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premium, if any, or interest on the Certificates, or (D) the consent given or other action <br />taken by the Depository as the Register Holder of any Certificates (the "Holder"). For <br />purposes of securing the vote or consent of any Holder under this Resolution, the City <br />may, however, rely upon an omnibus proxy under which the Depository assigns its <br />consenting or voting rights to certain Participants to whose accounts the Certificates are <br />credited on the record date identified in a listing attached to the omnibus proxy. <br /> <br />(iv)The City and the Registrar may treat as and deem the Depository to be the <br />absolute owner of the Certificates for the purpose of payment of the principal of and <br />premium, if any, and interest on the Certificates, for the purpose of giving notices of <br />redemption and other matters with respect to the Certificates, for the purpose of obtaining <br />any consent or other action to be taken by Holders for the purpose of registering transfers <br />with respect to such Certificates, and for all purpose whatsoever. The Registrar, as <br />paying agent hereunder, shall pay all principal of and premium, if any, and interest on the <br />Certificates only to or upon the Holder of the Holders of the Certificates as shown on the <br />bond 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 any, and <br />interest on the Certificates to the extent of the sum or sums so paid. <br /> <br />(v)Upon delivery by the Depository to the 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, references to the <br />Nominee hereunder shall refer to such new Nominee. <br /> <br />(vi)So long as any Certificate is registered in the name of a Nominee, all <br />payments with respect to the principal of and premium, if any, and interest on such <br />Certificate and all notices with respect to such Certificate shall be made and given, <br />respectively, by the Registrar or City, as the case may be, to the Depository as provided <br />in the Letter of Representations to the Depository required by the Depository as a <br />condition to its acting as book-entry Depository for the Certificates (said Letter of <br />Representations, together with any replacement thereof or amendment or substitute <br />thereto, including any standard procedures or policies referenced therein or applicable <br />thereto respecting the procedures and other matters relating to the Depository's role as <br />book-entry Depository for the Certificates, collectively hereinafter referred to as the <br />"Letter of Representations"). <br /> <br />(vii)All transfers of beneficial ownership interests in each Certificate issued in <br />book-entry form shall be limited in principal amount to Authorized Denominations and <br />shall be effected by procedures by the Depository with the Participants for recording and <br />transferring the ownership of beneficial interests in such Certificates. <br /> <br />(viii)In connection with any notice or other communication to be provided to <br />the Holders pursuant to this Resolution by the City or Registrar with respect to any <br />consent or other action to be taken by Holders, the Depository shall consider the date of <br />receipt of notice requesting such consent or other action as the record date for such <br />consent or other action; provided, that the City or the Registrar may establish a special <br />record date for such consent or other action. The City or the Registrar shall, to the extent <br /> 3 <br /> <br /> <br />