Common use of Book-Entry Only System Clause in Contracts

Book-Entry Only System. The Trustee and the City may from time to time enter into, and discontinue, an agreement with a Securities Depository as the Owner of the Obligations, to establish procedures with respect to the Obligations not inconsistent with the provisions of this Trust Agreement; provided, that, notwithstanding any other provisions of this Trust Agreement, any such agreement may provide that different provisions for notice to the Securities Depository may be set forth herein and that a legend shall appear on each Obligation so long as the Obligations are subject to such agreement. With respect to Obligations registered in the name of a Securities Depository (or its nominee), neither the Trustee nor the City shall have any obligation to any of its members or participants or to any person on behalf of whom an interest is held in the Obligations. It is hereby acknowledged that the City and the Trustee intend to enter into an agreement with DTC in connection with the execution and delivery of the Obligations, and while such agreement is in effect, the procedures established therein shall apply to the Obligations notwithstanding any other provisions of this Trust Agreement to the contrary. As long as DTC is the Securities Depository with respect to the Obligations, the Trustee shall be a “DTC Direct Participant.” The Trustee shall not have any responsibility or obligation to DTC participants or the persons for whom they act as nominees with respect to the Obligations regarding accuracy of any records maintained by DTC or DTC participants, the payments by DTC or DTC participants of any amount in respect of principal or interest represented by the Obligations, any notice which is permitted or required to be given to or by Owners hereunder (except such notice as is required to be given by the City to the Trustee or to DTC), or any consent given or any other action taken by DTC as Owner.

Book-Entry Only System. DTC shall act as the initial Depository for the Bonds. One Bond for each maturity of the Bonds shall be initially executed, authenticated, and delivered as set forth herein as a separate fully registered certificate (in printed or typewritten form). Upon initial execution, authentication, and delivery, the ownership of the Bonds shall be registered in the Bond Register kept by the Fiscal Agent for the Bonds in the name of Cede & Co, as nominee of DTC or such nominee as DTC shall appoint in writing. The Trustee Authorized Officers and the City Fiscal Agent are hereby authorized to take any and all actions as may from time to time enter into, be necessary and discontinue, an agreement with a Securities Depository as the Owner of the Obligations, to establish procedures with respect to the Obligations not inconsistent with this Agreement to qualify the provisions Bonds for the Depository’s book-entry system, including the execution of this Trust Agreement; provided, that, notwithstanding any other provisions of this Trust Agreement, any such agreement may provide that different provisions for notice to the Securities Depository may be set forth herein and that a legend shall appear on each Obligation so long as the Obligations are subject to such agreementDepository’s required representation letter. With respect to Obligations Bonds registered in the Bond Register in the name of a Securities Depository (or its nominee)Cede & Co, neither the Trustee nor the City shall have any obligation to any as nominee of its members or participants or to any person on behalf of whom an interest is held in the Obligations. It is hereby acknowledged that the City and the Trustee intend to enter into an agreement with DTC in connection with the execution and delivery of the Obligations, and while such agreement is in effectDTC, the procedures established therein shall apply to the Obligations notwithstanding any other provisions of this Trust Agreement to the contrary. As long as DTC is the Securities Depository with respect to the Obligations, the Trustee shall be a “DTC Direct Participant.” The Trustee Fiscal Agent shall not have any responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC participants holds Bonds as Depository from time to time (the “DTC Participants”) or to any person for which a DTC Participant acquires an interest in the persons for whom they act as nominees Bonds (the “Beneficial Owners”). Without limiting the immediately preceding sentence, the Fiscal Agent shall not have any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co, or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant, any Beneficial Owner, or any other person, other than DTC, of any notice with respect to the Obligations regarding accuracy Bonds, including any notice of redemption or mandatory tender, (iii) the selection by the Depository of the beneficial interests in the Bonds to be redeemed in the event the City elects to redeem the Bonds in part, (iv) the payment to any records maintained by DTC Participant, any Beneficial Owner, or DTC participantsany other person, the payments by DTC or DTC participants other than DTC, of any amount in with respect to the principal of principal or interest represented by on the Obligations, any notice which is permitted or required to be given to or by Owners hereunder (except such notice as is required to be given by the City to the Trustee or to DTC)Bonds, or (v) any consent given or any other action taken by the Depository as Owner of the Bonds. The Fiscal Agent may treat as and deem DTC to be the absolute Owner of each Bond for which DTC is acting as Depository for the purpose of payment of the principal of and interest on such Bonds, for the purpose of giving notices of prepayment and other matters with respect to such Bonds, for the purpose of registering transfers with respect to such Bonds, and for all purposes whatsoever. The Fiscal Agent shall pay all principal of and interest on the Bonds only to the Owners as shown on the Registration Books, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to the principal of and interest on the Bonds to the extent of the sums or sums so paid. No person other than an Owner, as shown on the Bond Register, shall receive a physical Bond. Upon delivery by DTC to the Fiscal Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the transfer provisions in Section 2.06 hereof, references to “Cede & Co.” in this Section 2.12 shall refer to such new nominee of DTC. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Fiscal Agent and the City during any time that the Bonds are Outstanding, and discharging its responsibilities with respect thereto under applicable law. The City may terminate the services of DTC with respect to the Bonds if it determines that DTC is unable to discharge its responsibilities with respect to the Bonds or that continuation of the system of book-entry transfers through DTC is not in the best interest of the Beneficial Owners, and the City shall mail notice of such termination to the Fiscal Agent. Upon the termination of the services of DTC as Ownerprovided in the previous paragraph, and if no substitute Depository willing to undertake the functions hereunder can be found which is willing and able to undertake such functions upon reasonable or customary terms, or if the City determines that it is in the best interest of the Beneficial Owners of the Bonds that they be able to obtain certificated Bonds, the Bonds shall no longer be restricted to being registered in the Bond Register of the Fiscal Agent in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or names the Owners shall designate at that time, in accordance with Section 2.06. To the extent that the Beneficial Owners are designated as the transferee by the Owners, in accordance with Section 2.06, the Bonds will be delivered to such Beneficial Owners as soon as practicable. In connection with any proposed transfer outside the Book-Entry Only system, the City or DTC shall provide or cause to be provided to the Fiscal Agent all information necessary to allow the Fiscal Agent to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Fiscal Agent may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Book-Entry Only System. Upon issuance of the Bonds, one fully-registered Bond will be initially registered in the name of Cede & Co., as nominee for The Depository Trust Company (the "Securities Depository") in the aggregate principal amount of the Bonds. So long as Cede & Co. is the registered Owner of the Bonds, as nominee of the Securities Depository, references herein to the holders of the Bonds or registered Owner of the Bonds shall mean Cede & Co. and shall not mean the beneficial owners of the Bonds. The Letter of Representations in substantially the form attached hereto as Exhibit B, with such changes, omissions, insertions and revisions as the Clerk may approve at any time, is hereby approved, and the Issuer shall execute and deliver such Letter of Representations. The approval of the Issuer of any changes, omissions, insertions and revisions to the Letter of Representations shall be conclusively established by the execution of the Letter of Representations by the Clerk on behalf of the Issuer. The Issuer and the Trustee acknowledge that the terms and provisions of said Letter of Representations shall govern in the event of any inconsistency between the provisions of this Indenture and said Letter of Representations. Transfers of beneficial ownership interests in the Bonds will be accomplished by book entries made by the Securities Depository, and, in turn by the participants in the Securities Depository (the "Participants") who act on behalf of the indirect participants in the Securities Depository (the "Indirect Participants") and the beneficial owners of the Bonds. The Trustee and the City may from time to time enter into, and discontinue, an agreement with a Issuer shall recognize the Securities Depository or its nominee, Cede & Co., as the Owner of the ObligationsBonds for all purposes, to establish procedures with respect to the Obligations not inconsistent with the provisions including notices and voting. Conveyance of this Trust Agreement; provided, that, notwithstanding any notices and other provisions of this Trust Agreement, any such agreement may provide that different provisions for notice to communications by the Securities Depository to Participants and by such Participants to Indirect Participants, and by Participants and Indirect Participants to beneficial owners of the Bonds will be governed by arrangements among the Securities Depository, the Participants and the Indirect Participants, subject to any statutory and regulatory requirements as may be set forth herein and that a legend shall appear on each Obligation so long as the Obligations are subject in effect from time to such agreementtime. With respect to Obligations registered in the name of a Securities Depository NEITHER THE ISSUER NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO THE PARTICIPANTS OR INDIRECT PARTICIPANTS OR THE BENEFICIAL OWNERS OF THE BONDS WITH RESPECT TO (or its nominee), neither the Trustee nor the City shall have any obligation to any of its members or participants or to any person on behalf of whom an interest is held in the Obligations. It is hereby acknowledged that the City and the Trustee intend to enter into an agreement with DTC in connection with the execution and delivery of the Obligations, and while such agreement is in effect, the procedures established therein shall apply to the Obligations notwithstanding any other provisions of this Trust Agreement to the contrary. As long as DTC is the Securities Depository with respect to the Obligations, the Trustee shall be a “DTC Direct Participanti) THE ACCURACY OF ANY RECORDS MAINTAINED BY THE SECURITIES DEPOSITORY OR ANY SUCH PARTICIPANT OR INDIRECT PARTICIPANT; (ii) THE PAYMENT BY THE SECURITIES DEPOSITORY OR ANY SUCH PARTICIPANT OR INDIRECT PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL AMOUNT OR REDEMPTION PRICE OF OR INTEREST ON THE BONDS; (iii) THE DELIVERY BY THE SECURITIES DEPOSITORY OR ANY SUCH PARTICIPANT OR ANY INDIRECT PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER THAT IS REQUIRED OR PERMITTED TO BE GIVEN TO HOLDERS OF THE BONDS UNDER THE TERMS OF THIS INDENTURE; (iv) THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BONDS; OR (v) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY THE SECURITIES DEPOSITORY AS HOLDER OF THE BONDS.” The Trustee shall not have any responsibility or obligation to DTC participants or the persons for whom they act as nominees with respect to the Obligations regarding accuracy of any records maintained by DTC or DTC participants, the payments by DTC or DTC participants of any amount in respect of principal or interest represented by the Obligations, any notice which is permitted or required to be given to or by Owners hereunder (except such notice as is required to be given by the City to the Trustee or to DTC), or any consent given or any other action taken by DTC as Owner.

