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interest in the Bonds shown on the books <br /> and records of the participant (the <br /> "Benef is ial Owner") , Without limiting <br /> the immediately preceding sentence, <br /> neither the city, nor the Bond <br /> Registrar, shall have any such <br /> responsibility or obligation with <br /> respect to (A) the accuracy of the <br /> records of the Depository, the Nominee <br /> or any Participant with respect to any <br /> ownership interest in the Bonds, or (B) <br /> the delivery to any Participant, any <br /> Owner or any other person, other than <br /> the Depository, of any notice with <br /> respect to the Bonds, including any <br /> notice of redemption, or (C) the payment <br /> to any Participant, any Beneficial Owner* <br /> or any other person, other than the <br /> Depository, of any amount with respect <br /> to the principal of or premium, ,i f any, <br /> or interest on the Bonds, or (D) the <br /> consent given or other action taken by <br /> the Depository as the Registered Holder <br /> of any Bonds (the "Holder") . For <br /> purposes of securing the vote or consent <br /> of any Holder under this Resolution, the <br /> City may, however, rely upon an omniobus <br /> proxy under which the Depository assigns <br /> its consenting or voting rights to <br /> certain Participants to whose accounts <br /> the Bonds are credited on the record <br /> date identified in a listing attached to <br /> the omnibus proxy. <br /> (iv) The City and the Bond Registrar may treat <br /> as and deem the Depository to be the absolute <br /> owner of the Bonds for the purpose of payment <br /> of the principal of and premium, if any, and <br /> interest on the Bonds, for the purpose of <br /> giving notices of redemption and other <br /> matters with respect to the Bonds, for the <br /> purpose of obtaining any consent or other <br /> action to be taken by Holders for the purpose <br /> of registering transfers with respect to such <br /> Bonds, and for all purpose whatsoever. The <br /> Bond Registrar, as paying agent hereunder, <br /> shall pay all principal of and premium, if <br /> any, and interest on the Bonds only to the <br /> Holder or the Holders of the Bonds as shown <br /> on the bond register, and all such payments <br /> shall be valid and effective to fully satisfy <br /> and discharge the City' s obligations with <br /> respect to the principa l of and premium, if <br /> any, and interest on the Bonds to the extent <br /> of the sum or sums so paid. <br /> 1006009.1 4 <br />