consent given or other action taken
<br /> by the Depository as the Registered Holder of any Bonds (the "Holder"). For purposes of
<br /> securing the vote or consent of any Holder under this Resolution, the City may,however,
<br /> rely upon an omnibus proxy under which the Depository assigns its consenting or voting
<br /> rights to certain Participants to whose accounts the Bonds are credited on the record date
<br /> identified in a listing attached to the omnibus proxy.
<br /> (iv) The City and the Bond Registrar may treat as and deem the Depository to
<br /> be the absolute owner of the Bonds for the purpose of payment of the principal of and
<br /> premium, if any, and interest on the Bonds, for the purpose of giving notices of
<br /> redemption and other matters with respect to the Bonds, for the purpose of obtaining any
<br /> consent or other action to be taken by Holders for the purpose of registering transfers
<br /> with respect to such Bonds, and for all purposes whatsoever. The Bond Registrar, as
<br /> paying agent hereunder, shall pay all principal of and premium, if any, and interest on the
<br /> Bonds only to the Holder or the Holders of the Bonds as shown on the bond register, and
<br /> all such 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 the Bonds
<br /> to the extent of the sum or sums so paid.
<br /> (v) Upon delivery by the Depository to the Bond Registrar of written notice to
<br /> the effect that the Depository has determined to substitute a new Nominee in place of the
<br /> existing Nominee, and subject to the transfer provisions in paragraph 10, references to the
<br /> Nominee hereunder shall refer to such new Nominee.
<br /> (vi) So long as any Bond is registered in the name of a Nominee, all payments
<br /> with respect to the principal of and premium, if any, and interest on such Bond and all
<br /> notices with respect to such Bond shall be made and given, respectively,by the Bond
<br /> Registrar or City, as the case may be, to the Depository as provided in the Letter of
<br /> Representations to the Depository required by the Depository as a condition to its acting
<br /> as book-entry Depository for the Bonds (said Letter of Representations,together with any
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