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CCR1995020L The City Clerk read the following resolution: Resolution No. 20- 95 A RESOLUTION AUTHORIZING THE CITY OF MUSKEGO TO BORROW THE SUM OF $1,765,000 BY ISSUING GENERAL OBLIGATION PROMISSORY NOTES PURSUANT TO SECTION 67 12(12) OF THE WISCONSIN STATUTES AND AUTHORIZING THE SALE OF THE NOTES WHEREAS the City of Muskego, Waukesha County, Wisconsin (sometimes hereinafter called the "City") is presently in need of the sum of One Million Seven Hundred Sixty-Five Thousand Dollars costs of water and other capital improvements and refunding ($1,765,000) for public purposes, including paying part of the obligations of the City, including interest on them; and WHEREAS the Common Council deems it necessary and in the best interest of the City that the monies needed for such purposes be borrowed by issuing general obligation promissory notes pursuant to the provisions of Section 67.12(12), Wis. Stats., upon the terms and conditions hereinafter provided; and proposed issue of $1,765,000 General Obligation Promissory Notes, Series 1995 (the "Notes") ; and WHEREAS the City has duly received proposals for its 0 WHEREAS it has been determined that the best proposal received was that submitted by and associates; NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Muskego, Waukesha County, Wisconsin, that: a and associates, for the purchase price of $ and it hereby is accepted and the Mayor and City Clerk are authorized and directed to execute an acceptance of the offer of said successful proposer on behalf of the City. The good faith deposit of the successful proposer shall be retained by the City Treasurer until the closing of the note issue, and any good faith deposits submitted by unsuccessful proposers shall be promptly returned. Section 1. Award. The proposal of , be Section 2. The Notes. The Mayor and City Clerk shall make, execute and deliver the Notes to said purchaser, for and on behalf of the City. The Notes shall be negotiable, general obligation promissory notes of the City, registered as to both principal and interest, in the denomination of Five Thousand Dollars ($5,000) each, or whole multiples thereof, numbered from R-1 upward and dated March 1, 1995 The Notes shall mature on March 1 of each of the years and shall bear interest at the rates per annum as follows: Year 1996 1997 1998 1999 2000 2001 2002 2003 Amount Interest Rate $100,000 140,000 100,000 150,000 150,000 150,000 150,000 825,000 year, commencing September 1, 1995. Interest shall be computed Said interest shall be payable on March 1 and September 1 of each upon the basis of a 360-day year of twelve 30-day months and will be rounded pursuant to the rules of the Municipal Securities Rulemaking Board. Notes maturing in the years 2001 through 2003 shall be subject to call and prior payment at the option of the City in whole or from time to time in part on March 1, 2000 or any date of redemption. The amounts and maturities of the Notes to be thereafter at the price of par plus accrued interest to the date redeemed shall be selected by the City. If less than the entire that maturity which are to be redeemed shall be selected by lot. 0 principal amount of any maturity is to be redeemed, the Notes of a substantially the form set forth on Exhibit A. Section 3. Form of Notes. The Notes shall be in Section 4. Tax Provisions (A) Direct, Annual Irrepealable Tax. For the purpose of paying the principal of and interest on each of said Notes as the same respectively falls due, the full faith, credit and taxing powers of the City are hereby irrevocably pledged and property in the City a direct, annual irrepealable tax in an there be and there hereby is levied on all of the taxable be for the following years and in the following minimum amounts: amount and at the times sufficient for said purpose, such tax to For the year For the year For the year For the year For the year For the year For the year For the year 1995 $ 1996 1997 1998 2000 1999 2001 2002 -3- QB1\21741B 1 0 (B) Tax collection. The City shall be and Continue without power to repeal such levy or obstruct the collection of said tax until all such payments have been made or provided for. After the issuance of the Notes, said tax shall be, from year to year, carried into the tax rolls of the City and collected as other taxes are collected, provided that the amount of tax carried into said tax rolls may be reduced in any year by the amount of any surplus money in the Debt Service Account created in Section 5 (A) hereof. hand insufficient funds from the aforesaid tax levy to meet principal and/or interest payments on said Notes when due, the available, which sums shall be replaced upon the collection of requisite amounts shall be paid from other funds of the City then the taxes herein levied. (C) Additional Funds. If at any time there shall be on (D) ADDroDriation. There be and there hereby is appropriated from funds of the City on hand a sum sufficient to be deposited in the Debt Service Account to meet payments with be returned to the