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1994-05-17 Resolution 91
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1994-05-17 Resolution 91
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1/29/2013 8:33:50 AM
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7/23/2008 5:34:45 PM
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DTC is a limited - purpose trust company organized under the New York Banking Law, a "banking <br />organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a <br />• " clearing corporation* within the meaning of the New York Uniform Commercial Code, and a "clearing agency" <br />registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds securities <br />that its participants ( "Participants ") deposit with DTC. DTC also facilitates the settlement among Participants of <br />securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book - <br />entry changes in Participants' accounts, thereby eliminating the need for physical movement of securities certificates. <br />Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain <br />other organizations ( "Direct Participants "). DTC is owned by a number of its Direct Participants and by the New <br />York Stock Exchange, Inc., the American Stock Exchange, Inc., and the National Association of Securities Dealers, <br />Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks and trust <br />companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or <br />indirectly ( "Indirect Participants "). The Rules applicable to DTC and its Participants are on file with the Securities <br />and Exchange Commission. <br />Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will <br />receive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond <br />(each a "Beneficial Owner ") is in turn to be recorded on the Direct, and Indirect Participants' records. Beneficial <br />Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to <br />receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, <br />from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers <br />of ownership interests in the Bonds are to be accomplished by entries made on the books of Participants acting on <br />behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests <br />in Bonds, except in the event that use of the book -entry system for the Bonds is discontinued. <br />To facilitate subsequent transfers, all deposits by Participants with DTC are registered in the name of <br />DTC's partnership nominee, Cede & Co. The deposit of Bonds with DTC and their registration in the name of <br />• Cede & Co., effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners <br />of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are <br />credited, which may or may' not be the Beneficial Owners. The Participants will remain responsible for keeping <br />account of their holdings on behalf of their customers. <br />Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants <br />to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed <br />by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to <br />time. <br />Redemption notices will be sent to Cede & Co. If less than all of the Bonds within a maturity are being <br />redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such <br />maturity to be redeemed. <br />Neither DTC nor Cede & Co. will consent or vote with respect to the Bonds. Under its usual procedures, <br />DTC mails an Omnibus Proxy to the Authority as soon as possible after the record date. The Omnibus Proxy <br />assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Bonds are <br />credited on the record date (identified in a listing attached to the Omnibus Proxy). <br />Principal and interest payments on the Bonds will be made to DTC. DTC's practice is to credit Direct <br />Participants' accounts on each Interest Payment Date or other payment date in accordance with their respective <br />holdings shown on DTC's records unless DTC has reason to believe that it will not receive payment on such Interest <br />Payment Date or other payment date. Payments by Participants to Beneficial Owners will be governed by standing <br />instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form <br />or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Authority or <br />• -5- <br />
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