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Participants to whose accounts the Bonds are credited on the <br /> record date identified in a listing attached to the omnibus <br /> proxy. <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 /> (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 (with respect to <br /> registration, transfer and exchange) , references to the <br /> Nominee hereunder shall refer to such new Nominee. <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 <br /> Depository as a condition to its acting as book-entry <br /> Depository for the Bonds (said Letter of Representations, <br /> together with any replacement thereof or amendment or <br /> substitute thereto, including any standard procedures or <br /> policies referenced therein or applicable thereto respecting <br /> the procedures and other matters relating to the <br /> Depository' s role as book-entry Depository for the Bonds, <br /> collectively hereinafter referred to as the "Letter of <br /> Representations" ) . <br /> (vii) All transfers of beneficial ownership interests <br /> in each Bond issued in book-entry form shall be limited in <br /> principal amount to Authorized Denominations and shall be <br /> effected by procedures by the Depository with the <br /> Participants for recording and transferring the ownership of <br /> beneficial interests in such Bonds. <br /> 1194249.1 4 <br />