Common use of Book-Entry System Clause in Contracts

Book-Entry System. Unless otherwise determined by the Authority, the Bonds shall be issued in the form of one or more separate single certificated fully registered Bond or Bonds, registered in the name of Cede & Co., as nominee of DTC, or any successor nominee (the "Nominee"). Except as provided in paragraph (iii) below, all of the Outstanding Bonds shall be so registered in the registration books kept by the Registrar, and the provisions of this Section 2.01(e) shall apply thereto. (i) The Authority, the Borrower, the Paying Agent, the Registrar and the Trustee shall have no responsibility or obligation to any DTC Participant or to any Beneficial Owner, except as otherwise expressly provided herein. Without limiting the immediately preceding sentence, the Authority, the Borrower, the Paying Agent, the Registrar and the Trustee shall have no responsibility or obligation with respect to (1) the accuracy of the records of DTC, the Nominee or any DTC Participant with respect to any ownership interest in the Bonds, (2) the delivery to any DTC Participant or any other person, other than a Bondholder as shown in the registration books kept by the Registrar, of any notice with respect to the Bonds, including any notice of redemption or (3) the payment to any DTC Participant or any other person, other than a Bondholder, as shown in the registration books kept by the Registrar, of any amount with respect to principal of or interest on the Bonds. The Paying Agent shall pay all principal of, and interest on the Bonds only to or upon the order of the respective Bondholders, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Authority's obligations with respect to payment of principal of, and interest on the Bonds to the extent of the sum or sums so paid. The Authority, the Borrower, the Paying Agent, the Registrar and the Trustee may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal 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. (ii) No person other than a Bondholder, as shown in the registration books kept by the Registrar, shall receive a certificated Bond evidencing the obligation of the Authority to make payments of principal, and interest pursuant to this Indenture. (iii) The Authority, the Paying Agent, the Registrar and the Trustee shall, if not previously on file, execute and deliver to DTC a letter of representation in customary form with respect to the Bonds (the "Representation Letter"), but such Representation Letter shall not in any way limit the provisions of the foregoing paragraph (i) or in any other way impose upon the Authority any obligation whatsoever with respect to persons having interests in the Bonds other than the Bondholders, as

Book-Entry System. Initially the Bonds will be issued as book-entry only bonds and the Letter of Representations with DTC and the provisions of such Letter of Representations shall be incorporated herein by reference; provided, however, that a Supplemental Indenture authorizing a Series of Bonds may include provisions superseding the provisions of the Letter of Representations with respect to that Series. Unless otherwise determined by provided in the AuthoritySupplemental Indenture authorizing a Series of Bonds, the Bonds of each Series shall be initially issued in the form of a single, fully-registered certificate in the aggregate principal amount of each maturity of each Series or in more than one or more separate single certificated fully such certificate if and to the extent, required by DTC. So long as the Bonds of a Series are held in the Book-Entry System the registered Bond or Bondsowner of all of the Bonds of such Series shall be DTC, and the Bonds of the Series shall be registered in the name of Cede & Co., as nominee of for DTC, . The Trustee and the Issuer may treat DTC (or any successor nominee (its nominee) as the "Nominee"). Except as provided in paragraph (iii) below, all sole and exclusive registered owner of the Outstanding Bonds of such Series registered in its name for the purposes of payment of the principal of or interest on the Series of Bonds, giving any notice permitted or required to be given to registered owners under this Indenture and the Letter of Representations, registering the transfer of Bonds, obtaining any consent or other action to be taken by registered owners and for all other purposes whatsoever; and neither the Trustee nor the Issuer shall be so registered in affected by any notice to the registration books kept by the Registrar, and the provisions of this Section 2.01(e) shall apply thereto. (i) The Authority, the Borrower, the Paying Agent, the Registrar and contrary. Neither the Trustee nor the Issuer shall have no any responsibility or obligation to any DTC Participant Participant, any person claiming a beneficial ownership interest in the Bonds of a Series under or to through DTC or any Beneficial OwnerDTC Participant, except as otherwise expressly provided herein. Without limiting or any other person which is not shown on the immediately preceding sentence, the Authority, the Borrower, the Paying Agent, the Registrar and registration books of the Trustee shall have no responsibility or obligation as being a registered owner, with respect to (1) the accuracy of any records maintained by DTC or any DTC Participant; the records of DTC, the Nominee payment to DTC or any DTC Participant with respect to any ownership interest in the Bonds, (2) the delivery to any DTC Participant or any other person, other than a Bondholder as shown in the registration books kept by the Registrar, of any notice with respect to the Bonds, including any notice of redemption or (3) the payment to any DTC Participant or any other person, other than a Bondholder, as shown in the registration books kept by the Registrar, of any amount with in respect to of the principal of or interest on the BondsBonds of the Series; any notice which is permitted or required to be given to registered owners under this Indenture and the Letter of Representations; or any consent given or other action taken by DTC as registered owner. The Paying Agent Trustee shall pay from monies available hereunder all principal of, and interest on the Bonds of a Series only to or “upon the order order” of the respective Bondholders, DTC (as shown that term is used in the registration books kept by Uniform Commercial Code as adopted in the Registrar, or their respective attorneys duly authorized in writingState of New York), and all such payments shall be valid and effective to fully satisfy and discharge the Authority's Issuer’s obligations with respect to payment the principal of principal of, and interest on the Bonds of a Series to the extent of the sum or sums so paid. The Authority, So long as the Borrower, the Paying Agent, the Registrar and the Trustee may treat and consider the person in whose name each Bond is registered Bonds of a Series are held in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal and interest with respect to such BondBook-Entry System, 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. (ii) No no person other than a Bondholder, as shown in the registration books kept by the Registrar, DTC shall receive an authenticated bond certificate of that Series. Upon delivery by DTC to the Trustee of DTC’s written notice to the effect that DTC has determined to substitute a certificated Bond evidencing the obligation new nominee in place of the Authority to make payments of principalCede & Co., and interest pursuant subject to this Indenture. (iii) The Authority, the Paying Agent, the Registrar and the Trustee shall, if not previously on file, execute and deliver to DTC a letter of representation in customary form with respect to the Bonds (the "Representation Letter"), but such Representation Letter shall not in any way limit the provisions of the foregoing paragraph Supplemental Indenture and this Indenture with respect to transfers of Bonds, the term “Cede & Co.” in the Supplemental Indenture and this Indenture shall refer to such new nominee of DTC; provided, however, registered ownership of the Bonds of a Series, or any portions thereof, may not be transferred except (i) to any successor of DTC or its nominee, provided that any such successor shall be qualified under any applicable laws to provide the service proposed to be provided by it; (ii) to any substitute depository or its successor; or (iii) to any person as provided in the following paragraph. In the event that (i) DTC or its successor (or substitute depository or its successor) resigns or is removed from its functions as depository, and no substitute depository can be obtained, or (ii) the Issuer determines following direction from the Borrower to discontinue the use of the Book-Entry System the ownership of Bonds may then be transferred to any person or entity as provided in the Indenture and the Bonds shall no longer be held in the Book-Entry System. In any such event, the Issuer (subject to Section 13.7 hereof) shall deliver a written request to the Trustee, together with a supply of bond certificates, to issue Bonds as provided in this Indenture in any other way impose upon authorized denomination. Upon receipt of all then Outstanding Bonds by the Authority any obligation whatsoever Trustee, together with respect to persons having interests the aforementioned written request of the Issuer new Bonds shall be issued and authenticated in such denominations and registered in the Bonds other than names of such persons as are requested in such written request. The Bondholders have no right to require the Bondholdersuse of the Book-Entry System. Whenever DTC requests the Issuer to do so, asthe Issuer (subject to Section 13.7 hereof) will cooperate with DTC in taking appropriate action after written notice to arrange for another securities depositary to maintain custody of certificates evidencing the Bonds.

Book-Entry System. Unless otherwise determined by (a) Prior to the Authorityissuance of a Series of Bonds, the Community Facilities District may provide that such Series of Bonds shall initially be issued as Book-Entry Bonds, and in such event, the Bonds of such Series for each maturity date shall be issued in the form of one or more a separate single certificated fully fully-registered Bond or (which may be typewritten). Upon initial issuance, the ownership of each such Bond of such Series shall be registered in the Registration Books in the name of the Nominee, as nominee of the Depository. The Series 2014 Bonds shall initially be issued as Book-Entry Bonds. Payment of principal of, and interest and premium, if any, on, any Book-Entry Bond registered in the name of Cede & Co., as nominee the Nominee shall be made on the applicable payment date by wire transfer of DTC, New York clearing house or any successor nominee (equivalent next day funds or by wire transfer of same day funds to the "Nominee"). Except as provided in paragraph (iii) below, all account of the Outstanding Bonds Nominee. Such payments shall be so registered made to the Nominee at the address which is, on the Record Date, shown for the Nominee in the registration books kept by the Registrar, and the provisions of this Section 2.01(e) shall apply theretoRegistration Books. (ib) The AuthorityWith respect to Book-Entry Bonds, the Borrower, the Paying Agent, the Registrar Community Facilities District and the Trustee shall have no responsibility or obligation to any DTC Participant or to any Beneficial Owner, except as otherwise expressly provided hereinPerson on behalf of which such a Participant holds an interest in such Book-Entry Bonds. Without limiting the immediately preceding sentence, the Authority, the Borrower, the Paying Agent, the Registrar Community Facilities District and the Trustee shall have no responsibility or obligation with respect to (1i) the accuracy of the records of DTCthe Depository, the Nominee or any DTC Participant with respect to any ownership interest in the Book-Entry Bonds, (2ii) the delivery to any DTC Participant or any other personPerson, other than a Bondholder an Owner as shown in the registration books kept by the RegistrarRegistration Books, of any notice with respect to the Book-Entry Bonds, including any notice of redemption or (3) the payment to any DTC Participant or any other personredemption, other than a Bondholder, as shown in the registration books kept by the Registrar, of any amount with respect to principal of or interest on the Bonds. The Paying Agent shall pay all principal of, and interest on the Bonds only to or upon the order of the respective Bondholders, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Authority's obligations with respect to payment of principal of, and interest on the Bonds to the extent of the sum or sums so paid. The Authority, the Borrower, the Paying Agent, the Registrar and the Trustee may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal 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. (ii) No person other than a Bondholder, as shown in the registration books kept by the Registrar, shall receive a certificated Bond evidencing the obligation of the Authority to make payments of principal, and interest pursuant to this Indenture. (iii) The Authority, the Paying Agent, selection by the Registrar Depository and the Trustee shall, if not previously on file, execute and deliver to DTC a letter of representation in customary form with respect to the Bonds (the "Representation Letter"), but such Representation Letter shall not in any way limit the provisions its Participants of the foregoing paragraph (i) or in any other way impose upon the Authority any obligation whatsoever with respect to persons having beneficial interests in Book-Entry Bonds of a maturity to be redeemed in the event such Book-Entry Bonds other than the Bondholders, asare redeemed in part,

Book-Entry System. (a) Unless otherwise determined by the AuthorityIssuer, the Bonds shall be issued in the form of one or more separate a single certificated fully fully-registered Bond or BondsBond, registered in the name of Cede & Co., as nominee of DTC, or any successor nominee (the "“Nominee"”). The actual owners of the Bonds (the “Beneficial Owners”) will not receive physical delivery of Bond certificates except as provided herein. Except as provided in paragraph (iiid) below, all of the Outstanding outstanding Bonds shall be so registered in the registration books kept by the Registrar, and the provisions of this Section 2.01(e) shall apply thereto. (ib) The AuthorityWith respect to Bonds registered on the registration books kept by the Registrar in the name of the Nominee, the BorrowerIssuer, the Paying AgentCompany, the Registrar and the Trustee shall have no responsibility or obligation to any DTC Participant or to any the Beneficial Owner, except as otherwise expressly provided hereinOwners. Without limiting the immediately preceding sentence, the AuthorityIssuer, the Borrower, the Paying AgentCompany, the Registrar and the Trustee shall have no responsibility or obligation to DTC, any DTC Participant or any Beneficial Owner with respect to (1) the accuracy of the records of DTC, the Nominee or any DTC Participant with respect to any ownership interest in the Bonds, (2) the delivery to by DTC or any DTC Participant or any other person, other than a Bondholder as shown in the registration books kept by the Registrar, of any notice with respect to the Bonds, including any notice of redemption redemption, or (3) the payment to any DTC Participant or any other person, other than a Bondholder, as shown in the registration books kept by the Registrar, Beneficial Owner of any amount with respect to principal of or purchase price of, or premium, if any, or interest on on, the Bonds. The Paying Agent shall pay all principal of, and interest on the Bonds only to or upon the order of the respective Bondholders, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Authority's obligations with respect to payment of principal of, and interest on the Bonds to the extent of the sum or sums so paid. The AuthorityIssuer, the Borrower, the Paying AgentCompany, the Registrar and the Trustee may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal principal, purchase price, premium 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. (ii) . The Trustee shall pay all principal of and premium if any, and interest on, the Bonds only to or upon the order of the respective Owners, as shown in the registration books kept by the Registrar, 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, and premium, if any, and interest on, the Bonds to the extent of the sum or sums so paid. No person other than a Bondholderan Owner, as shown in the registration books kept by the Registrar, shall receive a certificated Bond evidencing the obligation of the Authority Issuer to make payments of principal, premium, if any, and interest pursuant to this Indenture. (iiic) The Authority, the Paying Agent, the Registrar Issuer has executed and the Trustee shall, if not previously on file, execute and deliver delivered to DTC a letter of representation representations in customary form with respect to the Bonds in book-entry form (the "“DTC Representation Letter"”). (d) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving reasonable notice to the Issuer or the Trustee and discharging its responsibilities with respect thereto under applicable law. The Issuer, with the consent of the Company, may terminate the services of DTC with respect to the Bonds. Upon the discontinuance or termination of the services of DTC with respect to the Bonds, unless a substitute securities depository is appointed to undertake the functions of DTC hereunder, the Issuer, at the expense of the Company, is obligated to deliver Bond certificates to the Beneficial Owners of such Bonds, as described in this Indenture, and such Bonds shall no longer be restricted to being registered in the registration books kept by the Registrar in the name of the Nominee, but such Representation Letter may be registered in whatever name or names Owners transferring or exchanging Bonds shall not designate, in any way limit accordance with the provisions of this Indenture. The Trustee, the foregoing paragraph Registrar and the Issuer may conclusively rely on information provided by DTC and DTC Participants as to the identity of the Owners and the amount owed. (ie) or in Notwithstanding any other way impose upon provision of this Indenture to the Authority contrary, so long as any obligation whatsoever Bond is registered in the name of the Nominee, all payments with respect to persons having interests principal of, or premium, if any, and interest on, such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the DTC Representation Letter. Owners shall have no lien or security interest in any rebate or refund paid by DTC to the Trustee which arises from the payment by the Trustee of principal of, or premium, if any, or interest on, the Bonds other than the Bondholders, asin immediately available funds to DTC.

Book-Entry System. Unless otherwise determined by the Authority, the (a) All Bonds shall be initially issued in the form of one or more a separate single certificated fully registered Bond or for each maturity date of the Bonds. Upon initial issuance, the ownership of each Bond shall be registered in the Bond Register in the name of Cede & Co., as nominee of DTC. Except as provided in Section 2.10(d) hereof, all Outstanding Bonds shall be registered in the Bond Register in the name of Cede & Co., as nominee of DTC. (b) With respect to Bonds registered in the Bond Register in the name of Cede & Co., as nominee of DTC, or any successor nominee (the "Nominee"). Except as provided in paragraph (iii) below, all of the Outstanding Bonds shall be so registered in the registration books kept by the Registrar, and the provisions of this Section 2.01(e) shall apply thereto. (i) The Authority, the Borrower, the Paying Agent, the Registrar and the Trustee shall have no responsibility or obligation to any DTC Participant or to any Beneficial Owner, except as otherwise expressly provided herein. Without limiting the immediately preceding sentence, the Authority, the Borrower, the Paying Agent, the Registrar Authority and the Trustee shall have no responsibility or obligation with respect to (1i) the accuracy of the records of DTC, the Nominee Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (2ii) the delivery to any DTC Participant or any other person, other than a Bondholder an Owner, as shown in the registration books kept by the RegistrarBond Register, of any notice with respect to the Bonds, including any notice of redemption redemption, or (3iii) the payment to any DTC Participant or any other person, other than a Bondholderan Owner, as shown in the registration books kept by the RegistrarBond Register, of any amount with respect to principal of or of, premium, if any, interest on the Bonds. The Paying Agent shall pay all principal of, and interest on the Bonds only to or upon the order of the respective Bondholders, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Authority's obligations with respect to payment of principal of, and interest on the Bonds to the extent of the sum or sums so paid. The Authority, the Borrower, the Paying Agent, the Registrar Authority and the Trustee may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar Bond Register as the holder and absolute owner of such Bond for the purpose of payment of principal principal, premium, if any, and interest with respect to on 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. (ii) No person other than a Bondholder. The Trustee shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the respective Owners, as shown in the registration books kept by Bond Register, as provided in Section 2.08 hereof, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the RegistrarAuthority’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 an Owner, as shown in the Bond Register, shall receive a certificated Bond evidencing the obligation of the Authority to make payments of principal, premium, if any, and interest pursuant to this Indenture. Upon delivery by DTC to the Trustee 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 herein with respect to record dates, the word “Cede & Co.” in this Indenture shall refer to such new nominee of DTC. (iiic) The Authority, delivery of the Paying Agent, Representation Letter by the Registrar Authority and the Trustee shall, if not previously on file, execute and deliver to DTC a letter of representation in customary form with respect to the Bonds (the "Representation Letter"), but such Representation Letter shall not in any way limit the provisions of the foregoing paragraph (iSection 2.10(b) hereof or in any other way impose upon the Authority or the Trustee any obligation whatsoever with respect to persons having interests in the Bonds other than the BondholdersOwners, asas shown on the Bond Register. The Trustee shall take all action necessary for all representations in the Representation Letter with respect to the Trustee to be complied with at all times. (d) (i) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Authority and the Trustee and discharging its responsibilities with respect thereto under applicable law.

Book-Entry System. Unless otherwise determined by (a) DTC will act as Securities Depository for the Authority, the Bonds. The Bonds shall be initially issued in the form of one or more separate a single certificated fully registered Bond or registered in the name of Cede & Co. (DTC’s partnership nominee). So long as Cede & Co. is the Registered Owner of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or holders or Owners of the Bonds shall mean Cede & Co. and shall not mean the beneficial owners of the Bonds. (b) The ownership interest of each of the Beneficial Owners of the Bonds will be recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners of the Bonds. (c) With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, or any successor nominee (the "Nominee"). Except as provided in paragraph (iii) below, all of the Outstanding Bonds shall be so registered in the registration books kept by the Registrar, and the provisions of this Section 2.01(e) shall apply thereto. (i) The Authority’s partnership nominee, the Borrower, the Paying Agent, the Registrar Issuer and the Trustee shall have no responsibility or obligation to any DTC Participant or to any Beneficial Ownerperson on behalf of whom such a DTC Participant holds an interest in the Bonds, except as otherwise expressly provided hereinin this Indenture. Without limiting the immediately preceding sentence, the Authority, the Borrower, the Paying Agent, the Registrar Issuer and the Trustee shall have no responsibility or obligation with respect to (1i) the accuracy of the records of DTC, the Nominee Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (2ii) the delivery to any DTC Participant or any other person, other than a Bondholder as shown in the registration books kept by the Registrar, of any notice with respect to the Bonds, including any notice of redemption or (3) the payment to any DTC Participant or any other person, other than a Bondholder, as shown on the registration books, of 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 Registered Owner, as shown in the registration books kept by the Registrar, of any amount with respect to principal of of, premium, if any, or interest on on, the Bonds. The Paying Agent shall pay all principal of, and interest on the Bonds only to or upon the order . (d) Notwithstanding any other provisions of the respective Bondholders, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Authority's obligations with respect to payment of principal of, and interest on the Bonds this Indenture to the extent of the sum or sums so paid. The Authoritycontrary, the Borrower, the Paying Agent, the Registrar Issuer and the Trustee may shall be entitled to treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal 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. (ii) No person other than a Bondholder. The Trustee shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the respective owners, as shown in the registration books kept by 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 RegistrarIssuer’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. (e) No person other than a Registered Owner, as shown in the registration books, shall receive a certificated Bond certificate evidencing the obligation of the Authority Issuer to make payments of principal, premium, if any, and interest interest, pursuant to this Indenture. (iiif) The AuthorityAny provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of DTC or a DTC Participant, if applicable, of the transfer of the Beneficial Owner’s interest in such Bond. (g) So long as the book-entry system is in effect, the Paying Agent, the Registrar Trustee and the Trustee shallIssuer shall comply with the terms of the Letter of Representations, if not previously on filea copy of which is attached hereto as Exhibit B and made a part hereof, execute and deliver or an alternate Letter of Representations as required by DTC. (h) DTC may determine to DTC a letter of representation in customary form discontinue providing its service with respect to the Bonds (at any time by giving reasonable written notice and all relevant information on the "Representation Letter")Beneficial Owners of the Bonds to the Issuer or the Trustee. If there is no successor Securities Depository appointed by the Issuer, the Trustee shall authenticate and deliver Bonds to the Beneficial Owners thereof in accordance with the information respecting the Beneficial Owners provided to the Trustee by DTC, but without any liability on the part of the Issuer or the Trustee for the accuracy of such Representation information. The Issuer, at the direction of the Company, may determine not to continue participation in the system of book entry transfers through DTC (or a successor Securities Depository) at any time by giving reasonable written notice to DTC (or a successor Securities Depository) and the Trustee. In such event, the Issuer shall execute and deliver to the Trustee, and the Trustee shall authenticate and deliver the Bonds to the Beneficial Owners thereof in accordance with the information respecting the Beneficial Owners provided to the Trustee by DTC, but without any liability on the part of the Issuer or the Trustee for the accuracy of such information. The Chairman, Executive Director or Deputy Secretary of the Issuer is hereby authorized to execute any additional Letter shall not in any way limit of Representations or similar document necessary from time to time to continue or provide for the DTC book-entry system. (i) Notwithstanding anything herein to the contrary, the provisions of this Section 2.13 are subject to the foregoing paragraph provisions of Section 2B.5 hereof (i) or in any other way impose upon the Authority any obligation whatsoever with respect relating to persons having interests in the Bonds other than the Bondholders, asBank Bonds).

