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that maturity. While in such book entry form, the Bonds are sometimes <br />hereinafter referred to as being in "Book Entry Only Form." <br /> <br /> (ii) Upon initial issuance, ownership of the Bonds shall be registered <br />in a bond register maintained by the Bond Registrar described in this Resolution <br />in the name of CEDE & CO., as the nominee (it or any nominee of the existing or <br />a successor Depository, the "Nominee"). <br /> <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. <br /> <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. <br /> <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 />applicable to the Bonds, references to the Nominee hereunder shall refer to such <br />new Nominee. <br /> <br />1580841vl 3 <br /> <br /> <br />