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on the record date identified in a listing attached to <br />the omnibus proxy. <br /> (iv) The City and the Bond Registrar may treat as <br />and deem the Depository to be the absolute owner of the <br />Bonds for the purpose of payment of the principal of <br />and premium, if any, and interest on the Bonds, for the <br />purpose of giving notices of redemption and other <br />matters with respect to the Bonds, for the purpose of <br />obtaining any consent or other action to be taken by <br />Holders for the purpose of registering transfers with <br />respect to such Bonds, and for all purpose whatsoever. <br />The Bond Registrar, as paying agent hereunder, shall <br />pay all principal of and premium, if any, and interest <br />on the Bonds only to or upon the Holder or the Holders <br />of the Bonds, as shown on the Bond Registrar's bond <br />register, and all such payments shall be valid and <br />effective to fully satisfy and discharge the City's <br />obligations with respect to the principal of and <br />premium, if any, and interest on the Bonds to the <br />extent of the sum or sums so paid. <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 <br /> in place of the existing Nominee, and subject to the <br /> transfer provisions in paragraph 11 hereof, references <br /> to the Nominee hereunder shall refer to such new <br /> Nominee. <br /> (vi) So long as any Bond is registered in the <br /> name of a Nominee, all payments with respect to the <br /> principal of and premium, if any, and interest on such <br /> Bond and all notices with respect to such Bond shall be <br /> made and given, respectively, by the Bond Registrar or <br /> the City, as the case may be, to the Depository as <br /> provided in the Blanket Letter of Representations <br /> required by the Depository as a condition to its acting <br /> as book-entry Depository for the Bonds (said Blanket <br /> Letter of Representations, together with any <br /> replacement thereof or amendment or substitute thereto, <br /> including any standard procedures or policies <br /> referenced therein or applicable thereto respecting the <br /> procedures and other matters relating to the <br /> Depository's role as book-entry Depository for the <br /> Bonds, are collectively hereinafter referred to as the <br /> ,,Blanket Letter of Representations"). <br /> (vii) All transfers of beneficial ownership <br /> interests in each Bond issued in book-entry form shall <br /> be limited in principal amount to authorized <br /> denominations and shall be effected by the Depository <br /> with the Participants for recording and transferring <br /> the ownership of beneficial interests in such Bonds. <br /> <br />1045757 <br /> <br />4 <br /> <br /> <br />