Book-Entry System. Unless otherwise determined by The (a) Sponsor will apply to DTC for acceptance of the Authority, the Bonds Shares in its book-entry settlement system. Shares deposited with DTC shall be issued in the form of evidenced by one or more separate single certificated fully registered Bond or Bondsglobal certificates, which shall be registered in the name of Cede & Co., as nominee for DTC, and shall bear the following legend: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC") TO THE AGENT AUTHORIZED BY THE TRUST FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. (b) So long as the Shares are eligible for book-entry settlement with DTC and such settlement is available, unless otherwise required by applicable law, all Shares shall be evidenced by one or more global certificates, the Registered Owner of which is DTC or a nominee of DTC, or any successor nominee (the "Nominee"). Except as provided in paragraph (iii) below, all of the Outstanding Bonds shall be so registered in the registration books kept by the Registrar, and the provisions of this Section 2.01(e) shall apply thereto. (i) The Authority, the Borrower, the Paying Agent, the Registrar and the Trustee shall have no responsibility or obligation to any DTC Participant or to any Beneficial Owner, except as otherwise expressly provided herein. Without limiting the immediately preceding sentence, the Authority, the Borrower, the Paying Agent, the Registrar and the Trustee shall have no responsibility or obligation with respect to (1) the accuracy of the records of DTC, the Nominee or any DTC Participant with respect no Beneficial Owner will be entitled to any ownership interest in the Bondsreceive a separate Certificate evidencing those Shares, (2) the delivery to any interest of a Beneficial Owner in Shares represented by a global certificate will be shown only on, and transfer of that interest will be effected only through, records maintained by DTC Participant or any other person, other than a Bondholder as shown in DTC participant or indirect participant through which the registration books kept by the Registrar, of any notice with respect to the Bonds, including any notice of redemption or Beneficial Owner holds that interest and (3) the payment to any DTC Participant or any other person, other than rights of a Bondholder, as shown in the registration books kept by the Registrar, of any amount Beneficial Owner with respect to principal of or interest on the Bonds. The Paying Agent shall pay all principal of, and interest on the Bonds Shares represented by a global certificate will be exercised only to or upon the order of the respective Bondholders, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Authority's obligations with respect to payment of principal of, and interest on the Bonds to the extent allowed by, and in compliance with, the arrangements in effect between such Beneficial Owner and DTC or the DTC participant or indirect participant through which that Beneficial Owner holds an interest in Shares. (c) If, at any time when Shares are evidenced by a global certificate, DTC ceases to make its book-entry settlement system available for such Shares, the Sponsor may select a comparable depositary for the book-entry settlement of the sum or sums so paid. The Authority, the Borrower, the Paying Agent, the Registrar Shares and the Trustee may treat cause new global certificates to be issued and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner name of such Bond for successor depositary or its nominee. If the purpose of payment of principal and interest with respect to Sponsor determines that no 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. (ii) No person other than a Bondholder, as shown in the registration books kept by the Registrar, shall receive a certificated Bond evidencing the obligation of the Authority to make payments of principal, and interest pursuant to this Indenture. (iii) The Authoritysuccessor depositary is available, the Paying AgentTrust shall be dissolved and, to the extent necessary in connection therewith, the Registrar and the Trustee shall, if not previously on file, Sponsor shall execute and deliver to DTC a letter of representation separate certificates evidencing Shares registered in customary form with respect to the Bonds (the "Representation Letter"), but such Representation Letter shall not in any way limit the provisions names of the foregoing paragraph (i) or in any other way impose upon Beneficial Owners thereof, with such additions, deletions and modifications to this Agreement as the Authority any obligation whatsoever with respect to persons having interests in the Bonds other than the Bondholders, asSponsor shall determine is necessary.

Book-Entry System. Unless otherwise determined by DTC shall act as the Authority, initial Depository for the Bonds. One Bond for each maturity of the Bonds shall be issued 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 form Bond Register in the name of one Cede & Co., as nominee of DTC or more separate single certificated fully such nominee as DTC shall appoint in writing. The representatives of the County and the Fiscal Agent are hereby authorized to take any and all actions as may be necessary and not inconsistent with this Agreement to qualify the Bonds for the Depository’s book-entry system, including the execution of the Depository’s required representation letter. With respect to Bonds registered in the Bond or Bonds, registered Register in the name of Cede & Co., as nominee of DTC, or any successor nominee (neither the "Nominee"). Except as provided in paragraph (iii) below, all of County nor the Outstanding Bonds shall be so registered in the registration books kept by the Registrar, and the provisions of this Section 2.01(e) shall apply thereto. (i) The Authority, the Borrower, the Paying Agent, the Registrar and the Trustee Fiscal Agent shall have no any responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC Participant 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 Bonds (the “Beneficial Owner, except as otherwise expressly provided hereinOwners”). Without limiting the immediately preceding sentence, neither the Authority, County nor the Borrower, the Paying Agent, the Registrar and the Trustee Fiscal Agent shall have no any responsibility or obligation with respect to (1i) the accuracy of the records of DTC, the Nominee Cede & Co., or any DTC Participant with respect to any ownership interest in the Bonds, (2ii) the delivery to any DTC Participant Participant, any Beneficial Owner, or any other person, other than a Bondholder as shown in the registration books kept by the RegistrarDTC, of any notice with respect to the Bonds, including any notice of redemption or redemption, (3iii) 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 DTC Participant Participant, any Beneficial Owner, or any other person, other than a Bondholder, as shown in the registration books kept by the RegistrarDTC, of any amount with respect to the principal of or interest on the Bonds. The Paying Agent shall pay all principal of, and interest on or (v) any consent given or other action taken by the Bonds only to or upon the order Depository as Owner of the respective Bondholders, Bonds. Except as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Authority's obligations with respect to payment of principal of, and interest on the Bonds to the extent of the sum or sums so paid. The Authorityset forth above, the Borrower, the Paying Agent, the Registrar and the Trustee Fiscal Agent may treat as and consider deem DTC to be the person in whose name absolute Owner of each Bond for which DTC is registered in the registration books kept by the Registrar acting as the holder and absolute owner of such Bond Depository for the purpose of payment of the principal of and interest with respect to on such BondBonds, for the purpose of giving notices of redemption and other matters with respect to such BondBonds, for the purpose of registering transfers with respect to such BondBonds, and for all other purposes whatsoever. (ii) . 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 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 interest on the Bonds to the extent of the amounts so paid. No person other than a Bondholderan Owner, as shown in on the registration books kept by the RegistrarBond Register, shall receive a certificated Bond evidencing physical Bond. Upon delivery by DTC to the obligation Fiscal Agent of written notice to the Authority effect that DTC has determined to make payments substitute a new nominee in place of principalCede & Co., and interest pursuant subject to the transfer provisions in Section 2.06 hereof, references to “Cede & Co.” in this Indenture. (iii) The Authority, the Paying Agent, the Registrar and the Trustee shall, if not previously on file, execute and deliver Section 2.13 shall refer to such new nominee of DTC. DTC a letter of representation in customary form may determine to discontinue providing its services with respect to the Bonds (at any time by giving written notice to the "Representation Letter")Fiscal Agent during any time that the Bonds are Outstanding, but such Representation Letter shall not in any way limit and discharging its responsibilities with respect thereto under applicable law. The County may terminate the provisions services of the foregoing paragraph (i) or in any other way impose upon the Authority any obligation whatsoever DTC with respect to persons having interests 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 County shall mail notice of such termination to the Fiscal Agent. Upon the termination of the services of DTC as provided 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 Bonds other than that they be able to obtain certificated Bonds, the BondholdersBonds shall no longer be restricted to being registered in the Bond Register in the name of Cede & Co., asas 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 System. Unless otherwise determined by (a) Anything in this Indenture to the Authoritycontrary notwithstanding, the Bonds shall any Bond may be authorized and issued in the form of one or more separate single certificated fully registered Bond or Bonds, registered in the name of Cede & Co., as nominee of DTC, or any successor nominee (the "Nominee"). Except as provided in paragraph (iii) below, all of the Outstanding Bonds shall be so registered in the registration books kept by the Registrar, and the provisions of this Section 2.01(e) shall apply theretoa Book-Entry Bond. (ib) The AuthorityFor all purposes of this Indenture, the BorrowerOwner of a Book-Entry Bond shall be the Securities Depository therefor and neither the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar and the Trustee shall have no any responsibility or obligation to any DTC Participant the beneficial owner of such Bond or to any Beneficial Ownerdirect or indirect participant in such Securities Depository, except as otherwise expressly provided hereinin this Indenture. Without limiting the immediately preceding sentencegenerality of the foregoing, neither the Issuer, the Authority, the BorrowerTrustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar and the Trustee shall have no any responsibility or obligation to any such participant or to the beneficial owner of a Book-Entry Bond with respect to (1i) the accuracy of the records of DTC, the Nominee Securities Depository or any DTC Participant participant with respect to any beneficial ownership interest in the Bondssuch Bond, (2ii) the delivery to any DTC Participant participant of the Securities Depository, the beneficial owner of such Bond or any other person, other than a Bondholder as shown in the registration books kept by the RegistrarSecurities Depository, of any notice with respect to the Bondssuch Bond, including any notice of the redemption or purchase thereof, or (3iii) the payment to any DTC Participant participant of the Securities Depository, the beneficial owner of such Bond or any other person, other than a Bondholder, as shown in the registration books kept by the RegistrarSecurities Depository, of any amount with respect to principal of the principal, redemption price, if applicable, or purchase price of, or interest on the Bondson, such Bond. The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent shall pay and the Registrar may treat the Securities Depository therefor as, and deem such Securities Depository to be, the absolute owner of a Book-Entry Bond for all principal purposes whatsoever, including, but not limited to, (1) payment of the principal, redemption price, if applicable, or purchase price of, and interest on on, such Bond, (2) giving notices of redemption or purchase and of other matters with respect to such Bond, (3) registering transfers with respect to such Bond as permitted hereby and (4) except as expressly provided in this Indenture, giving to the Bonds Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent or the Registrar any notice, consent, request or demand pursuant to the Indenture for any purpose whatsoever. The Trustee, acting as Paying Agent, shall pay the principal or redemption price, if applicable, of, and interest on, a Book-Entry Bond, and the Trustee, acting as Tender Agent, shall pay the purchase price of a Book-Entry Bond, only to or upon the order of the respective Bondholders, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writingSecurities Depository therefor, and all such payments shall be valid and effective to satisfy fully satisfy and discharge the Authority's Issuer’s obligations with respect to payment of such principal ofor redemption price or purchase price, and interest on the Bonds interest, to the extent of the sum or sums so paid. Except as otherwise provided in subsection (d) of this Section 2.13, no person other than the Securities Depository shall receive a Bond or other instrument evidencing the Issuer’s obligation to make payments of the principal, redemption price or purchase price thereof, and interest thereon. (c) The AuthorityIssuer, by notice to the BorrowerTrustee, the Paying Agent, the Registrar Tender Agent, the Registrar, the Remarketing Agent, the Auction Agent and a Securities Depository, may, with the prior written consent of the Borrower, and shall, at the written direction of an Authorized Borrower Representative, terminate the services of such Securities Depository with respect to the Book-Entry Bonds for which such Securities Depository serves as securities depository if the Issuer determines that (i) the Securities Depository is unable to discharge its responsibilities with respect to such Bond or (ii) a continuation of the requirement that all of the Bonds issued as Book-Entry Bonds be registered in the registration books of the Issuer kept by the Trustee may treat and consider in the person name of the Securities Depository is not in whose name each the best interests of the beneficial owners of such Bonds or of the Issuer. (d) Upon the termination of the services of a Securities Depository with respect to a Book-Entry Bond is pursuant to clause (ii) of subsection (c) of this Section 2.13, such Bond no longer shall be restricted to being registered in the registration books kept by the Registrar as in the holder and absolute owner name of such Bond for a Securities Depository. Upon the purpose termination of payment the services of principal and interest a Securities Depository with respect to such Bonda Book-Entry Bond pursuant to clause (i) of subsection (c) of this Section 2.13, for the purpose Issuer may, with the prior written consent of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such BondBorrower, and for all other purposes whatsoever. shall, at the written direction of an Authorized Borrower Representative, within ninety (ii90) No person other than days thereafter appoint a Bondholdersubstitute securities depository which, as shown in the opinion of the Issuer, is willing and able to undertake the functions of Securities Depository under this Indenture upon reasonable and customary terms. If no such successor can be found within such period, such Book-Entry Bond shall no longer be restricted to being registered in the registration books of the Issuer kept by the Registrar, Trustee in the name of a Securities Depository. In the event that a Book-Entry Bond shall receive a certificated Bond evidencing no longer be restricted to being registered in the obligation registration books of the Authority to make payments Issuer kept by the Trustee in the name of principala Securities Depository, (i) the Issuer shall execute and the Trustee shall authenticate and deliver, upon presentation and surrender of the Book-Entry Bond, Bond certificates as requested by the Securities Depository so terminated of like principal amount, maturity and interest pursuant rate, in Authorized Denominations, to this Indenturethe identifiable beneficial owners in replacement of such beneficial owners’ beneficial ownership interests in such Book-Entry Bond and (ii) the Trustee shall notify the Remarketing Agent, the Auction Agent and the Borrower that the Bonds are no longer restricted to being registered in the registration books of the Issuer kept by the Trustee in the name of a Securities Depository; provided, however that such registration shall not be terminated by the Issuer or the Borrower without an opinion of Bond Counsel confirming that such termination of registration will not adversely affect the Tax-Exempt status of any Bonds. (iiie) Anything in this Indenture to the contrary notwithstanding, payment of the redemption price of a Book-Entry Bond, or portion thereof, called for redemption prior to maturity may be paid to the Securities Depository by wire transfer of immediately available funds. Anything in the Indenture to the contrary notwithstanding, such redemption price may be paid without presentation and surrender to the Trustee, as Paying Agent, of the Book-Entry Bond, or portion thereof, called for redemption; provided, however, that payment of (a) the principal payable at maturity of a Book-Entry Bond and (b) the redemption price of a Book Entry Bond as to which the entire principal amount thereof has been called for redemption shall be payable only upon presentation and surrender of such Book-Entry Bond to the Trustee, as Paying Agent; and provided, further, that no such redemption price shall be so payable without presentation and surrender unless such Book-Entry Bond shall contain or have endorsed thereon a legend substantially to the following effect (or such other legend(s) of similar content as may be determined to be necessary or desirable by the Issuer or the Securities Depository): “AS PROVIDED IN THE INDENTURE REFERRED TO HEREIN, UNTIL THE TERMINATION OF THE SYSTEM OF BOOK-ENTRY-ONLY TRANSFERS THROUGH [NAME OF SECURITIES DEPOSITORY] (TOGETHER WITH ANY SUCCESSOR SECURITIES DEPOSITORY APPOINTED PURSUANT TO THE INDENTURE, “[NAME OF SECURITIES DEPOSITORY]”), AND NOTWITHSTANDING ANY OTHER PROVISION OF THE INDENTURE TO THE CONTRARY, (A) THIS BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO A NOMINEE OF [NAME OF SECURITIES DEPOSITORY], OR BY A NOMINEE OF [NAME OF SECURITIES DEPOSITORY] TO [NAME OF SECURITIES DEPOSITORY] OR A NOMINEE OF [NAME OF SECURITIES DEPOSITORY], OR BY [NAME OF SECURITIES DEPOSITORY] OR A NOMINEE OF [NAME OF SECURITIES DEPOSITORY] TO ANY SUCCESSOR SECURITIES DEPOSITORY OR ANY NOMINEE THEREOF AND (B) A PORTION OF THE PRINCIPAL AMOUNT OF THIS BOND MAY BE PAID OR REDEEMED WITHOUT SURRENDER HEREOF TO THE PAYING AGENT. [NAME OF SECURITIES DEPOSITORY] OR A NOMINEE, TRANSFEREE OR ASSIGNEE OF [NAME OF SECURITIES DEPOSITORY] MAY NOT RELY UPON THE PRINCIPAL AMOUNT INDICATED HEREON AS THE PRINCIPAL AMOUNT HEREOF OUTSTANDING AND UNPAID. THE PRINCIPAL AMOUNT HEREOF OUTSTANDING AND UNPAID SHALL FOR ALL PURPOSES BE THE AMOUNT DETERMINED IN THE MANNER PROVIDED IN THE INDENTURE.” Anything in this Indenture to the contrary notwithstanding, upon any such payment to the Securities Depository without presentation and surrender, for all purposes of (i) the Book-Entry Bond as to which such payment has been made and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so paid. In such event, the Trustee shall notify forthwith the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made, and the principal amount of such Bond so paid, and the Trustee shall note such payment on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (f) For all purposes of this Indenture authorizing or permitting the purchase of Bonds, or portions thereof, by, or for the account of, the Issuer for cancellation, and anything in the Indenture to the contrary notwithstanding, a portion of a Book-Entry Bond may be deemed to have been purchased and cancelled without surrender thereof upon delivery to the Trustee of a certificate executed by the Issuer and a participant of the Securities Depository therefor to the effect that a beneficial ownership interest in such Bond, in the principal amount stated therein, has been purchased by, or for the account of, the Issuer through the participant of the Securities Depository executing such certificate; provided, however, that any purchase for cancellation of the entire principal amount of a Book-Entry Bond shall be effective for purposes of the Indenture only upon surrender of such Book-Entry Bond to the Paying Agent; and provided, further, that no portion of a Book-Entry Bond may be deemed to have been so purchased and cancelled without surrender thereof unless such Book-Entry Bond shall contain or have endorsed thereon the legend referred to in subsection (e) of this Section 2.13. Anything in the Indenture to the contrary notwithstanding, upon delivery of any such certificate to the Trustee, for all purposes of (i) the Book-Entry Bond to which such certificate relates and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so purchased. In such event, the Trustee shall immediately notify the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made and the amount thereof and shall note such reduction in principal amount of such Book-Entry Bond Outstanding on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (g) Anything in this Indenture to the contrary notwithstanding, a Securities Depository may make a notation on a Book-Entry Bond (i) redeemed in part or (ii) purchased by, or for the account of, the Issuer in part for cancellation, to reflect, for informational purposes only, the date of such redemption or purchase and the principal amount thereof redeemed or deemed cancelled, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in subsection (e) or (f) of this Section 2.13, as the case may be. (h) Anything in this Indenture to the contrary notwithstanding, in the case of a Book-Entry Bond, the Issuer shall be authorized to redeem or purchase (by or for the account of the Issuer) less than all of the entire Outstanding principal amount thereof, and in the event of such partial defeasance, redemption, purchase or refunding, the provisions of the Indenture relating to the defeasance, redemption, purchase or refunding of a Bond or Bonds shall be deemed to refer to the defeasance, redemption, purchase or refunding of a portion of a Bond. (i) The AuthorityIssuer, the Trustee, the Paying Agent, the Registrar Tender Agent, the Remarketing Agent and the Auction Agent may enter into an agreement with a Securities Depository for the Bonds providing for procedures for the registration, payment, tender and delivery of notices relating to the Bonds, provided that the terms of such agreement shall not be inconsistent with the terms of this Indenture. Any such agreement may provide that (i) such Securities Depository is not required to present a Bond to the Trustee shall, if in order to receive a partial payment of principal; (ii) a Bond need not previously on file, execute be delivered to the Trustee in order for a tender of such Bond pursuant to Article IV of this Indenture to be effective or in order for the purchase price of such tendered Bond to be paid and deliver that notice of tender of a Bond for purchase pursuant to DTC Article IV hereof may be given to the Trustee by a letter beneficial owner of representation in customary form a Bond or a direct participant of the Securities Depository; (iii) a legend with respect to the Bonds (the "Representation Letter"), but such Representation Letter shall not in any way limit the provisions registration of the foregoing paragraph (i) or in any other way impose upon the Authority any obligation whatsoever with respect to persons having interests Bond in the name of the Securities Depository shall appear on each Bond so long as the Bonds other than are subject to such agreement; and (iv) different provisions for notices to such Securities Depository may be set forth therein; and such provisions shall be binding on the BondholdersIssuer, asthe Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent for so long as such Securities Depository is the Securities Depository for Book-Entry Bonds hereunder.

