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the Bonds shall cease to be such officer before the delivery of any Bond, such signature or <br /> facsimile shall nevertheless be valid and sufficient for all purposes, the same as if such officer <br /> had remained in office until delivery. Notwithstanding such execution, no Bond shall be valid or <br /> obligatory for any purpose or entitled to any security or benefit under this Resolution unless and <br /> until a certificate of authentication on such Bond has been duly executed by the manual signature <br /> of an authorized representative of the Registrar. Certificates of authentication on different Bonds <br /> need not be signed by the same representative. The executed certificate of authentication on <br /> each Bond shall be conclusive evidence that it has been authenticated and delivered under this <br /> 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 <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 /> -12- <br />