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(i) Authenticating Agent. The Registrar is hereby designated authenticating <br />agent for the Bonds, within the meaning of Minnesota Statutes, Section 475.55, <br />Subdivision 1, as amended. <br />0) 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. In case any officer whose signature shall appear on the Bonds <br />shall cease to be such officer before the delivery of any Bond, such signature shall nevertheless <br />be valid and sufficient for all purposes, the same as if such officer had remained in office until <br />delivery. Notwithstanding such execution, no Bond shall be valid or obligatory for any purpose <br />or entitled to any security or benefit under this resolution unless and until a certificate of <br />authentication on the Bond has been duly executed by the manual signature of an authorized <br />representative of the Registrar. Certificates of authentication on different Bonds need not be <br />signed by the same representative. The executed certificate of authentication on each Bond shall <br />be conclusive evidence that it has been authenticated and delivered under this resolution. When <br />the Bonds have been so executed and authenticated, they shall be delivered by the City Manager <br />to the purchaser thereof upon payment of the purchase price in accordance with the contract of <br />sale heretofore made and executed, and the purchaser shall not be obligated to see to the <br />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 <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. <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 />12 <br />4813-3012-0929\4 <br />