Book-Entry System. Unless otherwise determined by (a) DTC will act as the Authority, initial Securities Depository for the Bonds. The Bonds shall be initially issued in the form of one or more separate a single certificated fully registered Bond or Bonds, registered in the name of Cede & Co., as nominee for DTC, as Registered Owner of the Bonds, and held in the custody of DTC. So long as Cede & Co. is the Registered Owner of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or any successor nominee (the "Nominee"). Except as provided in paragraph (iii) below, all holders of the Outstanding Bonds shall mean Cede & Co. and shall not mean the beneficial owners of the Bonds. (b) While DTC is the Securities Depository, the ownership interest of each of the beneficial owners of the Bonds will be so recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the registration books kept name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the Registrar, and DTC Participants who act on behalf of the provisions beneficial owners of this Section 2.01(e) shall apply theretothe Bonds. (ic) The AuthorityWith respect to Bonds registered in the name of the Securities Depository, the BorrowerIssuer, the Bond Registrar, the Paying Agent, the Registrar any co-paying agent and the Trustee shall have no responsibility or obligation to any DTC Participant or to any Beneficial OwnerPerson on behalf of whom such Securities Depository holds an interest in the Bonds, except as otherwise expressly provided hereinin this Indenture. Without limiting the immediately preceding sentence, the AuthorityIssuer, the BorrowerBond Registrar, the Paying Agent, the Registrar any co-paying agent and the Trustee shall have no responsibility or obligation with respect to (1i) the accuracy of the records of DTC, the Nominee or any DTC Participant Securities Depository with respect to any ownership interest in the Bonds, (2ii) the delivery to any DTC Participant or any other personPerson, other than a Bondholder Bondholder, as shown in on the registration books kept by the RegistrarBond Register, of any notice with respect to the Bonds, including any notice of redemption redemption, or (3iii) the payment to any DTC Participant or any other personPerson, other than a BondholderRegistered Owner, as shown in the registration books kept by the Registrar, Bond Register of any amount with respect to principal of of, premium, if any, or interest on on, the Bonds. The Paying Agent shall pay all principal of, and interest on the Bonds only to or upon the order . (d) Notwithstanding any other provisions of the respective Bondholders, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Authority's obligations with respect to payment of principal of, and interest on the Bonds this Indenture to the extent of the sum or sums so paid. The Authoritycontrary, the BorrowerIssuer, the Bond Registrar, the Paying Agent, the Registrar any co-paying agent and the Trustee may shall be entitled to treat and consider the person Person in whose name each Bond is registered in the registration books kept by the Registrar Bond Register as the holder and absolute owner of such Bond for the purpose of payment of principal 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. (ii) No person other than a Bondholder. The Paying Agent shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the respective owners, as shown in the registration books kept by 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 RegistrarIssuer’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. (e) No Person other than a Registered Owner, as shown in the Bond Register, shall receive a certificated Bond certificate evidencing the obligation of the Authority Issuer to make payments of principal, premium, if any, and interest interest, pursuant to this Indenture. (iiif) The AuthorityExcept in the case of payment upon maturity or redemption if the book-entry system is not in effect, any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of the Securities Depository, of the transfer of the beneficial owner’s interest in such Bond. (g) So long as the book-entry system is in effect, the Trustee, the Paying Agent, the Registrar any co-paying agent and the Trustee shall, if not previously on file, execute and deliver Bond Registrar shall comply with the terms of the DTC Letter. (h) The Securities Depository may determine to DTC a letter of representation in customary form discontinue providing its service with respect to the Bonds at any time by giving reasonable written notice and all relevant information on the beneficial owners of the Bonds, which shall include, without limitation, the name, address of record and taxpayer identification number of each such beneficial owner of the Bonds, to the Issuer and the Trustee. If there is no successor Securities Depository appointed by the Issuer, the Trustee, based solely upon information provided to it in writing by the Securities Depository, which shall include, without limitation, the name, address of record and taxpayer identification number of each such beneficial owner of the Bonds, shall authenticate and deliver Bonds to the beneficial owners thereof. In the event that the Company determines that the Securities Depository is incapable of discharging its responsibilities described herein or in any agreement among the Issuer, the Trustee and the Securities Depository, the Issuer, at the direction of the Company, shall (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the "Representation Letter")Securities Exchange Act of 1934, as amended, notify the Securities Depository of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository or (ii) notify the Securities Depository and the beneficial owners, identified by the Securities Depository, of the availability through the Securities Depository of Bonds and transfer one or more separate Bonds to the beneficial owners, identified in writing by the Securities Depository as having Bonds credited to their accounts. In such event, the Bonds shall no longer be restricted to being registered in the Bond Register in the name of the Securities Depository, but such Representation Letter may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names Bondholders transferring or exchanging Bonds shall not designate, in any way limit accordance with the provisions of this Indenture. Upon the foregoing paragraph (i) or written consent of 100% of the beneficial owners of the Bonds, the Trustee, in accordance with any other way impose upon agreement among the Authority any obligation whatsoever with respect to persons having interests in Issuer, the Trustee, and the Securities Depository, shall withdraw the Bonds other than from the BondholdersSecurities Depository, asand authenticate and deliver Bonds fully registered to the assignees of the Securities Depository or its nominee. If the request for such withdrawal is not the result of any issuer action or inaction, such withdrawal, authentication and delivery shall be at the cost and expense (including costs of printing, preparing and delivering such Bonds) of the Persons requesting such withdrawal, authentication and delivery.

Book-Entry System. Unless otherwise determined by (a) DTC will act as the Authority, initial Securities Depository for the Bonds. The Bonds shall be initially issued in the form of one or more separate a single certificated fully registered Bond or Bonds, registered in the name of Cede & Co., as nominee for DTC, as Registered Owner of the Bonds, and held in the custody of DTC. So long as Cede & Co. is the Registered Owner of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or any successor nominee (the "Nominee"). Except as provided in paragraph (iii) below, all holders of the Outstanding Bonds shall mean Cede & Co. and shall not mean the beneficial owners of the Bonds. (b) While DTC is the Securities Depository, the ownership interest of each of the beneficial owners of the Bonds will be so recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the registration books kept name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the Registrar, and DTC Participants who act on behalf of the provisions beneficial owners of this Section 2.01(e) shall apply theretothe Bonds. (ic) The With respect to Bonds registered in the name of the Securities Depository, the Authority, the BorrowerBond Registrar, the Paying Agent, the Registrar any co-paying agent and the Trustee shall have no responsibility or obligation to any DTC Participant or to any Beneficial OwnerPerson on behalf of whom such Securities Depository holds an interest in the Bonds, except as otherwise expressly provided hereinin this Indenture. Without limiting the immediately preceding sentence, the Authority, the BorrowerBond Registrar, the Paying Agent, the Registrar any co-paying agent and the Trustee shall have no responsibility or obligation with respect to (1i) the accuracy of the records of DTC, the Nominee or any DTC Participant Securities Depository with respect to any ownership interest in the Bonds, (2ii) the delivery to any DTC Participant or any other personPerson, other than a Bondholder Bondholder, as shown in on the registration books kept by the RegistrarBond Register, of any notice with respect to the Bonds, including any notice of redemption redemption, or (3iii) the payment to any DTC Participant or any other personPerson, other than a BondholderRegistered Owner, as shown in the registration books kept by the Registrar, Bond Register of any amount with respect to principal of of, premium, if any, or interest on on, the Bonds. The Paying Agent shall pay all principal of, and interest on the Bonds only to or upon the order . (d) Notwithstanding any other provisions of the respective Bondholders, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Authority's obligations with respect to payment of principal of, and interest on the Bonds this Indenture to the extent of contrary, the sum or sums so paid. The Authority, the BorrowerBond Registrar, the Paying Agent, the Registrar any co-paying agent and the Trustee may shall be entitled to treat and consider the person Person in whose name each Bond is registered in the registration books kept by the Registrar Bond Register as the holder and absolute owner of such Bond for the purpose of payment of principal 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. (ii) No person other than a Bondholder. The Paying Agent shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the respective owners, as shown in the registration books kept by 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 RegistrarAuthority'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. (e) No Person other than a Registered Owner, as shown in the Bond Register, shall receive a certificated Bond certificate evidencing the obligation of the Authority to make payments of principal, premium, if any, and interest interest, pursuant to this Indenture. (iiif) The AuthorityExcept in the case of payment upon maturity or redemption if the book-entry system is not in effect, any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of the Securities Depository, of the transfer of the beneficial owner's interest in such Bond. (g) So long as the book-entry system is in effect, the Trustee, the Paying Agent, the Registrar any co-paying agent and the Trustee shall, if not previously on file, execute and deliver Bond Registrar shall comply with the terms of the DTC Letter. (h) The Securities Depository may determine to DTC a letter of representation in customary form discontinue providing its service with respect to the Bonds at any time by giving reasonable written notice and all relevant information on the beneficial owners of the Bonds, which shall include, without limitation, the name, address of record and taxpayer identification number of each such beneficial owner of the Bonds, to the Authority and the Trustee. If there is no successor Securities Depository appointed by the Authority, the Trustee, based solely upon information provided to it in writing by the Securities Depository, which shall include, without limitation, the name, address of record and taxpayer identification number of each such beneficial owner of the Bonds, shall authenticate and deliver Bonds to the beneficial owners thereof. In the event that the Company determines that the Securities Depository is incapable of discharging its responsibilities described herein or in any agreement among the Authority, the Trustee and the Securities Depository, the Authority, at the direction of the Company, shall (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the "Representation Letter")Securities Exchange Act of 1934, as amended, notify the Securities Depository of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository or (ii) notify the Securities Depository and the beneficial owners, identified by the Securities Depository, of the availability through the Securities Depository of Bonds and transfer one or more separate Bonds to the beneficial owners, identified in writing by the Securities Depository as having Bonds credited to their accounts. In such event, the Bonds shall no longer be restricted to being registered in the Bond Register in the name of the Securities Depository, but such Representation Letter may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names Bondholders transferring or exchanging Bonds shall not designate, in any way limit accordance with the provisions of this Indenture. Upon the foregoing paragraph written consent of 100% of the beneficial owners of the Bonds, the Trustee, in accordance with any agreement among the Authority, the Trustee, and the Securities Depository, shall withdraw the Bonds from the Securities Depository, and authenticate and deliver Bonds fully registered to the assignees of the Securities Depository or its nominee. If the request for such withdrawal is not the result of any Authority action or inaction, such withdrawal, authentication and delivery shall be at the cost and expense (iincluding costs of printing, preparing and delivering such Bonds) or in of the Persons requesting such withdrawal, authentication and delivery. In connection with any other way impose upon proposed transfer outside the book-entry system, the Authority or the Company shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any obligation whatsoever with respect applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Code Section 6045. The Trustee may rely on the information provided to persons having interests in it and shall have no responsibility to verify or ensure the Bonds other than the Bondholders, asaccuracy of such information.

Book-Entry System. Unless otherwise determined by During the AuthorityCash Collateralized Mode: (a) Except as provided in subparagraph (c) of this Section 2.11, the registered owner of all of the Bonds shall be, and the Bonds shall be registered in the name of, Cede & Co. (“Cede”), as nominee of The Depository Trust Company (“DTC”). Payment of semi-annual interest for any Bonds shall be made by transfer of same-day funds to the account of Cede on the interest payment date for the Bonds at the address indicated for Cede in the registration books of the Issuer kept by the Trustee. (b) The Bonds shall be initially issued in the form of one or more a separate single certificated fully registered Bond or bond in the amount of each separately stated maturity of the Bonds. Upon initial issuance, the ownership of such Bonds shall be registered in the registry books of the Issuer kept by the Trustee in the name of Cede & Co.Cede, as nominee of DTC. With respect to Bonds registered in the registry books kept by the Trustee in the name of Cede, as nominee of DTC, or any successor nominee (the "Nominee"). Except as provided in paragraph (iii) below, all of the Outstanding Bonds shall be so registered in the registration books kept by the Registrar, and the provisions of this Section 2.01(e) shall apply thereto. (i) The Authority, the Borrower, the Paying Agent, the Registrar Issuer and the Trustee shall have no responsibility or obligation to any participant of DTC Participant (a “Participant”) or to any person for whom a Participant acquires an interest in the Bonds (a “Beneficial Owner, except as otherwise expressly provided herein”). Without limiting the immediately preceding sentence, the Authority, the Borrower, the Paying Agent, the Registrar Issuer and the Trustee shall have no responsibility or obligation with respect to (1i) the accuracy of the records of DTC, the Nominee Cede or any DTC Participant with respect to any ownership interest in the Bonds, (2ii) the delivery to any DTC Participant Participant, any Beneficial Owner or any other person, other than a Bondholder as shown in the registration books kept by the RegistrarDTC, of any notice with respect to the Bonds, including any notice of redemption or (3iii) the payment to any DTC Participant Participant, any Beneficial Owner or any other person, other than a Bondholder, as shown in the registration books kept by the RegistrarDTC, of any amount with respect to the principal of or interest on the Bonds. The Paying Agent shall pay all principal of, and interest on the Bonds only to or upon the order of the respective Bondholders, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Authority's obligations with respect to payment of principal of, and interest on the Bonds to the extent of the sum or sums so paid. The Authority, the Borrower, the Paying Agent, the Registrar Issuer and the Trustee may treat as and consider deem DTC to be the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such each Bond for the purpose of payment of the principal of and interest with respect to on 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. (ii) . The Trustee shall pay all principal of and interest on the Bonds only to or upon the order of DTC, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer’s obligations with respect to the principal of and interest on the Bonds to the extent of the sum or sums so paid. Payments of principal may be made without requiring the surrender of the Bonds, and the Issuer and Trustee shall not be liable for the failure of DTC or any successor thereto to properly indicate on the Bonds the payment of such principal. No person other than a Bondholder, as shown in the registration books kept by the Registrar, DTC shall receive a certificated Bond evidencing the obligation of the Authority Issuer to make payments of principal, principal of and interest on the Bonds pursuant to this Indenture. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the transfer provisions hereof, the word “Cede” in this Indenture shall refer to such new nominee of DTC. (iiic) The Authority, the Paying Agent, the Registrar and the Trustee shall, if not previously on file, execute and deliver (i) DTC may determine to DTC a letter of representation in customary form discontinue providing its services with respect to the Bonds at any time by giving written notice to the Issuer and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (the "Representation Letter"if there is not a successor securities depository), but such Representation Letter shall not Bond certificates will be delivered as described in any way limit the provisions of the foregoing paragraph (i) or in any other way impose upon the Authority any obligation whatsoever with respect to persons having interests in the Bonds other than the Bondholders, asthis Indenture.

Book-Entry System. Unless otherwise determined by The Company and the AuthorityDepositary shall make application to DTC for acceptance of the Book-Entry GDSs in its book-entry settlement system. The Company hereby appoints the Depositary acting through any authorized officer thereof as its attorney-in-fact, with full power to delegate, for purposes of executing any agreements, certifications or other instruments or documents necessary or desirable in order to effect the Bonds shall be issued acceptance of the GDSs for DTC eligibility, including but not limited to the Letter of Representations, in the form attached hereto as Exhibit A, with such modifications as are agreed by the Company and other parties thereto. So long as the Book-Entry GDSs are eligible for book-entry settlement with DTC, unless otherwise required by law, each class of one or more separate Book-Entry GDSs representing Shares deposited with the Custodian shall be represented by a single certificated fully registered Bond or Bonds, master GDR (a "Master GDR") registered in the name of Cede & Co., as a nominee of DTC. Each Master GDR shall be held by Citibank, N.A. or such other entity as is agreed with DTC may hold a Master GDR as custodian for DTC. During any period in which Book-Entry GDSs are represented by a Master GDR, ownership of beneficial interests in a Master GDR shall be effected through, records maintained by (i) DTC or its nominee for such Master GDR, or any successor nominee (ii) institutions that have accounts with DTC. All references in this Agreement to issuance or delivery of GDRs shall be deemed to include, where applicable, adjustments in the "Nominee"). Except as provided in paragraph (iii) below, all records of the Outstanding Bonds Depositary showing the number of Book-Entry GDSs represented by a Master GDR. If, at any time when Book-Entry GDSs are evidenced by a Master GDR, DTC ceases to make its book-entry settlement system available for such GDSs, the Company shall be so registered consult with the Depositary regarding making other arrangements for book-entry settlement. In the event that it is impracticable without undue effort or expense to continue to have the Book-Entry GDSs available in the registration books kept by the Registrarbook-entry form, and subject to the provisions of this Section 2.01(e) shall apply thereto. (i) The Authority2.09, the BorrowerCompany shall instruct the Depositary to issue separate GDRs to the owners of beneficial interests in a Master GDR with such additions, deletions and modifications to this Agreement and to the Paying Agent, form of GDR attached hereto as Exhibit B as the Registrar Company and the Trustee shall have no responsibility or obligation Depositary may, from time to any DTC Participant or to any Beneficial Ownertime, except agree (which may include requiring additional statements, documents and certifications as otherwise expressly provided herein. Without limiting the immediately preceding sentence, the Authority, the Borrower, the Paying Agent, the Registrar and the Trustee shall have no responsibility or obligation with respect to (1) the accuracy a condition of the records of DTC, the Nominee or any DTC Participant with respect to any ownership interest in the Bonds, (2) the delivery to any DTC Participant or any other person, other than a Bondholder as shown in the registration books kept by the Registrar, of any notice with respect to the Bonds, including any notice of redemption or (3) the payment to any DTC Participant or any other person, other than a Bondholder, as shown in the registration books kept by the Registrar, of any amount with respect to principal of or interest on the Bonds. The Paying Agent shall pay all principal of, and interest on the Bonds only to or upon the order of the respective Bondholders, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, and all issuing such payments shall be valid and effective to fully satisfy and discharge the Authority's obligations with respect to payment of principal of, and interest on the Bonds to the extent of the sum or sums so paid. The Authority, the Borrower, the Paying Agent, the Registrar and the Trustee may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal 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 whatsoeverseparate GDRs). (ii) No person other than a Bondholder, as shown in the registration books kept by the Registrar, shall receive a certificated Bond evidencing the obligation of the Authority to make payments of principal, and interest pursuant to this Indenture. (iii) The Authority, the Paying Agent, the Registrar and the Trustee shall, if not previously on file, execute and deliver to DTC a letter of representation in customary form with respect to the Bonds (the "Representation Letter"), but such Representation Letter shall not in any way limit the provisions of the foregoing paragraph (i) or in any other way impose upon the Authority any obligation whatsoever with respect to persons having interests in the Bonds other than the Bondholders, as