Book-Entry Only System. DTC shall act as the initial Depository for the Bonds. One Bond for each maturity of the Bonds shall be initially executed, authenticated, and delivered as set forth herein as a separate fully registered certificate (in printed or typewritten form). Upon initial execution, authentication, and delivery, the ownership of the Bonds shall be registered in the Bond Register kept by the Fiscal Agent for the Bonds in the name of Cede & Co, as nominee of DTC or such nominee as DTC shall appoint in writing. The Trustee Authorized Officers and the City Fiscal Agent are hereby authorized to take any and all actions as may from time to time enter into, be necessary and discontinue, an agreement with a Securities Depository as the Owner of the Obligations, to establish procedures with respect to the Obligations not inconsistent with this Agreement to qualify the provisions Bonds for the Depository's book-entry system, including the execution of this Trust Agreement; provided, that, notwithstanding any other provisions of this Trust Agreement, any such agreement may provide that different provisions for notice to the Securities Depository may be set forth herein and that a legend shall appear on each Obligation so long as the Obligations are subject to such agreementDepository's required representation letter. With respect to Obligations Bonds registered in the Bond Register in the name of a Securities Depository (or its nominee)Cede & Co, neither the Trustee nor the City shall have any obligation to any as nominee of its members or participants or to any person on behalf of whom an interest is held in the Obligations. It is hereby acknowledged that the City and the Trustee intend to enter into an agreement with DTC in connection with the execution and delivery of the Obligations, and while such agreement is in effectDTC, the procedures established therein shall apply to the Obligations notwithstanding any other provisions of this Trust Agreement to the contrary. As long as DTC is the Securities Depository with respect to the Obligations, the Trustee shall be a “DTC Direct Participant.” The Trustee Fiscal Agent shall not have any responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC participants holds Bonds as Depository from time to time (the "DTC Participants") or to any person for which a DTC Participant acquires an interest in the persons for whom they act as nominees Bonds (the "Beneficial Owners"). Without limiting the immediately preceding sentence, the Fiscal Agent shall not have any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co, or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant, any Beneficial Owner, or any other person, other than DTC, of any notice with respect to the Obligations regarding accuracy Bonds, including any notice of redemption or mandatory tender, (iii) the selection by the Depository of the beneficial interests in the Bonds to be redeemed in the event the City elects to redeem the Bonds in part, (iv) the payment to any records maintained by DTC Participant, any Beneficial Owner, or DTC participantsany other person, the payments by DTC or DTC participants other than DTC, of any amount in with respect to the principal of principal or interest represented by on the Obligations, any notice which is permitted or required to be given to or by Owners hereunder (except such notice as is required to be given by the City to the Trustee or to DTC)Bonds, or (v) any consent given or any other action taken by the Depository as Owner of the Bonds. The Fiscal Agent may treat as and deem DTC to be the absolute Owner of each Bond for which DTC is acting as Depository for the purpose of payment of the principal of and interest on such Bonds, for the purpose of giving notices of prepayment and other matters with respect to such Bonds, for the purpose of registering transfers with respect to such Bonds, and for all purposes whatsoever. The Fiscal Agent shall pay all principal of and interest on the Bonds only to the Owners as shown on the Registration Books, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to the principal of and interest on the Bonds to the extent of the sums or sums so paid. No person other than an Owner, as shown on the Bond Register, shall receive a physical Bond. Upon delivery by DTC to the Fiscal Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the transfer provisions in Section 2.06 hereof, references to "Cede & Co." in this Section 2.12 shall refer to such new nominee of DTC. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Fiscal Agent and the City during any time that the Bonds are Outstanding, and discharging its responsibilities with respect thereto under applicable law. The City may terminate the services of DTC with respect to the Bonds if it determines that DTC is unable to discharge its responsibilities with respect to the Bonds or that continuation of the system of book-entry transfers through DTC is not in the best interest of the Beneficial Owners, and the City shall mail notice of such termination to the Fiscal Agent. Upon the termination of the services of DTC as Ownerprovided in the previous paragraph, and if no substitute Depository willing to undertake the functions hereunder can be found which is willing and able to undertake such functions upon reasonable or customary terms, or if the City determines that it is in the best interest the Beneficial Owners of the Bonds that they be able to obtain certificated Bonds, the Bonds shall no longer be restricted to being registered in the Bond Register of the Fiscal Agent in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or names the Owners shall designate at that time, in accordance with Section 2.06. To the extent that the Beneficial Owners are designated as the transferee by the Owners, in accordance with Section 2.06, the Bonds will be delivered to such Beneficial Owners as soon as practicable.

