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Resolution. When the Bonds have been so executed and authenticated, they shall be delivered <br /> by the City Manager to the Purchaser upon payment of the purchase price in accordance with the <br /> contract of sale heretofore made and executed, and the Purchaser shall not be obligated to see to <br /> the application of the purchase price. <br /> 3.07. 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 with <br /> respect to the procedures of DTC presently on file with DTC. <br /> • (b) The Bonds shall be initially issued as separately authenticated fully registered bonds, <br /> and one Bond shall be issued in the principal amount of each stated maturity of the Bonds. Upon <br /> initial issuance, the ownership of such Bonds shall be registered in the bond register in the name <br /> of Cede & Co., as nominee of DTC. The Registrar and the City may treat DTC (or its nominee) <br /> as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment <br /> 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 <br /> Bonds under this resolution, registering the transfer of Bonds, and for all other purposes <br /> whatsoever; 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 Participant, <br /> any person claiming a beneficial ownership interest in the Bonds under or through DTC or any <br /> Participant, or any other person which is not shown on the bond register as being a registered <br /> owner of any Bonds, with respect to the accuracy of any records maintained by DTC or any <br /> Participant, with respect to the payment by DTC or any Participant of any amount with respect to <br /> the 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 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 /> I <br />