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shall appear on any Bond shall cease to be such officer before the delivery of such Bond, such <br />signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if such <br />officer had remained in office until the date of delivery of such Bond. Notwithstanding such <br />execution, no Bond shall be valid or obligatory for any purpose or entitled to any security or benefit <br />under this Resolution unless and until a certificate of authentication on the Bond, substantially in <br />the form provided in EXHIBIT B, has been 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 any Bond shall <br />be conclusive evidence that it has been duly authenticated and delivered under this Resolution. <br />When the Bonds have been prepared, executed and authenticated, the City Clerk shall deliver them <br />to the Purchaser upon payment of the purchase price in accordance with the contract of sale <br />theretofore executed, and the Purchaser shall not be obligated to see to the application of the <br />purchase price. <br />2.08. Securities Depositou. (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 City <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 />neither the Registrar nor the City shall be affected by any notice to the contrary. Neither the <br />Registrar nor the City shall have any responsibility or obligation to any Participant, any person <br />claiming a beneficial ownership interest in the Bonds under or through DTC or any Participant, or <br />any other person which is not shown on the Bond Register as being a registered owner of any <br />Bonds, with respect to the accuracy of any records maintained by DTC or any Participant, with <br />respect to the payment by DTC or any Participant of any amount with respect to the principal of <br />or interest on the Bonds, with respect to any notice which is permitted or required to be given to <br />5 <br />