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(iv) <br /> <br />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 <br />payment of the principal of and premium, if any, and interest on the <br />Bonds, for the purpose of giving notices of redemption and other <br />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 <br />registering transfers with respect to such Bonds, and for all purpose <br />whatsoever. The Bond Registrar, as paying agent hereunder, shall <br />pay all principal of and premium, if any, and interest on the Bonds <br />only to or upon the Holder or the Holders of the Bonds, as shown on <br />the Bond Registrar's bond register, and all such payments shall be <br />valid and effective to fully satisfy and discharge the City's obligations <br />with respect to the principal of and premium, if any, and interest on <br />the Bonds to the extent of the sum or sums so paid. <br /> <br />(v) <br /> <br />Upon delivery by the Depository to the Bond Registrar of written <br />notice to the effect that the Depository has determined to substitute <br />a new Nominee in place of the existing Nominee, and subject to the <br />transfer provisions applicable to the Bonds, references to the <br />Nominee hereunder shall refer to such new Nominee. <br /> <br />(vi) <br /> <br />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 <br />interest on such Bond and all notices with respect to such Bond shall <br />be made and given, respectively, by the Bond Registrar or the City, <br />as the case may be, to the Depository as provided in the Letter of <br />Representations. <br /> <br />(vii) <br /> <br />All transfers of beneficial ownership interests in each Bond issued in <br />book-entry form shall be limited in principal amount to authorized <br />denominations and shall be effected by the Depository with the <br />Participants for recording and transferring the ownership of beneficial <br />interests in such Bonds. <br /> <br />(viii) <br /> <br />In connection with any notice or other communication to be provided <br />to the Holders pursuant to this Resolution by the City or the Bond <br />Registrar with respect to any consent or other action to be taken by <br />Holders, the Depository shall consider the date of receipt of notice <br />requesting such consent or other action as the record date for such <br />consent or other action; provided, that the City or the Bond Registrar <br />may establish a special record date for such consent or other action. <br />The City or the Bond Registrar shall, to the extent possible, give the <br /> <br />1218143.1 <br /> <br /> <br />