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� �� <br /> � , <br /> ("Cede"), as nominee of The Depository Trust Company, New York, New York, and its <br /> successors and assigns ("DTC"). All of the outstanding Bonds shall be registered in the <br /> Bond Register in the name of Cede, as nominee of DTC, except as hereinafter provided. <br /> Either of the Designated Officials and the Bond Registrar are each authorized to execute and <br /> deliver, on behalf of the City, such letters to or agreements with DTC as shall be necessary <br /> to effectuate such book-entry system (any such letter or agreement being referred to herein <br /> as the "Representation Letter"), which Representation Letter may provide for the payment <br /> of principal of or interest on the Bonds by wire transfer. <br /> With respect to Bonds registered in the Bond Register in the name of Cede, as <br /> nominee of DTC, the City and the Bond Registrar shall have no responsibility or obligation <br /> to any broker-dealer, bank or other financial institution for which DTC holds Bonds from <br /> time to time as securities depository (each such broker-dealer, bank or other financial <br /> institution being refened to herein as a "DTC Participant") or to any person on behalf of <br /> whom such a DTC Participant holds an interest in the Bonds. Without limiting the <br /> immediately preceding sentence, the City and the Bond Registrar shall have no responsibility <br /> or obligation with respect to (i) the accuracy of the records of DTC, Cede or any DTC <br /> Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC <br /> Participant or any other person, other than a registered owner of a Bond as shown in the <br /> Bond Register, of any notice with respect to the Bonds, including any notice of redemption, <br /> or (iii) the payment to any DTC Participant or any other person, other than a registered <br /> owner of a Bond as shown in the Bond Register, of any amount with respect to the principal <br /> of or interest on the Bonds. The City and the Bond Registrar may treat and consider the <br /> person in whose name each Bond is registered in the Bond Register as the holder and <br /> absolute owner of such Bond for the purpose of payment of principal and interest with <br /> -15- <br />