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(iii) With respect to the Bonds neither the Authority nor the Bond Registrar shall <br />have any responsibility or obligation to any broker, dealer, bank, or any other financial <br />institution for which the Depository holds Bonds as securities depository (the "Participant") <br />or the person for which a Participant holds an interest in the Bonds shown on the books and <br />records of the Participant (the "Beneficial Owner"). Without limiting the immediately <br />preceding sentence, neither the Authority, nor the Bond Registrar, shall have any such <br />responsibility or obligation with respect to (A) the accuracy of the records of the Depository, <br />the Nominee or any Participant with respect to any ownership interest in the Bonds, or (B) <br />the delivery to any Participant, any Owner or any other person, other than the Depository, <br />of any 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 the <br />Depository, of any amount with respect to the principal of or premium, if any, or interest on <br />the Bonds, or (D) the consent given or other action taken by the Depository as the <br />Registered Holder of any Bonds (the "Holder"). For purposes of securing the vote or <br />consent of any Holder under this Resolution, the Authority may, however, rely upon an <br />omnibus proxy under which the Depository assigns its consenting or voting rights to certain <br />Participants to whose accounts the Bonds are credited on the record date identified in a <br />listing attached to the omnibus proxy. <br />(iv) ~ The Authority and the Bond Registrar may treat as and deem the Depository <br />to 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 redemption <br />and other matters with respect to the Bonds, for the purpose of obtaining any consent or <br />other action to be taken by Holders for the purpose of registering transfers with respect to <br />such Bonds, and for all purposes whatsoever. The Bond Registrar, as paying agent <br />hereunder, shall pay all principal of and premium, if any, and interest on the Bonds only to <br />the Holder or the Holders of the Bonds as shown on the bond register, and all such <br />payments shall be valid and effective to fully satisfy and discharge the Authority's obligations <br />with respect to the principal of and premium, if any, and interest on the Bonds to the extent <br />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 (with respect to <br />registration, transfer and exchange) references to the Nominee hereunder shall refer to such <br />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 Authority, 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 as <br />book-entry Depository for the Bonds (said Letter of Representations, together with any <br />replacement thereof or amendment or substitute thereto, including any standard procedures <br />or policies referenced therein or applicable thereto respecting the procedures and other <br />matters relating to the Depository's role as book-entry Depository for the Bonds, collectively <br />hereinafter referred to as the "Letter of Representations"). <br />altn9o6~i 3 <br />