Book-Entry Only System. It is intended that the Authority Bonds, be registered so as to participate in a securities depository system with DTC (the “DTC System”), as set forth herein. The Trustee Authority Bonds shall be initially issued in the form of a separate single fully registered Authority Bond for each of the maturities of the Authority Bonds in the name of Cede & Co., as nominee of DTC. The Authority and the City Trustee are authorized to execute and deliver such letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including a representation letter in the form required by DTC (the “Representation Letter”). In the event of any conflict between the terms of any such letter or agreement, including the Representation Letter, and the terms of this Indenture, the terms of this Indenture shall control. DTC may exercise the rights of an Authority Bondholder only in accordance with the terms hereof applicable to the exercise of such rights. With respect to the Authority Bonds registered in the books of the Trustee in the name of Cede & Co., as nominee of DTC, the Authority and the Trustee, shall have no responsibility or obligation to any broker-dealer, bank or other financial institution for which DTC holds Authority Bonds from time to time enter intoas securities depository (each such broker-dealer, and discontinue, an agreement with bank or other financial institution being referred to herein as a Securities Depository as the Owner of the Obligations, to establish procedures with respect to the Obligations not inconsistent with the provisions of this Trust Agreement; provided, that, notwithstanding any other provisions of this Trust Agreement, any such agreement may provide that different provisions for notice to the Securities Depository may be set forth herein and that a legend shall appear on each Obligation so long as the Obligations are subject to such agreement. With respect to Obligations registered in the name of a Securities Depository (or its nominee), neither the Trustee nor the City shall have any obligation to any of its members or participants “DTC Participant”) or to any person on behalf of whom such a DTC Participant directly or indirectly holds an interest is held in the ObligationsAuthority Bonds (each such person being herein referred to as an “Indirect Participant”). It is hereby acknowledged that Without limiting the City immediately preceding sentence, Authority and the Trustee intend shall have no responsibility or obligation with respect to enter into an agreement with DTC in connection with (a) the execution and delivery accuracy of the Obligationsrecords of DTC, and while such agreement is Cede & Co. or any DTC Participant with respect to any ownership interest in effectthe Authority Bonds, (b) the procedures established therein shall apply delivery to the Obligations notwithstanding any DTC Participant or any Indirect Participant or any other provisions person, other than an Authority Bondholder, as shown in the Bond Register, of this Trust Agreement to the contrary. As long as DTC is the Securities Depository any notice with respect to the ObligationsAuthority Bonds, including any notice of redemption, (c) the payment to any DTC Participant or Indirect Participant or any other Person, other than an Authority Bondholder, as shown in the Bond Register, of any amount with respect to principal of, premium, if any, or interest on, the Authority Bonds, or (d) any consent given by DTC as registered owner. So long as certificates for the Authority Bonds are not issued pursuant to this Section 2.11 and the Authority Bonds are registered to DTC, the Authority, and the Trustee shall be a “treat DTC Direct Participant.” The Trustee shall not have or any responsibility successor securities depository as, and deem DTC or obligation any successor securities depository to DTC participants or be, the persons absolute owner of the Authority Bonds for whom they act as nominees all purposes whatsoever, including without limitation (i) the payment of principal and interest on the Authority Bonds, (ii) giving notice of redemption and other matters with respect to the Obligations regarding accuracy Authority Bonds, (iii) registering transfers with respect to the Authority Bonds and (iv) the selection of Authority Bonds for redemption. While in the DTC System, no person other than Cede & Co., or any records maintained successor thereto, as nominee for DTC, shall receive an Authority Bond certificate with respect to any Authority Bond. Notwithstanding any other provision of this Indenture to the contrary, so long as any of the Authority Bonds are registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Authority Bonds and all notices with respect to such Authority Bonds shall be made and given, respectively, in the manner provided in the Representation Letter. Upon delivery by DTC or DTC participants, the payments by DTC or DTC participants of any amount in respect of principal or interest represented by the Obligations, any notice which is permitted or required to be given to or by Owners hereunder (except such notice as is required to be given by the City to the Trustee or of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Indenture with respect to interest checks being mailed to the registered owner at the close of business on the Record Date applicable to any Interest Payment Date, the name “Cede & Co.” in this Indenture shall refer to such new nominee of DTC), or any consent given or any other action taken by DTC as Owner.

Book-Entry Only System. It is intended that the Bonds, be registered so as to participate in a securities depository system with DTC (the “DTC System”), as set forth herein. The Trustee and Bonds shall be initially issued in the City may from time to time enter into, and discontinue, an agreement with form of a Securities Depository as the Owner separate single fully registered Bond for each of the Obligationsmaturities of the Bonds in the name of Southwest Securities, Inc. and shall thereafter be assigned to establish procedures with respect to the Obligations not inconsistent with the provisions of this Trust Agreement; provided, that, notwithstanding any other provisions of this Trust Agreement, any such agreement may provide that different provisions for notice to the Securities Depository may be set forth herein and that a legend shall appear on each Obligation so long as the Obligations are subject to such agreement. With respect to Obligations registered in the name of a Securities Depository (or its nominee)Cede & Co., neither as nominee of DTC. The Successor Agency and the Trustee nor are authorized to execute and deliver such letters to or agreements with DTC as shall be necessary to effectuate the City DTC System, including a representation letter in the form required by DTC (the “Representation Letter”). In the event of any conflict between the terms of any such letter or agreement, including the Representation Letter, and the terms of this Indenture, the terms of this Indenture shall control. DTC may exercise the rights of an Owner only in accordance with the terms hereof applicable to the exercise of such rights. With respect to the Bonds registered in the books of the Trustee in the name of Cede & Co., as nominee of DTC, the Successor Agency and the Trustee, shall have any no responsibility or obligation to any of its members broker-dealer, bank or participants other financial institution for which DTC holds Bonds from time to time as securities depository (each such broker-dealer, bank or other financial institution being referred to herein as a “DTC Participant”) or to any person on behalf of whom such a DTC Participant directly or indirectly holds an interest is held in the ObligationsBonds (each such person being herein referred to as an “Indirect Participant”). It is hereby acknowledged that Without limiting the City immediately preceding sentence, Successor Agency and the Trustee intend shall have no responsibility or obligation with respect to enter into an agreement with DTC in connection with (a) the execution and delivery accuracy of the Obligationsrecords of DTC, and while such agreement is Cede & Co. or any DTC Participant with respect to any ownership interest in effectthe Bonds, (b) the procedures established therein shall apply delivery to the Obligations notwithstanding any DTC Participant or any Indirect Participant or any other provisions person, other than an Owner, as shown in the Register, of this Trust Agreement to the contrary. As long as DTC is the Securities Depository any notice with respect to the ObligationsBonds, including any notice of redemption, (c) the payment to any DTC Participant or Indirect Participant or any other Person, other than an Owner, as shown in the Register, of any amount with respect to principal of, premium, if any, or interest on, the Bonds or (d) any consent given by DTC as registered owner. So long as certificates for the Bonds are not issued pursuant to Section 2.12 and the Bonds are registered to DTC, the Successor Agency, and the Trustee shall be a “treat DTC Direct Participant.” The Trustee shall not have or any responsibility successor securities depository as, and deem DTC or obligation any successor securities depository to DTC participants or be, the persons absolute owner of the Bonds for whom they act as nominees all purposes whatsoever, including without limitation (i) the payment of principal and interest on the Bonds, (ii) giving notice of redemption and other matters with respect to the Obligations regarding accuracy Bonds, (iii) registering transfers with respect to the Bonds and (iv) the selection of Bonds for redemption. While in the DTC System, no person other than Cede & Co., or any records maintained successor thereto, as nominee for DTC, shall receive a Bond certificate with respect to any Bond. Notwithstanding any other provision of this Indenture to the contrary, so long as any of the Bonds are registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bonds and all notices with respect to such Bonds shall be made and given, respectively, in the manner provided in the Representation Letter. Upon delivery by DTC or DTC participants, the payments by DTC or DTC participants of any amount in respect of principal or interest represented by the Obligations, any notice which is permitted or required to be given to or by Owners hereunder (except such notice as is required to be given by the City to the Trustee or of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Indenture with respect to interest checks being mailed to the registered owner at the close of business on the Record Date applicable to any Interest Payment Date, the name “Cede & Co.” in this Indenture shall refer to such new nominee of DTC), or any consent given or any other action taken by DTC as Owner.