general fund upon collection of the taxes respect to debt service due on September 1, 1995, which sum may herein levied for the year 1995 Section 5. Debt Service Fund and Account. a (A) Creation and DeDOSitS. There be and there hereby is established in the treasurv of the Citv. if one has not - already been created, a debt service fund;. separate and distinct with generally accepted accounting principles. Sinking funds from every other fund, which shall be maintained in accordance established for obligations previously issued by the City may be considered as separate and distinct accounts within the debt service fund. 0 established a separate and distinct account designated as the "Debt Service Account for $1,765,000 'General Obligation Promissory Notes, Series 1995' dated March 1, 1995," (the "Debt Service Account") and such account shall be maintained until the extinguished. The City Treasurer shall deposit in such Debt indebtedness evidenced by the Notes is fully paid or otherwise Service Account (i) all accrued interest received by the City at the time of delivery of and payment for the Notes; (ii) the taxes and interest on the Notes when due; (iii) such other sums as may herein levied for the specific purpose of meeting principal of be necessary at any time to pay principal of and interest on the Notes when due; (iv) any premium which may be received by the City above the par value of the Notes and accrued interest thereon; (v) surplus monies in the Borrowed Money Fund as specified in Section 6 hereof; and (vi) such further deposits as may be required by Sec. 67.11, Wis. Stats. Within the debt service fund, there be and there hereby is -4 - Q01\211418.1 (E) Use and Investment. No money shall be withdrawn other than the payment of principal of and interest on the Notes from the Debt Service Account and appropriated for any purpose until all such principal and interest has been paid in full and principal of and interest on the Notes prior to the scheduled canceled; provided (i) the funds to provide for each payment of receipt of taxes from the next succeeding tax collection may be invested in direct obligations of the United States of America maturing in time to make such payments when they are due or in other investments permitted by law; and (ii) any funds over and Notes may be used to reduce the next succeeding tax levy, or may, above the amount of such principal and interest payments on the permitted by and subject to Section 67.11(2) (a), Wis. Stats., in at the option of the City, be invested by purchasing the Notes as other obligations of the City or in other investments permitted interest-bearing obligations of the United States of America, in by law, which investments shall continue to be a part of the Debt Service Account. (C) Remainins Monies. When all of the Notes have been paid in full and canceled, and all permitted investments disposed of,.any money remaining in the Debt Service Account shall be deposited in the general fund of the City, unless the Common Council directs otherwise. Section 6. Proceeds of the Notes. All monies received by the City upon the delivery of the Notes to the purchaser thereof, deposited by the City Treasurer into a special fund (the "Borrowed Money Fund") which shall be maintained separate and distinct from all other funds of the City and shall be used for no purpose other than the purposes for which the Notes are issued Monies in the Borrowed Money Fund may be temporarily invested as provided in Section 66.04(2), Wis. Stats. Any monies, including any income from permitted investments, remaining in the Borrowed Money Fund after the purposes for which the Notes have been issued have been accomplished, and, at any time, any monies as are not needed and which obviously thereafter cannot be needed for such purposes shall be deposited in the Debt Service Account except for accrued interest and premium, if any, shall be 0 Section 7. No Arbitrase. All investments permitted by this resolution shall be legal investments, but no such investment shall be made in such a manner as would cause the Notes to be Internal Revenue Code of 1986, as amended (the "Code"), or the "arbitrage bonds" within the meaning of Section 148 of the Regulations of the Commissioner of Internal Revenue thereunder responsibility for issuing the Notes, shall certify as to facts, (the "Regulations"); and an officer of the City, charged with the estimates, circumstances and reasonable expectations in existence on the date of closing which will permit the conclusion that the -5- 'dB11217418 1 0 Notes are not "arbitrage bonds," within the meaning of the Code or Regulations. Section 8. Persons Treated as Owners; Transfer of Notes. The City Clerk shall keep books for the registration and for the be registered shall be deemed and regarded as the absolute owner transfer of the Notes. The person in whose name any Note shall thereof for all purposes and payment of either principal or interest on any Note shall be made only to the registered owner thereof All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note