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purchase price in accordance with the contract of sale heretofore made and executed, and the <br />Purchaser shall not be obligated to see to the application of the purchase price. <br />2.07. Securities Depository. (a) For purposes of this Section the following terms shall <br />have the following meanings: <br />"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 from the City to DTC. <br />(b) The, Bonds shall be initially issued as separately 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 in the name of Cede & Co., as nominee of DTC. The <br />Registrar and the City may treat DTC (or its nominee) as the sole and exclusive owner of <br />the Bonds registered in its name for the purposes of payment of the principal of or <br />interest on the Bonds, selecting the Bonds or portions thereof to be redeemed, if any, <br />giving any notice permitted or required to be given to registered owners of Bonds under <br />this resolution, registering the transfer of Bonds, and for all other purposes whatsoever; <br />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 <br />Participant, any person claiming a beneficial ownership interest in the Bonds under or <br />through DTC or any Participant, or any other person which is not shown on the bond <br />register as being a registered owner of any Bonds, with respect to the accuracy of any <br />records maintained by DTC or any Participant, with respect to the payment by DTC or <br />any Participant of any amount with respect to the principal of or interest on the Bonds, <br />with respect to any notice which is permitted or required to be given to owners of Bonds <br />under this resolution, with respect to the selection by DTC or any Participant of any <br />person to receive payment in the event of a partial redemption of the Bonds, or with <br />respect to any consent given or other action taken by DTC as registered owner of the <br />Bonds. So long as any Bond is registered in the name of Cede & Co., as nominee of <br />DTC, the Registrar shall pay all principal of and interest on such Bond, and shall give all <br />notices with respect to such Bond, only to Cede & Co. in accordance with the <br />Representation Letter, and all such payments shall be valid and effective to fully satisfy <br />and discharge the City's obligations with respect to the principal of and interest on the <br />