Book-Entry Only System. DTC shall act as the initial Depository for the 2016 Bonds. One 2016 Bond for each maturity of the 2016 Bonds shall be initially executed, authenticated, and delivered as set forth herein with a separate fully registered certificate (in print or typewritten form). Upon initial execution, authentication, and delivery, the ownership of the 2016 Bonds shall be registered in the Registration Books in the name of Cede & Co., as nominee of DTC or such nominee as DTC shall appoint in writing. The Trustee representatives of the City and the City Fiscal Agent are hereby authorized to take any and all actions as may from time to time enter into, be necessary and discontinue, an agreement with a Securities Depository as the Owner of the Obligations, to establish procedures with respect to the Obligations not inconsistent with this Agreement to qualify the provisions 2016 Bonds for the Depository’s book-entry system, including the execution of this Trust Agreement; provided, that, notwithstanding any other provisions of this Trust Agreement, any such agreement may provide that different provisions for notice to the Securities Depository may be set forth herein and that a legend shall appear on each Obligation so long as the Obligations are subject to such agreementDepository’s required representation letter. With respect to Obligations Bonds registered in the Registration Books in the name of a Securities Depository (or its nominee)Cede & Co., as nominee of DTC, neither the Trustee City nor the City Fiscal Agent shall have any obligation to any of its members or participants or to any person on behalf of whom an interest is held in the Obligations. It is hereby acknowledged that the City and the Trustee intend to enter into an agreement with DTC in connection with the execution and delivery of the Obligations, and while such agreement is in effect, the procedures established therein shall apply to the Obligations notwithstanding any other provisions of this Trust Agreement to the contrary. As long as DTC is the Securities Depository with respect to the Obligations, the Trustee shall be a “DTC Direct Participant.” The Trustee shall not have any responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC participants holds Bonds as Depository from time to time (the “DTC Participants”) or to any person for which a DTC Participant acquires an interest in the persons for whom they act as nominees Bonds (the “Beneficial Owners”). Without limiting the immediately preceding sentence, neither the City nor the Fiscal Agent shall have any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant, any Beneficial Owner, or any other person, other than DTC, of any notice with respect to the Obligations regarding accuracy Bonds, including any notice of redemption, (iii) the selection by the Depository of the beneficial interests in the Bonds to be redeemed in the event the City elects to redeem the Bonds in part, (iv) the payment to any records maintained by DTC Participant, any Beneficial Owner, or DTC participantsany other person, the payments by DTC or DTC participants other than DTC, of any amount in with respect to the principal of principal or interest represented by on the Obligations, any notice which is permitted or required to be given to or by Owners hereunder (except such notice as is required to be given by the City to the Trustee or to DTC)Bonds, or (v) any consent given or any other action taken by the Depository as Owner of the Bonds; except that so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, any Beneficial Owner of $1,000,000 or more in aggregate principal amount of any series of Bonds who has filed a written request to receive notices, containing such Beneficial Owner’s name and address, with the Fiscal Agent shall be provided with all notices relating to such Bonds by the Fiscal Agent. Except as set forth above, the Fiscal Agent may treat as and deem DTC to be the absolute Owner of each Bond for which DTC is acting as Depository for the purpose of payment of the principal of and interest on such Bonds, for the purpose of giving notices of redemption and other matters with respect to such Bonds, for the purpose of registering transfers with respect to such Bonds, and for all purposes whatsoever. The Fiscal Agent shall pay all principal of and interest on the Bonds only to or upon the order of the Owners as shown on the Registration Books, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to the principal of and interest on the Bonds to the extent of the amounts so paid. No person other than an Owner, as shown on the Registration Books, shall receive a physical Bond. Upon delivery by DTC to the Fiscal Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the transfer provisions in Section 2.06 hereof, references to “Cede & Co.” in this Section 2.13 shall refer to such new nominee of DTC. DTC may determine to discontinue providing its services with respect to the 2016 Bonds at any time by giving written notice to the Fiscal Agent during any time that the 2016 Bonds are Outstanding, and discharging its responsibilities with respect thereto under applicable law. The City may terminate the services of DTC with respect to the 2016 Bonds if it determines that DTC is unable to discharge its responsibilities with respect to the 2016 Bonds or that continuation of the system of book-entry transfers through DTC is not in the best interest of the Beneficial Owners, and the City shall mail notice of such termination to the Fiscal Agent. Upon the termination of the services of DTC as Ownerprovided in the previous paragraph, and if no substitute Depository willing to undertake the functions hereunder can be found which is willing and able to undertake such functions upon reasonable or customary terms, or if the City determines that it is in the best interest of the Beneficial Owners of the 2016 Bonds that they be able to obtain certificated Bonds, the 2016 Bonds shall no longer be restricted to being registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or names the Owners shall designate at that time, in accordance with Section 2.06. To the extent that the Beneficial Owners are designated as the transferee by the Owners, in accordance with Section 2.06 the 2016 Bonds will be delivered to such Beneficial Owners as soon as practicable.

Book-Entry Only System. DTC shall act as the initial Depository for the 2013 Bonds. One 2013 Bond for each maturity of the 2013 Bonds shall be initially executed, authenticated, and delivered as set forth herein with a separate fully registered certificate (in print or typewritten form). Upon initial execution, authentication, and delivery, the ownership of the 2013 Bonds shall be registered in the Registration Books kept by the Fiscal Agent for the Bonds in the name of Cede & Co., as nominee of DTC or such nominee as DTC shall appoint in writing. The Trustee representatives of the County and the City Fiscal Agent are hereby authorized to take any and all actions as may from time to time enter into, be necessary and discontinue, an agreement with a Securities Depository as the Owner of the Obligations, to establish procedures with respect to the Obligations not inconsistent with this Agreement to qualify the provisions 2013 Bonds for the Depository’s book-entry system, including the execution of this Trust Agreement; provided, that, notwithstanding any other provisions of this Trust Agreement, any such agreement may provide that different provisions for notice to the Securities Depository may be set forth herein and that a legend shall appear on each Obligation so long as the Obligations are subject to such agreementDepository’s required representation letter. With respect to Obligations Bonds registered in the Registration Books in the name of a Securities Depository (or its nominee)Cede & Co., as nominee of DTC, neither the Trustee County nor the City Fiscal Agent shall have any obligation to any of its members or participants or to any person on behalf of whom an interest is held in the Obligations. It is hereby acknowledged that the City and the Trustee intend to enter into an agreement with DTC in connection with the execution and delivery of the Obligations, and while such agreement is in effect, the procedures established therein shall apply to the Obligations notwithstanding any other provisions of this Trust Agreement to the contrary. As long as DTC is the Securities Depository with respect to the Obligations, the Trustee shall be a “DTC Direct Participant.” The Trustee shall not have any responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC participants holds Bonds as Depository from time to time (the “DTC Participants”) or to any person for which a DTC Participant acquires an interest in the persons for whom they act as nominees Bonds (the “Beneficial Owners”). Without limiting the immediately preceding sentence, neither the County nor the Fiscal Agent shall have any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant, any Beneficial Owner, or any other person, other than DTC, of any notice with respect to the Obligations regarding accuracy Bonds, including any notice of redemption, (iii) the selection by the Depository of the beneficial interests in the Bonds to be redeemed in the event the County elects to redeem the Bonds in part, (iv) the payment to any records maintained by DTC Participant, any Beneficial Owner, or DTC participantsany other person, the payments by DTC or DTC participants other than DTC, of any amount in with respect to the principal of principal or interest represented by on the Obligations, any notice which is permitted or required to be given to or by Owners hereunder (except such notice as is required to be given by the City to the Trustee or to DTC)Bonds, or (v) any consent given or any other action taken by the Depository as Owner of the Bonds; except that so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, any Beneficial Owner of $1,000,000 or more in aggregate principal amount of any series of Bonds who has filed a written request to receive notices, containing such Beneficial Owner’s name and address, with the Fiscal Agent shall be provided with all notices relating to such Bonds by the Fiscal Agent. Except as set forth above, the Fiscal Agent may treat as and deem DTC to be the absolute Owner of each Bond for which DTC is acting as Depository for the purpose of payment of the principal of and interest on such Bonds, for the purpose of giving notices of redemption and other matters with respect to such Bonds, for the purpose of registering transfers with respect to such Bonds, and for all purposes whatsoever. The Fiscal Agent shall pay all principal of and interest on the Bonds only to or upon the order of the Owners as shown on the Registration Books, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to the principal of and interest on the Bonds to the extent of the sums or sums so paid. No person other than an Owner, as shown on the Registration Books, shall receive a physical Bond. Upon delivery by DTC to the Fiscal Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the transfer provisions in Section 2.06 hereof, references to “Cede & Co.” in this Section 2.13 shall refer to such new nominee of DTC. DTC may determine to discontinue providing its services with respect to the 2013 Bonds at any time by giving written notice to the Fiscal Agent during any time that the 2013 Bonds are Outstanding, and discharging its responsibilities with respect thereto under applicable law. The County may terminate the services of DTC with respect to the 2013 Bonds if it determines that DTC is unable to discharge its responsibilities with respect to the 2013 Bonds or that continuation of the system of book-entry transfers through DTC is not in the best interest of the Beneficial Owners, and the County shall mail notice of such termination to the Fiscal Agent. Upon the termination of the services of DTC as Ownerprovided in the previous paragraph, and if no substitute Depository willing to undertake the functions hereunder can be found which is willing and able to undertake such functions upon reasonable or customary terms, or if the County determines that it is in the best interest of the Beneficial Owners of the 2013 Bonds that they be able to obtain certificated Bonds, the 2013 Bonds shall no longer be restricted to being registered in the Registration Books of the Fiscal Agent in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or name the Owners shall designate at that time, in accordance with Section 2.06. To the extent that the Beneficial Owners are designated as the transferee by the Owners, in accordance with Section 2.06 the 2013 Bonds will be delivered to such Beneficial Owners as soon as practicable.

