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<br /> (c) the reasonably anticipated amount of tax-exempt obligations (other than private
<br />activity bonds that are not qualified 501(c)(3) bonds) which will be issued by the Authority (and all
<br />subordinate entities of the Authority) during calendar year 2015 will not exceed $10,000,000; and
<br />
<br /> (d) not more than $10,000,000 of obligations issued by the Authority during calendar
<br />year 2015 have been designated for purposes of Section 265(b)(3) of the Code.
<br />
<br /> 6.06. Procedural Requirements. The Authority will use its best efforts to comply with any
<br />federal procedural requirements which may apply in order to effectuate the designations made by this
<br />Section.
<br />
<br /> Section 7. Book-Entry System; Limited Obligation of Authority.
<br />
<br /> 7.01. DTC. The Bonds will be initially issued in the form of a separate single typewritten or
<br />printed fully registered Bond for each of the maturities of the Bonds. Upon initial issuance, the ownership of
<br />each Bond will be registered in the registration books kept by the Registrar in the name of Cede & Co., as
<br />nominee for The Depository Trust Company, New York, New York, and its successors and assigns (“DTC”).
<br />Except as provided in this section, all of the outstanding Bonds will be registered in the registration books
<br />kept by the Registrar in the name of Cede & Co., as nominee of DTC.
<br />
<br /> 7.02. Participants. With respect to Bonds registered in the registration books kept by the Registrar
<br />in the name of Cede & Co., as nominee of DTC, the Authority, the Registrar and the Paying Agent will have
<br />no responsibility or obligation to any broker dealers, banks and other financial institutions from time to time
<br />for which DTC holds Bonds as securities depository (“Participants”) or to any other person on behalf of
<br />which a Participant holds an interest in the Bonds, including but not limited to any responsibility or obligation
<br />with respect to (i) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any
<br />ownership interest in the Bonds, (ii) the delivery to any Participant or any other person (other than a
<br />registered owner of Bonds, as shown by the registration books kept by the Registrar) of any notice with
<br />respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant or any other
<br />person, other than a registered owner of Bonds, of any amount with respect to principal of, premium, if any,
<br />or interest on the Bonds. The Authority, the Registrar and the Paying Agent may treat and consider the
<br />person in whose name each Bond is registered in the registration books kept by the Registrar as the holder
<br />and absolute owner of such Bond for the purpose of payment of principal, premium and interest with respect
<br />to such Bond, for the purpose of registering transfers with respect to such Bonds, and for all other purposes.
<br />The Paying Agent will pay all principal of, premium, if any, and interest on the Bonds only to or on the order
<br />of the respective registered owners, as shown in the registration books kept by the Registrar, and all such
<br />payments will be valid and effectual to fully satisfy and discharge the Authority’s obligations with respect to
<br />payment of principal of, premium, if any, or interest on the Bonds to the extent of the sum or sums so paid.
<br />No person other than a registered owner of Bonds, as shown in the registration books kept by the Registrar,
<br />will receive a certificated Bond evidencing the obligation of this resolution. Upon delivery by DTC to the
<br />Authority of a written notice to the effect that DTC has determined to substitute a new nominee in place of
<br />Cede & Co., the words “Cede & Co.” will refer to such new nominee of DTC; and upon receipt of such a
<br />notice, the Authority will promptly deliver a copy of the same to the Registrar and Paying Agent.
<br />
<br /> 7.03. Representation Letter. The Authority has heretofore executed and delivered to DTC a
<br />Blanket Issuer Letter of Representations (the “Representation Letter”) which will govern payment of
<br />principal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds. Any Paying
<br />Agent or Registrar subsequently appointed by the Authority with respect to the Bonds will agree to take all
<br />action necessary for all representations of the Authority in the Representation Letter with respect to the
<br />Registrar and Paying Agent, respectively, to be complied with at all times.
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<br />458639v1 JAE LN140-112
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