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purchase price and upon receipt of the signed legal opinion of Faegre & Benson, as Bond <br />Counsel, and the purchaser shall not be required to see to the proper application of the <br />proceeds. <br />6. (a) For purposes of this paragraph 6, the following terms shall have <br />the following meanings: <br />"'Beneficial Owner" shall mean, whenever used with respect to a Bond, the <br />person recorded as the beneficial owner of such Bond by a Participant on the records of such <br />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 Depository Trust Company New York, New York. <br />“Participants” shall mean those broker-dealers, banks and other financial <br />institutions for which DTC holds Bonds as securities depository. <br />“Representation Letter” shall mean the Blanket Letter of Representation from <br />the City to DTC, heretofore approved by this Council. <br />(b) The Bonds shall be initially issued as separate authenticated fully <br />registered bonds, and one Bond shall be issued in the principal amount of each stated <br />maturity of the Bonds. Upon initial issuance, the ownership of such Bonds shall be <br />registered in the bond register of the City kept by the Registrar in the name of Cede & Co., as <br />nominee of DTC. The Registrar and the City may treat Dl'C (or its nominee) as the sole and <br />exclusive owner of the Bonds registered in its name for the purposes of payment of the <br />principal of or interest on the Bonds, selecting the Bonds or portions thereof to be redeemed, <br />giving any notice permitted or required to be given to registered owners of Bonds under this <br />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 re.sponsibility or obligation to any Participant, any <br />person claiming a beneficial ownership interest in the Bonds under or through D fC or any <br />Participant, or any other person which is not shown on the registration books of the Registrar <br />as being a registered ow-ner of any Bonds, with respect to the accuracy of any records <br />maintained by DTC or any Participant, with respect to the payment by DTC or an^ <br />Participant of any amount with respect to the principal of or interest on the Bonds, with <br />respect to any notice which is permitted or required to be given to owners of Bonds under <br />this Resolution, with respect to the selection by DTC or any Participant of any person to <br />receive payment in the event of a partial redemption of the Bonds, or with respect to any <br />consent given or other action taken by D fC as registered owner of the Bonds, llie Registrar <br />shall pay all principal of and interest on the Bonds only to Cede & Co. in accordance with the <br />Representation Letter, and all such payments shall be valid and effective to fully satisfy and <br />discharge the City's obligations with respect to the principal of and interest on the Bonds to <br />the e.xtent of the sum or sums so paid. No person other than DTC shall receive an