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F. WHEREAS, the City has determined that significant <br />savings in transaction costs will result from issuing bonds in <br />"global book -entry form", by which bonds are issued in <br />certificated form in large denominations, registered on the books <br />of the City in the name of a depository or its nominee, and held <br />in safekeeping and immobilized by such depository, and such <br />depository as part of the computerized national securities <br />clearance and settlement system (the "National System") registers <br />transfers of ownership interests in the bonds by making <br />computerized book entries on its own books and distributes <br />payments on the bonds to its Participants shown on its books as <br />the owners of such interests; and such Participants and other <br />banks, brokers and dealers participating in the National System <br />will do likewise (not as agents of the City) if not the <br />beneficial owners of the bonds; and <br />G. WHEREAS, "Participants" means those financial <br />institutions for whom the Depository effects book -entry transfers <br />and pledges of securities deposited and immobilized with the <br />Depository; and <br />H. WHEREAS, The Depository Trust Company, a limited <br />purpose trust company organized under the laws of the State of <br />New York, or any of its successors or successors to its functions <br />hereunder (the "Depository"), will act as such depository with <br />respect to the Bonds except as set forth below, and there is <br />before this Council a form of Letter of Representations (the <br />"Letter of Representations") setting forth various matters <br />relating to the Depository and its role with respect to the <br />Bonds; and <br />I. WHEREAS, the City will deliver the Bonds in the <br />form of one certificate per maturity, each representing the <br />entire principal amount of the Bonds due on a particular maturity <br />date (each a "Global Certificate"), which single certificate per <br />maturity may be transferred on the City's bond register as <br />required by the Uniform Commercial Code, but not exchanged for <br />smaller denominations unless the City determines to issue <br />Replacement Bonds as provided below; and <br />J. WHEREAS, the City will be able to replace the <br />Depository or under certain circumstances to abandon the "global <br />book -entry form" by permitting the Global Certificates to be <br />exchanged for smaller denominations typical of ordinary bonds <br />registered on the City's bond register; and "Replacement Bonds" <br />means the certificates representing the Bonds so authenticated <br />and delivered by the Bond Registrar pursuant to paragraphs 6 and <br />12 hereof; and <br />11676 <br />3 <br />