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(ii) Upon initial issuance, ownership of the Bonds shall be registered <br />in a bond register maintained by the Bond Registrar (as hereinafter defined) in the <br />name of CEDE & CO., as the nominee (it or any nominee of the existing or a <br />successor Depository, the "Nominee "). <br />(iii) With respect to the Bonds neither the City nor the Bond Registrar <br />shall have any responsibility or obligation to any broker, dealer, bank, or any <br />other financial institution for which the Depository holds Bonds as securities <br />depository (the "Participant ") or the person for which a Participant holds an <br />interest in the Bonds shown on the books and records of the Participant (the <br />"Beneficial Owner "). Without limiting the immediately preceding sentence, <br />neither the City, nor the Bond Registrar, shall have any such responsibility or <br />obligation with respect to (A) the accuracy of the records of the Depository, the <br />Nominee or any Participant with respect to any ownership interest in the Bonds, <br />or (B) the delivery to any Participant, any Owner or any other person, other than <br />the Depository, of any notice with respect to the Bonds, including any notice of <br />redemption, or (C) the payment to any Participant, any Beneficial Owner or any <br />other 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 consent given <br />or other action taken by the Depository as the Registered Holder of any Bonds <br />(the "Holder "). For purposes of securing the vote or consent of any Holder under <br />this Resolution, the City may, however, rely upon an omnibus proxy under which <br />the Depository assigns its consenting or voting rights to certain Participants to <br />whose accounts the Bonds are credited on the record date identified in a listing <br />attached to the omnibus proxy. <br />(iv) 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 payment of <br />the principal of and premium, if any, and interest on the Bonds, for the purpose of <br />giving notices of redemption and other matters with respect to the Bonds, for the <br />purpose of obtaining any consent or other action to be taken by Holders for the <br />purpose of registering transfers with respect to such Bonds, and for all purpose <br />whatsoever. The Bond Registrar, as paying agent hereunder, shall pay all <br />principal of and premium, if any, and interest on the Bonds only to the Holder or <br />the Holders of the Bonds as shown on the bond register, and all such payments <br />shall be 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 the Bonds to <br />the extent of the sum or sums so paid. <br />(v) Upon delivery by the Depository to the Bond Registrar of written <br />notice to the effect that the Depository has determined to substitute a new <br />Nominee in place of the existing Nominee, and subject to the transfer provisions <br />in paragraph 10, references to the Nominee hereunder shall refer to such new <br />Nominee. <br />(vi) 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 interest on <br />5 <br />