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6 <br />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 /> <br />3.07. Securities Depository. (a) For purposes of this Section the following terms shall <br />have the following meanings: <br /> <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 /> <br />“Cede & Co.” shall mean Cede & Co., the nominee of DTC, and any successor nominee <br />of DTC with respect to the Bonds. <br /> <br />“DTC” shall mean The Depository Trust Company of New York, New York. <br /> <br />“Participant” shall mean any broker-dealer, bank or other financial institution for which <br />DTC holds Bonds as securities depository. <br /> <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 /> <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 />thereof to be redeemed, if any, giving any notice permitted or required to be given to registered <br />owners of Bonds under this resolution, registering the transfer of Bonds, and for all other <br />purposes whatsoever; and neither the Registrar nor the City shall be affected by any notice to the <br />contrary. Neither the Registrar nor the City shall have any responsibility or obligation to any <br />Participant, any person claiming a beneficial ownership interest in the Bonds under or through <br />24