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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. <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 Finance Director and shall be executed on behalf of the City by the manual or <br />facsimile signatures of each of the Mayor and the City Clerk, provided that all signatures may be <br />printed, engraved, or lithographed facsimiles of the originals. In case any officer whose signature, <br />or a facsimile of whose signature, shall appear on the Bonds shall cease to be such officer before <br />the delivery of any Bond, such signature or facsimile shall nevertheless be valid and sufficient for <br />all purposes, the same as if such officer had remained in office until delivery. Notwithstanding <br />such execution, no Bond shall be valid or obligatory for any purpose or entitled to any security or <br />benefit under this Resolution unless and until a certificate of authentication on such Bond has been <br />duly executed by the manual signature of the Registrar. The executed certificate of authentication <br />on 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 by <br />the Finance Director to the Purchaser upon payment of the purchase price in accordance with the <br />contract of sale heretofore made and executed. <br />2.08. Securities Depository. <br />(a) For purposes of this section the following terms shall have the following meanings: <br />"Beneficial Owner" shall mean, whenever used with respect to a Bond, the person <br />in whose name such Bond is recorded as the beneficial owner of such Bond by a Participant <br />on the records of such Participant, or such person's subrogee. <br />"Cede & Co." shall mean Cede & Co., the nominee of DTC, and any successor <br />nominee 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 <br />which DTC holds Bonds as securities depository. <br />"Representation Letter" shall mean the Representation Letter pursuant to which the <br />City 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 />7 <br />4854-7635-7637.2 <br />