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13590415v1 <br />3 <br />successors to its functions hereunder (the "Depository") will act as securities depository for the <br />Bonds, and to this end: <br />(i)The Bonds shall be initially issued and, so long as they remain in book entry form <br />only (the "Book Entry Only Period"), shall at all times be in the form of a separate <br />single fully registered Bond for each maturity of the Bonds; and for purposes of <br />complying with this requirement under paragraphs 5 and 10 Authorized <br />Denominations for any Bond shall be deemed to be limited during the Book Entry <br />Only Period to the outstanding principal amount of that Bond. <br />(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 <br />CEDE & CO., as the nominee (it or any nominee of the existing or a successor <br />Depository, the "Nominee"). <br />(iii)With respect to the Bonds neither the City nor the Bond Registrar shall have any <br />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 <br />shown on the books and records of the Participant (the "Beneficial Owner"). <br />Without limiting the immediately preceding sentence, neither the City, nor the <br />Bond Registrar, shall have any such responsibility or obligation with respect to <br />(A) the accuracy of the records of the Depository, the Nominee or any Participant <br />with respect to any ownership interest in the Bonds, or (B) the delivery to any <br />Participant, any Owner or any other person, other than the Depository, of any <br />notice with respect to the Bonds, including any notice of redemption, or (C) the <br />payment to any Participant, any Beneficial Owner or any other person, other than <br />the Depository, of any amount with respect to the principal of or premium, if any, <br />or interest on the Bonds, or (D) the consent given or other action taken by the <br />Depository as the Registered Holder of any Bonds (the "Holder"). For purposes <br />of securing the vote or consent of any Holder under this Resolution, the City may, <br />however, rely upon an omnibus proxy under which the Depository assigns its <br />consenting or voting rights to certain Participants to whose accounts the Bonds <br />are credited on the record date identified in a listing attached to the omnibus <br />proxy. <br />(iv)The City and the Bond Registrar may treat as and deem the Depository to be the <br />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 <br />obtaining any consent or other action to be taken by Holders for the purpose of <br />registering transfers with respect to such Bonds, and for all purpose whatsoever. <br />The Bond Registrar, as paying agent hereunder, shall pay all principal of and <br />premium, if any, and interest on the Bonds only to the Holder or the Holders of <br />the Bonds as shown on the bond register, and all such payments shall be valid and <br />effective to fully satisfy and discharge the City's obligations with respect to theDRAFT