to the extent of the sum or sums so paid. by surrender of the Note at the office of the City Clerk, duly endorsed for the transfer or accompanied by an assignment duly executed by the registered owner or his attorney duly authorized execute and deliver in the name of the transferee or transferees in writing Upon such transfer, the Mayor and City Clerk shall a new Note or Notes of a like aggregate principal amount, series and maturity, and the City Clerk shall record the name of each transferee in the registration book No registration shall be made to bearer. The City Clerk shall cancel any Note surrendered for transfer. Any Note may be transferred by the registered owner thereof The City shall cooperate in any such transfer, and the Mayor 0 and City Clerk are authorized to execute any new Note or Notes necessary to effect any such transfer. 0 interest payment date shall be the record dates for the Notes Payment of interest on the Notes on any interest payment date shall be made to the registered owners of the Notes as they appear on the registration book of the City at the close of business on the corresponding record date. The fifteenth day of each calendar month next preceding each represents and covenants that the projects financed by the Notes and their ownership, management and use will not cause the Notes to be "private activity bonds" within the meaning of Section 141 of the Code, and that the City shall comply with the provisions of the Code to the extent necessary to maintain the tax-exempt status of the interest on the Notes including, if applicable, the rebate requirements of Section 148(f) of the Code. The City Clerk or other officer of the City charged with the responsibility of issuing the Notes shall provide an appropriate certificate of the City certifying that the City can and covenanting that it will comply with the provisions of the Code and Regulations Section 9. ComDliance with Federal Tax Laws. (a) The City -6- (b) The City also covenants to use its best efforts to meet 0 the requirements and restrictions of any different or additional provided that in meeting such requirements the City will do so federal legislation which may be made applicable to the Notes only to the extent consistent with the proceedings authorizing the Notes and the laws of Wisconsin and to the extent that there is a reasonable period of time in which to comply. Section 10. Desisnation as Qualified Tax-Exempt Oblisations. The Notes are hereby designated as "qualified tax-exempt obligations" for purposes of Section 265 of the Internal Revenue Code of 1986, as amended, relating to the ability of financial institutions to deduct from income for federal income tax purposes, interest expense that is allocable to carrying and acquiring tax-exempt obligations. Book-Entrv-Onlv System. In order to make the Notes, and future issues of obligations issued by the City, eligible for the York (''DTC"), the appropriate officers of the City are authorized services provided by The Depository Trust Company, New York, New and directed to execute the Blanket Issuer Letter of Representations, in substantially the form attached hereto as Exhibit B, and deliver it to DTC on behalf of the City. Section 11. Utilization of The Depository Trust Company Section 12. Redemption of Refunded Oblisations. The City has outstanding an issue of General Obligation Promissory Notes Obligations maturing in the years 1996 through 1999 are called for prior payment on May 1, 1995 at the price of par plus accrued interest to the date of redemption. dated May 1, 1989 (the "Refunded Obligations"). The Refunded a Wisconsin, as fiscal agent of the City with respect to the 1989 Notes (the "Fiscal Agent"), to cause timely notice of the redemption of the 1989 Notes to be given by mailing a notice thereof, in substantially the form attached hereto as Exhibit C, by registered or certified mail at least thirty days prior to the date fixed for redemption to the registered owner of each 1989 Note to be redeemed at the address shown on the registration books. The Fiscal Agent shall also be directed to give additional notice of the redemption of the 1989 Notes in accordance with Section IX of the Fiscal Agency Agreement dated as of May 31, 1989 with respect to the 1989 Notes. Such direction shall be given at least thirty-five days prior to the redemption date The City Clerk shall direct First Bank (N.A.), Milwaukee, armroves the Official Statement with respect to the Notes Section 13. Official Statement. The Common Council hereby -~II ~ ~ ~ ~ including addenda and deems the Official- Statement and addenda as officers of the City in connection with the preparation of such "final" for purposes of SEC Rule 15~2-12. All actions taken by -7- QBl\217410 1 0 Official Statement and addenda are hereby ratified and approved In connection with the closing for the Notes, the appropriate City official shall certify the Official Statement and addenda. The City clerk shall cause copies of the official Statement and addenda to be distributed to the purchaser