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(ii) Upon initial issuance, ownership of the <br />Bonds shall be registered in a bond register maintained <br />by the Bond Registrar described in this Resolution in <br />the name of CEDE & CO., as the nominee (it or any <br />nominee of the existing or a successor Depository, the <br />"Nominee"). <br /> <br /> (iii) With respect to the Bonds, neither the City <br />nor the Bond Registrar shall have any responsibility or <br />obligation to any broker, dealer, bank, or any other <br />financial institution for which the Depository holds <br />Bonds as securities depository (the "Participant") or <br />to the person for which a Participant holds an interest <br />in the Bonds shown on the books and records of the <br />Participant (the "Beneficial Owner"). Without limiting <br />the immediately preceding sentence, neither the City, <br />nor the Bond Registrar, shall have any such <br />responsibility or obligation with respect to (A) the <br />accuracy of the records of the Depository, the Nominee <br />or any Participant with respect to any ownership <br />interest in the Bonds, or (B) the delivery to any <br />Participant, any Beneficial Owner or any other person, <br />other than the Depository, of any notice with respect <br />to the Bonds, including any notice of redemption, or <br />(C) the payment to any Participant, any Beneficial <br />Owner or any other person, other than the Depository, <br />of any amount with respect to the principal of or <br />premium, if any, or interest on the Bonds, or (D) the <br />consent given or other action taken by the Depository <br />as the registered owner of any Bonds (the "Holder"). <br />For purposes of securing the vote or consent of any <br />Holder under this Resolution, the City may, however, <br />rely upon an omnibus proxy under which the Depository <br />assigns its consenting or voting rights to certain <br />Participants to whose accounts the Bonds are credited <br />on the record date identified in a listing attached to <br />the omnibus proxy. <br /> <br /> (iv) The City and the Bond Registrar may treat as <br />and deem the Depository to be the absolute owner of the <br />Bonds for the purpose of payment of the principal of <br />and premium, if any, and interest on the Bonds, for the <br />purpose of giving notices of redemption and other <br />matters with respect to the Bonds, for the purpose of <br />obtaining any consent or other action to be taken by <br />Holders for the purpose of registering transfers with <br />respect to such Bonds, and for all purpose whatsoever. <br />The Bond Registrar, as paying agent hereunder, shall <br />pay all principal of and premium, if any, and interest <br />on the Bonds only to or upon the Holder or the Holders <br />of the Bonds, as shown on the Bond Registrar's bond <br />register, and all such payments shall be valid and <br />effective to fully satisfy and discharge the City's <br />obligations with respect to the principal of and <br /> <br />1079939 .2 4 <br /> <br /> <br />