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Beneficial Owner" shall mean, whenever used with respect to a Bond, the person in whose <br />name such Bond is recorded as the beneficial owner of such Bond by a Participant on the records <br />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 <br />bonds, and one Bond shall be issued in the principal amount of each stated maturity of the Bonds. <br />Upon initial issuance, the ownership of such Bonds shall be registered in the Bond Register in the <br />name of Cede & Co., as nominee of DTC. The Registrar and the City may treat DTC (or its <br />nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of <br />payment 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 Bonds <br />under this resolution, registering the transfer of Bonds, and for all other purposes whatsoever; and <br />neither the Registrar nor the City shall be affected by any notice to the contrary. Neither the <br />Registrar nor the City shall have any responsibility or obligation to any Participant, any person <br />claiming a beneficial ownership interest in the Bonds under or through DTC or any Participant, or <br />any other person which is not shown on the Bond Register as being a registered owner of any <br />Bonds, with respect to the accuracy of any records maintained by DTC or any Participant, with <br />respect to the payment by DTC or any Participant of any amount with respect to the principal of <br />or interest on the Bonds, with respect to any notice which is permitted or required to be given to <br />owners of Bonds under this resolution, with respect to the selection by DTC or any Participant of <br />any person to receive payment in the event of a partial redemption of the Bonds, or with respect to <br />any consent given or other action taken by DTC as registered owner of the Bonds. So long as any <br />Bond is registered in the name of Cede & Co., as nominee of DTC, the Registrar shall pay all <br />principal of and interest on such Bond, and shall give all notices with respect to such Bond, only <br />to Cede & Co. in accordance with DTC's Operational Arrangements, and all such payments shall <br />be valid and effective to fully satisfy and discharge the City's obligations with respect to the <br />principal of and interest on the Bonds to the extent of the sum or sums so paid. No person other <br />than DTC shall receive an authenticated Bond for each separate stated maturity evidencing the <br />obligation of the City to make payments of principal and interest. Upon delivery by DTC to the <br />Registrar of written notice to the effect that DTC has determined to substitute a new nominee in <br />place of Cede & Co., the Bonds will be transferable to such new nominee in accordance with <br />paragraph (e) 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 physical certificates, the City may notify <br />DTC and the Registrar, whereupon DTC shall notify the Participants of the availability through <br />7 <br />4837-9618-8312\5