of the Notes. authorizes the purchaser to forward the amount of Note proceeds Section 14. Payment of Issuance ExDenses The City allocable to the payment of issuance expenses to Resource Bank & Trust Company, Minneapolis, Minnesota on the closing date for further distribution as directed by the City's financial advisor, Ehlers and Associates, Inc. a separate record book and shall record a full and correct statement of every step or proceeding had or taken in the course of authorizing and issuing these Notes Section 15. Records. The City Clerk shall provide and keep are herebv authorized and directed to execute and deliver the Section 16. Closinq. The Mayor and City Clerk of the City Notes to the purchaser thereof upon receipt of the borrowed funds, accrued interest to date of delivery and premium, if any. The Mayor and City Clerk may execute the Notes by manual or facsimile signature, but at least one of said officers shall sign the Notes manually. ~ ~~~~ ~ ~1 0 to take all steps necessary or convenient to close this issue as The officers of the City are hereby directed and authorized soon as practicable hereafter, in accordance with the terms of directed to execute and deliver such documents, certificates and sale thereof; and said officers are hereby authorized and acknowledgments as may be necessary or convenient in accordance therewith. Adopted, approved and recorded February 14, 1995. 0 Attest: City Clerk -8- QBi\217418 .1 Alderperson moved that Resolution No. be adopted. Motion seconded by Alderperson and carried by the following vote: Ayes : Nos : the Mayor and City Clerk signed same in the appropriate manner in open meeting. The Mayor declared the resolution adopted and approved and (Here occurred business not pertinent to the note issue.) There being no further business to come before the meeting, the meeting adjourned. City Clerk -9- EXHIBIT A UNITED STATES OF AMERICA STATE OF WISCONSIN COUNTY OF WAUKESHA CITY OF MUSKEG0 0 GENERAL OBLIGATION PROMISSORY NOTE, SERIES 1995 Date of Number Rate Maturity Date Orisinal Issue Amount CUsIp R- % March 1, 1995 $ FOR VALUE RECEIVED, the City of Muskego, Waukesha County, Wisconsin, promises to pay to , or registered assigns, the principal amount of DOLLARS ($ toaether with interest thereon from March 1. 1995 or the most ) on the maturity date specified above, date of registration of this Note is after the 15th day of the recent payment date to which interest has been paid, unless the which case interest will be paid from such interest payment date, calendar month immediately preceding an interest payment date, in at the rate per annum specified above, such interest being payable on March 1 and September 1 of each year, with the first interest on this issue being payable on September 1, 1995. 0 Notes of this issue maturing in the years 2001 through 2003 City in whole or from time to time in part on March 1, 2000 or shall be subject to call and prior payment at the option of the any date thereafter at the price of par plus accrued interest to the date of redemption. The amounts and maturities of the Notes to be redeemed shall be selected by the City. If less than the entire principal amount of any maturity is to be redeemed, the Notes of that maturity which are to be redeemed shall be selected by lot. Notice of such call shall be given by mailing a notice prior to the date fixed for redemption to the registered owner of thereof by registered or certified mail at least thirty (30) days each Note to be redeemed at the address shown on the registration books. payable to the registered owner in lawful money of the United States of America, and for the prompt payment of this Note with taxes sufficient for that purpose, the full faith, credit and interest thereon as aforesaid, and the levying and collection of resources of the City of Muskego, Wisconsin, are hereby irrevocably pledged. The principal of this Note shall be payable only upon presentation and surrender of this Note at the office of the City Treasurer. Interest hereon shall be payable by check Both principal hereof and interest hereon are hereby made mailed from the office of the City Treasurer to the person in or draft dated as of the applicable interest payment date and the fifteenth day of the calendar month next preceding each interest payment date. 0 whose name this Note is registered at the close of business on kept for that purpose at the office of the City Clerk, by the registered owner in person or his duly authorized attorney, upon surrender of this Note together with a written instrument of transfer (which may be endorsed hereon) satisfactory to the City Clerk duly executed by the registered owner or his duly authorized attorney. Thereupon a new Note or Notes of the same aggregate principal amount, series and maturity shall be issued to the transferee in exchange therefor. The City may deem and treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment of or on account of the principal or interest hereof and for all other purposes. The Notes are issuable solely as