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(j) Valid Obligations. All Bonds issued upon any transfer or exchange of <br />Bonds shall be the valid obligations of the City, evidencing the same debt, and entitled to <br />the same benefits under this Resolution as the Bonds surrendered upon such transfer or <br />exchange. <br />2.07. Execution, Authentication and Delivery. The Bonds shall be prepared under the <br />direction of the City Manager and shall be executed on behalf of the City by the signatures of the <br />Mayor and the City Manager, provided that all signatures may be printed, engraved or lithographed <br />facsimiles of the originals. In case any officer whose signature or a facsimile of whose signature <br />shall appear on the Bonds shall cease to be such officer before the delivery of any Bond, such <br />signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he <br />or she had remained in office until delivery. Notwithstanding such execution, no Bond shall be <br />valid or obligatory for any purpose or entitled to any security or benefit under this Resolution <br />unless and until a certificate of authentication on such Bond has been duly executed by the manual <br />signature of an authorized representative of the Registrar. Certificates of authentication on <br />different Bonds need not be signed by the same representative. The executed certificate of <br />authentication on each Bond shall be conclusive evidence that it has been authenticated and <br />delivered under this Resolution. When the Bonds have been so prepared, executed and <br />authenticated, the City Manager shall deliver them to the Purchaser upon payment of the purchase <br />price in accordance with the contract of sale heretofore made and executed, and the Purchaser shall <br />not be obligated to see to the application of the purchase price. <br />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 whose <br />name such Bond is recorded as the beneficial owner of such Bond by a Participant on the records <br />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 sender <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 Bonds. <br />Upon initial issuance, the ownership of such Bonds shall be registered in the bond register in the <br />name of Cede & Co., as nominee of DTC. The Registrar and the City may treat DTC (or its <br />nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of <br />payment 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 Bonds <br />under this resolution, registering the transfer of Bonds, and for all other purposes whatsoever; and <br />4852-6958-9943\5 <br />5 <br />