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<br />interest in the Bonds shown on the books <br />and records of the Participant (the <br />"Beneficial 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, if 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 omnibus <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 /> <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 principal of and premium, if <br />any, and interest on the Bonds to the extent <br />of the sum or sums so paid. <br /> <br />1006009.1 4 <br />