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signature of an authorized representative of the Registrar. Certificates of <br /> authentication on different Bonds need not be signed by the same representative. <br /> The executed certificate of authentication on each Bond shall be conclusive evidence <br /> that it has been authenticated and delivered under this resolution. When the <br /> Bonds have been so executed and authenticated, they shall be delivered by the City <br /> Finance Director to the Purchaser upon payment of the purchase price in accordance <br /> with the contract of sale heretofore made and executed, and the Purchaser shall not <br /> be obligated to see to the application of the purchase price. <br /> 3.07. Securities Depository. (a) For purposes of this Section the <br /> following terms shall have the following meanings: <br /> "Beneficial Owner" shall mean, whenever used with respect to a Bond, <br /> the person in whose name such Bond is recorded as the beneficial owner of such <br /> Bond by a Participant on the records of such Participant, or such person's subrogee. <br /> "Cede & Co." shall mean Cede & Co., the nominee of DTC, and any <br /> successor nominee of DTC with respect to the Bonds. <br /> "DTC" shall mean The Depository Trust Company of New York, <br /> New York. <br /> • "Participant" shall mean any broker-dealer, bank or other financial <br /> institution for which DTC holds Bonds as securities depository. <br /> "Representation Letter" shall mean the Representation Letter from the <br /> City and the Registrar to DTC with respect to the Bonds, substantially in the form to <br /> be prepared by Dorsey & Whitney P.L.L.P., Bond Counsel, and approved by the <br /> Mayor. <br /> (b) The Bonds shall be initially issued as separately authenticated fully <br /> registered bonds, and one Bond shall be issued in the principal amount of each <br /> stated maturity of the Bonds. Upon initial issuance, the ownership of such Bonds <br /> shall be registered in the bond register in the name of Cede & Co., as nominee of <br /> DTC. The Registrar and the City may treat DTC (or its nominee) as the sole and <br /> exclusive owner of the Bonds registered in its name for the purposes of payment of <br /> the principal of or interest on the Bonds, selecting the Bonds or portions thereofto <br /> 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 <br /> other purposes whatsoever; and neither the Registrar nor the City shall be affected <br /> by any notice to the contrary. Neither the Registrar nor the City shall have any <br /> responsibility or obligation to any Participant, any person claiming a beneficial <br /> ownership interest in the Bonds under or through DTC or any Participant, or any <br /> other person which is not shown on the bond register as being a registered owner of <br /> • <br /> -12- <br />