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Section 4 hereof, and the ownership of each such Bond may be registered in the Bond Register in <br /> the name of Cede & Co., or any successor thereto ("Cede"), as nominee of The Depository Trust <br /> Company,New York,New York, and its successors and assigns("DTC'). In such case, all of the <br /> outstanding Bonds shall be registered in the Bond Register in the name of Cede, as nominee of <br /> DTC, except as hereinafter provided. The Mayor, the Treasurer and the City Clerk are hereby <br /> authorized to execute and deliver on behalf of the City such letters to or agreements with DTC and <br /> the Bond Registrar as shall be necessary to effectuate such book-entry system (any such letter or <br /> agreement being referred to herein as the "Representation Letter"). <br /> With respect to the Bonds registered in the Bond Register in the name of Cede, as nominee <br /> of DTC, the City and the Bond Registrar shall have no responsibility or obligation to any broker- <br /> dealer, bank or other financial institution for which DTC holds Bonds from time to time as <br /> securities depository(each such broker-dealer,bank or other financial institution being referred to <br /> herein as a "DTC Participant")or to any person on behalf of whom such a DTC Participant holds <br /> an interest in the Bonds. Without limiting the immediately preceding sentence, the City and the <br /> Bond Registrar shall have no responsibility or obligation with respect to (i)the accuracy of the <br /> records of DTC,Cede or any DTC Participant with respect to any ownership interest in the Bonds, <br /> (ii)the delivery to any DTC Participant or any other person, other than a registered owner of a <br /> Bond as shown in the Bond Register,of any notice with respect to the Bonds, including any notice <br /> of redemption, or (iii)the payment to any DTC Participant or any other person, other than a <br /> registered owner of a Bond as shown in the Bond Register,of any amount with respect to principal <br /> of or interest on the Bonds. The City and the Bond Registrar may treat and consider the person in <br /> whose name each Bond is registered in the Bond Register as the holder and absolute owner of such <br /> Bond for the purpose of payment of principal and interest with respect to such Bond, for the <br /> purpose of giving notices of redemption and other matters with respect to such Bond, for the <br /> -9- <br />