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registration books kept by the Fiscal Agent, of any amount with respect to principal of, premium,
<br />if any, or interest due with respect to the Bonds. The City and the Fiscal Agent may treat and
<br />consider the person in whose name each Bond is registered in the registration books kept by the
<br />Fiscal Agent as the holder and absolute owner of such Bond for the purpose of payment of
<br />principal, premium, if any, and interest with respect to such Bond, for the purpose of giving
<br />notices with respect to such Bond, for the purpose of registering transfers with respect to such
<br />Bond and for all other purposes whatsoever. The Fiscal Agent shall pay all principal of,
<br />premium, if any, and interest due with respect to the Bonds only to or upon the order of the
<br />Owners thereof, as shown in the registration books kept by the Fiscal Agent, or their respective
<br />attorneys duly authorized in writing, and all such payments shall be valid and effective to satisfy
<br />and discharge fully the City's obligations with respect to payment of principal, premium, if any,
<br />and interest dixe with respect to the Bonds to the extent of the sum or sums so paid, No person
<br />other than an Owner, as shown in the registration books kept by the Fiscal Agent, shall receive a
<br />Bond evidencing the obligation of the City to make payments of principal, premium, if any, and
<br />interest pursuant to this Agreement. Upon delivery by the Depository to the Fiscal Agent and the
<br />City of written notice to the effect that the Depository has determined to substitute a new
<br />nominee in place of the Nominee, and subject to the provisions herein with respect to Record
<br />Dates, the word Nominee in this Agreement shall refer to such now nominee of the Depository.
<br />(B) Renresentation Letter. In order to qualify the Bonds for the Depository's book -
<br />entry system, an authorized representative of the City is hereby authorized to execute from time
<br />to time and deliver to such Depository a representation letter in the standard form prescribed by
<br />the Depository (the "Representation Letter "). The execution and delivery of the Representation
<br />Letter shall not in any way limit the provisions of subsection (A) above or impose upon the City
<br />or the Fiscal Agent any obligation whatsoever with respect to persons having interests in the
<br />Bonds other than the Owners, as shown on the registration books kept by the Fiscal Agent. The
<br />Fiscal Agent agrees, to the extent not inconsistent with the provisions hereof, to take all action
<br />necessary to continuously comply with all representations made with respect to the Fiscal Agent
<br />in the Representation Letter. In addition to the execution and delivery of the Representation
<br />Letter, the City Cleric, the City Treasurer, the City Manager, the Executive Director, Finance &
<br />Management Services Agency, the Authorized Officers and all other officers of the City, are
<br />hereby authorized to take any other actions, not inconsistent with this Agreement, to qualify the
<br />Bonds for the Depository's book -entry program.
<br />(C) Transfers Outside Book -Entry System. In the event (1) the Depository determines
<br />not to continue to act as securities depository for the Bonds or (2) the City determines that the
<br />Depository shall no longer so act, then the City shall discontinue the book -entry system with the
<br />Depository. If the City fails to identify another qualified securities depository to replace the
<br />Depository then the Bonds shall no longer be restricted to being registered in the registration
<br />books kept by the Fiscal Agent in the name of the Nominee, but shall be registered in whatever
<br />name or names persons transferring or exchanging Bonds shall designate, in accordance with the
<br />provisions of this Agreement.
<br />(D) Payments to the Nominee. Notwithstanding any other provisions of this
<br />Agreement, so long as any Bond is registered in the name of the Nominee, all payments with
<br />respect to principal, premium, if any, and interest due with respect to such Bond and all notices
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<br />55B -40
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