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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 purpose 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 <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 /> Bonds, collectively hereinafter referred to as the "Letter of Representations"). <br /> (vii) All transfers of beneficial ownership interests in each Bond issued in <br /> book-entry form shall be limited in principal amount to Authorized Denominations and <br /> shall be effected by procedures by the Depository with the Participants for recording and <br /> transferring the ownership of beneficial interests in such Bonds. <br /> 3 <br /> 8394444v1 <br />