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51 <br /> authenticated and delivered under this Resolution. When the Bonds have been so executed and <br /> authenticated, they shall be delivered by the City Manager to the Purchaser upon payment of the <br /> 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 /> 3.07. Securities Depository. (a) For purposes of this Section the following terms <br /> shall have the following meanings: <br /> "Beneficial Owner"shall mean,whenever used with respect to a Bond, the person <br /> in whose name such Bond is recorded as the beneficial owner of such Bond by a Participant on <br /> the records of such Participant,or such person's subrogee. <br /> "Cede &Co." shall mean Cede&Co.,the nominee of DTC, and any successor <br /> nominee 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 <br /> which DTC holds Bonds as securities depository. <br /> "Representation Letter"shall mean the Representation Letter from the City to <br /> DTC with respect to the procedures of DTC presently on file with 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 /> -11- <br />