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<br />any Bond, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, <br />the same as if he had remained in office until delivery. Notwithstanding such execution, no <br />Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this <br />resolution unless and until a certificate of authentication on the Bond has been duly executed by <br />the manual signature of an authorized representative of the Registrar. Certificates of <br />authentication on different Bonds need not be signed by the same representative. The executed <br />certificate of authentication on each Bond shall be conclusive evidence that it has been <br />authenticated and delivered under this resolution. When the Bonds have been prepared, executed <br />and authenticated, the City Manager shall deliver them to the Purchaser upon payment of the <br />purchase price in accordance with the contract of sale heretofore executed, and the Purchaser <br />shall not be obligated to see to the application of the purchase price. <br /> <br />2.08. Securities Depository. (a) For purposes of this section the following terms shall <br />have the following meanings: <br /> <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 /> <br />“Cede & Co.” shall mean Cede & Co., the nominee of DTC, and any successor nominee <br />of DTC with respect to the Bonds. <br /> <br />“DTC” shall mean The Depository Trust Company of New York, New York. <br /> <br />“Participant” shall mean any broker-dealer, bank or other financial institution for which <br />DTC holds Bonds as securities depository. <br /> <br />“Representation Letter” shall mean the Representation Letter pursuant to which the City <br />agrees to comply with DTC's Operational Arrangements. <br /> <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, or with respect to any consent <br />given or other action taken by DTC as registered owner of the Bonds. So long as any Bond is