Book-Entry Only System. The Trustee and the City Town may from time to time enter into, and discontinue, an agreement with a Securities Depository as which is the Owner of the Obligations, to establish procedures with respect to the Obligations not inconsistent inconsis tent with the provisions of this Trust Agreement; provided, that, notwithstanding any other provisions of this Trust Agreement, any such agreement may provide that different provisions for notice to the Securities Depository may be set forth herein and that a legend shall appear on each Obligation Obligatio n so long as the Obligations are subject to such agreement. With respect to Obligations registered in the name of a Securities Depository (or its nominee), neither the Trustee nor the City Town shall have any obligation to any of its members or participants or to any person on behalf of whom an interest is held in the Obligations. It is hereby acknowledged that the City Town and the Trustee intend to enter into an agreement with DTC in connection with the execution and delivery of the Obligations, and while such agreement is in effect, the procedures established therein shall apply to the Obligations notwithstanding any other provisions of this Trust Agreement to the contrary. As long as DTC is the Securities Depository with respect to the Obligations, the Trustee shall be a “DTC Direct Participant.” The Trustee shall not have any responsibility or obligation to DTC participants or the persons for whom they act as nominees with respect to the Obligations regarding accuracy of any records maintained by DTC or DTC participants, the payments by DTC or DTC participants of any amount in respect of principal principal, redemption price or interest represented by on the ObligationsObligatio ns, any notice which is permitted or required to be given to or by Owners hereunder (except such notice as is required to be given by the City Town to the Trustee or to DTC), or any consent given or any other action taken by DTC as Owner.

Book-Entry Only System. The Trustee and the City may from time to time enter into, and discontinue, an agreement with a Securities Depository as the Owner Notwithstanding any provision of the Obligations, to establish procedures with respect this Indenture to the Obligations not inconsistent with contrary, the provisions of this Trust Agreement; providedIssuer may direct that all Bonds issued hereunder shall be issued in a Book-Entry System, that, notwithstanding any other provisions of this Trust Agreement, any such agreement may provide that different provisions for notice to the Securities Depository may be set forth herein and that a legend shall appear on each Obligation so long as the Obligations are subject to such agreement. With respect to Obligations registered in the name of a Securities Depository (or its nominee)nominee as registered owner of the Bonds, and held in the custody of that Depository. Unless otherwise requested by a Depository, a single certificate will be issued and delivered to the Depository for each maturity of Bonds. Beneficial Owners of Bonds in a Book-Entry System will not receive physical delivery of Bond certificates except as provided hereinafter. For so long as a Depository shall continue to serve as securities depository for the Bonds as provided herein, all transfers of Beneficial Ownership Interests will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring Beneficial Ownership Interests of Bonds is to receive, hold or deliver any Bond certificate; provided, that, if a Depository fails or refuses to act as securities depository for the Bonds, the Issuer shall take the actions necessary to provide for the issuance of Bond certificates to the Holders of such Bonds. OHSUSA:763098104.5 With respect to Bonds registered in the name of a Depository, the Issuer, the Borrower and the Trustee shall have no responsibility or obligation to any participant therein or to any Person on whose behalf any participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, neither the Trustee nor the City shall have any obligation to any of its members or participants or to any person on behalf of whom an interest is held in the Obligations. It is hereby acknowledged that the City and the Trustee intend to enter into an agreement with DTC in connection with the execution and delivery of the Obligations, and while such agreement is in effectIssuer, the procedures established therein shall apply to the Obligations notwithstanding any other provisions of this Trust Agreement to the contrary. As long as DTC is the Securities Depository with respect to the Obligations, Borrower nor the Trustee shall be a “DTC Direct Participant.” The Trustee shall not have any responsibility or obligation with respect to DTC participants (a) the accuracy of the records of the Depository or any participant therein or any other Person, other than a registered owner of the persons for whom they act Bonds, as nominees shown in the Register, or any notice with respect to the Obligations regarding accuracy Bonds or (b) the payment to any participant in the Depository or any other Person, other than a registered owner of any records maintained by DTC or DTC participantsthe Bonds, as shown in the payments by DTC or DTC participants Register, of any amount in with respect to principal of principal or interest represented by on or purchase price of the ObligationsBonds. Replacement Bonds may be issued directly to Beneficial Owners of Bonds other than a Depository, any or its nominee, but only in the event that (a) the Depository determines not to continue to act as securities depository for the Bonds (which determination shall become effective no less than 90 days after written notice which is permitted or required to be given to or by Owners hereunder (except such notice as is required to be given by the City effect to the Trustee or to DTCIssuer and the Trustee), or any consent given or any other action taken by DTC as Owner.; or

