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shall be deemed to be limited during the Book Entry Only <br />Period to the outstanding principal amount of that Bond. <br />(ii) Upon initial issuance, ownership of the Bonds <br />shall be registered in a bond register maintained by the <br />Bond Registrar (as hereinafter defined) in the name of CEDE <br />& CO., as the nominee (it or any nominee of the existing or <br />a successor Depository, the "Nominee"). <br />(iii) With respect to the Bonds neither the City nor <br />the Bond Registrar shall have any responsibility or <br />obligation to any broker, dealer, bank, or any other <br />financial institution for which the Depository holds Bonds <br />as securities depository (the "Participant") or the person <br />for which a Participant holds an interest in the Bonds shown <br />on the books and records of the Participant (the "Beneficial <br />Owner"). Without limiting the immediately preceding <br />sentence, neither the City, nor the Bond Registrar, shall <br />have any such responsibility or obligation with respect to <br />(A) the accuracy of the records of the Depository, the <br />Nominee or any Participant with respect to any ownership <br />interest in the Bonds, or (B) the delivery to any <br />Participant, any Owner or any other person, other than the <br />Depository, of any notice with respect to the Bonds, <br />including any notice of redemption, or (C) the payment to <br />any Participant, any Beneficial Owner or any other person, <br />other than the Depository, of any amount with respect to the <br />principal of or premium, if any, or interest on the Bonds, <br />or (D) the consent given or other action taken by the <br />Depository as the Register Holder of any Bonds (the <br />"Holder"). For purposes of securing the vote or consent of <br />any Holder under this Resolution, the City may, however, <br />rely upon an omnibus proxy under which the Depository <br />assigns its consenting or voting rights to certain <br />Participants to whose accounts the Bonds are credited on the <br />record date identified in a listing attached to the omnibus <br />proxy. <br />(iv) The City and the Bond Registrar may treat as and <br />deem the Depository to be the absolute owner of the Bonds <br />for the purpose of payment of the principal of and premium, <br />if any, and interest on the Bonds, for the purpose of giving <br />notices of redemption and other matters with respect to the <br />Bonds, for the purpose of obtaining any consent or other <br />action to be taken by Holders for the purpose of registering <br />transfers with respect to such Bonds, and for all purpose <br />whatsoever. The Bond Registrar, as paying agent hereunder, <br />shall pay all principal of and premium, if any, and interest <br />on the Bonds only to or upon the Holder of the Holders of <br />the Bonds as shown on the bond register, and all such <br />payments shall be valid and effective to fully satisfy and <br />discharge the City's obligations with respect to the <br />931992.1 <br />3 <br />