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paragraph 7 of this Resolution in the name of CEDE & CO., as the nominee (it or
<br />any nominee of the existing or a successor Depository, the "Nominee").
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<br /> (iii) With respect to the Bonds, neither the City nor the Bond Registrar
<br />shall have any responsibility or obligation to any broker, dealer, bank, or any
<br />other financial institution for which the Depository holds Bonds as securities
<br />depository (the "Participant") or to the person for which a Participant holds an
<br />interest in the Bonds shown on the books and records of the Participant (the
<br />"Beneficial Owner"). Without limiting the immediately preceding sentence,
<br />neither the City, nor the Bond Registrar, shall have any such responsibility or
<br />obligation with respect to (A) the accuracy of the records of the Depository, the
<br />Nominee or any Participant with respect to any ownership interest in the Bonds,
<br />or (B) the delivery to any Participant, any Beneficial Owner or any other person,
<br />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
<br />or any other person, other than the Depository, of any amount with respect to the
<br />principal of or premium, if any, or interest on the Bonds, or (D) the consent given
<br />or other action taken by the Depository as the registered owner of any Bonds (the
<br />"Holder"). For purposes of securing the vote or consent of any Holder under this
<br />Resolution, the City may, however, rely upon an omnibus proxy under which the
<br />Depository assigns its consenting or voting rights to certain Participants to whose
<br />accounts the Bonds are credited on the record date identified in a listing attached
<br />to the omnibus proxy.
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<br /> (iv) The City and the Bond Registrar may treat as and deem the
<br />Depository to be the absolute owner of the Bonds for the purpose of payment of
<br />the principal of and premium, if any, and interest on the Bonds, for the purpose of
<br />giving notices of redemption and other matters with respect to the Bonds, for the
<br />purpose of obtaining any consent or other action to be taken by Holders for the
<br />purpose of registering transfers with respect to such Bonds, and for all purpose
<br />whatsoever. The Bond Registrar, as paying agent hereunder, shall pay all
<br />principal of and premium, if any, and interest on the Bonds only to or upon the
<br />Holder or the Holders of the Bonds, as shown on the Bond Registrar's bond
<br />register, and all such payments shall be valid and effective to fully satisfy and
<br />discharge the City's obligations with respect to the principal of and premium, if
<br />any, and interest on the Bonds to the extent of the sum or sums so paid.
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<br /> (v) Upon delivery by the Depository to the Bond Registrar of written
<br />notice to the effect that the Depository has determined to substitute a new
<br />Nominee in place of the existing Nominee, and subject to the transfer provisions
<br />in paragraph 11 hereof, references to the Nominee hereunder shall refer to such
<br />new Nominee.
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<br /> (vi) So long as any Bond is registered in the name of a Nominee, all
<br />payments with respect to the principal of and premium, if any, and interest on
<br />such Bond and all notices with respect to such Bond shall be made and given,
<br />respectively, by the Bond Registrar or the City, as the case may be, to the
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