Book-Entry Only System. The Trustee and Unless an Authorized Representative shall otherwise direct or unless otherwise specified in a Supplemental Indenture, all Obligations issued hereunder shall be issued as Book-Entry Obligations in fully registered form. Book-Entry Obligations shall be registered in the City may from time to time enter into, and discontinue, an agreement with a Securities Depository as the Owner name of the Obligations, to establish procedures with respect to the Obligations not inconsistent with the provisions of this Trust Agreement; provided, that, notwithstanding any other provisions of this Trust Agreement, any such agreement may provide that different provisions for notice to the Securities Depository may be set forth herein or its Nominee as directed by such Securities Depository. DTC shall act as the initial Securities Depository and that a legend shall appear on each Obligation has designated Cede & Co. as its Nominee. Beneficial Owners of Obligations will not receive physical delivery of bond certificates except as provided hereinafter. For so long as DTC shall continue to serve as Securities Depository for the Obligations are subject as provided herein, all transfers of beneficial ownership interests will be made by book-entry only, and no person purchasing, selling or otherwise transferring beneficial ownership of Obligations is to such agreementreceive, hold or deliver any Obligation certificate. With respect to Obligations registered in the name of a Securities Depository (or its nominee)Cede & Co., neither as Nominee of DTC, the Commission and the Trustee nor the City shall have any no responsibility or obligation to any of its members or participants participant in DTC (each, a “DTC Participant”) or to any person on whose behalf of whom a DTC Participant holds an interest is held in the Obligations. It is hereby acknowledged that Without limiting the City immediately preceding sentence, the Commission and the Trustee intend shall have no responsibility or obligation with respect to enter into an agreement (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Obligations, (ii) the delivery to any DTC in connection with the execution and delivery Participant or any other person, other than a registered owner of the Obligations, and while such agreement is in effectas shown on the registration books, the procedures established therein shall apply to the Obligations notwithstanding of any other provisions of this Trust Agreement to the contrary. As long as DTC is the Securities Depository notice with respect to the Obligations, including any notice of redemption or mandatory tender, or (iii) the Trustee shall be payment to any DTC Participant or any other person, other than a “DTC Direct Participant.” The Trustee shall not have registered owner of the Obligations, as shown in the registration books, of any responsibility or obligation to DTC participants or the persons for whom they act as nominees amount with respect to principal or Purchase Price of, or premium, if any, or interest on, the Obligations. Replacement Obligations may be issued directly to Beneficial Owners of Obligations other than DTC, or its Nominee, but only in the event that: (i) DTC determines not to continue to act as Securities Depository for the Obligations regarding accuracy (which determination shall become effective no less than 90 days after written notice to such effect to the Commission and the Trustee); or (ii) an Authorized Representative has advised DTC of its determination (which determination is conclusive as to DTC and Beneficial Owners of the Obligations) that DTC is incapable of discharging its duties as Securities Depository for the Obligations; or (iii) the Commission has determined (which determination is conclusive as to DTC and the Beneficial Owners of the Obligations) that the interests of the Beneficial Owners of the Obligations might be adversely affected if such book-entry only system of registration and transfer is continued. Upon occurrence of any records maintained by DTC or DTC participantsof the foregoing events, the payments by DTC Commission shall use its best efforts to attempt to locate another qualified Securities Depository. If the Commission fails to locate another qualified Securities Depository to replace DTC, the Commission shall cause to be authenticated and delivered replacement Obligations, in certificate form, to the Beneficial Owners of the Obligations. In the event that the Commission makes the determination noted in (ii) or DTC participants (iii) above (provided that the Commission undertakes no obligation to make any investigation to determine the occurrence of any amount events that would permit the Commission to make any such determination), and has made provisions to notify the Beneficial Owners of Obligations of such determination by mailing an appropriate notice to DTC and its Nominee, the Commission shall cause to be issued replacement Obligations in respect certificate form to Beneficial Owners of principal or interest represented by the Obligations as shown on the records of DTC provided to the Commission. Whenever, during the term of the Obligations, the Beneficial Ownership thereof is determined by book-entry at DTC, (i) the requirements in this Indenture of holding, delivering or transferring Obligations shall be deemed modified to require the appropriate person or entity to meet the requirements of DTC as to registering or transferring the book entry to produce the same effect and (ii) delivery of the Obligations and notices to Bondholders will be in accordance with arrangements among the Commission, the Trustee and DTC notwithstanding any notice which is permitted or required to be given to or by Owners hereunder (except such notice as is required to be given by the City provision of this Indenture to the contrary. The Trustee and the Commission, acting by and through an Authorized Representative, are authorized to enter into a letter of representations with DTC to implement the book-entry only system of Obligation registration described above and all payments of principal, Purchase Price, interest and premium, if any, shall be made in accordance with the letter of representations with DTC. If at any time, DTC ceases to hold the Obligations in book-entry form, all references herein to DTC shall be of no further force or to DTC), or any consent given or any other action taken by DTC as Ownereffect.

Book-Entry Only System. DTC shall act as the initial Depository for the Bonds. One Bond for each maturity of the Bonds shall be initially executed, authenticated, and delivered as set forth herein as a separate fully registered certificate (in printed or typewritten form). Upon initial execution, authentication, and delivery, the ownership of the Bonds shall be registered in the Bond Register kept by the Fiscal Agent for the Bonds in the name of Cede & Co, as nominee of DTC or such nominee as DTC shall appoint in writing. The Trustee Authorized Officers and the City Fiscal Agent are hereby authorized to take any and all actions as may from time to time enter into, be necessary and discontinue, an agreement with a Securities Depository as the Owner of the Obligations, to establish procedures with respect to the Obligations not inconsistent with this Agreement to qualify the provisions Bonds for the Depository's book-entry system, including the execution of this Trust Agreement; provided, that, notwithstanding any other provisions of this Trust Agreement, any such agreement may provide that different provisions for notice to the Securities Depository may be set forth herein and that a legend shall appear on each Obligation so long as the Obligations are subject to such agreementDepository's required representation letter. With respect to Obligations Bonds registered in the Bond Register in the name of a Securities Depository (or its nominee)Cede & Co, neither the Trustee nor the City shall have any obligation to any as nominee of its members or participants or to any person on behalf of whom an interest is held in the Obligations. It is hereby acknowledged that the City and the Trustee intend to enter into an agreement with DTC in connection with the execution and delivery of the Obligations, and while such agreement is in effectDTC, the procedures established therein shall apply to the Obligations notwithstanding any other provisions of this Trust Agreement to the contrary. As long as DTC is the Securities Depository with respect to the Obligations, the Trustee shall be a “DTC Direct Participant.” The Trustee Fiscal Agent shall not have any responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC participants holds Bonds as Depository from time to time (the "DTC Participants") or to any person for which a DTC Participant acquires an interest in the persons for whom they act as nominees Bonds (the "Beneficial Owners"). Without limiting the immediately preceding sentence, the Fiscal Agent shall not have any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co, or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant, any Beneficial Owner, or any other person, other than DTC, of any notice with respect to the Obligations regarding accuracy Bonds, including any notice of redemption or mandatory tender, (iii) the selection by the Depository of the beneficial interests in the Bonds to be redeemed in the event the City elects to redeem the Bonds in part, (iv) the payment to any records maintained by DTC Participant, any Beneficial Owner, or DTC participantsany other person, the payments by DTC or DTC participants other than DTC, of any amount in with respect to the principal of principal or interest represented by on the Obligations, any notice which is permitted or required to be given to or by Owners hereunder (except such notice as is required to be given by the City to the Trustee or to DTC)Bonds, or (v) any consent given or any other action taken by the Depository as Owner of the Bonds. The Fiscal Agent may treat as and deem DTC to be the absolute Owner of each Bond for which DTC is acting as Depository for the purpose of payment of the principal of and interest on such Bonds, for the purpose of giving notices of prepayment and other matters with respect to such Bonds, for the purpose of registering transfers with respect to such Bonds, and for all purposes whatsoever. The Fiscal Agent shall pay all principal of and interest on the Bonds only to the Owners as shown on the Registration Books, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to the principal of and interest on the Bonds to the extent of the sums or sums so paid. No person other than an Owner, as shown on the Bond Register, shall receive a physical Bond. Upon delivery by DTC to the Fiscal Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the transfer provisions in Section 2.06 hereof, references to "Cede & Co." in this Section 2.12 shall refer to such new nominee of DTC. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Fiscal Agent and the City during any time that the Bonds are Outstanding, and discharging its responsibilities with respect thereto under applicable law. The City may terminate the services of DTC with respect to the Bonds if it determines that DTC is unable to discharge its responsibilities with respect to the Bonds or that continuation of the system of book-entry transfers through DTC is not in the best interest of the Beneficial Owners, and the City shall mail notice of such termination to the Fiscal Agent. Upon the termination of the services of DTC as Ownerprovided in the previous paragraph, and if no substitute Depository willing to undertake the functions hereunder can be found which is willing and able to undertake such functions upon reasonable or customary terms, or if the City determines that it is in the best interest the Beneficial Owners of the Bonds that they be able to obtain certificated Bonds, the Bonds shall no longer be restricted to being registered in the Bond Register of the Fiscal Agent in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or name the Owners shall designate at that time, in accordance with Section 2.06. To the extent that the Beneficial Owners are designated as the transferee by the Owners, in accordance with Section 2.06, the Bonds will be delivered to such Beneficial Owners as soon as practicable.