negotiable, denominations of $5,000 or any whole multiple thereof fully-registered Notes without coupons in authorized This Note is transferable only upon the books of the City This Note is issued pursuant to the provisions of Section 67.12(12), Wisconsin Statutes, for public purposes, including paying part of the costs of water and other capital improvements and refunding obligations of the City, including interest on them, and is authorized by a resolution of the Common Council of the City, duly adopted by said Common Council at its meeting duly convened on February 14, 1995, which resolution is recorded in the official book of its minutes for said date. a This Note has been designated by the City as a "qualified tax-exempt obligation" for purposes of Section 265 of the Internal Revenue Code of 1986, as amended. 0 It is hereby certified and recited that all conditions, things and acts required by law to exist or to be done prior to and in connection with the issuance of this Note have been done, have existed and have been performed in due form and time; that the aggregate indebtedness of the City, including this Note and others authorized simultaneously herewith, does not exceed any limitation imposed by law or the Constitution of the State of Wisconsin; and that the City has levied a direct, annual irrepealable tax sufficient to pay this Note, together with interest thereon when and as payable. exercise any right hereunder shall impair such right or be No delay or omission on the part of the owner hereof to considered as a waiver thereof or as a waiver of or acquiescence in any default hereunder -2- QB11217418 1 0 IN WITNESS WHEREOF, the Common Council of the City of Muskego, Waukesha County, Wisconsin, has caused this Note to be Mayor and City Clerk, and its corporate seal to be impressed signed on behalf of said City by its duly qualified and acting hereon, all as of the date of original issue specified above. ( SEAL ) CITY OF MUSKEGO, WAUKESHA COUNTY, WISCONSIN BY BY City Clerk Mayor -3- (Form of Assignment) 0 - FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto of Assignee) (Please print or typewrite name and address, including zip code, Please insert Social Security or other identifying number of Assignee the within Note, and all rights thereunder, hereby irrevocably constituting and appointing Attorney to transfer said Note on the books kept for the registration thereof with full power of substitution in the premises. Dated: NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Note in every particular, without alteration whatever. or enlargement or any change Signature (s) guaranteed by -4 - Blanket Issuer Letter of Representations be Completed by Issuer] City of mskeqo, Wisconsin [Name of llruerl Attention: Undenvliting Department - Eligibility The Depository Trust Compy 55 Water Street: 50th Floor New York NY 10041-0099 Ladies and Gentlemen: This letter sets forth our understanding with respect to all issues (the ‘Securities”) that Issuer shall request be made eligible for deposit by The Depository Trust Company (‘DTC”). To induce DTC to accept the Securities as eligible for deposit at DTC. and to act in accordance with DTCs Rules with respect to the ‘Securities, Issuer represents to DTC that Issuer 4 comply with the requirements stated in DTCs Operational Arrangements. ac they may be amended from time to time. 0 0 Received and THE DEPOSITORY TRUSTCOMPANY a SAMPLE OFFERING DOCUMENT LANGUAGE DESCRIBING BOOK-ENTRY-ONLY ISSUANCE (*Fd bY DTC-brncketed mated may be applicable only to hue) I. fie Deposito~ Trust Company (“DTC~). New YO& NY. \rill act as securities depository for the securities (the “Securities”). The Securities ill be issued My-reptered -“ties in the name of Cede & CO. (DTCi partnership nominee). One My-registered security certificate be issued for [each issue 04 the Securities, [each] in the principal amount of WCh issue, and d be deposited with DTC. [If, however. the aggregate principal amount of [any] issue exceeb $2~ million. One certificate 4 be issued with respect to each $200 million of prindpa amount and an additiod certificate wd be issued with res* to any remaining principal amount of such issue.] 2. DTC is a hited-pu~se tluct company o’ganued under the New York Banking LAW, a “banking organization” within the meaning of the New Yo& Banhng Law, a member of the Federal Reserve System. a ‘clearing corporation” within the meaning of the Nw York Uniform Cornme4 Code, and a “Clearing agency“ registered pursuant to the provirions of Sechon 17.4 of the securities Exchange Act of 1934. DTC holds securities that its participants (”Participants”) dgrmt with DTC. DTC also fdtates the setdement among P~cipants of securities transytions. such as -fen and pledges, in depasited securities through electronic computerized book-entry changes in Participants’ accounts. thereby eliminating the need for physical movement of securities certificates. Direct Participants include securities broken and dealers, banks, trust companies. clearing corporations. and certain other organizations. DTC is owned by a number of its Direct Participantr and by the New York Stock Exchange, Inc.. the American Stock Exchange, Inc.. and the Nationnl Asrodption of Securities Dealers. Inc. Amu to the DTC system is also aMllable to othen such ac semities broken and dealers, bank;. and companies that clear through or maintain a Ntodial rektionrhip with a Direct Participant. either dmdy or indufftly (‘Indirect Participants”). The Rules apphble to DTC and its Participants are on He with the Securities and Exchange Commission. 