Book-Entry System. Unless otherwise determined by (a) Anything in this Indenture to the Authoritycontrary notwithstanding, the Bonds shall any Bond may be authorized and issued in the form of one or more separate single certificated fully registered Bond or Bonds, registered in the name of Cede & Co., as nominee of DTC, or any successor nominee (the "Nominee"). Except as provided in paragraph (iii) below, all of the Outstanding Bonds shall be so registered in the registration books kept by the Registrar, and the provisions of this Section 2.01(e) shall apply theretoa Book-Entry Bond. (ib) The AuthorityFor all purposes of this Indenture, the BorrowerOwner of a Book-Entry Bond shall be the Securities Depository therefor and neither the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent nor the Registrar and the Trustee shall have no any responsibility or obligation to any DTC Participant the beneficial owner of such Bond or to any Beneficial Ownerdirect or indirect participant in such Securities Depository, except as otherwise expressly provided hereinin this Indenture. Without limiting the immediately preceding sentencegenerality of the foregoing, neither the Issuer, the Authority, the BorrowerTrustee, the Paying Agent, the Tender Agent, the Remarketing Agent nor the Registrar and the Trustee shall have no any responsibility or obligation to any such participant or to the beneficial owner of a Book-Entry Bond with respect to (1i) the accuracy of the records of DTC, the Nominee Securities Depository or any DTC Participant participant with respect to any beneficial ownership interest in the Bondssuch Bond, (2ii) the delivery to any DTC Participant participant of the Securities Depository, the beneficial owner of such Bond or any other person, other than a Bondholder as shown in the registration books kept by the RegistrarSecurities Depository, of any notice with respect to the Bondssuch Bond, including any notice of the redemption or purchase thereof, or (3iii) the payment to any DTC Participant participant of the Securities Depository, the beneficial owner of such Bond or any other person, other than a Bondholder, as shown in the registration books kept by the RegistrarSecurities Depository, of any amount with respect to principal of the principal, redemption price, if applicable, or purchase price of, or interest on the Bondson, such Bond. The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent shall pay and the Registrar may treat the Securities Depository therefor as, and deem such Securities Depository to be, the absolute owner of a Book-Entry Bond for all principal purposes whatsoever, including, but not limited to, (1) payment of the principal, redemption price, if applicable, or purchase price of, and interest on on, such Bond, (2) giving notices of redemption or purchase and of other matters with respect to such Bond, (3) registering transfers with respect to such Bond as permitted hereby and (4) except as expressly provided in this Indenture, giving to the Bonds Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent or the Registrar any notice, consent, request or demand pursuant to the Indenture for any purpose whatsoever. The Trustee, acting as Paying Agent, shall pay the principal or redemption price, if applicable, of, and interest on, a Book-Entry Bond, and the Trustee, acting as Tender Agent, shall pay the purchase price of a Book-Entry Bond, only to or upon the order of the respective Bondholders, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writingSecurities Depository therefor, and all such payments shall be valid and effective to satisfy fully satisfy and discharge the AuthorityIssuer's obligations with respect to payment of such principal ofor redemption price or purchase price, and interest on the Bonds interest, to the extent of the sum or sums so paid. Except as otherwise provided in subsection (d) of this Section 2.13, no person other than the Securities Depository shall receive a Bond or other instrument evidencing the Issuer's obligation to make payments of the principal, redemption price or purchase price thereof, and interest thereon. (c) The AuthorityIssuer, by notice to the BorrowerTrustee, the Paying Agent, the Registrar Tender Agent, the Registrar, the Remarketing Agent, if any, and a Securities Depository, may, with the Trustee may treat prior written consent of the Borrower, and consider shall, at the person in whose name each written direction of an Authorized Borrower Representative, terminate the services of such Securities Depository with respect to the Book-Entry Bonds for which such Securities Depository serves as securities depository if the Issuer determines that (i) the Securities Depository is unable to discharge its responsibilities with respect to such Bond is or (ii) a continuation of the requirement that all of the Bonds issued as Book-Entry Bonds be registered in the registration books of the Issuer kept by the Registrar as Trustee in the holder and absolute owner name of the Securities Depository is not in the best interests of the beneficial owners of such Bond for Bonds or of the purpose Issuer. (d) Upon the termination of payment the services of principal and interest a Securities Depository with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect a Book-Entry Bond pursuant to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. clause (ii) No person other than a Bondholderof subsection (c) of this Section 2.13, as shown in the registration books kept by the Registrar, shall receive a certificated Bond evidencing the obligation of the Authority to make payments of principal, and interest pursuant to this Indenture. (iii) The Authority, the Paying Agent, the Registrar and the Trustee shall, if not previously on file, execute and deliver to DTC a letter of representation in customary form with respect to the Bonds (the "Representation Letter"), but such Representation Letter shall not in any way limit the provisions of the foregoing paragraph (i) or in any other way impose upon the Authority any obligation whatsoever with respect to persons having interests in the Bonds other than the Bondholders, assuch

Book-Entry System. Unless otherwise determined by ‌ (a) Except as provided in subparagraph (c) of this Section 2.11, the Authorityregistered owner of all of the Bonds shall be, and the Bonds shall be registered in the name of, Cede & Co. (“Cede”), as nominee of The Depository Trust Company (“DTC”). Payment of semi-annual interest for any Bonds shall be made by transfer of same-day funds to the account of Cede on the interest payment date for the Bonds at the address indicated for Cede in the registration books of the Issuer kept by the Trustee. (b) The Bonds shall be initially issued in the form of one or more a separate single certificated fully registered Bond or bond in the amount of each separately stated maturity of the Bonds. Upon initial issuance, the ownership of such Bonds shall be registered in the registry books of the Issuer kept by the Trustee in the name of Cede & Co.Cede, as nominee of DTC. With respect to Bonds registered in the registry books kept by the Trustee in the name of Cede, as nominee of DTC, or any successor nominee (the "Nominee"). Except as provided in paragraph (iii) below, all of the Outstanding Bonds shall be so registered in the registration books kept by the Registrar, and the provisions of this Section 2.01(e) shall apply thereto. (i) The Authority, the Borrower, the Paying Agent, the Registrar Issuer and the Trustee shall have no responsibility or obligation to any participant of DTC Participant (a “Participant”) or to any person for whom a Participant acquires an interest in the Bonds (a “Beneficial Owner, except as otherwise expressly provided herein”). Without limiting the immediately preceding sentence, the Authority, the Borrower, the Paying Agent, the Registrar Issuer and the Trustee shall have no responsibility or obligation with respect to (1i) the accuracy of the records of DTC, the Nominee Cede or any DTC Participant with respect to any ownership interest in the Bonds, (2ii) the delivery to any DTC Participant Participant, any Beneficial Owner or any other person, other than a Bondholder as shown in the registration books kept by the RegistrarDTC, of any notice with respect to the Bonds, including any notice of redemption or (3iii) the payment to any DTC Participant Participant, any Beneficial Owner or any other person, other than a Bondholder, as shown in the registration books kept by the RegistrarDTC, of any amount with respect to the principal of or interest on the Bonds. The Paying Agent shall pay all principal of, and interest on the Bonds only to or upon the order of the respective Bondholders, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Authority's obligations with respect to payment of principal of, and interest on the Bonds to the extent of the sum or sums so paid. The Authority, the Borrower, the Paying Agent, the Registrar Issuer and the Trustee may treat as and consider deem DTC to be the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such each Bond for the purpose of payment of the principal of and interest with respect to on 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. (ii) . The Trustee shall pay all principal of and interest on the Bonds only to or upon the order of DTC, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer’s obligations with respect to the principal of and interest on the Bonds to the extent of the sum or sums so paid. Payments of principal may be made without requiring the surrender of the Bonds, and the Issuer and Trustee shall not be liable for the failure of DTC or any successor thereto to properly indicate on the Bonds the payment of such principal. No person other than a Bondholder, as shown in the registration books kept by the Registrar, DTC shall receive a certificated Bond evidencing the obligation of the Authority Issuer to make payments of principal, principal of and interest on the Bonds pursuant to this Indenture. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the transfer provisions hereof, the word “Cede” in this Indenture shall refer to such new nominee of DTC. (iiic) The Authority, the Paying Agent, the Registrar and the Trustee shall, if not previously on file, execute and deliver (i) DTC may determine to DTC a letter of representation in customary form discontinue providing its services with respect to the Bonds at any time by giving written notice to the Issuer and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (the "Representation Letter"if there is not a successor securities depository), but such Representation Letter shall not Bond certificates will be delivered as described in any way limit the provisions of the foregoing paragraph (i) or in any other way impose upon the Authority any obligation whatsoever with respect to persons having interests in the Bonds other than the Bondholders, asthis Indenture.

Book-Entry System. Unless otherwise determined by the Authority, the Bonds shall be issued in the form of one or more separate a single certificated fully registered Bond or BondsBond, registered in the name of Cede & Co., as nominee of the Depository Trust Company (such entity and its successors and assigns are referred to herein as "DTC"), or such other name as may be requested by an authorized representative of DTC, or any successor nominee (the "Nominee"). Except as provided in paragraph (iiiC) below, all of the Outstanding Bonds shall be so registered in the registration books kept by the Registrar, and the provisions of this Section 2.01(e) shall apply thereto. (i) The AuthorityIssuer, the Borrower, the Paying Remarketing Agent, the Tender Agent, the Trustee, the Registrar, the Paying Agent and any Co-Registrar and the Trustee Co-Paying Agent shall have no responsibility or obligation to any DTC Participant participant or to any Beneficial Ownerperson on behalf of which a DTC participant holds an interest in the Bonds, except as otherwise expressly provided herein. Without limiting the immediately preceding sentence, the AuthorityIssuer, the Borrower, the Trustee, the Registrar, the Paying Agent, the Tender Agent, the Remarketing Agent and any Co-Registrar and the Trustee Co-Paying Agent shall have no responsibility or obligation with respect to (1i) the accuracy of the records of DTC, the Nominee or Nominee, any DTC Participant participant or indirect participant with respect to any ownership interest in the Bonds, (2ii) the delivery to any DTC Participant participant or any other person, other than a Bondholder an Owner as shown in the registration books kept by the Registrar, of any notice with respect to the Bonds, including any notice of redemption (except that the Trustee and Tender Agent, if any, shall have the obligation to deliver notices of optional and mandatory tender to the Remarketing Agent, if any, as provided herein) or (3iii) the payment to any DTC Participant participant or any other person, other than a Bondholderan Owner, as shown in the registration books kept by the Registrar, of any amount with respect to principal of or purchase price of, premium, if any, or interest on the Bonds. The Paying Agent shall pay all principal ofprincipal, premium, if any, and interest on the Bonds only to or upon the order of the respective BondholdersOwners, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the AuthorityIssuer'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. The AuthorityIssuer, the Borrower, the Trustee, the Registrar, the Paying Agent, the Tender Agent, the Remarketing Agent and any Co-Registrar and the Trustee Co-Paying Agent may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal principal, purchase price, premium 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. ; provided, however, notwithstanding the foregoing provisions, the Tender Agent, if any, shall accept any notice of optional tender pursuant to Section 4.08(a) from any Owner of any Book-Entry Bond, but shall make payment of the purchase price thereof only to the registered owner of such Bond in the manner provided in the Representation Letter (ii) No as defined below); and provided further, that no person other than a Bondholderan Owner, as shown in the registration books kept by the Registrar, shall receive a certificated Bond evidencing the obligation of the Authority Issuer to make payments of principal, premium, if any, and interest pursuant to this Indenture. (iiiii) The AuthorityIssuer, the Paying Agent, the Registrar and Registrar, the Tender Agent and/or the Trustee shall, if not previously on file, execute and deliver to DTC a letter of representation in customary form with respect to the Bonds (the "Representation Letter"), but such Representation Letter shall not in any way limit the provisions of the foregoing paragraph (i) or in any other way impose upon the Authority Issuer any obligation whatsoever with respect to persons having interests in the Bonds other than the BondholdersOwners, asas shown on the registration books kept by the Registrar. The Trustee, the Tender Agent and the Paying Agent shall take all actions necessary for representations of the Issuer in the Representation Letter with respect to the Trustee, the Tender Agent and the Paying Agent to be complied with at all times. (iii) The Issuer, with the consent of the Borrower, may, and upon request of the Borrower shall, terminate the services of DTC with respect to the Bonds. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice and all relevant information on the beneficial owners of the Bonds to the Issuer, the Borrower, the Tender Agent, if any, and the Trustee and discharging its responsibilities with respect thereto under applicable law. Upon the discontinuance or termination of the services of DTC with respect to the Bonds, unless a substitute securities depository is appointed by the Issuer (with the consent, or at the request, of the Borrower) to undertake the functions of DTC hereunder, the Issuer, at the expense of the Borrower, is obligated to deliver Bond certificates to the Owners of such Bonds, as described in this Indenture, and such Bonds shall no longer be restricted to being registered in the registration books kept by the Registrar in the name of the Nominee, but may be registered in whatever name or names Owners transferring or exchanging such Bonds shall designate, in accordance with the provisions of this Indenture. (iv) In connection with any notice or other communication to be provided to Owners pursuant to this Indenture by the Issuer, the Borrower the Remarketing Agent, the Tender Agent, the Trustee, the Registrar, the Paying Agent, and any Co-Registrar and Co-Paying Agent with respect to any consent or other action to be taken by the Owners of the Bonds, the Issuer, the Borrower the Remarketing Agent, the Tender Agent, the Trustee, the Registrar, the Paying Agent, any Co-Registrar and Co-Paying Agent, as the case may be, the Trustee shall establish a record date for such consent or other action and give DTC notice of such record date not less than 15 calendar days in advance of such record date to the extent possible. (v) So long as any Bond is registered in the name of the Nominee, all payments with respect to principal, purchase price, premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Representation Letter. Owners shall have no lien or security interest in any rebate or refund paid by DTC to the Tender Agent, if any, or the Paying Agent which arises from the payment by the Tender Agent, if any, or Paying Agent of principal of or purchase price, premium, if any, or interest on the Bonds in immediately available funds to DTC.

Book-Entry System. (a) Unless otherwise determined by the AuthorityIssuer, the Bonds shall be issued in the form of one or more a separate single certificated fully registered Bond or BondsBond, registered in the name of Cede & Co., as nominee of DTC, or any successor nominee (the "Nominee"). The actual owners of the Bonds (the "Beneficial Owners") will not receive -27- Forsyth Series 1998B Trust Indenture physical delivery of Bond certificates except as provided herein. Except as provided in paragraph (iiid) below, all of the Outstanding Bonds shall be so registered in the registration books kept by the Registrarregistrar, and the provisions of this Section 2.01(e) shall apply thereto. (ib) The AuthorityWith respect to Bonds registered on the registration books kept by the Registrar in the name of the Nominee, the BorrowerIssuer, the Company, the Paying Agent, the Registrar Trustee and the Trustee Remarketing Agent shall have no responsibility or obligation to any DTC Participant or to any the Beneficial Owner, except as otherwise expressly provided hereinOwners. Without limiting the immediately preceding sentence, the AuthorityIssuer, the BorrowerCompany, the Paying Agent, the Registrar Trustee and the Trustee Remarketing Agent shall have no responsibility or obligation to DTC, any DTC Participant or any Beneficial Owner with respect to (1) the accuracy of the records of DTC, the Nominee or any DTC Participant with respect to any ownership interest in the Bonds, (2) the delivery to by DTC or any DTC Participant or any other person, other than a Bondholder as shown in the registration books kept by the Registrar, of any notice with respect to the Bonds, including any notice of redemption redemption, or (3) the payment to any DTC Participant or any other person, other than a Bondholder, as shown in the registration books kept by the Registrar, Beneficial Owner of any amount with respect to principal of or purchase price of, or premium, if any, or interest on on, the Bonds. The Paying Agent shall pay all principal of, and interest on the Bonds only to or upon the order of the respective Bondholders, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Authority's obligations with respect to payment of principal of, and interest on the Bonds to the extent of the sum or sums so paid. The AuthorityIssuer, the BorrowerCompany, the Paying Agent, the Registrar Trustee and the Trustee Remarketing Agent may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal purchase price, premium 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. (ii) . The Paying Agent shall pay all principal of and premium if any, and interest on, the Bonds only to or upon the order of the respective Owners, as shown in the registration books kept by the Registrar, 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, and premium, if any, and interest on, the Bonds to the extent of the sum or sums so paid. No person other than a Bondholderan Owner, as shown in the registration books kept by the Registrar, shall receive a certificated Bond evidencing the obligation of the Authority Issuer to make payments of principalprincipal premium if any, and interest pursuant to this Indenture. (iiic) The AuthorityIssuer, the Paying Agent, the Registrar Remarketing Agent and the Trustee shall, if not previously on file, shall execute and deliver to DTC a letter of representation representations in customary form with respect to the Bonds in book-entry form (the "DTC Representation Letter"), but such DTC Representation Letter shall not in any way limit the provisions of the foregoing paragraph (ib) or in any other way impose upon the Authority Issuer, the Trustee or the Paying Agent any obligation whatsoever with respect to persons having interests in the Bonds other than the BondholdersOwners, asas shown on the registration books kept by the Registrar. The Trustee, the Remarketing Agent and the Paying Agent shall take all action necessary for all representations of the Issuer in the DTC Representation Letter with respect to the Trustee, the Remarketing Agent and the Paying Agent to be compiled with at all times, including but not limited to, the giving of all notices required under the DTC Representation Letter. The Trustee and Paying Agent are hereby authorized by the Issuer to enter into the DTC Representation Letter. (d) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving reasonable notice to the Issuer or the Trustee and discharging its responsibilities with respect thereto under applicable law. The Issuer, with the consent of the -28- Forsyth Series 1998B Trust Indenture Company, may terminate the services of DTC with respect to the Bonds. Upon the discontinuance or termination of the services of DTC with respect to the Bonds, unless a substitute securities depository is appointed to undertake the functions of DTC hereunder, the Issuer, at the expense of the Company, is obligated to deliver Bond certificates to the Beneficial Owners of such Bonds, as described in this Indenture, and such Bonds shall no longer be restricted to being registered in the registration books kept by the Registrar in the name of the Nominee, but may be registered in whatever name or names Owners transferring or exchanging Bonds shall designate, in accordance with the provisions of this Indenture. (e) Notwithstanding any other provision of this Indenture to the contrary, so long as any Bond is registered in the name of the Nominee, all payments with respect to principal or purchase price of or, premium if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the DTC Representation Letter. Owners shall have no lien or security interest in any rebate or refund paid by DTC to the Paying Agent which arises from the payment by the Paying Agent of principal of, or premium, if any, or interest on, the Bonds in immediately available funds to DTC. (f) So long as any Bond is held in book-entry form a Beneficial Owner (through its DTC Participant) shall give notice to the Trustee to elect to have its Bonds purchased, and shall effect delivery of such Bonds by causing such DTC Participant to transfer its interest in the Bonds equal to such Beneficial Owner's interest on the records of DTC to the Trustee's participant account with DTC. The requirement for physical delivery of the Bonds in connection with any purchase pursuant to Section 3.01 and Section 3.02 hereof shall be deemed satisfied when the ownership rights in the Bonds are transferred by DTC Participants on the records of DTC to the Trustee's participant account.

Book-Entry System. Unless Except as otherwise determined by provided in a Supplemental Trust Agreement, upon the Authority, initial issuance and delivery of the Bonds after January 1, 2006, such Additional Bonds (referred to in this section as "Book Entry Bonds") shall be issued in the form name of one the Securities Depository or more separate single certificated fully its nominee, as registered Bond or owner of the Bonds, and held in the custody of the Securities Depository. (A) Except as provided in subsections B and C of this Section, the registered Holder of all Book Entry Bonds shall be, and the Book Entry Bonds shall be registered in the name of of, Cede & Co., as nominee of DTC. Payment of interest for any Book Entry Bond, or any successor nominee (as applicable, shall be made in accordance with the "Nominee"). Except as provided provisions of this Trust Agreement to the account of Cede, on the Interest Payment Date for the Book Entry Bonds at the address indicated for Cede in paragraph (iii) below, all the registration books of the Outstanding Authority kept by the Bond Registrar. (B) The Book Entry Bonds shall be so initially issued in the form of a separate single fully registered Bond in the amount of each separate stated maturity of the Book Entry Bonds. Upon initial issuance, the ownership of each such Book Entry Bond shall be registered in the registration books kept by the RegistrarBond Registrar in the name of Cede, and as nominee of DTC. With respect to Book Entry Bonds so registered in the provisions name of this Section 2.01(e) shall apply thereto. (i) The Cede, the Authority, the Borrower, the Paying Agent, the Bond Registrar and the Trustee any Paying Agent shall have no responsibility or obligation to any DTC Participant or to any Beneficial Owner, except as otherwise expressly provided hereinOwner of any of such Book Entry Bonds. Without limiting the immediately preceding sentence, the Authority, the Borrower, the Paying Agent, the Bond Registrar and the Trustee any Paying Agent shall have no responsibility or obligation with respect to (1i) the accuracy of the records of DTC, the Nominee Cede or any DTC Participant with respect to any beneficial ownership interest in the Book Entry Bonds, (2ii) the delivery to any DTC Participant Participant, Beneficial Owner or any other person, other than a Bondholder as shown in the registration books kept by the RegistrarDTC, of any notice with respect to the Book Entry Bonds, including any notice of redemption redemption, or (3iii) the payment to any DTC Participant Participant, Beneficial Owner or any other person, other than a Bondholder, as shown in the registration books kept by the RegistrarDTC, of any amount with respect to the principal of or Redemption Price of, or interest on the Bonds. The Paying Agent shall pay all principal ofon, and interest on the Bonds only to or upon the order any of the respective Bondholders, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Authority's obligations with respect to payment of principal of, and interest on the Bonds to the extent of the sum or sums so paidBook Entry Bonds. The Authority, the BorrowerBond Registrar and any Paying Agent may treat DTC as, and deem DTC to be, the Paying Agent, the Registrar and the Trustee may treat and consider the person in whose name absolute Holder of each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Book Entry Bond for the purpose of all purposes whatsoever, including (but not limited to) (a) payment of the principal or Redemption Price of, and interest with respect to on, each such Book Entry Bond, for the purpose of (b) giving notices of redemption and other matters with respect to such Bond, for the purpose of Book Entry Bonds and (c) registering transfers with respect to such BondBook Entry Bonds. The Paying Agent shall pay the principal or Redemption Price of, and for interest on, all other purposes whatsoever. (ii) No Book Entry Bonds only to or upon the order of DTC, and all such payment shall be valid and effective to satisfy fully and discharge the Authority's obligations with respect to such principal or Redemption Price and interest, to the extent of the sums so paid. Except as provided in Section 2.04(E), no person other than a Bondholder, as shown in the registration books kept by the Registrar, DTC shall receive a certificated Book Entry Bond evidencing the obligation of the Authority to make payments of principalprincipal or Redemption Price of, and interest on, any such Book Entry Bond pursuant to this IndentureTrust Agreement. Upon delivery by DTC to the Bond Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the transfer provisions of this Trust Agreement, the word “Cede” in this Trust Agreement shall refer to such new nominee of DTC. Except as provided in Section 2.04(E), and notwithstanding any other provisions of this Trust Agreement to the contrary, the Book Entry Bonds may be registered, in whole but not in part, only in the name of the DTC or a nominee of DTC or to any successor securities depository appointed pursuant to this Section 2.04 or any nominee thereof. (iiiC) DTC may determine to discontinue providing its services with respect to the Book Entry Bonds at any time by giving written notice to the Authority, the Bond Registrar and the Paying Agent, which notice shall certify that DTC has discharged its responsibilities with respect to the Book Entry Bonds under applicable law. (D) The Authority, in its sole discretion and without the Paying Agentconsent of any other person, and upon compliance with any agreements between the Registrar Authority and DTC, may request termination of the Trustee shall, if not previously on file, execute and deliver to services of DTC a letter of representation in customary form with respect to the Book Entry Bonds (if the "Representation Letter"), but such Representation Letter shall not in any way limit the provisions of the foregoing paragraph Authority determines that: (i) or in any other way impose upon the Authority any obligation whatsoever DTC is unable to discharge its responsibilities with respect to persons having interests the Book Entry Bonds; or (ii) a continuation of the requirement that all of the Outstanding Book Entry Bonds be registered in the registration books kept by the Bond Registrar in the name of Cede, as nominee of DTC, is not in the best interest of the Beneficial Owner of the Book Entry Bonds. Current DTC rules provide that upon receipt of such a request, DTC will take the following actions: (i) DTC will issue an “Important Notice” notifying its Participants of the receipt of a withdrawal request from the Authority reminding Participants that they may utilize DTC’s withdrawal procedures if they wish to withdraw their securities from DTC; and (ii) DTC will process withdrawal requests submitted by Participants in the ordinary course of business, but will not effectuate withdrawals based upon a request from the Authority. The Authority shall, by written notice to the Bond Registrar, terminate the services of DTC with respect to the Book Entry Bonds other upon receipt by the Authority, the Bond Registrar and the Paying Agent of written notice from DTC to the effect that DTC has received written notice from DTC Participants having interests, as shown in the records of DTC, in an aggregate principal amount of not less than fifty percent (50%) of the Bondholders, asaggregate principal amount of the Outstanding Book Entry Bonds to the effect that: (i) DTC is unable to discharge its responsibilities with respect to the Book Entry Bonds; or