Book-Entry Only System. DTC shall act as the initial Depository for the Bonds. One Bond for each maturity of the Bonds shall be initially executed, authenticated, and delivered as set forth herein with a separate fully registered certificate (in print or typewritten form). Upon initial execution, authentication, and delivery, the ownership of the Bonds shall be registered in the Bond register kept by the Fiscal Agent for the Bonds in the name of Cede & Co., as nominee of DTC or such nominee as DTC shall appoint in writing. The Trustee Authorized Officers of the City and the City Fiscal Agent are hereby authorized to take any and all actions as may from time to time enter into, be necessary and discontinue, an agreement with a Securities Depository as the Owner of the Obligations, to establish procedures with respect to the Obligations not inconsistent with this Agreement to qualify the provisions Bonds for the Depository’s book-entry system, including the execution of this Trust Agreement; provided, that, notwithstanding any other provisions of this Trust Agreement, any such agreement may provide that different provisions for notice to the Securities Depository may be set forth herein and that a legend shall appear on each Obligation so long as the Obligations are subject to such agreementDepository’s required representation letter. With respect to Obligations Bonds registered in the Bond register in the name of a Securities Depository (or its nominee)Cede & Co., as nominee of DTC, neither the Trustee City nor the City Agent shall have any obligation to any of its members or participants or to any person on behalf of whom an interest is held in the Obligations. It is hereby acknowledged that the City and the Trustee intend to enter into an agreement with DTC in connection with the execution and delivery of the Obligations, and while such agreement is in effect, the procedures established therein shall apply to the Obligations notwithstanding any other provisions of this Trust Agreement to the contrary. As long as DTC is the Securities Depository with respect to the Obligations, the Trustee shall be a “DTC Direct Participant.” The Trustee shall not have any responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC participants holds Bonds as Depository from time to time (the “DTC Participants”) or to any person for which a DTC Participant acquires an interest in the persons for whom they act as nominees Bonds (the “Beneficial Owners”). Without limiting the immediately preceding sentence, neither the City nor the Fiscal Agent shall have any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant, any Beneficial Owner, or any other person, other than DTC, of any notice with respect to the Obligations regarding accuracy of Bonds, including any records maintained by DTC or DTC participants, the payments by DTC or DTC participants of any amount in respect of principal or interest represented by the Obligations, any notice which is permitted or required Bonds to be given to or by Owners hereunder (except such notice as is required to be given by redeemed in the event the City elects to redeem the Trustee or to DTC)Bonds, or any consent given or any other action taken by DTC as Owner.in part,

Book-Entry Only System. The Trustee and the City may from time to time enter into, and discontinue, an agreement with a Securities Depository as the Owner Upon issuance of the ObligationsBonds, to establish procedures with respect to the Obligations not inconsistent with the provisions of this Trust Agreement; provided, that, notwithstanding any other provisions of this Trust Agreement, any such agreement may provide that different provisions for notice to the Securities Depository may one fully-registered Bond will be set forth herein and that a legend shall appear on each Obligation so long as the Obligations are subject to such agreement. With respect to Obligations registered in the name of a Cede & Co., as nominee for The Depository Trust Company (the "Securities Depository") in the aggregate principal amount of the Bonds. So long as Cede & Co. is the registered owner of the Bonds, as nominee of the Securities Depository, references herein to the holders of the Bonds or registered owner of the Bonds shall mean Cede & Co. and shall not mean the beneficial owners of the Bonds. The Letter of Representations in substantially the form attached hereto as Exhibit A, with such changes, omissions, insertions and revisions as the Clerk of the Board of Supervisors of the County and the Trustee may approve at any time, is hereby approved, and the County and the Trustee shall execute and deliver such Letter of Representations. The approval of the County and the Trustee of any changes, omissions, insertions and revisions to the Letter of Representations shall be conclusively established by the execution of the Letter of Representations by [Clerk of the Board of Supervisors] of the County and the Trustee. Transfers of beneficial ownership interests in the Bonds will be accomplished by book entries made by the Securities Depository, and, in turn by the participants in the Securities Depository (the "Participants") who act on behalf of the indirect participants in the Securities Depository (the "Indirect Participants") and the beneficial owners of the Bonds. For each transfer and exchange of beneficial ownership in the Bonds, the beneficial owner may be charged a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto. The Trustee and the County shall recognize the Securities Depository or its nominee), neither Cede & Co., as the Trustee nor the City shall have any obligation to any of its members or participants or to any person on behalf of whom an interest is held in the Obligations. It is hereby acknowledged that the City and the Trustee intend to enter into an agreement with DTC in connection with the execution and delivery owner of the ObligationsBonds for all purposes, including notices and while such agreement is in effect, the procedures established therein shall apply to the Obligations notwithstanding any voting. Conveyance of notices and other provisions of this Trust Agreement to the contrary. As long as DTC is communications by the Securities Depository to Participants and by such Participants to Indirect Participants, and by Participants and Indirect Participants to beneficial owners of the Bonds will be governed by arrangements among the Securities Depository, the Participants and the Indirect Participants, subject to any statutory and regulatory requirements as may be in effect from time to time. NEITHER THE COUNTY NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO THE PARTICIPANTS OR INDIRECT PARTICIPANTS OR THE BENEFICIAL OWNERS OF THE BONDS WITH RESPECT TO (i) THE ACCURACY OF ANY RECORDS MAINTAINED BY THE SECURITIES DEPOSITORY OR ANY SUCH PARTICIPANT OR INDIRECT PARTICIPANT; (ii) THE PAYMENT BY THE SECURITIES DEPOSITORY OR ANY SUCH PARTICIPANT OR INDIRECT PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL AMOUNT OR REDEMPTION PRICE OF OR INTEREST ON THE BONDS; (iii) THE DELIVERY TO THE SECURITIES DEPOSITORY OR ANY SUCH PARTICIPANT OR ANY INDIRECT PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER THAT IS REQUIRED OR PERMITTED TO BE GIVEN TO HOLDERS OF THE BONDS UNDER THE TERMS OF THIS INDENTURE; (iv) THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BONDS; OR (v) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY THE SECURITIES DEPOSITORY AS HOLDER OF THE BONDS. The Securities Depository may determine to discontinue providing its services with respect to the Obligations, the Trustee shall be a “DTC Direct Participant.” The Trustee shall not have Bonds at any responsibility or obligation to DTC participants or the persons for whom they act as nominees with respect to the Obligations regarding accuracy of any records maintained time by DTC or DTC participants, the payments by DTC or DTC participants of any amount in respect of principal or interest represented by the Obligations, any giving notice which is permitted or required to be given to or by Owners hereunder (except such notice as is required to be given by the City to the Trustee or to DTC)and discharging its responsibilities with respect thereto under the applicable law. In such event, or in the event the County at the request of the Company elects to use a similar book-entry system with another securities depository, there may be a successor securities depository (all references to the Securities Depository include any consent given or such successor). The County at the request of the Company may also determine to discontinue participation in the system of book- entry transfer through the Securities Depository at any other action taken time by DTC giving reasonable notice to the Securities Depository. If the book-entry system is terminated, Bond certificates will be delivered to the beneficial owners, at the expense of the Company, as Ownerprovided herein. The beneficial owners of the Bonds, upon registration of certificates held in the beneficial owners' names, will then become the registered owners of the Bonds and registration, transfer and exchange of the Bonds by such owners will be governed by Section 2.05 herein.

