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2.08. 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 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 <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 DTC's Operational Arrangements, <br />and all such payments shall be valid and effective to fully satisfy and discharge the City's <br />obligations with respect to the principal of and interest on the Bonds to the extent of the sum or <br />sums so paid. No person other than DTC shall receive an authenticated Bond for each separate <br />stated maturity evidencing the obligation of the City to make payments of principal and interest. <br />Upon delivery by DTC to the Registrar of written notice to the effect that DTC has determined to <br />substitute a new nominee in place of Cede & Co., the Bonds will be transferable to such new <br />nominee in accordance with paragraph (e) hereof. <br />4876-8449-231" <br />