3. Purck of Securities under the DTC system must be made by or thou& Direct Participants. which 4 receive a credit for the Securities on DTCs records. Ihe ownershp intemt of each actual purchawr of each Security (“Beneficial Owner”) is in turn to be recorded on the Dinxt and In- Participants’ records. Beneficial Owners will not receive written conhation from DTC of their pumhase. but Beneficial Ownen are expected to receive written confirmationr pmviding details of the transaction. as well as periodic statements of their holdings, from the Direct or In& Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Securities are to be acmmphhed by entries made on the boob of Participants acting on behalf of Beneficial Omen. Beneficial Owners uill not receive certificates representing their ownenhp interests in Securities. except in the event that use of the book-enby vtem for the Securities is discontinued. 4. To facilitate subsequent transfers. all Securities deposited by Participants with DTC am registered in the name of DX‘s pzdnership nominee, Cede & Co. Ihe dept of Securities with DTC and thelr knowledge of the actual Beneficial Owners of the Securities: DTCs records reflect ody the identie of registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no the Direct Participants to whose accounts such Securities are cdted, which may or may not be the Beneficial Owners. The Participants wd remain responsible For keeping account of their holdings on behalf of their customen. 5. Conv?ance of notices and other communications by DTC to Direct Participants, by ~i~~~~ PdCiPanU to Indirect Participants. and bv Direct Participants and In& Participants to Beneficia Ownen will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. [6. Redemption notices shall be sent to Cede & CO. If less than a~ of the Securities with an are being redeemed. DTCi practice is to determine bv lot the amount of the interest of each Direa Parkipant in such issue to be redeemed.] 7 Yeither DTC nor Cede br Co. will consent or vote with res* to Securities. Under its pmcedures. DTC mads an Omnibus Prow to the Issuer as soon as possible after the mrd date. The Omnibus Prom assigns Cede Q C0.i consenting or voting rights to those Direa Participants to whose munts the Securities am cdted on the recurd date (identified in a listing attached to the Omnibus PIUY). 8. Pridpal and interest payments on the Securities will be made to DTC. DTCs practice is to cdt Direct Participants' arrounts on payable date in arrordance with their respecme holdings shown on DTCi records unless DTC has reaon to believe that it will not receive payment on payable date. Payments by Participants to Beneficia Ownen will be governed by standing inshudions and customary practices, as is the case with securities held for the acmunts of customers in bearer form or Wtered in "street name," and will be the responsibility of such Participant and not of DTC. the Agent, or the Issuer. subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to DTC is the responsibility of the Issuer or the Agent, disbursement of such pavments to Direct Participants shall be the responsibility of DX. and dirbursement of such payments io the Beneficial Owners shall be the responsibility of Dim and Indirect Participants. [9. A Beneficial her shall give notice to elect to have its Securities purchased or tended through its Participt, to the [Tender/Remacketing] Agent, and shall effect delivery of such Securities by causing the Dim Participant to transfer the Participanti interest in the Securities. on DTCS records. to the [Tendermemarketing] Agent. The requirement for phpid delivery of Securities in connection with a demand for purchase or a mandatory purchare will be deemed satisfied when the ownenhip rights in the Securities are transferred by Direct Participants on DTCS re~0ds.l IO. DTC may hntinue pAding its senices as securities depository with respect to the Securities at anv time by @g remnable notice to the Issuer or the Agent. Under such circumstances. in the event that a successor securities depositor). is not obtained. Security certificates are required to be printed and delivered. I I. The Issuer may &de to dircontinue use of the vtem of book-entty mfers through DTC (or a successor securities depository). In that event. Security cemficates will be printed and delivered. 12. ne infomation in h don concerning DTC and DTCs book-entr). system has been obt&nd from sou re^ that the Issuer believes to be reliable, but the Issuer takes no responsibility for the dCCUIaCy thereof. 2s