No. 2012 authorizing issuance of bonds for purpose of providing funds for refunding outstanding bonds and financing redevelopment projects in SBCAA (No. 1A) and paying incidental expenses in connection therewith and on account of issuance of bonds

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L r� Section 6. Book -Entry Only. The 2003 Bonds may, in compliance with all applicable laws, initially be issued and held in book -entry form on the books of the central depository system, The Depository Trust Company, its successors, or any successor central depository system appointed by the Commission from time to time (the "Clearing Agency'), without physical distribution of bonds to the purchasers. The following provisions of this Section apply in such event. One definitive 2003 Bond of each maturity shall be delivered to the Clearing Agency (or its agent) and held in its custody. The City and the Registrar and Paying Agent may, in connection therewith, do or perform or cause to be done or performed any acts or things not adverse to the rights of the holders of the 2003 Bonds as are necessary or appropriate to accomplish or recognize such book -entry form 2003 Bonds. During any time that the 2003 Bonds remain and are held in book -entry form on the books of a Clearing Agency, (1) any such 2003 Bond may be registered upon the registration record kept by the Registrar in the name of such Clearing Agency, or any nominee thereof, including Cede & Co.; (2) the Clearing Agency in whose name such 2003 Bond is so registered shall be, and the City, the Commission and the Registrar and Paying Agent may deem and treat such Clearing Agency as, the absolute owner and holder of such 2003 Bond for all purposes of this resolution, including, without limitation, the receiving of payment of the principal of and interest on such 2003 Bond, the receiving of notice and giving of consent; (3) neither the City, the Commission nor the Registrar or Paying Agent shall have any responsibility or obligation hereunder to any direct or indirect participant, within the meaning of Section 17A of the Securities Exchange Act of 1934, as amended, of such Clearing Agency, or any person on behalf of which, or otherwise in respect of which, any such participant holds any interest in any 2003 Bond, including, without limitation, any responsibility or obligation hereunder to maintain accurate records of any interest in any 2003 Bond or any responsibility or obligation hereunder with respect to the receiving of payment of principal of or interest on any 2003 Bond, the receiving of notice or the giving of consent; and (4) the Clearing Agency is not required to present any 2003 Bond called for partial redemption prior to receiving payment so long as the Registrar and Paying Agent and the Clearing Agency have agreed to the method for noting such partial redemption. If either the Commission receives notice from the Clearing Agency which is currently the registered owner of the 2003 Bonds to the effect that such Clearing Agency is unable or unwilling to discharge its responsibility as a Clearing Agency for the 2003 Bonds or the Commission elects to discontinue its use of such Clearing Agency as a Clearing Agency for the 2003 Bonds, then the City, the Commission and Registrar and Paying Agent each shall do or perform or cause to be done or performed all acts or things, not adverse to the rights of the holders of the 2003 Bonds, as are necessary or appropriate to discontinue use of such Clearing Agency as a Clearing Agency for the 2003 Bonds and to transfer the ownership of each of the 2003 Bonds to such person or persons, including any other Clearing Agency, as the holders of the 2003 Bonds may direct in accordance with this resolution. Any expenses of such discontinuance and transfer, including expenses of printing new certificates to evidence the 2003 Bonds, shall be paid by the Commission. -10-