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2. Acceptance of Offer; Book Entry Bonds. <br /> <br /> (a) The offer of i~..~. .... ~i,..,~ (the <br />"Purchaser") to purchase the City's $500,000 General <br />Obligation Improvement Bonds, Series 1996B (the "Bonds"), at <br />the rates of interest and upon the other terms set forth in <br />this Resolution, and to pay therefor the sum of <br />$ plus interest accrued to settlement, is <br />hereby accepted. <br /> <br /> (b) Book Entry Only System. The Depository Trust <br />Company, a limited purpose trust company organized under the <br />laws of the State of New York, or any of its successors to <br />its functions hereunder (the "Depository"), will act as <br />securities depository for the Bonds, and to this end: <br /> <br /> (i) The Bonds shall be initially issued and, so <br />long as they remain in book entry form only (the "Book <br />Entry Only Period"), shall at all times be in the form <br />of a separate single fully registered Bond for each <br />maturity of the Bonds; and for purposes of complying <br />with this requirement under paragraph 11 of this <br />Resolution, authorized denominations for each maturity <br />of Bonds shall be deemed to be limited during the Book <br />Entry Only Period to the outstanding principal amount <br />of that maturity. While in such book entry form, the <br />Bonds are sometimes hereinafter referred to as being in <br />"Book Entry Only Form." <br /> <br /> (ii) Upon initial issuance, ownership of the <br />Bonds shall be registered in a bond register maintained <br />by the Bond Registrar appointed pursuant to paragraph 7 <br />of this Resolution in the name of CEDE & CO., as the <br />nominee (it or any nominee of the existing or a <br />successor Depository, the "Nominee"). <br /> <br /> (iii) With respect to the Bonds, neither the City <br />nor the Bond Registrar shall have any responsibility or <br />obligation to any broker, dealer, bank, or any other <br />financial institution for which the Depository holds <br />Bonds as securities depository (the "Participant") or <br />to the person for which a Participant holds an interest <br />in the Bonds shown on the books and records of the <br />Participant (the "Beneficial Owner"). Without limiting <br />the immediately preceding sentence, neither the City, <br />nor the Bond Registrar, shall have any such <br />responsibility or obligation with respect to (A) the <br />accuracy of the records of the Depository, the Nominee <br />or any Participant with respect to any ownership <br />interest in the Bonds, or (B) the delivery to any <br />Participant, any Beneficial Owner or any other person, <br />other than the Depository, of any notice with respect <br />to the Bonds, including any notice of redemption, or <br /> <br />321094.2 3 <br /> <br /> <br />