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which a Participant holds an interest in the Bonds shown on the books and records of the <br /> Participant (the "Beneficial Owner"). Without limiting the immediately preceding sentence, <br /> neither the City, nor the 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 with respect to <br /> any ownership interest in the Bonds, or (B) the delivery to any Participant, any Owner or any <br /> other person, 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 or any other <br /> person, other than the Depository, of any amount with respect to the principal of, premium, if <br /> any, or interest on the Bonds, or (D) the consent given or other action taken by the Depository as <br /> the Registered Holder of any Bonds (the "Holder"). For purposes of securing the vote or consent <br /> of any Holder under this Resolution, the City may, however, rely upon an omnibus proxy under <br /> which the 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 to the omnibus <br /> proxy. <br /> (d) The City and the 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 premium, if any, <br /> and interest on the Bonds, for the purpose of giving notices of redemption and other matters with <br /> respect to the Bonds, for the purpose of obtaining any consent or other action to be taken by <br /> Holders for the purpose of registering transfers with respect to such Bonds, and for all purposes <br /> whatsoever. The Registrar, as paying agent hereunder, shall pay all principal of and premium, if <br /> any, and interest on the Bonds only to or upon the Holder or the Holders of the Bonds as shown <br /> on the Bond 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 any, and interest <br /> on the Bonds to the extent of the sum or sums so paid. <br /> (e) Upon delivery by the Depository to the Registrar of written notice to the effect <br /> that the Depository has determined to substitute a new Nominee in place of the existing <br /> Nominee, and subject to the transfer provisions in Section 6 hereof, references to the Nominee <br /> hereunder shall refer to such new Nominee. <br /> (f) So long as any Bond is registered in the name of a Nominee, all payments with <br /> respect to the principal of and premium, if any, and interest on such Bond and all notices with <br /> respect to such Bond shall be made and given, respectively, by the Registrar or City, as the case <br /> may be, to the Depository as provided in the Letter of Representations to the Depository required <br /> by the Depository as a condition to its acting as book-entry Depository for the Bonds (said Letter <br /> of Representations, together with any replacement thereof or amendment or substitute thereto, <br /> including any standard procedures or policies referenced therein or applicable thereto respecting <br /> the procedures and other matters relating to the Depository's role as book-entry Depository for <br /> the Bonds, collectively hereinafter referred to as the "Letter of Representations"). <br /> (g) All transfers of beneficial ownership interests in each Bond issued in book-entry <br /> form shall be limited in principal amount to Authorized Denominations and shall be effected by <br /> procedures by the Depository with the Participants for recording and transferring the ownership <br /> of beneficial interests in such Bonds. <br /> 4 <br />