Resolution 2001-083 - Laserfiche WebLink

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or stolen Bond shall constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Resolution equally and proportionately with any and all other Bonds duly issued hereunder. The provisions of this section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost, or stolen Bonds. 2.06 Notwithstanding the other provisions of this Resolution regarding registration, ownership, transfer, payment and exchange of the Bonds, unless the Issuer determines to permit the exchange of book -entry only bonds for certificates in the denominations provided in section 1.04, the Bonds shall be issued in denominations of the entire principal amount of a particular maturity ( "Depository Bonds "), registered in the nominee name of The Depository Trust Company, New York, New York, its successors and assigns, or a substitute depository as provided below (the "Depository "). So long as the Bonds are held by the Depository, the Registrar shall comply with the provisions of the Blanket Letter of Representations executed and delivered to the Depository. (a) Upon (i) a determination by the Issuer that the Depository is no longer able to carry out its functions or its otherwise determined unsatisfactory by the Issuer in its sole discretion, or (ii) a determination by the Registrar that the Depository has resigned or discontinued its services for the Bonds, the Issuer shall either provide for the exchange of Depository Bonds for Bonds in the denominations provided in Section 1.04. (b) if the Issuer determines to provide for the exchange of Depository Bonds for Bonds in the denominations provided in Section 1.04, the Issuer shall so notify the Registrar and shall provide the Registrar with a supply of executed unauthenticated bonds to be so exchanged. The Registrar shall thereupon notify the owners of the Bonds and provide for such exchange. (c) Any substitute depository shall be a "clearing corporation" as defined in the Minnesota Uniform Commercial Code, Minnesota Statutes, Section 336.8 -102, and shall be a qualified and registered "clearing agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended. The substitute depository shall provide for (i) immobilization of the Depository Bonds, (ii) registration and transfers of beneficial ownership of interests in the Depository Bonds by book entries made on records of the Depository and participating entities, and (iii) payment of principal of, premium, if any, and interest on the Depository Bonds to the beneficial owners thereof through its participating entities. (d) With respect to Depository Bonds, the Registrar, Transfer Agent and Paying Agent shall have no responsibility or obligation to any broker - dealers, banks and other financial institutions from time to time for which the Depository holds Bonds as securities depository (the "Participants "), or to any other person on behalf of whom a Participant holds an interest in the Bonds, including but not limited to any responsibility or obligation with respect to (i) the accuracy of the records of the Depository or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant or any other person other than a registered owner of Bonds, as shown by the -5-