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3.06. Preparation and Delivery. The Bonds shall be prepared under the direction of the <br /> City Manager and shall be executed on behalf of the City by the signatures of the Mayor and the <br /> City Manager;provided that said signatures may be printed, engraved,or lithographed facsimiles <br /> thereof. In case any officer whose signature,or a facsimile of whose signature,shall appear on <br /> the Bonds shall cease to be such officer before the delivery of any Bond, such signature or <br /> facsimile shall nevertheless be valid and sufficient for all purposes,the same as if such officer <br /> had remained in office until delivery. Notwithstanding such execution,no Bond shall be valid or <br /> obligatory for any purpose or entitled to any security or benefit under this Resolution unless and <br /> until a certificate of authentication on such Bond has been duly executed by the manual signature <br /> of an authorized representative of the Registrar. Certificates of authentication on different Bonds <br /> need not be signed by the same representative. The executed certificate of authentication on <br /> 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 <br /> by the City Manager to the Purchaser upon payment of the purchase price in accordance with the <br /> contract of sale heretofore made and executed, and the Purchaser shall not be obligated to see to <br /> the application of the purchase price. <br /> 3.07. 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 with <br /> respect to the procedures of DTC presently on file with DTC. <br /> (b) The Bonds shall be initially issued as separately authenticated fully-registered bonds, <br /> and one Bond shall be issued in the principal amount of each stated maturity of the Bonds. Upon <br /> initial issuance,the ownership of such Bonds shall be registered in the bond register in the name <br /> of Cede&Co., as nominee of DTC. The Registrar and the City may treat DTC (or its nominee) <br /> as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment <br /> 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 <br /> Bonds under this resolution,registering the transfer of Bonds, and for all other purposes <br /> whatsoever; and neither the Registrar nor the City shall be affected by any notice to the contrary. <br /> Neither the Registrar nor the City shall have any responsibility or obligation to any Participant, <br /> -10- <br />