Book-Entry System. Unless Except as otherwise determined by provided in a Supplemental Trust Agreement, upon the Authority, initial issuance and delivery of the Bonds after January 1, 2006, such Additional Bonds (referred to in this section as “Book Entry Bonds”) shall be issued in the form name of one the Securities Depository or more separate single certificated fully its nominee, as registered Bond or owner of the Bonds, and held in the custody of the Securities Depository. (A) Except as provided in subsections B and C of this Section, the registered Holder of all Book Entry Bonds shall be, and the Book Entry Bonds shall be registered in the name of of, Cede & Co., as nominee of DTC. Payment of interest for any Book Entry Bond, or any successor nominee as applicable, shall be made in accordance with the provisions of this Trust Agreement to the account of Cede, on the Interest Payment Date for the Book Entry Bonds at the address indicated for Cede in the registration books of the Authority kept by the Trustee as bond registrar (the "Nominee"“Bond Registrar”). Except as provided in paragraph . (iiiB) below, all of the Outstanding The Book Entry Bonds shall be so initially issued in the form of a separate single fully registered Bond in the amount of each separate stated maturity of the Book Entry Bonds. Upon initial issuance, the ownership of each such Book Entry Bond shall be registered in the registration books kept by the RegistrarBond Registrar in the name of Cede, and as nominee of DTC. With respect to Book Entry Bonds so registered in the provisions name of this Section 2.01(e) shall apply thereto. (i) The Cede, the Authority, the Borrower, the Paying Agent, the Bond Registrar and the Trustee any Paying Agent shall have no responsibility or obligation to any DTC Participant or to any Beneficial Owner, except as otherwise expressly provided hereinOwner of any of such Book Entry Bonds. Without limiting the immediately preceding sentence, the Authority, the Borrower, the Paying Agent, the Bond Registrar and the Trustee any Paying Agent shall have no responsibility or obligation with respect to (1i) the accuracy of the records of DTC, the Nominee Cede or any DTC Participant with respect to any beneficial ownership interest in the Book Entry Bonds, (2ii) the delivery to any DTC Participant Participant, Beneficial Owner or any other person, other than a Bondholder as shown in the registration books kept by the RegistrarDTC, of any notice with respect to the Book Entry Bonds, including any notice of redemption or redemption, (3iii) the payment to any DTC Participant Participant, Beneficial Owner or any other person, other than a Bondholder, as shown in the registration books kept by the RegistrarDTC, of any amount with respect to the principal of or Redemption Price of, or interest on the Bonds. The Paying Agent shall pay all principal ofon, and interest on the Bonds only to or upon the order any of the respective BondholdersBook Entry Bonds, as shown (iv) the selection by DTC and the DTC Participants of the beneficial interests in Book Entry Bonds of a maturity to be redeemed in the registration books kept by the Registrarevent such Book Entry Bonds are redeemed in part, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge (v) any consent given or other action taken by DTC as the Authority's obligations with respect to payment of principal of, and interest on the Bonds to the extent Holder of the sum or sums so paidBook Entry Bonds. The Authority, the BorrowerBond Registrar and any Paying Agent may treat DTC as, and deem DTC to be, the Paying Agent, the Registrar and the Trustee may treat and consider the person in whose name absolute Holder of each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Book Entry Bond for the purpose of all purposes whatsoever, including (but not limited to) (a) payment of the principal or Redemption Price of, and interest with respect to on, each such Book Entry Bond, for the purpose of (b) giving notices of redemption and other matters with respect to such BondBook Entry Bonds, for the purpose of (c) registering transfers with respect to such Book Entry Bonds, (d) selecting Book Entry Bonds, or portions thereof, to be redeemed, and (e) obtaining any consent or other action to be taken by Holders, and the Authority, the Bond Registrar and any Paying Agent shall not be affected by any notice to the contrary. In the event of a redemption of all or a portion of a Book Entry Bond, DTC, in its discretion (i) may request the Trustee to authenticate and for all other purposes whatsoever. deliver a new Book Entry Bond, or (ii) No if DTC is the sole Owner of such Book Entry Bond, shall make an appropriate notation on the Book Entry Bond indicating the date and amounts of the reduction in principal thereof resulting from such redemption, except in the case of final payment, in which case such Book Entry Bond must be presented to the Trustee prior to payment. The Paying Agent shall pay the principal or Redemption Price of, and interest on, all Book Entry Bonds only to or upon the order of DTC, and all such payment shall be valid and effective to satisfy fully and discharge the Authority's obligations with respect to such principal or Redemption Price and interest, to the extent of the sums so paid. Except as provided in Section 2.04(E), no person other than a Bondholder, as shown in the registration books kept by the Registrar, DTC shall receive a certificated Book Entry Bond evidencing the obligation of the Authority to make payments of principalprincipal or Redemption Price of, and interest on, any such Book Entry Bond pursuant to this Indenture. (iii) The AuthorityTrust Agreement. Upon delivery by DTC to the Bond Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the transfer provisions of this Trust Agreement, the Paying Agentword “Cede” in this Trust Agreement shall refer to such new nominee of DTC. Except as provided in Section 2.04(E), and notwithstanding any other provisions of this Trust Agreement to the contrary, the Registrar and Book Entry Bonds may be registered, in whole but not in part, only in the Trustee shallname of the DTC or a nominee of DTC or to any successor securities depository appointed pursuant to this Section 2.04 or any nominee thereof. In order to qualify the Book Entry Bonds for DTC’s book-entry system, if not previously on file, the Authority may execute and deliver to DTC a letter of representation in customary form with respect to the Bonds (the "Representation Letter"), but representations required by DTC. The execution and delivery of such Representation Letter letter of representations shall not in any way limit the provisions of the foregoing paragraph (i) or in any other way impose upon the Authority Authority, the Trustee, the Bond Registrar or any Paying Agent any obligation whatsoever with respect to persons having interests in the such Book Entry Bonds other than DTC as the BondholdersRegistered Owner. Such letter of representations may provide the time, asform, content and manner of transmission, of notices to DTC. (C) DTC may determine to discontinue providing its services with respect to the Book Entry Bonds at any time by giving written notice to the Authority, the Bond Registrar and the Paying Agent, which notice shall certify that DTC has discharged its responsibilities with respect to the Book Entry Bonds under applicable law. (D) The Authority, in its sole discretion and without the consent of any other person, and upon compliance with any agreements between the Authority and DTC (including a letter of representations), may request termination of the services of DTC with respect to the Book Entry Bonds if the Authority determines that: (i) DTC is unable to discharge its responsibilities with respect to the Book Entry Bonds; or (ii) a continuation of the requirement that all of the Outstanding Book Entry Bonds be registered in the registration books kept by the Bond Registrar in the name of ▇▇▇▇, as nominee of DTC, is not in the best interest of the Beneficial Owner of the Book Entry Bonds. Current DTC rules provide that upon receipt of such a request, DTC will take the following actions: (i) DTC will issue an “Important Notice” notifying its Participants of the receipt of a withdrawal request from the Authority reminding Participants that they may utilize DTC’s withdrawal procedures if they wish to withdraw their securities from DTC; and (ii) DTC will process withdrawal requests submitted by Participants in the ordinary course of business, but will not effectuate withdrawals based upon a request from the Authority. The Authority shall, by written notice to the Bond Registrar, terminate the services of DTC with respect to the Book Entry Bonds upon receipt by the Authority, the Bond Registrar and the Paying Agent of written notice from DTC to the effect that DTC has received written notice from DTC Participants having interests, as shown in the records of DTC, in an aggregate principal amount of not less than fifty percent (50%) of the aggregate principal amount of the Outstanding Book Entry Bonds to the effect that: (i) DTC is unable to discharge its responsibilities with respect to the Book Entry Bonds; or (ii) a continuation of the requirement that all of the Outstanding Book Entry Bonds be registered in the registration books kept by Registrar, in the name of Cede, as nominee of DTC, is not in the best interests of the Beneficial Owner of the Book Entry Bonds. (E) Upon the termination of the services of DTC with respect to the Book Entry Bonds pursuant to subsection (D), or upon the discontinuance or termination of the services of DTC with respect to the Book Entry Bonds pursuant to subsection (B) or subsection (C), the Authority may within 90 days thereafter appoint a substitute Securities Depository which, in the opinion of the Authority, is willing and able to undertake the functions of DTC hereunder upon reasonable and customary terms. If no such successor can be found within such period, the Book Entry Bonds shall no longer be restricted to being registered in the registration books kept by the Bond Registrar, in the name of Cede, as nominee of DTC. In such event the Authority shall execute and the Bond Registrar shall authenticate Book Entry Bond certificates as requested by DTC of like principal amount, maturity and Series, in authorized denominations and the Bond Registrar shall deliver such certificates at its corporate trust office to the Beneficial Owners identified in writing by the Securities Depository in replacement of such beneficial owners' beneficial interests in the Book Entry Bonds. (F) Notwithstanding any other provision of this Trust Agreement to the contrary, so long as any Book Entry Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to the principal or Redemption Price of, and interest on, such Book Entry Bond and all notices with respect to such Book Entry Bond shall be made and given, respectively, to DTC as the registered Holder of such Bonds. (G) In connection with any notice or other communication to be provided to Holders of Book Entry Bonds registered in the name of Cede pursuant to this Trust Agreement by the Authority or the Bond Registrar with respect to any consent or other action to be taken by such Holders, the Authority shall establish a record date for such consent or other action by such Holders and give DTC notice of such record date not less than fifteen (15) calendar days in advance of such record date to the extent possible. NEITHER THE AUTHORITY NOR THE REGISTRAR WILL HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO THE DTC PARTICIPANTS OR THE BENEFICIAL OWNERS WITH RESPECT TO (1) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DTC PARTICIPANT; (2) THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL AMOUNT, SINKING FUND INSTALLMENT FOR, REDEMPTION PRICE OF OR INTEREST ON THE BOOK ENTRY BONDS; (3) THE DELIVERY BY DTC OR ANY DTC PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE BOND RESOLUTION TO BE GIVEN TO BONDHOLDERS; (4) THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BOOK ENTRY BONDS; OR (5) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY CEDE & CO. AS THE NOMINEE OF DTC, AS REGISTERED OWNER. SO LONG AS CEDE & CO IS THE REGISTERED OWNER OF THE BOOK ENTRY BONDS, AS NOMINEE OF DTC, REFERENCES HEREIN TO THE BONDHOLDERS OR REGISTERED HOLDERS OF THE BOOK ENTRY BONDS SHALL MEAN CEDE & CO. AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE BOOK ENTRY BONDS.

Book-Entry System. Unless otherwise determined by (a) Except as provided in subsection (c) of this Section, the Authority, registered Owner of all of the Bonds shall be DTC and the Bonds shall be registered in the name of Cede & Co., as nominee for DTC. Notwithstanding anything to the contrary contained in this Paying Agent Agreement, payment of interest with respect to any Bond registered as of each Record Date in the name of Cede & Co. shall be made by wire transfer of same-day funds to the account of Cede & Co. on the payment date for the Bonds at the address indicated on the Record Date for Cede & Co. in the Registration Books or as otherwise provided in the Representation Letter. (b) The Bonds shall be initially issued in the form of one or more separate single certificated fully registered Bonds in the amount of each separate stated maturity of Bonds; provided, however, that if different CUSIP numbers are assigned to a Bond of a subseries or Bondstype of Bond within a subseries maturing in a single year or, if Bonds of a subseries or type of Bond maturing in a single year are issued with different interest rates, additional Bond certificates shall be prepared for each such maturity. Upon initial issuance, the ownership of such Bonds shall be registered in the Registration Books in the name of Cede & Co., as nominee of DTC, . The Paying Agent and the District may treat DTC (or any successor nominee (its nominee) as the "Nominee"). Except as provided in paragraph (iii) below, all sole and exclusive Owner of the Outstanding Bonds shall be so registered in its name for the registration books kept purposes of payment of the principal of, premium, if any, and interest on the Bonds, selecting the Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to Owners of Bonds under this Paying Agent Agreement, registering the transfer of Bonds, obtaining any consent or other action to be taken by the RegistrarOwners of Bonds and for all other purposes whatsoever, and the provisions of this Section 2.01(e) shall apply thereto. (i) The Authority, the Borrower, the Paying Agent, the Registrar Agent and the Trustee District shall not be affected by any notice to the contrary. The Paying Agent and the District shall not have no any responsibility or obligation to any DTC Participant or to Participant, any Beneficial Owner, except as otherwise expressly provided herein. Without limiting the immediately preceding sentence, the Authority, the Borrower, the Paying Agent, the Registrar and the Trustee shall have no responsibility or obligation with respect to (1) the accuracy of the records of DTC, the Nominee or any DTC Participant with respect to any person claiming a beneficial ownership interest in the BondsBonds under or through DTC or any Participant, (2) the delivery to any DTC Participant or any other personperson which is not shown on the Registration Books as being an Owner, other than a Bondholder as shown in the registration books kept by the Registrar, of any notice with respect to the Bonds, including accuracy of any notice of redemption records maintained by DTC or (3) any Participant; the payment to any by DTC Participant or any other person, other than a Bondholder, as shown in the registration books kept by the Registrar, Participant of any amount with in respect to of the principal of or of, premium, if any, and interest on the Bonds; any notice which is permitted or required to be given to Owners of Bonds under this Paying Agent Agreement; the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of the Bonds; or any consent given or other action taken by DTC as Owner of Bonds. The Paying Agent shall pay all principal of, premium, if any, and interest on the Bonds Bonds, only to or upon the order of the respective Bondholders, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writingDTC, and all such payments shall be valid and effective to fully satisfy and discharge the Authority's County and the District’s obligations with respect to payment of the principal of, premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. The AuthorityExcept under the conditions of (c) of this Section, no person other than DTC shall receive an executed Bond for each separate stated maturity of Bonds or, as provided herein, portion thereof. Upon delivery by DTC to the Paying 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 provisions herein with respect to record dates, the Borrowerterm “Cede & Co.” in this Paying Agent Agreement shall refer to such new nominee of DTC. (c) In the event (i) DTC, including any successor as securities depository for the Bonds, determines not to continue to act as securities depository for the Bonds; or (ii) the District determines that the incumbent securities depository shall no longer so act, and delivers a written certificate to the Paying Agent to that effect, then the District will discontinue the book-entry system with the incumbent securities depository for the Bonds. If the District determines to replace the incumbent securities depository for the Bonds with another qualified securities depository, the Paying AgentDistrict shall prepare or direct the preparation of a new single, separate fully registered Bond for the Registrar aggregate Outstanding principal amount of Bonds of each maturity and series of Bonds or, as provided herein, portion thereof, registered in the name of such successor or substitute qualified securities depository, or its nominee, or make such other arrangement acceptable to the District and the Trustee may treat Paying Agent and consider the person successor securities depository for the Bonds as are not inconsistent with the terms of this Paying Agent Agreement. If the District fails to identify another qualified successor securities depository of the Bonds to replace the incumbent securities depository, then the Bonds shall no longer be restricted to being registered in whose the Registration Books in the name each of the incumbent securities depository or its nominee, but shall be registered in whatever name or names the incumbent securities depository for the Bonds, or its nominee, shall designate. In such event the Paying Agent shall authenticate and deliver a sufficient quantity of Bonds as to carry out the transfers and exchanges provided in Sections 47.05, 47.06 and 47.07 hereof. All such Bonds shall be in fully registered form in Authorized Denominations. (d) Notwithstanding any other provision of this Paying Agent Agreement to the contrary, so long as any Bond is registered in the registration books kept by name of DTC, or its nominee, all payments with respect to the Registrar as the holder principal of, premium, if any, and absolute owner of interest on such Bond for the purpose of payment of principal and interest all notices with respect to such BondBond shall be made and given, for respectively, as provided in the purpose Representation Letter. (e) In connection with any notice or other communication to be provided to Owners of giving notices of redemption and other matters Book-Entry Bonds pursuant to this Paying Agent Agreement by the District or the Paying Agent with respect to such Bondany consent or other action to be taken by Owners, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. (ii) No person other than a Bondholder, as shown in the registration books kept by the Registrar, shall receive a certificated Bond evidencing the obligation of the Authority to make payments of principal, and interest pursuant to this Indenture. (iii) The Authority, District or the Paying Agent, as the Registrar case may be, shall establish a record date for such consent or other action and the Trustee shall, if give DTC notice of such record date not previously on file, execute and deliver to DTC a letter less than 15 calendar days in advance of representation in customary form with respect such record date to the Bonds (the "Representation Letter"), but such Representation Letter shall not in any way limit the provisions of the foregoing paragraph (i) or in any other way impose upon the Authority any obligation whatsoever with respect to persons having interests in the Bonds other than the Bondholders, asextent possible.

