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and records of the Participant (the "Beneficial Owner"). Without <br />limiting the immediately preceding sentence, neither the City, nor the <br />Bond Registrar, shall have any such responsibility or obligation with <br />respect to (A) the accuracy of the records of the Depository, the <br />Nominee or any Participant with respect to any ownership interest in <br />the Bonds, or (B) the delivery to any Participant, any Beneficial <br />Owner or any other person, other than the Depository, of any notice <br />with respect to the Bonds, including any notice of redemption, or (C) <br />the payment to any Participant, any Beneficial Owner or any other <br />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 <br />consent given or other action taken by the Depository as the <br />registered owner of any Bonds (the "Holder"). For purposes of <br />securing the vote or consent of any Holder under this Resolution, the <br />City may, however, rely upon an omnibus proxy under which the <br />Depository assigns its consenting or voting rights to certain <br />Participants to whose accounts the Bonds are credited on the record <br />date identified in a listing attached to the omnibus proxy. <br /> <br />(iv) <br /> <br />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 <br />payment of the principal of and premium, if any, and interest on the <br />Bonds, for the purpose of giving notices of redemption and other <br />matters with respect to the Bonds, for the purpose of obtaining any <br />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 <br />whatsoever. The Bond Registrar, as paying agent hereunder, shall <br />pay all principal of and premium, if any, and interest on the Bonds <br />only to or upon the Holder or the Holders of the Bonds, as shown on <br />the Bond Registrar's bond register, and all such payments shall be <br />valid and effective to fully satisfy and discharge the City's obligations <br />with respect to the principal of and premium, if any, and interest on <br />the Bonds to the extent of the sum or sums so paid. <br /> <br />(v) <br /> <br />Upon delivery by the Depository to the Bond Registrar of written <br />notice to the effect that the Depository has determined to substitute <br />a new Nominee in place of the existing Nominee, and subject to the <br />transfer provisions applicable to the Bonds, references to the <br />Nominee hereunder shall refer to such new Nominee. <br /> <br />(vi) <br /> <br />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 <br />interest on such Bond and all notices with respect to such Bond shall <br /> <br />1217682.1 3 <br /> <br /> <br />