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1222136.1 <br />for any Bond shall be deemed to be limited during the Book Entry Only Period to the <br />outstanding principal amount of that Bond. <br />(ii) Upon initial issuance, ownership of the Bonds shall be registered in a bond <br />register maintained by the Bond Registrar (as hereinafter defined) in the name of CEDE <br />& CO., as the nominee (it or any nominee of the existing or a successor Depository, the <br />"Nominee"). <br />(iii) With respect to the Bonds neither the City nor the Bond Registrar shall have <br />any responsibility or obligation to any broker, dealer, bank, or any other financial <br />institution for which the Depository holds Bonds as securities depository (the <br />"Participant") or the person for which a Participant holds an interest in the Bonds shown <br />on the books and records of the Participant (the "Beneficial Owner"). Without limiting <br />the immediately preceding sentence, neither the City, nor the Bond Registrar, shall have <br />any such responsibility or obligation with respect to (A) the accuracy of the records of the <br />Depository, the Nominee or any Participant with respect to any ownership interest in the <br />Bonds, 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 other <br />person, other than the Depository, of any amount with respect to the principal of or <br />premium, if any, or interest on the Bonds, or (D) the consent given or other action taken <br />by the Depository as the Register Holder of any Bonds (the "Holder"). For purposes of <br />securing the vote or consent of any Holder under this Resolution, the City may, however, <br />rely upon an omnibus proxy under which the Depository assigns its consenting or voting <br />rights. to certain Participants to whose accounts the Bonds are credited on the record date <br />identified in a listing attached to the omnibus proxy. <br />(iv) The City and the Bond Registrar may treat as and deem the Depository to be <br />the absolute owner of the Bonds for the purpose of payment of the principal of and <br />premium, if any, and interest on the Bonds, for the purpose of giving notices of <br />redemption and other 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 registering ttansfers <br />with respect to such Bonds, and for all purpose whatsoever. The BondRegistrar, as <br />paying agent hereunder, shall pay all principal of and premium, if any, and interest on the <br />Bonds only to or upon the Holder of the Holders of the.Bonds as shown on the bond <br />register, and. all such payments _shall be valid and •effeetive to fully satisfy and discharge ' <br />the City's obligations 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 />(v) ,Upon delivery by the. Depository to the Bond Registrar of written notice to the <br />effect that the Depository has determined to substitute a new Nominee in place of the <br />existing Nominee, and subject to the transfer provisions in paragraph 10 hereof, <br />references to the Nominee hereunder shall refer to such new Nominee. <br />3 <br />