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<br />. <br /> <br />. <br /> <br />. <br /> <br />1448297vl <br /> <br />or any 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 owner of any Bonds (the <br />"Holder"). For purposes of securing the vote or consent of any Holder under this <br />Resolution, the City may, however, rely upon an omnibus proxy under which the <br />Depository assigns its consenting or voting rights to certain Participants to whose <br />accounts the Bonds are credited on the record date identified in a listing attached <br />to the omnibus proxy. <br /> <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 or upon the <br />Holder or the Holders of the Bonds, as shown on the Bond Registrar's bond <br />register, and all such payments shall be valid and effective to fully satisfy and <br />discharge the City's obligations with respect to the principal of and premium, if <br />any, and interest on the Bonds to the extent of the sum or sums so paid. <br /> <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 11 hereof, references to the Nominee hereunder shall refer to such <br />new Nominee. <br /> <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 />such Bond and all notices with respect to such Bond shall be made and given, <br />respectively, by the Bond Registrar or the City, as the case may be, to the <br />Depository as provided in the Blanket Issuer Letter of Representations required <br />by the Depository as a condition to its acting as book-entry Depository for the <br />Bonds (said Blanket Issuer Letter of Representations, together with any <br />replacement thereof or amendment or substitute thereto, including any standard <br />procedures or policies referenced therein or applicable thereto respecting the <br />procedures and other matters relating to the Depository's role as book-entry <br />Depository for the Bonds, are collectively hereinafter referred to as the "Blanket <br />Issuer Letter of Representations"). <br /> <br />(vii) All transfers of beneficial ownership interests in each Bond issued <br />in book-entry form shall be limited in principal amount to authorized <br />denominations and shall be effected by the Depository with the Participants for <br />recording and transferring the ownership of beneficial interests in such Bonds. <br /> <br />4 <br />