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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 Registered 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 transfers <br />with respect to such Bonds, and for all purpose whatsoever. The Bond Registrar, as <br />paying agent hereunder, shall pay all principal of and premium, if any, and interest on the <br />Bonds only to the Holder or the Holders of the Bonds as shown on the bond register, and <br />all such payments shall be valid and effective to fully satisfy and discharge the City's <br />obligations with respect to the principal of and premium, if any, and interest on the Bonds <br />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 <br />the 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 />(vi) So long as any Bond is registered in the name of a Nominee, all payments <br />with respect to the principal of and premium, if any, and interest on such Bond and all <br />notices with respect to such Bond shall be made and given, respectively, by the Bond <br />Registrar or City, as the case maybe, to the Depository as provided in the Letter of <br />Representations to the Depository required by the Depository as a condition to its acting <br />as book-entry Depository for the Bonds (said 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 procedures <br />and other matters relating to the Depository's role as book-entry Depository for the <br />Bonds, collectively hereinafter referred to as the "Letter of Representations"). <br />(vii) All transfers of beneficial ownership interests in each Bond issued in book- <br />entry form shall be limited in principal amount to Authorized Denominations and shall be <br />effected by procedures by the Depository with the Participants for recording and <br />transferring the ownership of beneficial interests in such Bonds. <br />(viii) In connection with any notice or other communication to be provided to the <br />Holders pursuant to this Resolution by the City or Bond Registrar with respect to any <br />consent or other action to be taken by Holders, the Depository shall consider the date of <br />4 <br />2377798x1 <br />