1994-05-17 Resolution 91 - Laserfiche WebLink

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r 1. Prior to closing on the Boucle any Ya 199' there shaIl be depose a+ith • LYTC one Bond certliitnte �ered . s e of DTC's nominee, Cede'& Cafor each stated maturity, of the Sends in the face jamountsx et forth on'.S,chectule A hereto, a of wliteh " n represe ts 100 of the pnnc enaui�t` Hof sucizbnds. I£, "however, 'the agegate principal ` amount of any maturity exceeds $1 0 mill�ort, one oeiiifzCate will be issued with iespeet to 'each $154 million of prncipal amount and an additional eeti ficate ;will be issued with to remaining principal amount. Each �15t? mill%n Bond certificate shall bear the foItovvinglegencl Unless this certificate is "presented by ari authorized representative of The Depository Trost Company, a New York eorporntion ( "D'i'C'), to Issuer or Its agent S. r'registration of transfer,:. exchange, or payment, and any oertificate issued is registered in the nine of Cede & Co.," in such other name as is requested by an authorized representative of l7TC (and airy payment is made to Cede & Co.. or to such other entity as is requested by an authorized representative of DTQ, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR ` OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. 2. In the event of any solicitation of consents from or voting by holders of the Bonds. Issuer or Agent shall establish a record date for such purposes (with no provision for revoc atiori of consents or votes by subsequent holders) and shall, to the extent possible, send notice of such record date to DTC not less than 15 calendar days in advance of such record date. & In the event of a full or partial redemption or an advance refunding of part of the outstanding Bonds, Issuer or Agent shall send a notice to DTC specifying. (a) the amount of the redemption or refunding; (b) in the case of a refunding, the maturity date(s) established under the refunding; and (c) the date such notice is to be mailed to beneficial owners or published (the "Publication Date "). • Such notice shall be sent to DTC by a secure means (e.g., Iegible telecopy, registered or certified mail, overnight delivery) in a timely manner designed to assure that such notice is in DTC's possession no later than the close of business on the business day before the Publication Date. Issuer or Agent shall forward such notice either in a separate secure transmission for each CUSIP number or in a secure transmission for multiple CUSIP numbers (if applicable) which includes a manifest or list of each CUSIP submitted in that transmission. (The party sending such notice shall have a method to verify subsequently the use of such means and the timeliness "of such notice.) The Publication Date shall be not less than 30 days nor more than 60 days prior to the redemption date or, in the case of an advance refunding, the date that the proceeds are deposited in escrow. 4. In the event of an imitation to tender the Bonds, notice by Issuer or Agent to Bondholders specifying the terms of the tender and the Publication Date of such notice shall be sent to DTC by a secure means in the manner set forth in the preceding Paragraph. S. All notices and payment advises sent to DTC shall contain the CUSIP number of the Bonds, 6. Notices to DTC pursuant to Paragraph 2 by telecopy shall be sent to DTC's Reorganization Department at (212) 709 -6896 or (212) 709 -6897, and receipt of such notices shall be confirmed by telephoning (212) 7(?9-M70. Notices to DTC pursuant to Paragraph 2 lry mad or by any other means shall be sent to: Supervisor; Proxy Reorganization Department ; The Depository Bust Company 7 Hanover Square; 23rd Floor • New York, NY 10004 -2695