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"Beneficial Owner" shall mean, whenever used with respect to a Bond, the person in <br />whose name such Bond is recorded as the beneficial owner of such Bond by a Participant on the <br />records of such Participant, or such person's subrogee. <br />"Cede & Co." shall mean. Cede & Co., the nominee of DTC, and any successor nominee <br />of DTC with respect to the Bonds. <br />"DTC" shall mean The Depository Trust Company of New York, New York. <br />"Participant" shall mean any broker- dealer, bank or other financial institution for which <br />DTC holds Bonds as securities depository. <br />"Representation Letter" shall mean the Representation Letter pursuant to which the City <br />agrees to comply with DTC's Operational Arrangements. <br />(b) The Bonds shall be initially issued as separately authenticated fully registered bonds, <br />and one Bond shall be issued in the principal amount of each stated maturity of the Bonds. Upon <br />initial 'issuance, the ownership of such Bonds shall be registered in the bond register in the name <br />of Cede & Co., as nominee of DTC. The Registrar and the City may treat DTC (or its nominee) <br />as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment <br />of the principal of or interest on the Bonds, selecting the Bonds or portions thereof to be <br />redeemed, if any, giving any notice permitted or required to be given to registered owners of <br />Bonds under this resolution, registering the transfer of Bonds, and for all other purposes <br />whatsoever; and neither the Registrar nor the City shall be affected by any notice to the contrary. <br />Neither the Registrar nor the City shall have any responsibility or obligation to any Participant, <br />any person claiming a beneficial ownership interest in the Bonds under or through DTC or any <br />Participant, or any other person which is not shown on the bond register as being a registered <br />owner of any Bonds, with respect to the accuracy of any records maintained by DTC or any <br />Participant, with respect to the payment by DTC or any Participant of any amount with respect to <br />the principal of or interest on the Bonds, with respect to any notice which is permitted. or <br />required to be given to owners of Bonds under this resolution, with respect to the selection by <br />DTC or any Participant of any person to receive payment in the event of a partial redemption of <br />the Bonds, or with respect to any consent given or other action taken by DTC as registered owner <br />of the Bonds. So long as any Bond is registered in the name of Cede & Co., as nominee of DTC, <br />the Registrar shall pay all principal of and interest on such Bond, and shall give all notices with <br />respect to such Bond, only to Cede & Co. in accordance with DTC's Operational Arrangements, <br />and all such payments shall be valid and effective to fully satisfy and discharge the City's <br />obligations with respect to the principal of and interest on the Bonds to the extent of the sum or <br />sums so paid. No person other than DTC shall receive an authenticated Bond for each separate <br />stated maturity evidencing the obligation of the City to make payments of principal and interest. <br />Upon delivery by DTC to the Registrar of written notice to the effect that DTC has determined to <br />substitute a new nominee in place of Cede & Co., the Bonds will be transferable to such new <br />nominee in accordance with paragraph (e) hereof. <br />(c) In the event the City determines that it is in the best interest of the Beneficial Owners <br />that they be able to obtain Bonds in the form of physical certificates, the City may notify DTC <br />and the Registrar, whereupon DTC shall notify the Participants of the availability through DTC <br />Cal <br />