Book-Entry System. Unless otherwise determined by (a) The Certificates shall initially be executed and delivered as Book-Entry Certificates, and the Authority, the Bonds Certificates for each stated Principal Payment Date shall be issued in the form of one or more a separate single certificated fully registered Bond Certificate (which may be typewritten). The ownership of each Book-Entry Certificate shall be registered in the Registration Books in the name of the Nominee, as nominee of the Depository. Payment of principal or Bonds, interest evidenced by any Book-Entry Certificate registered in the name of Cede & Co., as nominee the Nominee shall be made on the applicable Interest Payment Date or Principal Payment Date by wire transfer of DTC, New York clearing house or any successor nominee (equivalent next day funds or by wire transfer of same day funds to the "Nominee"). Except as provided in paragraph (iii) below, all account of the Outstanding Bonds Nominee. Such payments shall be so registered made to the Nominee at the address which is, on the Record Date, shown for the Nominee in the registration books kept by the Registrar, and the provisions of this Section 2.01(e) shall apply theretoRegistration Books. (ib) The AuthorityWith respect to Book-Entry Certificates, the BorrowerCounty, the Paying Agent, the Registrar Corporation and the Trustee shall have no responsibility or obligation to any DTC Participant or to any Beneficial Owner, except as otherwise expressly provided hereinperson on behalf of which such a Participant holds an interest in such Book-Entry Certificates. Without limiting the immediately preceding sentence, the AuthorityCounty, the Borrower, the Paying Agent, the Registrar Corporation and the Trustee shall have no responsibility or obligation with respect to (1i) the accuracy of the records of DTCthe Depository, the Nominee or any DTC Participant with respect to any ownership interest in the Bonds, Book-Entry Certificates, (2ii) the delivery to any DTC Participant or any other person, other than a Bondholder an Owner as shown in the registration books kept by the RegistrarRegistration Books, of any notice with respect to the BondsBook-Entry Certificates, including any notice of redemption or prepayment, (3iii) the selection by the Depository and its Participants of the beneficial interests in Book-Entry Certificates to be prepaid in the event Certificates are prepaid in part, (iv) the payment to any DTC Participant or any other person, other than a Bondholder, an Owner as shown in the registration books kept by the RegistrarRegistration Books, of any amount with respect to principal of principal, premium, if any, or interest evidenced by Book-Entry Certificates, or (v) any consent given or other action taken by the Depository as Owner. (c) The County, the Corporation and the Trustee may treat and consider the person in whose name each Book-Entry Certificate is registered in the Registration Books as the absolute Owner of such Book-Entry Certificate for the purpose of payment of principal, prepayment premium, if any, and interest evidenced by such Certificate, for the purpose of selecting any Certificates, or portions thereof, to be prepaid, for the purpose of giving notices of prepayment and other matters with respect to such Certificate, for the purpose of registering transfers with respect to such Certificate, for the purpose of obtaining any consent or other action to be taken by Owners and for all other purposes whatsoever, and the County, the Corporation and the Trustee shall not be affected by any notice to the contrary. (d) In the event of a prepayment of all or a portion of a Certificate, the Depository, in its discretion, (i) may request the Trustee to execute and deliver a new Certificate, or (ii) if DTC is the sole Owner of such Certificate, shall make an appropriate notation on the Bonds. Certificate indicating the date and amounts of the reduction in principal evidenced thereby resulting from such prepayment, except in the case of final payment, in which case such Certificate must be presented to the Trustee prior to payment. (e) The Paying Agent Trustee shall pay all principal ofprincipal, premium, if any, and interest on evidenced by the Bonds Certificates only to or “upon the order of” (as that term is used in the Uniform Commercial Code as adopted in the State of California) the respective BondholdersOwner, as shown in the registration books kept by the RegistrarRegistration Books, or their such Owner’s respective attorneys attorney duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Authority's obligations with respect to payment of principal ofprincipal, premium, if any, and interest on evidenced by the Bonds Certificates to the extent of the sum or sums so paid. The Authority, the Borrower, the Paying Agent, the Registrar and the Trustee may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal 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. (ii) No person other than a Bondholderan Owner, as shown in the registration books kept by the RegistrarRegistration Books, shall receive a certificated Bond Certificate evidencing the obligation of the Authority to make payments of principal, premium, if any, and interest pursuant evidenced by the Certificates. Upon delivery by the Depository to the Owners, the Trustee and the County of written notice to the effect that the Depository has determined to substitute a new nominee in place of the Nominee, and subject to the provisions herein with respect to Record Dates, the word Nominee in this IndentureTrust Agreement shall refer to such nominee of the Depository. (iiif) The AuthorityIn order to qualify the Book-Entry Certificates for the Depository’s book-entry system, the Paying Agent, the Registrar and the Trustee shall, if not previously on file, County shall execute and deliver to DTC the Depository a letter Letter of representation in customary form with respect to the Bonds (the "Representation Letter"), but such Representation Representations. The execution and delivery of a Letter of Representations shall not in any way limit the provisions of the foregoing paragraph (i) or in any other way impose upon the Authority Corporation, the County or the Trustee any obligation whatsoever with respect to persons having interests in the Bonds such Book-Entry Certificates other than the BondholdersOwners, asas shown on the Registration Books. Such Letter of Representations may provide the time, form, content and manner of transmission, of notices to the Depository. In addition to the execution and delivery of a Letter of Representations by the County, the County, the Corporation and the Trustee shall take such other actions, not inconsistent with this Trust Agreement, as are reasonably necessary to qualify Book- Entry Certificates for the Depository’s book-entry program. (g) In the event the County determines that it is in the best interests of the Beneficial Owners that they be able to obtain certificated Certificates and that such Certificates should therefore be made available and notifies the Depository and the Trustee of such determination, the Depository will notify the Participants of the availability through the Depository of certificated Certificates. In such event, the Trustee shall transfer and exchange certificated Certificates as requested by the Depository and any other Owners in appropriate amounts. In the event (i) the Depository determines not to continue to act as securities depository for Book-Entry Certificates, or (ii) the Depository shall no longer so act and gives notice to the Trustee of such determination, then the County shall discontinue the Book-Entry system with the Depository. If the County determines to replace the Depository with another qualified securities depository, the County shall prepare or direct the preparation of a new single, separate, fully registered Certificate for each stated Principal Payment Date of such Book-Entry Certificates, registered in the name of such successor or substitute qualified securities depository or its nominee. If the County fails to identify another qualified securities depository to replace the Depository, then the Certificates shall no longer be restricted to being registered in the Registration Books in the name of the Nominee, but shall be registered in whatever name or names the Owners transferring or exchanging such Certificates shall designate, in accordance with the provisions of Sections 2.07 and 2.09 hereof. Whenever the Depository requests the County to do so, the County will cooperate with the Depository in taking appropriate action after reasonable notice (i) to make available one or more separate certificates evidencing the Book-Entry Certificates to any Participant having Book-Entry Certificates credited to its account with the Depository, and (ii) to arrange for another securities depository to maintain custody of certificates evidencing the Book-Entry Certificates. (h) Notwithstanding any other provision of this Trust Agreement to the contrary, if DTC is the sole Owner of the Certificates, so long as any Book-Entry Certificate is registered in the Registration Books in the name of the Nominee, all payments of principal, premium, if any, and interest evidenced by such Certificate and all notices with respect to such Certificate shall be made and given, respectively, as provided in the Letter of Representations or as otherwise instructed by the Depository. (i) In connection with any notice or other communication to be provided to Owners pursuant to this Trust Agreement by the County, the Corporation or the Trustee, with respect to any consent or other action to be taken by Owners, the Trustee shall establish a record date for such consent or other action and give the Depository notice of such record date no later than 15 calendar days in advance of such record date to the extent possible. Notice to the Depository shall be given only when DTC is the sole Owner of the Certificates.

Book-Entry System. Unless otherwise determined by (a) DTC will act as the Authority, initial Securities Depository for the Bonds. The Bonds shall be initially issued in the form of one or more separate a single certificated fully registered Bond or Bonds, registered in the name of Cede & Co.Co. (DTC’s nominee). So long as Cede & Co. is the Registered Owner of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or any successor nominee (the "Nominee"). Except as provided in paragraph (iii) below, all holders of the Outstanding Bonds shall mean Cede & Co. and shall not mean the beneficial owners of the Bonds. (b) While DTC is the Securities Depository, the ownership interest of each of the beneficial owners of the Bonds will be so recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the registration books kept name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the Registrar, and DTC Participants who act on behalf of the provisions beneficial owners of this Section 2.01(e) shall apply theretothe Bonds. (ic) The AuthorityWith respect to Bonds registered in the name of the Securities Depository, the BorrowerIssuer, the Company, the Bond Registrar, the Paying Agent, the Registrar and the Trustee shall have no responsibility or obligation to any DTC Participant or to any Beneficial Ownerperson on behalf of whom such Securities Depository holds an interest in the Bonds, except as otherwise expressly provided hereinin this Indenture. Without limiting the immediately preceding sentence, the AuthorityIssuer, the BorrowerBond Registrar, the Paying Agent, the Registrar and the Trustee shall have no responsibility or obligation with respect to (1i) the accuracy of the records of DTC, the Nominee or any DTC Participant Securities Depository with respect to any ownership interest in the Bonds, (2ii) the delivery to any DTC Participant or any other person, other than a Bondholder Bondholder, as shown in on the registration books kept by the RegistrarBond Register, of any notice with respect to the Bonds, including any notice of redemption redemption, or (3iii) the payment to any DTC Participant or any other person, other than a BondholderRegistered Owner, as shown in the registration books kept by the Registrar, Bond Register of any amount with respect to principal of of, redemption premium, if any, or interest on on, the Bonds. The Paying Agent shall pay all principal of, and interest on the Bonds only to or upon the order . (d) Notwithstanding any other provisions of the respective Bondholders, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Authority's obligations with respect to payment of principal of, and interest on the Bonds this Indenture to the extent of the sum or sums so paid. The Authoritycontrary, the BorrowerIssuer, the Bond Registrar, the Paying Agent, the Registrar and the Trustee may shall be entitled to treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar Bond Register as the holder and absolute owner of such Bond for the purpose of payment of principal principal, redemption 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 Paying Agent shall pay all principal of, redemption premium, if any, and interest on the Bonds only to or upon the order of the respective 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, redemption premium, if any, and interest on, the Bonds to the extent of the sum or sums so paid. (iie) No person other than a BondholderRegistered Owner, as shown in the registration books kept by the Registrarbooks, shall receive a certificated Bond certificate evidencing the obligation of the Authority Issuer to make payments of principal, redemption premium, if any, and interest interest, pursuant to this Indenture. (iiif) The AuthorityAny provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of the Securities Depository, of the transfer of the beneficial owner’s interest in such Bond. (g) So long as the DTC book-entry system is in effect, the Trustee, the Paying Agent, the Registrar Agent and the Trustee shall, if not previously on file, execute and deliver Bond Registrar shall comply with the terms of the Letter of Representations. (h) The Securities Depository may determine to DTC a letter of representation in customary form discontinue providing its service with respect to the Bonds at any time by giving reasonable notice and all relevant information on the beneficial owners of the Bonds to the Issuer or the Trustee. If there is no successor Securities Depository appointed by the Issuer, the Trustee, upon presentation and surrender of Bonds then outstanding, shall authenticate and deliver Bonds to the beneficial owners thereof. In the event that the Company determines that the Securities Depository is incapable of discharging its responsibilities described herein or in any agreement among the Issuer, the Trustee and the Securities Depository and that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the Issuer, at the direction of the Company, shall (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the "Representation Letter"securities and Exchange Act of 1934, as amended, notify the Securities Depository of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository or (ii) notify the Securities Depository and owners, identified by the Securities Depository, of the availability through the Securities Depository of Bonds and transfer one or more separate Bonds to owners, identified by the Securities Depository, having Bonds credited to their accounts. In each scenario described in this subsection (h), the Securities Depository will provide the Trustee with the name, address of record, and taxpayer identification number of each beneficial owner of a Bond. In such event, the Bonds shall no longer be restricted to being registered in the Bond Register in the name of the Securities Depository, but such Representation Letter may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names Bondholders transferring or exchanging Bonds shall not designate, in any way limit accordance with the provisions of this Indenture. Upon the foregoing paragraph (i) or written consent of 100% of the beneficial owners of the Bonds, the Trustee, in accordance with any other way impose upon agreement among the Authority any obligation whatsoever with respect to persons having interests in Issuer, the Trustee, and the Securities Depository, shall withdraw the Bonds other than from the BondholdersSecurities Depository, asand authenticate and deliver Bonds fully registered to the assignees of the Securities Depository or its nominee. If the request for such withdrawal is not the result of any Issuer action or inaction, such withdrawal, authentication and delivery shall be at the cost and expense (including costs of printing, preparing and delivering such Bonds) of the persons requesting such withdrawal, authentication and delivery.

Book-Entry System. (a) Unless otherwise determined by the Authority, the Bonds shall be issued in the form of one or more separate a single certificated fully fully-registered Bond or BondsBond, registered in the name of Cede & Co., as nominee of DTC, or any successor nominee (the "“Nominee"”). The actual owners of the Bonds (the “Beneficial Owners”) will not receive physical delivery of Bond certificates except as provided herein. Except as provided in paragraph (iiid) below, all of the Outstanding outstanding Bonds shall be so registered in the registration books kept by the Registrar, and the provisions of this Section 2.01(e) shall apply thereto. (ib) The With respect to Bonds registered on the registration books kept by the Registrar in the name of the Nominee, the Authority, the Borrower, the Paying AgentCompany, the Registrar and the Trustee shall have no responsibility or obligation to any DTC Participant or to any the Beneficial Owner, except as otherwise expressly provided hereinOwners. Without limiting the immediately preceding sentence, the Authority, the Borrower, the Paying AgentCompany, the Registrar and the Trustee shall have no responsibility or obligation to DTC, any DTC Participant or any Beneficial Owner with respect to (1) the accuracy of the records of DTC, the Nominee or any DTC Participant with respect to any ownership interest in the Bonds, (2) the delivery to by DTC or any DTC Participant or any other person, other than a Bondholder as shown in the registration books kept by the Registrar, of any notice with respect to the Bonds, including any notice of redemption redemption, or (3) the payment to any DTC Participant or any other person, other than a Bondholder, as shown in the registration books kept by the Registrar, Beneficial Owner of any amount with respect to principal of or purchase price of, or premium, if any, or interest on on, the Bonds. The Paying Agent shall pay all principal of, and interest on the Bonds only to or upon the order of the respective Bondholders, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Authority's obligations with respect to payment of principal of, and interest on the Bonds to the extent of the sum or sums so paid. The Authority, the Borrower, the Paying AgentCompany, the Registrar and the Trustee may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal principal, purchase price, premium 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. (ii) . The Trustee shall pay all principal of and premium if any, and interest on, the Bonds only to or upon the order of the respective Owners, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Authority’s obligations with respect to payment of principal of, and premium, if any, and interest on, the Bonds to the extent of the sum or sums so paid. No person other than a Bondholderan Owner, as shown in the registration books kept by the Registrar, shall receive a certificated Bond evidencing the obligation of the Authority to make payments of principal, premium, if any, and interest pursuant to this Indenture. (iiic) The Authority, the Paying Agent, the Registrar Authority has executed and the Trustee shall, if not previously on file, execute and deliver delivered to DTC a letter of representation representations in customary form with respect to the Bonds in book-entry form (the "“DTC Representation Letter"”). (d) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving reasonable notice to the Authority or the Trustee and discharging its responsibilities with respect thereto under applicable law. The Authority, with the consent of the Company, may terminate the services of DTC with respect to the Bonds. Upon the discontinuance or termination of the services of DTC with respect to the Bonds, unless a substitute securities depository is appointed to undertake the functions of DTC hereunder, the Authority, at the expense of the Company, is obligated to deliver Bond certificates to the Beneficial Owners of such Bonds, as described in this Indenture, and such Bonds shall no longer be restricted to being registered in the registration books kept by the Registrar in the name of the Nominee, but such Representation Letter may be registered in whatever name or names Owners transferring or exchanging Bonds shall not designate, in any way limit accordance with the provisions of this Indenture. The Trustee, the foregoing paragraph Registrar and the Authority may conclusively rely on information provided by DTC and DTC Participants as to the identity of the Owners and the amount owed. (ie) or in Notwithstanding any other way impose upon provision of this Indenture to the Authority contrary, so long as any obligation whatsoever Bond is registered in the name of the Nominee, all payments with respect to persons having interests principal of, or premium, if any, and interest on, such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the DTC Representation Letter. Owners shall have no lien or security interest in any rebate or refund paid by DTC to the Trustee which arises from the payment by the Trustee of principal of, or premium, if any, or interest on, the Bonds other than the Bondholders, asin immediately available funds to DTC.

Book-Entry System. (a) Unless otherwise determined by the AuthorityIssuer, the Bonds shall be issued in the form of one or more a separate single certificated fully registered Bond or BondsBond, registered in the name of Cede & Co., as nominee of DTC, or any successor nominee (the "Nominee"). The actual owners of the Bonds (the "Beneficial Owners") will not receive -27- Port of ▇▇▇▇▇▇ Series 1998A Trust Indenture physical delivery of Bond certificates except as provided herein. Except as provided in paragraph (iiid) below, all of the Outstanding Bonds shall be so registered in the registration books kept by the Registrarregistrar, and the provisions of this Section 2.01(e) shall apply thereto. (ib) The AuthorityWith respect to Bonds registered on the registration books kept by the Registrar in the name of the Nominee, the BorrowerIssuer, the Company, the Paying Agent, the Registrar Trustee and the Trustee Remarketing Agent shall have no responsibility or obligation to any DTC Participant or to any the Beneficial Owner, except as otherwise expressly provided hereinOwners. Without limiting the immediately preceding sentence, the AuthorityIssuer, the BorrowerCompany, the Paying Agent, the Registrar Trustee and the Trustee Remarketing Agent shall have no responsibility or obligation to DTC, any DTC Participant or any Beneficial Owner with respect to (1) the accuracy of the records of DTC, the Nominee or any DTC Participant with respect to any ownership interest in the Bonds, (2) the delivery to by DTC or any DTC Participant or any other person, other than a Bondholder as shown in the registration books kept by the Registrar, of any notice with respect to the Bonds, including any notice of redemption redemption, or (3) the payment to any DTC Participant or any other person, other than a Bondholder, as shown in the registration books kept by the Registrar, Beneficial Owner of any amount with respect to principal of or purchase price of, or premium, if any, or interest on on, the Bonds. The Paying Agent shall pay all principal of, and interest on the Bonds only to or upon the order of the respective Bondholders, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Authority's obligations with respect to payment of principal of, and interest on the Bonds to the extent of the sum or sums so paid. The AuthorityIssuer, the BorrowerCompany, the Paying Agent, the Registrar Trustee and the Trustee Remarketing Agent may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal purchase price, premium 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. (ii) . The Paying Agent shall pay all principal of and premium if any, and interest on, the Bonds only to or upon the order of the respective Owners, as shown in the registration books kept by the Registrar, 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, and premium, if any, and interest on, the Bonds to the extent of the sum or sums so paid. No person other than a Bondholderan Owner, as shown in the registration books kept by the Registrar, shall receive a certificated Bond evidencing the obligation of the Authority Issuer to make payments of principalprincipal premium if any, and interest pursuant to this Indenture. (iiic) The AuthorityIssuer, the Paying Agent, the Registrar Remarketing Agent and the Trustee shall, if not previously on file, shall execute and deliver to DTC a letter of representation representations in customary form with respect to the Bonds in book-entry form (the "DTC Representation Letter"), but such DTC Representation Letter shall not in any way limit the provisions of the foregoing paragraph (ib) or in any other way impose upon the Authority Issuer, the Trustee or the Paying Agent any obligation whatsoever with respect to persons having interests in the Bonds other than the BondholdersOwners, asas shown on the registration books kept by the Registrar. The Trustee, the Remarketing Agent and the Paying Agent shall take all action necessary for all representations of the Issuer in the DTC Representation Letter with respect to the Trustee, the Remarketing Agent and the Paying Agent to be compiled with at all times, including but not limited to, the giving of all notices required under the DTC Representation Letter. The Trustee and Paying Agent are hereby authorized by the Issuer to enter into the DTC Representation Letter. (d) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving reasonable notice to the Issuer or the Trustee and discharging its responsibilities with respect thereto under applicable law. The Issuer, with the consent of the -28- Port of ▇▇▇▇▇▇ Series 1998A Trust Indenture Company, may terminate the services of DTC with respect to the Bonds. Upon the discontinuance or termination of the services of DTC with respect to the Bonds, unless a substitute securities depository is appointed to undertake the functions of DTC hereunder, the Issuer, at the expense of the Company, is obligated to deliver Bond certificates to the Beneficial Owners of such Bonds, as described in this Indenture, and such Bonds shall no longer be restricted to being registered in the registration books kept by the Registrar in the name of the Nominee, but may be registered in whatever name or names Owners transferring or exchanging Bonds shall designate, in accordance with the provisions of this Indenture. (e) Notwithstanding any other provision of this Indenture to the contrary, so long as any Bond is registered in the name of the Nominee, all payments with respect to principal or purchase price of or, premium if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the DTC Representation Letter. Owners shall have no lien or security interest in any rebate or refund paid by DTC to the Paying Agent which arises from the payment by the Paying Agent of principal of, or premium, if any, or interest on, the Bonds in immediately available funds to DTC. (f) So long as any Bond is held in book-entry form a Beneficial Owner (through its DTC Participant) shall give notice to the Trustee to elect to have its Bonds purchased, and shall effect delivery of such Bonds by causing such DTC Participant to transfer its interest in the Bonds equal to such Beneficial Owner's interest on the records of DTC to the Trustee's participant account with DTC. The requirement for physical delivery of the Bonds in connection with any purchase pursuant to Section 3.01 and Section 3.02 hereof shall be deemed satisfied when the ownership rights in the Bonds are transferred by DTC Participants on the records of DTC to the Trustee's participant account.

