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on the books and records of the Participant (the "Seneficial Owner"). Without limiting <br />the immediately preceding sentence, neither the City, nor the Sond 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 />Sonds, or (S) the delivery to any Participant, any Owner or any other person, other than <br />the Depository, of any notice with respect to the Sonds, including any notice of <br />redemption, or (C) the payment to any Participant, any Seneficial 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 Sonds, or (D) the consent given or other action taken <br />by the Depository as the Registered Holder of any Sonds (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 Sonds are credited on the record date <br />identified in a listing attached to the omnibus proxy. <br />(iv) The City and the Sond Registrar may treat as and deem the Depository to be <br />the absolute owner of the Sonds for the purpose of payment of the principal of and <br />premium, if any, and interest on the Sonds, for the purpose of giving notices of <br />redemption and other matters with respect to the Sonds, 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 Sonds, and for all purpose whatsoever. The Sond Registrar, as <br />paying agent hereunder, shall pay all principal of and premium, if any, and interest on the <br />Sonds only to the Holder or the Holders of the Sonds 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 Sonds <br />to the extent of the sum or sums so paid. <br />(v) Upon delivery by the Depository to the Sond 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 hereof, <br />references to the Nominee hereunder shall refer to such new Nominee. <br />(vi) So long as any Sond 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 Sond and all <br />notices with respect to such Sond shall be made and given, respectively, by the Sond <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 Sonds (said Letter of Representations, together with any <br />replacement thereof or amendment or substitute thereto, including any standard <br />procedures or policies referenced therein or applicable thereto respecting the procedures <br />and other matters relating to the Depository's role as book-entry Depository for the <br />Sonds, collectively hereinafter referred to as the "Letter of Representations"). <br />(vii) All transfers of beneficial ownership interests in each Sond issued in book- <br />entry form shall be limited in principal amount to Authorized Denominations and shall be <br />effected by procedures by the Depository with the Participants for recording and <br />transferring the ownership of beneficial interests in such Sonds. <br />2377798v1 4 <br />