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"Participant" shall mean any broker-dealer, bank or other financial institution for <br /> • which DTC holds Bonds as securities depository. <br /> "Representation Letter" shall mean the Representation Letter from the City to <br /> DTC. <br /> (b) The Bonds shall be initially issued as separately authenticated fully registered <br /> bonds,and one Bond shall be issued in the principal amount of each stated maturity of the <br /> Bonds. Upon initial issuance, the ownership of such Bonds shall be registered in the bond <br /> register in the name of Cede & Co., as nominee of DTC. The Registrar and the City may treat <br /> DTC (or its nominee)as the sole and exclusive owner of the Bonds registered in its name for the <br /> purposes of payment of the principal of or interest on the Bonds, selecting the Bonds or portions <br /> thereof to be redeemed, if any, giving any notice permitted or required to be given to registered <br /> owners of Bonds under this resolution, registering the transfer of Bonds, and for all other <br /> purposes whatsoever; and neither the Registrar nor the City shall be affected by any notice to the <br /> contrary. Neither the Registrar nor the City shall have any responsibility or obligation to any <br /> Participant, any person claiming a beneficial ownership interest in the Bonds under or through <br /> DTC or any Participant, or any other person which is not shown on the bond register as being a <br /> registered owner of any Bonds, with respect to the accuracy of any records maintained by DTC <br /> or any Participant, with respect to the payment by DTC or any Participant of any amount with <br /> respect to the principal of or interest on the Bonds, with respect to any notice which is permitted <br /> or 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 the Representation Letter, and all <br /> such payments shall be valid and effective to fully satisfy and discharge the City's obligations <br /> with respect to the principal of and interest on the Bonds to the extent of the sum or sums so <br /> paid. No person other than DTC shall receive an authenticated Bond for each separate stated <br /> maturity evidencing the obligation of the City to make payments of principal and interest. Upon <br /> 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(d)hereof. <br /> (c) In the event the City determines that it is in the best interest of the Beneficial <br /> Owners that they be able to obtain Bonds in the form of bond certificates, the City may notify <br /> DTC and the Registrar,whereupon DTC shall notify the Participants of the availability through <br /> DTC of Bonds in the form of certificates. In such event, the Bonds will be transferable in <br /> accordance with paragraph(d) hereof. DTC may determine to discontinue providing its services <br /> with respect to the Bonds at any time by giving notice to the City and the Registrar and <br /> discharging its responsibilities with respect thereto under applicable law. In such event the <br /> Bonds will be transferable in accordance with paragraph (d) hereof. <br /> (d) In the event that any transfer or exchange of Bonds is permitted under <br /> • paragraph (b) or(c) hereof, such transfer or exchange shall be accomplished upon receipt by the <br /> -10- <br />