Book-Entry System. Unless otherwise determined by Notwithstanding any other provisions of this Ordinance, if the AuthorityFiscal Officer determines in the Certificate of Award that it is in the best interest of and financially advantageous to the City, the Bonds shall may be issued in book entry form in accordance with the following provisions of this Section. The Bonds may be issued to a Depository for use in a book entry system and, if and so long as a book entry system is utilized, (i) the Bonds may be issued in the form of one or more separate single certificated a single, fully registered Bond or Bonds, representing each maturity and interest rate within a maturity and registered in the name of Cede & Co.the Depository or its nominee, as nominee registered owner, and deposited and maintained in the custody of DTC, the Depository or its designated agent which may be the Bond Registrar; (ii) the book entry interest owners of Bonds in book entry form shall not have any successor nominee (right to receive Bonds in the "Nominee"). Except as provided in paragraph form of physical securities or certificates; (iii) belowownership of book entry interests in Bonds in book entry form shall be shown by book entry on the system maintained and operated by the Depository and its Participants, and transfers of the ownership of book entry interests shall be made only by book entry by the Depository and its Participants; and (iv) the Bonds as such shall not be transferable or exchangeable, except for transfer to another Depository or to another nominee of a Depository, without further action by the City. If any Depository determines not to continue to act as a Depository for the Bonds for use in a book entry system, the Fiscal Officer may attempt to establish a securities depository/book entry relationship with another qualified Depository. If the Fiscal Officer does not or is unable to do so, the Fiscal Officer, after making provision for notification of the book entry interest owners by the then Depository and any other arrangements deemed necessary, shall permit withdrawal of the Bonds from the Depository, and shall cause Bond certificates in registered form to be authenticated by the Bond Registrar and delivered to the assigns of the Depository or its nominee, all at the cost and expense (including any costs of printing), if the Outstanding Bonds shall be so registered in event is not the registration books kept by the Registrar, and the provisions result of this Section 2.01(e) shall apply thereto. (i) The Authority, the Borrower, the Paying Agent, the Registrar and the Trustee shall have no responsibility City action or obligation to any DTC Participant or to any Beneficial Owner, except as otherwise expressly provided herein. Without limiting the immediately preceding sentence, the Authority, the Borrower, the Paying Agent, the Registrar and the Trustee shall have no responsibility or obligation with respect to (1) the accuracy of the records of DTC, the Nominee or any DTC Participant with respect to any ownership interest in the Bonds, (2) the delivery to any DTC Participant or any other person, other than a Bondholder as shown in the registration books kept by the Registrarinaction, of any notice with respect to the Bonds, including any notice of redemption or (3) the payment to any DTC Participant or any other person, other than a Bondholder, as shown in the registration books kept by the Registrar, of any amount with respect to principal of or interest on the Bondsthose persons requesting such issuance. The Paying Agent shall pay all principal ofFiscal Officer is hereby authorized and directed, and interest on the Bonds only to or upon the order of the respective Bondholders, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Authority's obligations with respect to payment of principal of, and interest on the Bonds to the extent necessary or required, to enter into any agreements, in the name and on behalf of the sum or sums so paid. The AuthorityCity, that the Borrower, the Paying Agent, the Registrar and the Trustee may treat and consider the person Fiscal Officer determines to be necessary in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond connection with a book entry system for the purpose of payment of principal 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 whatsoeverBonds. (ii) No person other than a Bondholder, as shown in the registration books kept by the Registrar, shall receive a certificated Bond evidencing the obligation of the Authority to make payments of principal, and interest pursuant to this Indenture. (iii) The Authority, the Paying Agent, the Registrar and the Trustee shall, if not previously on file, execute and deliver to DTC a letter of representation in customary form with respect to the Bonds (the "Representation Letter"), but such Representation Letter shall not in any way limit the provisions of the foregoing paragraph (i) or in any other way impose upon the Authority any obligation whatsoever with respect to persons having interests in the Bonds other than the Bondholders, as

Book-Entry System. Unless otherwise determined by the Authority, the Bonds shall be issued in the form of one or more separate single certificated fully registered Bond or Bonds, registered in the name of Cede & Co., as nominee of DTC, or any successor nominee (the "Nominee"). Except as provided in paragraph (iii) below, all of the Outstanding Bonds shall be so registered in the registration books kept by the Registrar, and the provisions of this Section 2.01(e) shall apply thereto. (i) The Authority, the Borrower, the Paying Agent, the Registrar and the Trustee shall have no responsibility or obligation to any DTC Participant or to any Beneficial Owner, except as otherwise expressly provided herein. Without limiting the immediately preceding sentence, the Authority, the Borrower, the Paying Agent, the Registrar and the Trustee shall have no responsibility or obligation with respect to (1) the accuracy of the records of DTC, the Nominee or any DTC Participant with respect to any ownership interest in the Bonds, (2) the delivery to any DTC Participant or any other person, other than a Bondholder as shown in the registration books kept by the Registrar, of any notice with respect to the Bonds, including any notice of redemption or (3) the payment to any DTC Participant or any other person, other than a Bondholder, as shown in the registration books kept by the Registrar, of any amount with respect to principal of or interest on the Bonds. The Paying Agent shall pay all principal of, and interest on the Bonds only to or upon the order of the respective Bondholders, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Authority's obligations with respect to payment of principal of, and interest on the Bonds to the extent of the sum or sums so paid. The Authority, the Borrower, the Paying Agent, the Registrar and the Trustee may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal 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. (ii) No person other than a Bondholder, as shown in the registration books kept by the Registrar, shall receive a certificated Bond evidencing the obligation of the Authority to make payments of principal, and interest pursuant to this Indenture. (iii) The Authority, the Paying Agent, the Registrar and the Trustee shall, if not previously on file, execute and deliver to DTC a letter of representation in customary form with respect to the Bonds (the "Representation Letter"), but such Representation Letter shall not in any way limit the provisions of the foregoing paragraph (i) or in any other way impose upon the Authority any obligation whatsoever with respect to persons having interests in the Bonds other than the Bondholders, asas shown on the registration books kept by the Registrar. The Trustee and the Paying Agent shall take all action necessary for all representations of the Authority in the Representation Letter with respect to the Trustee and the Paying Agent to be complied with at all times. (iv) The Authority, with the consent of the Borrower, may, and upon request of the Borrower shall, terminate the services of DTC with respect to the Bonds. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice and all relevant information on the Beneficial Owners of the Bonds to the Authority, the Borrower and the Trustee and discharging its responsibilities with respect thereto under applicable law. Upon the discontinuance or termination of the services of DTC with respect to the Bonds, unless a substitute securities depository is appointed by the Authority (with the consent, or at the request, of the Borrower) to undertake the functions of DTC hereunder, the Authority, at the expense of the Borrower, is obligated to deliver Bond certificates to the Beneficial Owners of such Bonds, as described in this Indenture, and such Bonds shall no longer be restricted to being registered in the registration books kept by the Registrar in the name of the Nominee, but may be registered in whatever name or names Bondholders transferring or exchanging such Bonds shall designate, in accordance with the provisions of this Indenture. (v) So long as any Bond is registered in the name of the Nominee, all payments with respect to principal and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Representation Letter. Bondholders shall have no lien or security interest in any rebate or refund paid by DTC to the Paying Agent which arises from the payment by the Paying Agent of principal of, or interest on the Bonds in immediately available funds to DTC.

Book-Entry System. Unless otherwise determined (a) Notwithstanding anything to the contrary herein, so long as a series of Bonds is being held under a book entry system, transfers of beneficial ownership of the Bonds of such series will be effected pursuant to rules and procedures established by the AuthoritySecurities Depository. (b) As long as a book entry system is in effect for a series of Bonds, the Securities Depository Nominee will be recognized as the holder of the Bonds of such series for the purposes of (1) paying the principal of, redemption premium, if any, or interest on such Bonds, (2) if Bonds of such series are to be redeemed in part, selecting the portions of such Bonds to be redeemed, (3) giving any notice permitted or required to be given to holders under this Indenture, (4) registering the transfer of such Bonds, and (5) requesting any consent or other action to be taken by the holders of such Bonds, and for all other purposes whatsoever, and neither the Trustee nor the Issuer shall be affected by any notice to the contrary. (c) Neither the Trustee nor the Issuer shall have any responsibility or obligation to any participant, any beneficial owner or any other person claiming a beneficial ownership in any Bonds which are registered to a Securities Depository Nominee under or through the Securities Depository with respect to any action taken by the Securities Depository and the Securities Depository Nominee, as holder of such Bonds. (d) The Trustee shall pay all principal of, redemption premium, if any, and interest on Bonds issued under a book entry system, only to the Securities Depository, or the Securities Depository Nominee, as the case may be, for such Bonds, pursuant to a letter of representations or similar agreement with the Securities Depository and all such payments shall be valid and effectual to fully satisfy and discharge the obligations with respect to the principal of, redemption premium, if any, and interest on such Bonds. The Issuer and the Trustee acknowledge that the terms and provisions of such letter of representations or similar agreement shall govern in the event of any inconsistency between the provisions of this Indenture and such letter of representations or similar agreement. (e) In the event that the Issuer determines, at the direction of the Company, to discontinue the book entry system of transfer for a series of Bonds, or that the interests of the beneficial owners of the Bonds of such series may be adversely affected if the book entry system is continued, then the Issuer shall notify the Securities Depository and the Trustee of such determination. In such event, the Issuer shall execute and the Trustee shall authenticate, register and deliver physical certificates in authorized denominations for Bonds of such series in exchange for the Bonds registered in the name of the Securities Depository Nominee, at the expense of the Company, to such Persons, and in such maturities and principal amounts, as may be designated by the Securities Depository, but without any liability on the part of the Issuer, the Company or the Trustee for the accuracy of such designation; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code. (f) In the event that the Securities Depository for a series of Bonds discontinues providing its services, the Issuer, at the direction of the Company, shall either engage the services of another Securities Depository or deliver physical certificates in the manner described in clause (e) above; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code. (g) In connection with any notice or other communication to be provided to the holders of a series of Bonds by the Issuer or by the Trustee with respect to any consent or other action to be taken by the holders, the Issuer or the Trustee, as the case may be, shall establish a record date for such consent or other action and give the Securities Depository Nominee notice of such record date not less than fifteen (15) days in advance of such record date to the extent possible. (h) The Series 1999 Bonds shall be issued initially in the form of one or more separate single certificated fully registered Bond or global certificate, without coupons, in the aggregate principal amount of the Series 1999 Bonds, under the book entry system maintained by The Depository Trust Company, New York, New York ("DTC"), as the initial Securities Depository, and shall be registered in the name of Cede & Co., as nominee of DTC, or any successor nominee (the "Nominee")initial Securities Depository Nominee for the Series 1999 Bonds. Except As long as provided in paragraph (iii) belowthe Series 1999 Bonds are maintained by DTC under its book entry system, all of the Outstanding Bonds shall be so registered in the registration books kept by the Registrar, and the provisions of this Section 2.01(e) shall apply thereto. (i) The Authority, the Borrower, the Paying Agent, the Registrar and the Trustee shall have no responsibility or obligation to any DTC Participant or to any Beneficial Owner, except as otherwise expressly provided herein. Without limiting the immediately preceding sentence, the Authority, the Borrower, the Paying Agent, the Registrar and the Trustee shall have no responsibility or obligation with respect to (1) the accuracy of the records of DTC, the Nominee or any DTC Participant with respect to any ownership interest in the Bonds, (2) the delivery to any DTC Participant or any other person, other than a Bondholder as shown in the registration books kept by the Registrar, of any notice payments with respect to the Bonds, including any notice of redemption or (3) the payment to any DTC Participant or any other person, other than a Bondholder, as shown in the registration books kept by the Registrar, of any amount with respect to principal of or interest on the Bonds. The Paying Agent shall pay all principal of, redemption premium, if any, and interest on the Series 1999 Bonds only to or upon the order of the respective Bondholders, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, and all such payments notices shall be valid made and effective given, respectively, to fully satisfy and discharge the Authority's obligations with respect to payment of principal of, and interest on the Bonds to the extent of the sum or sums so paid. The Authority, the Borrower, the Paying Agent, the Registrar and the Trustee may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal 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. (ii) No person other than a Bondholder, as shown in the registration books kept by the Registrar, shall receive a certificated Bond evidencing the obligation of the Authority to make payments of principal, and interest DTC pursuant to this Indenture. (iii) The Authority, the Paying Agent, the Registrar and the Trustee shall, if not previously on file, execute and deliver to DTC a letter of representation in customary form representations with respect to the Bonds (the "Representation Letter"), but such Representation Letter shall not in any way limit the provisions of the foregoing paragraph (i) or in any other way impose upon the Authority any obligation whatsoever with respect to persons having interests in the Bonds other than the Bondholders, asDTC.

Book-Entry System. Unless otherwise determined by (a) The Certificates shall initially be executed and delivered as Book-Entry Certificates and the Authority, the Bonds Certificates for each stated Principal Payment Date shall be issued in the form of one or more a separate single certificated fully registered Bond Certificate (which may be typewritten). The ownership of each Book-Entry Certificate shall be registered in the Registration Books in the name of the Nominee, as nominee of the Depository. Payment of principal or Bonds, interest evidenced by any Book-Entry Certificate registered in the name of Cede & Co., as nominee the Nominee shall be made on the applicable payment date by wire transfer of DTC, New York clearing house or any successor nominee (equivalent next day funds or by wire transfer of same day funds to the "Nominee"). Except as provided in paragraph (iii) below, all account of the Outstanding Bonds Nominee. Such payments shall be so registered made to the Nominee at the address which is, on the Record Date, shown for the Nominee in the registration books kept by the Registrar, and the provisions of this Section 2.01(e) shall apply theretoRegistration Books. (ib) The AuthorityWith respect to Book-Entry Certificates, the BorrowerDistrict, the Paying Agent, the Registrar Corporation and the Trustee shall have no responsibility or obligation to any DTC Participant or to any Beneficial Owner, except as otherwise expressly provided hereinperson on behalf of which such a Participant holds an interest in such Book-Entry Certificates. Without limiting the immediately preceding sentence, the AuthorityDistrict, the Borrower, the Paying Agent, the Registrar Corporation and the Trustee shall have no responsibility or obligation with respect to (1i) the accuracy of the records of DTCthe Depository, the Nominee or any DTC Participant with respect to any ownership interest in the BondsBook-Entry Certificates, (2ii) the delivery to any DTC Participant or any other person, other than a Bondholder an Owner as shown in the registration books kept by the RegistrarRegistration Books, of any notice with respect to the BondsBook-Entry Certificates, including any notice of redemption or prepayment, (3iii) the selection by the Depository and its Participants of the beneficial interests in Book-Entry Certificates to be prepaid in the event Certificates are prepaid in part, (iv) the payment to any DTC Participant or any other person, other than a Bondholder, an Owner as shown in the registration books kept by the RegistrarRegistration Books, of any amount with respect to principal of principal, premium, if any, or interest evidenced by Book-Entry Certificates, or (v) any consent given or other action taken by the Depository as Owner. (c) The District and the Trustee may treat and consider the person in whose name each Book-Entry Certificate is registered in the Registration Books as the absolute Owner of such Book- Entry Certificate for the purpose of payment of principal, prepayment premium, if any, and interest evidenced by such Certificate, for the purpose of selecting any Certificates, or portions thereof, to be prepaid, for the purpose of giving notices of prepayment and other matters with respect to such Certificate, for the purpose of registering transfers with respect to such Certificate, for the purpose of obtaining any consent or other action to be taken by Owners and for all other purposes whatsoever, and the District, the Corporation and the Trustee shall not be affected by any notice to the contrary. (d) In the event of a prepayment of all or a portion of a Certificate, the Depository, in its discretion, (i) may request the Trustee to execute and deliver a new Certificate, or (ii) if DTC is the sole Owner of such Certificate, shall make an appropriate notation on the Bonds. Certificate indicating the date and amounts of the reduction in principal evidenced thereby resulting from such prepayment, except in the case of final payment, in which case such Certificate must be presented to the Trustee prior to payment. (e) The Paying Agent Trustee shall pay all principal ofprincipal, premium, if any, and interest on evidenced by the Bonds Certificates only to or “upon the order of” (as that term is used in the Uniform Commercial Code as adopted in the State of California) the respective BondholdersOwner, as shown in the registration books kept by the RegistrarRegistration Books, or their his respective attorneys attorney duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Authority's obligations with respect to payment of principal ofprincipal, premium, if any, and interest on evidenced by the Bonds Certificates to the extent of the sum or sums so paid. The Authority, the Borrower, the Paying Agent, the Registrar and the Trustee may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal 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. (ii) No person other than a Bondholderan Owner, as shown in the registration books kept by the RegistrarRegistration Books, shall receive a certificated Bond Certificate evidencing the obligation of the Authority to make payments of principal, premium, if any, and interest pursuant evidenced by the Certificates. Upon delivery by the Depository to the Owners, the Trustee and the District of written notice to the effect that the Depository has determined to substitute a new nominee in place of the Nominee, and subject to the provisions herein with respect to Record Dates, the word Nominee in this IndentureTrust Agreement shall refer to such nominee of the Depository. (iiif) The AuthorityIn order to qualify the Book-Entry Certificates for the Depository’s book-entry system, the Paying Agent, the Registrar and the Trustee shall, if not previously on file, District shall execute and deliver to DTC the Depository a letter Letter of representation in customary form with respect to the Bonds (the "Representation Letter"), but such Representation Representations. The execution and delivery of a Letter of Representations shall not in any way limit the provisions of the foregoing paragraph (i) or in any other way impose upon the Authority Corporation, the District or the Trustee any obligation whatsoever with respect to persons having interests in the Bonds such Book-Entry Certificates other than the BondholdersOwners, asas shown on the Registration Books. Such Letter of Representations may provide the time, form, content and manner of transmission, of notices to the Depository. In addition to the execution and delivery of a Letter of Representations by the District, the District, the Corporation and the Trustee shall take such other actions, not inconsistent with this Trust Agreement, as are reasonably necessary to qualify Book- Entry Certificates for the Depository’s book-entry program. (g) In the event the District determines that it is in the best interests of the Beneficial Owners that they be able to obtain certificated Certificates and that such Certificates should therefore be made available and notifies the Depository and the Trustee of such determination, the Depository will notify the Participants of the availability through the Depository of certificated Certificates. In such event, the Trustee shall transfer and exchange certificated Certificates as requested by the Depository and any other Owners in appropriate amounts. In the event (i) the Depository determines not to continue to act as securities depository for Book-Entry Certificates, or (ii) the Depository shall no longer so act and gives notice to the Trustee of such determination, then the District shall discontinue the Book-Entry system with the Depository. If the District determines to replace the Depository with another qualified securities depository, the District shall prepare or direct the preparation of a new single, separate, fully registered Certificate for each stated Principal Payment Date of such Book-Entry Certificates, registered in the name of such successor or substitute qualified securities depository or its nominee. If the District fails to identify another qualified securities depository to replace the Depository, then the Certificates shall no longer be restricted to being registered in the Registration Books in the name of the Nominee, but shall be registered in whatever name or names the Owners transferring or exchanging such Certificates shall designate, in accordance with the provisions of Sections 2.07 and 2.09 hereof. Whenever the Depository requests the District to do so, the District will cooperate with the Depository in taking appropriate action after reasonable notice (i) to make available one or more separate certificates evidencing the Book-Entry Certificates to any Participant having Book-Entry Certificates credited to its account with the Depository, and (ii) to arrange for another securities depository to maintain custody of certificates evidencing the Book-Entry Certificates. (h) Notwithstanding any other provision of this Trust Agreement to the contrary, if DTC is the sole Owner of the Certificates, so long as any Book-Entry Certificate is registered in the Registration Books in the name of the Nominee, all payments of principal, premium, if any, and interest evidenced by such Certificate and all notices with respect to such Certificate shall be made and given, respectively, as provided in the Letter of Representations or as otherwise instructed by the Depository. (i) In connection with any notice or other communication to be provided to Owners pursuant to this Trust Agreement by the District, the Corporation or the Trustee, with respect to any consent or other action to be taken by Owners, the Trustee shall establish a record date for such consent or other action and give the Depository notice of such record date no later than 15 calendar days in advance of such record date to the extent possible. Notice to the Depository shall be given only when DTC is the sole Owner of the Certificates.

