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6. (a) For purposes of this paragraph 6, the following terms shall have the <br />following meanings: <br />"Beneficial Owner" shall mean, whenever used with respect to a Bond, the <br />person 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 <br />successor nominee of DTC with respect to the Bonds. <br />"DTC" shall mean The Depository Trust Company, New York, New <br />York. <br />"Participants" shall mean those broker-dealers, banks and other financial <br />institutions for which DTC holds Bonds as securities depository. <br />"Representation Letter" shall mean the Blank Letter of Representations <br />from the City to DTC, with respect to obligations issued from time to time by the <br />City, substantially in the form on file in the office of City Clerk. <br />(b) The Bonds shall be initially issued as separate authenticated fully <br />registered bonds, and one Bond shall be issued in the principal amount of each stated <br />maturity of the Bonds. Upon initial issuance, the ownership of such Bonds shall be <br />registered in the bond register of the City kept by the Registrar in the name of Cede & <br />Co., as nominee of DTC. The Registrar and the City may treat DTC (or its nominee) as <br />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 <br />thereof to be redeemed, 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 <br />notice to the contrary. Neither the Registrar nor the City shall have any responsibility or <br />obligation to any Participant, any person claiming a beneficial ownership interest in the <br />Bonds under or through DTC or any Participant, or any other person which is not shown <br />on the registration books of the Registrar as being a registered owner of any Bonds, with <br />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 <br />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 <br />selection by DTC or any Participant of any person to receive payment in the event of a <br />partial redemption of the Bonds, or with respect to any consent given or other action <br />taken by DTC as registered owner of the Bonds. The Registrar shall pay all principal of <br />and interest on the Bonds only to Cede & Co. in accordance with the Representation <br />Letter, and all such payments shall be valid and effective to fully satisfy and discharge <br />the City's obligations with respect to the principal of and interest on the Bonds to the <br />extent of the sum or sums so paid. No person other than DTC shall receive an <br />authenticated Bond for each separate stated maturity evidencing the obligation of the City <br />to make payments of principal and interest. Upon delivery by DTC to the Registrar of <br />7 <br />SALE RESOLUTION <br />