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<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 /> <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 />principal of and premium, if any, and interest on the Bonds <br />to the extent of the sum or sums so paid. <br /> <br />(v) Upon delivery by the Depository to the Bond <br />Registrar of written notice to the effect that the <br />Depository has determined to substitute a new Nominee in <br />place of the existing Nominee, and subject to the transfer <br />provisions in paragraph 10 hereof, references to the Nominee <br />hereunder shall refer to such new Nominee. <br /> <br />(vi) So long as any Bond is registered in the name of <br />a Nominee, all payments with respect to the principal of and <br />premium, if any, and interest on such Bond and all notices <br />with respect to such Bond shall be made and given, <br />respectively, by the Bond Registrar or City, as the case may <br />be, to the Depository as provided in the Letter of <br />Representations to the Depository required by the Depository <br />as a condition to its acting as book-entry Depository for <br />the Bonds (said Letter of Representations, together with any <br />replacement thereof or amendment or substitute thereto, <br />including any standard procedures or policies referenced <br />therein or applicable thereto respecting the procedures and <br />other matters relating to the Depository's role as <br />book-entry Depository for the Bonds, collectively <br />hereinafter referred to as the "Letter of Representations") . <br /> <br />906107.01 <br /> <br />5 <br />