Book-Entry Only System. DTC shall act as the initial Depository for the Bonds. One Bond for each maturity of each series of the Bonds shall be initially executed, authenticated, and delivered as set forth herein with a separate fully registered certificate (in print or typewritten form). Upon initial execution, authentication, and delivery, the ownership of the Bonds shall be registered in the Bond register kept by the Fiscal Agent for the Bonds in the name of Cede & Co., as nominee of DTC or such other nominee as DTC shall appoint in writing. The Trustee Authorized Officers of the City and the City Fiscal Agent are hereby authorized to take any and all actions as may from time to time enter into, be necessary and discontinue, an agreement with a Securities Depository as the Owner of the Obligations, to establish procedures with respect to the Obligations not inconsistent with this Agreement to qualify the provisions Bonds for the Depository’s book-entry system, including the execution of this Trust Agreement; provided, that, notwithstanding any other provisions of this Trust Agreement, any such agreement may provide that different provisions for notice to the Securities Depository may be set forth herein and that a legend shall appear on each Obligation so long as the Obligations are subject to such agreementDepository’s required representation letter. With respect to Obligations Bonds registered in the Bond register in the name of a Securities Depository (or its nominee)Cede & Co., as nominee of DTC, neither the Trustee City nor the City Fiscal Agent shall have any obligation to any of its members or participants or to any person on behalf of whom an interest is held in the Obligations. It is hereby acknowledged that the City and the Trustee intend to enter into an agreement with DTC in connection with the execution and delivery of the Obligations, and while such agreement is in effect, the procedures established therein shall apply to the Obligations notwithstanding any other provisions of this Trust Agreement to the contrary. As long as DTC is the Securities Depository with respect to the Obligations, the Trustee shall be a “DTC Direct Participant.” The Trustee shall not have any responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC participants holds Bonds as Depository from time to time (the “DTC Participants”) or to any person for which a DTC Participant acquires an interest in the persons for whom they act as nominees Bonds (the “Beneficial Owners”). Without limiting the immediately preceding sentence, neither the City nor the Fiscal Agent shall have any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant, any Beneficial Owner, or any other person, other than DTC, of any notice with respect to the Obligations regarding accuracy Bonds, including any Bonds to be redeemed in the event the City elects to redeem the Bonds, in part, (iii) the selection by the Depository of any records maintained by DTC or DTC participantsthe beneficial interests in the Bonds to be redeemed in the event the City elects to redeem the Bonds in part, (iv) the payments by to any DTC Participant, any Beneficial Owner, or DTC participants any person, other than DTC, of any amount in with respect to the principal of principal or interest represented by or premium on the Obligations, any notice which is permitted or required to be given to or by Owners hereunder (except such notice as is required to be given by the City to the Trustee or to DTC)Bonds, or (v) any consent given or any other action taken by the Depository as Owner of the Bonds. Except as set forth above, the City and the Fiscal Agent may treat as and deem DTC to be the absolute Owner of each Bond, for which DTC is acting as Depository for the purpose of payment of the principal of and premium and interest on such Bonds, for the purpose of giving notices of redemption and other matters with respect to such Bonds, for the purpose of registering transfers with respect to such Bonds, and for all purposes whatsoever. The Fiscal Agent on behalf of the City shall pay all principal of and premium and interest on the Bonds only to or upon the order of the Owners as shown on the Bond register, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to the principal of and premium and interest on the Bonds to the extent of the sums or sums so paid. No person other than an Owner, as shown on the Bond register, shall receive a physical Bond. Upon delivery by DTC to the City and the Fiscal Agent of written notice to the effect the DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the transfer provisions in Section 2.06 hereof, references to “Cede & Co.” in this Section 2.10 shall refer to such new nominee of DTC. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the City and to the Fiscal Agent during any time that the Bonds are Outstanding, and discharging its responsibilities with respect thereto under applicable law. The City may terminate the services of DTC with respect to the Bonds if it determines that DTC is unable to discharge its responsibilities with respect to the Bonds or that continuation of the system of book-entry transfer through DTC is not in the best interest of the Beneficial Owners, and the City shall mail notice of such termination to the Fiscal Agent. Upon termination of the services of DTC as Ownerprovided in the previous paragraph, and if no substitute Depository willing to undertake the functions hereunder can be found which is willing and above to undertake such functions upon reasonable or customary terms, or if the City determines that it is in the best interest of the Beneficial Owners of the Bonds that they be able to obtain certified Bonds, the Bonds shall no longer be restricted to being registered in the Bond register of the Fiscal Agent in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or names the Owners shall designate at that time, in accordance with Section 2.06. To the extent that the Beneficial Owners are designated as the transferee by the Owners, in accordance with Section 2.06, the Bonds will be delivered to such Beneficial Owners.

Book-Entry Only System. The Trustee and Bonds shall be initially issued in the City may from time to time enter intoform of a separate single fully registered bond. Upon initial issuance, the initial issuance, the ownership of each such Bond shall be registered in the Bond Register in the name of Cede & Co., as nominee of DTC, and discontinueexcept as hereafter provided, an agreement with a Securities Depository as the Owner all of the Obligationsoutstanding Bond shall be registered in the Bond Register in the name of Cede & Co., to establish procedures with respect to the Obligations not inconsistent with the provisions as nominee of this Trust Agreement; provided, that, notwithstanding any other provisions of this Trust Agreement, any such agreement may provide that different provisions for notice to the Securities Depository may be set forth herein and that a legend shall appear on each Obligation so long as the Obligations are subject to such agreementDTC. With respect to Obligations Bonds registered in the Bond Register in the name of a Securities Depository (or its nominee)Cede & Co., neither as nominee of DTC, the Trustee nor Issuer, the City Trustee, the Remarketing Agent and the Company shall have any no responsibility or obligation to any of its members or participants DTC Participant or to any person on behalf of whom such a DTC participant holds an interest is held in the ObligationsBonds. It Without limiting the immediately preceding sentence, the Issuer, the Trustee and the Borrowers shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any OTC Participant or any other Person, other than a Holder, as shown in the Bond Register, or any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other Person, other than a Holder, as shown in the Bond Register, of any amount with respect to principal of, premium, if any, or interest on, the Bonds. Notwithstanding any other provision of this Bond Indenture to the contrary, the Issuer, the Trustee and each Paying Agent, if any, shall be entitled to treat and consider the Person in whose name each Bond is hereby acknowledged that registered in the City Bond Register as the absolute owner of such Bond for the purpose of payment of principal, premium, if any, and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Trustee and each Paying Agent, if any, shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the respective Bond owners, as shown in the Bond Register as provided in this Indenture, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to payment of principal of, premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. No Person other than a Holder, as shown in the Bond Register, shall receive a Bond certificate evidencing the obligation of the Issuer to make payments of principal, premium, if any, and interest pursuant to this Indenture. The Issuer and the Trustee intend shall execute the Letter of Representations to enter into an agreement with DTC in connection with the execution and delivery issuance of the ObligationsBonds. Such Representation Letter is for the purpose of effectuating the Book-Entry-Only System only and shall not be deemed to amend, supersede or supplement the terms of this Indenture which are intended to be complete without reference to the Representation Letter. In the event of any conflict between the terms of the Representation Letter and while such agreement is in effectthe terms of this Indenture, the procedures established therein terms of this Indenture shall apply control. DTC may exercise the rights of a Holder hereunder only in accordance with the terms hereof applicable to the Obligations notwithstanding any other provisions exercise of this Trust Agreement to the contrary. As long as DTC is the Securities Depository with respect to the Obligations, the Trustee shall be a “DTC Direct Participantsuch rights.” The Trustee shall not have any responsibility or obligation to DTC participants or the persons for whom they act as nominees with respect to the Obligations regarding accuracy of any records maintained by DTC or DTC participants, the payments by DTC or DTC participants of any amount in respect of principal or interest represented by the Obligations, any notice which is permitted or required to be given to or by Owners hereunder (except such notice as is required to be given by the City to the Trustee or to DTC), or any consent given or any other action taken by DTC as Owner.