Book-Entry System. (a) Unless otherwise determined by the AuthorityIssuer, the Bonds shall be issued in the form of one or more a separate single certificated fully registered Bond or BondsBond, registered in the name of Cede & Co., as nominee of DTC, or any successor nominee (the "Nominee"). The actual owners of the Bonds (the "Beneficial Owners") will not receive physical delivery of Bond certificates except as provided herein. Except as provided in paragraph (iiid) below, all of the Outstanding Bonds shall be so registered in the registration books kept by the Registrarregistrar, and the provisions of this Section 2.01(e) shall apply thereto. (ib) The AuthorityWith respect to Bonds registered on the registration books kept by the Registrar in the name of the Nominee, the BorrowerIssuer, the Company, the Paying Agent, the Registrar Trustee and the Trustee Remarketing Agent shall have no responsibility or obligation to any DTC Participant or to any the Beneficial Owner, except as otherwise expressly provided hereinOwners. Without limiting the immediately preceding sentence, the AuthorityIssuer, the BorrowerCompany, the Paying Agent, the Registrar Trustee and the Trustee Remarketing Agent shall have no responsibility or obligation to DTC, any DTC Participant or any Beneficial Owner with respect to (1) the accuracy of the records of DTC, the Nominee or any DTC Participant with respect to any ownership interest in the Bonds, (2) the delivery to by DTC or any DTC Participant or any other person, other than a Bondholder as shown in the registration books kept by the Registrar, of any notice with respect to the Bonds, including any notice of redemption redemption, or (3) the payment to any DTC Participant or any other person, other than a Bondholder, as shown in the registration books kept by the Registrar, Beneficial Owner of any amount with respect to principal of or purchase price of, or premium, if any, or interest on on, the Bonds. The Paying Agent shall pay all principal of, and interest on the Bonds only to or upon the order of the respective Bondholders, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Authority's obligations with respect to payment of principal of, and interest on the Bonds to the extent of the sum or sums so paid. The AuthorityIssuer, the BorrowerCompany, the Paying Agent, the Registrar Trustee and the Trustee Remarketing Agent may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal purchase price, premium 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. (ii) . The Paying Agent shall pay all principal of and premium if any, and interest on, the Bonds only to or upon the order of the respective Owners, as shown in the registration books kept by the Registrar, 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, and premium, if any, and interest on, the Bonds to the extent of the sum or sums so paid. No person other than a Bondholderan Owner, as shown in the registration books kept by the Registrar, shall receive a certificated Bond evidencing the obligation of the Authority Issuer to make payments of principalprincipal premium if any, and interest pursuant to this Indenture. (iiic) The AuthorityIssuer, the Paying Agent, the Registrar Remarketing Agent and the Trustee shall, if not previously on file, shall execute and deliver to DTC a letter of representation representations in customary form with respect to the Bonds in book-entry form (the "DTC Representation Letter"), but such DTC Representation -28- Forsyth Series 1998A Trust Indenture Letter shall not in any way limit the provisions of the foregoing paragraph (ib) or in any other way impose upon the Authority issuer, the Trustee or the Paying Agent any obligation whatsoever with respect to persons having interests in the Bonds other than the BondholdersOwners, asas shown on the registration books kept by the Registrar. The Trustee, the Remarketing Agent and the Paying Agent shall take all action necessary for all representations of the Issuer in the DTC Representation Letter with respect to the Trustee, the Remarketing Agent and the Paying Agent to be compiled with at all times, including but not limited to, the giving of all notices required under the DTC Representation Letter. The Trustee and Paying Agent are hereby authorized by the Issuer to enter into the DTC Representation Letter. (d) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving reasonable notice to the Issuer or the Trustee and discharging its responsibilities with respect thereto under applicable law. The Issuer, with the consent of the Company, may terminate the services of DTC with respect to the Bonds. Upon the discontinuance or termination of the services of DTC with respect to the Bonds, unless a substitute securities depository is appointed to undertake the functions of DTC hereunder, the Issuer, at the expense of the Company, is obligated to deliver Bond certificates to the Beneficial Owners of such Bonds, as described in this Indenture, and such Bonds shall no longer be restricted to being registered in the registration books kept by the Registrar in the name of the Nominee, but may be registered in whatever name or names Owners transferring or exchanging Bonds shall designate, in accordance with the provisions of this Indenture. (e) Notwithstanding any other provision of this Indenture to the contrary, so long as any Bond is registered in the name of the Nominee, all payments with respect to principal or purchase price of or, premium if any, and interest on such Bond and all notices with respect to such Bond shall be, made and given, respectively, in the manner provided in the DTC Representation Letter. Owners shall have no lien or security interest in any rebate or refund paid by DTC to the Paying Agent which arises from the payment by the Paying Agent of principal of, or premium, if any, or interest on, the Bonds in immediately available funds to DTC. (f) So long as any Bond is held in book-entry form a Beneficial Owner (through its DTC Participant) shall give notice to the Trustee to elect to have its Bonds purchased, and shall effect delivery of such Bonds by causing such DTC Participant to transfer its interest in the Bonds equal to such Beneficial Owner's interest on the records of DTC to the Trustee's participant account with DTC. The requirement for physical delivery of the Bonds in connection with any purchase pursuant to Section 3.01 and Section 3.02 hereof shall be deemed satisfied when the ownership rights in the Bonds are transferred by DTC Participants on the records of DTC to the Trustee's participant account.

Book-Entry System. Unless otherwise determined Notwithstanding anything to the contrary herein, so long as a series of Bonds is being held under a book entry system, transfers of beneficial ownership of the Bonds of such series will be effected pursuant to rules and procedures established by the AuthoritySecurities Depository. As long as a book entry system is in effect for a series of Bonds, the Securities Depository Nominee will be recognized as the holder of the Bonds of such series for the purposes of (1) paying the principal of, redemption premium, if any, or interest on such Bonds, (2) if Bonds of such series are to be redeemed in part, selecting the portions of such Bonds to be redeemed, (3) giving any notice permitted or required to be given to holders under this Indenture, (4) registering the transfer of such Bonds, and (5) requesting any consent or other action to be taken by the holders of such Bonds, and for all other purposes whatsoever, and neither the Trustee nor the Issuer shall be issued in affected by any notice to the form of one or more separate single certificated fully registered Bond or Bonds, registered in the name of Cede & Co., as nominee of DTC, or any successor nominee (the "Nominee")contrary. Except as provided in paragraph (iii) below, all of the Outstanding Bonds shall be so registered in the registration books kept by the Registrar, and the provisions of this Section 2.01(e) shall apply thereto. (i) The Authority, the Borrower, the Paying Agent, the Registrar and Neither the Trustee nor the Issuer shall have no any responsibility or obligation to any DTC Participant or to participant, any Beneficial Owner, except as otherwise expressly provided herein. Without limiting the immediately preceding sentence, the Authority, the Borrower, the Paying Agent, the Registrar and the Trustee shall have no responsibility or obligation with respect to (1) the accuracy of the records of DTC, the Nominee beneficial owner or any DTC Participant other person claiming a beneficial ownership in any Bonds which are registered to a Securities Depository Nominee under or through the Securities Depository with respect to any ownership interest in the Bonds, (2) the delivery to any DTC Participant or any other person, other than a Bondholder as shown in the registration books kept action taken by the Registrar, of any notice with respect to Securities Depository and the Bonds, including any notice of redemption or (3) the payment to any DTC Participant or any other person, other than a BondholderSecurities Depository Nominee, as shown in the registration books kept by the Registrar, holder of any amount with respect to principal of or interest on the such Bonds. The Paying Agent Trustee shall pay all principal of, redemption premium, if any, and interest on the Bonds issued under a book entry system, only to the Securities Depository, or upon the order of the respective BondholdersSecurities Depository Nominee, as shown in the registration books kept by case may be, for such Bonds, pursuant to a letter of representations or similar agreement with the Registrar, or their respective attorneys duly authorized in writing, Securities Depository and all such payments shall be valid and effective effectual to fully satisfy and discharge the Authority's obligations with respect to payment of the principal of, redemption premium, if any, and interest on such Bonds. The Issuer and the Trustee acknowledge that the terms and provisions of such letter of representations or similar agreement shall govern in the event of any inconsistency between the provisions of this Indenture and such letter of representations or similar agreement. In the event that the Issuer determines, at the direction of the Company, to discontinue the book entry system of transfer for a series of Bonds, or that the interests of the beneficial owners of the Bonds of such series may be adversely affected if the book entry system is continued, then the Issuer shall notify the Securities Depository and the Trustee of such determination. In such event, the Issuer shall execute and the Trustee shall authenticate, register and deliver physical certificates in authorized denominations for Bonds of such series in exchange for the Bonds registered in the name of the Securities Depository Nominee, at the expense of the Company, to such Persons, and in such maturities and principal amounts, as may be designated by the Securities Depository, but without any liability on the part of the Issuer, the Company or the Trustee for the accuracy of such designation; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code. In the event that the Securities Depository for a series of Bonds discontinues providing its services, the Issuer, at the direction of the Company, shall either engage the services of another Securities Depository or deliver physical certificates in the manner described in clause (e) above; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code. In connection with any notice or other communication to be provided to the holders of a series of Bonds by the Issuer or by the Trustee with respect to any consent or other action to be taken by the holders, the Issuer or the Trustee, as the case may be, shall establish a record date for such consent or other action and give the Securities Depository Nominee notice of such record date not less than fifteen (15) days in advance of such record date to the extent of the sum or sums so paid. The Authority, the Borrower, the Paying Agent, the Registrar and the Trustee may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal 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 whatsoeverpossible. (ii) No person other than a Bondholder, as shown in the registration books kept by the Registrar, shall receive a certificated Bond evidencing the obligation of the Authority to make payments of principal, and interest pursuant to this Indenture. (iii) The Authority, the Paying Agent, the Registrar and the Trustee shall, if not previously on file, execute and deliver to DTC a letter of representation in customary form with respect to the Bonds (the "Representation Letter"), but such Representation Letter shall not in any way limit the provisions of the foregoing paragraph (i) or in any other way impose upon the Authority any obligation whatsoever with respect to persons having interests in the Bonds other than the Bondholders, as

Book-Entry System. Unless otherwise determined by The Issuer has entered into an agreement with The Depository Trust Company ("DTC") for the Authoritypurpose of establishing a "Book--Entry System" for the Bonds. Pursuant to such agreement, the Bonds shall will be issued in the form of one or more separate single certificated fully registered Bond or Bonds, registered in the name of Cede & Co., as nominee of DTC, or any successor nominee its nominee, for the benefit of other parties (the "NomineeDTC Participants"). Except as provided in paragraph (iii) below, all and DTC shall agree to keep accurate records of the Outstanding Bonds shall be so registered in the registration books kept by the RegistrarDTC Participants, and promptly to transfer funds received by it in payment for the provisions Bonds to appropriate beneficiaries. The ownership interest of this Section 2.01(e) shall apply thereto. (i) The Authority, the Borrower, the Paying Agent, the Registrar and the Trustee shall have no responsibility or obligation to any DTC Participant or to any Beneficial Owner, except as otherwise expressly provided herein. Without limiting the immediately preceding sentence, the Authority, the Borrower, the Paying Agent, the Registrar and the Trustee shall have no responsibility or obligation with respect to (1) the accuracy each actual purchaser of a Bond will be recorded in the records of DTC, the Nominee or any DTC Participant with respect to any and each such purchaser will receive a written confirmation of the purchase providing details of the Bond acquired. Transfers of ownership will be accomplished by book entries made by DTC and, in turn, by the DTC Participant who will act on behalf of each such purchaser. Under such circumstances, purchasers will not receive certificates representing their ownership interest in the Bonds, (2) the delivery to any DTC Participant or any other person, other than a Bondholder except as shown otherwise specifically provided in the registration books kept by the Registrar, of any notice with respect to the Bonds, including any notice of redemption or (3) the payment to any DTC Participant or any other person, other than a Bondholder, as shown in the registration books kept by the Registrar, of any amount with respect to principal of or interest on the BondsIndenture. The Paying Agent shall pay all principal of, and interest on the Bonds only to or upon the order of the respective Bondholders, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Authority's obligations with respect to payment of principal of, and interest on the Bonds to the extent of the sum or sums so paid. The Authority, the Borrower, the Paying Agent, the Registrar Issuer and the Trustee may treat and consider the person in whose name registered owner of each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond thereof for the purpose of all purposes, including payment of principal principal, interest, and interest redemption premium thereof, the giving of notices, and receipt of consents and direction as specified herein. DTC shall be entitled to take all action with respect to such Bondnotices and consents regarding Bonds registered in its or its nominee's name, for the purpose of giving notices of redemption and other matters may take actions with respect to a portion of such Bond, for Bonds so registered which are inconsistent with the purpose of registering transfers actions taken with respect to such Bond, and for all other purposes whatsoever. (ii) No person other than a Bondholder, as shown in the registration books kept by the Registrar, shall receive a certificated Bond evidencing the obligation portions of the Authority to make payments of principal, and interest pursuant to this Indenture. (iii) The AuthorityBonds so registered. Neither the Issuer, the Paying AgentTrustee, the Registrar and Bank, the Obligor nor the placement agent of the Bonds is or will be responsible for the actions of DTC or anyone else in connection with the operation of the Book-Entry System. In any case where delivery of a Bond to the Trustee shallis required under the Indenture, if not previously such delivery shall be deemed to have been made by appropriate notation of transfer or registration on file, execute and deliver the records of DTC so long as the Book-Entry System is in effect. DTC may determine to DTC a letter of representation in customary form discontinue providing its service with respect to the Bonds at any time by giving notice to the Issuer, the Obligor and the Trustee and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, the Trustee shall transfer and exchange Bond certificates to the actual purchaser of each Bond (the "Representation LetterBeneficial Owner"). The Beneficial Owner, but such Representation Letter shall upon registration of certificates held in the Beneficial Owner's name, will become the registered owner of the Bonds. The Issuer may determine that continuation of the system of the book entry transfers through DTC is not in any way limit the provisions best interests of the foregoing paragraph (i) respective Beneficial Owners and that the Beneficial Owners shall be able to obtain Bond certificates. In such event, the Issuer or in any other way impose DTC Participants, upon the Authority any obligation whatsoever with respect direction of the Issuer, shall notify the Beneficial Owners of the availability of Bond Certificates and the Trustee shall transfer and exchange bond certificates to persons having interests in such Beneficial Owners. Thereafter, upon presentation of the Bonds other than for transfer, the BondholdersTrustee shall transfer the Bonds or portions thereof in accordance with the Indenture. The cost and expense of printing, aspreparing and delivering Bond certificates upon the termination of the services of DTC shall be borne by the Obligor.

Book-Entry System. Unless otherwise determined by Prior to the Authorityissuance of any Series of Bonds issued hereunder, the Agency may provide that such Series of Bonds (a) shall be initially issued as Book-Entry Bonds, and in such event, each maturity of such Series shall be in the form of one or more a separate single certificated fully registered Bond or Bonds(which may be typewritten). Upon initial issuance, the ownership of each such Bond shall be registered in the bond register in the name of Cede & Co.the Nominee, as nominee of DTC, or any successor nominee (the "Nominee")Depository. Except as provided in paragraph (iii) below, all of the Outstanding Bonds shall be so registered in the registration books kept by the Registrar, and the provisions of this Section 2.01(e) shall apply thereto. (i) The AuthorityWith respect to Book-Entry Bonds, the Borrower, the Paying Agent, the Registrar Agency and the Trustee shall have no responsibility or obligation to any DTC Participant or to any Beneficial Owner, except as otherwise expressly provided hereinperson on behalf of which such a Participant holds an interest in such Book-Entry Bonds. Without limiting the immediately preceding sentence, the Authority, the Borrower, the Paying Agent, the Registrar Agency and the Trustee shall have no responsibility or obligation with respect to (1i) the accuracy of the records of DTCthe Depository, the Nominee Nominee, or any DTC Participant with respect to any ownership interest in the Book-Entry Bonds, (2ii) the delivery to any DTC Participant or any other person, other than a Bondholder an Owner as shown in the registration books kept by the Registrarbond register, of any notice with respect to the Book-Entry Bonds, including any notice of redemption redemption, (iii) the selection by the Depository and its Participants of the beneficial interests in Book-Entry Bonds to be redeemed in the event the Agency redeems such in part, or (3iv) the payment to of any DTC Participant or any other person, other than a Bondholder, an Owner as shown in the registration books kept by the Registrarbond register, of any amount with respect to principal of or Accreted Value of, premium, if any, or interest on the Book-Entry Bonds. The Paying Agent shall pay all principal of, and interest on the Bonds only to or upon the order of the respective Bondholders, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Authority's obligations with respect to payment of principal of, and interest on the Bonds to the extent of the sum or sums so paid. The Authority, the Borrower, the Paying Agent, the Registrar Agency and the Trustee may treat and consider the person in whose name each Book-Entry Bond is registered in the registration books kept by the Registrar bond register as the holder and absolute owner Owner of such Book-Entry Bond for the purpose of payment of principal principal, premium 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. (ii) No person other than a Bondholder. The Trustee shall pay all principal or Accreted Value of, premium, if any, and interest on the Bonds only to or upon the order of the respective Owner, as shown in the registration books kept by bond register, or his respective attorney duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the RegistrarAgency’s obligations with respect to payment of principal or Accreted Value of, premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. No person other than an Owner, as shown in the bond register, shall receive a certificated Bond evidencing the obligation of the Authority Agency to make payments of principal, premium, if any, and interest pursuant to this Indenture. (iii) The Authority. Upon delivery by the Depository to the Owner, Trustee and Agency of written notice to the Paying Agenteffect that the Depository has determined to substitute a new nominee in place of the Nominee, and subject to the Registrar and the Trustee shall, if not previously on file, execute and deliver to DTC a letter of representation in customary form provisions herein with respect to record dates, the Bonds (the "Representation Letter"), but word Nominee in this Indenture shall refer to such Representation Letter shall not in any way limit the provisions nominee of the foregoing paragraph (i) or in any other way impose upon the Authority any obligation whatsoever with respect to persons having interests in the Bonds other than the Bondholders, asDepository.

Book-Entry System. Unless otherwise determined by the Authority(a) The Bonds shall initially be issued as Book-Entry Bonds, and the Bonds of each maturity date shall be issued in the form of one or more a separate single certificated fully fully-registered Bond or Bonds(which may be typewritten). Upon initial issuance, the ownership of each Bond shall be registered in the Registration Books in the name of the Nominee, as nominee of the Depository. Payment of principal of, and interest and premium, if any, on, any Book-Entry Bond registered in the name of Cede & Co., as nominee the Nominee shall be made on the applicable payment date by wire transfer of DTC, New York clearing house or any successor nominee (equivalent next day funds or by wire transfer of same day funds to the "Nominee"). Except as provided in paragraph (iii) below, all account of the Outstanding Bonds Nominee. Such payments shall be so registered made to the Nominee at the address that is, on the Record Date, shown for the Nominee in the registration books kept by the Registrar, and the provisions of this Section 2.01(e) shall apply theretoRegistration Books. (ib) The With respect to Book-Entry Bonds, the Authority, the Borrower, the Paying Agent, the Registrar City and the Trustee shall have no responsibility or obligation to any DTC Participant or to any Beneficial Owner, except as otherwise expressly provided hereinPerson on behalf of which such a Participant holds an interest in such Book-Entry Bonds. Without limiting the immediately preceding sentence, the Authority, the Borrower, the Paying Agent, the Registrar City and the Trustee shall have no responsibility or obligation with respect to (1i) the accuracy of the records of DTCthe Depository, the Nominee or any DTC Participant with respect to any ownership interest in the Book-Entry Bonds, (2ii) the delivery to any DTC Participant or any other personPerson, other than a Bondholder an Owner as shown in the registration books kept by the RegistrarRegistration Books, of any notice with respect to the Book-Entry Bonds, including any notice of redemption or redemption, (3iii) the selection by the Depository and its Participants of the beneficial interests in Book-Entry Bonds of a maturity to be redeemed in the event such Book-Entry Bonds are redeemed in part, (iv) the payment to any DTC Participant or any other personPerson, other than a Bondholder, an Owner as shown in the registration books kept by the RegistrarRegistration Books, of any amount with respect to principal of of, or premium, if any, or interest on Book-Entry Bonds, or (v) any consent given or other action taken by the Depository as Owner. (c) The Authority, the City and the Trustee may treat and consider the Person in whose name each Book-Entry Bond is registered in the Registration Books as the absolute Owner of such Book-Entry Bond for the purpose of payment of principal of, and premium, if any, and interest on such Bond, for the purpose of selecting any Bonds. , or portions thereof, to be redeemed, for the purpose of giving notices of redemption and other matters with respect to such Book-Entry Bond, for the purpose of registering transfers with respect to such Book-Entry Bond, for the purpose of obtaining any consent or other action to be taken by Owners and for all other purposes whatsoever, and the Authority, the City and the Trustee shall not be affected by any notice to the contrary. (d) In the event of a redemption of all or a portion of a Book-Entry Bond, the Depository, in its discretion (i) may request the Trustee to authenticate and deliver a new Book- Entry Bond, or (ii) if the Depository is the sole Owner of such Book-Entry Bond, shall make an appropriate notation on the Book-Entry Bond indicating the date and amounts of the reduction in principal thereof resulting from such redemption, except in the case of final payment, in which case such Book-Entry Bond must be presented to the Trustee prior to payment. (e) The Paying Agent Trustee shall pay all principal of, and premium, if any, and interest on the Book-Entry Bonds only to or “upon the order of of” (as that term is used in the Uniform Commercial Code as adopted in the State) the respective BondholdersOwner, as shown in the registration books kept by the RegistrarRegistration Books, or their such Owner’s respective attorneys attorney duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Authority's obligations with respect to payment of principal of, and premium, if any, and interest on the Book-Entry Bonds to the extent of the sum or sums so paid. The Authority, the Borrower, the Paying Agent, the Registrar and the Trustee may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal 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. (ii) No person Person other than a Bondholderan Owner, as shown in the registration books kept by the RegistrarRegistration Books, shall receive an authenticated Book-Entry Bond. Upon delivery by the Depository to the Owners, the Authority, the City and the Trustee of written notice to the effect that the Depository has determined to substitute a certificated Bond evidencing the obligation new nominee in place of the Authority to make payments of principalNominee, and interest pursuant subject to the provisions herein with respect to Record Dates, the word Nominee in this IndentureIndenture shall refer to such nominee of the Depository. (iiif) The AuthorityIn order to qualify the Book-Entry Bonds for the Depository’s book-entry system, the Paying Agent, the Registrar and the Trustee shall, if not previously on file, Authority shall execute and deliver to DTC the Depository a letter Letter of representation in customary form with respect to the Bonds (the "Representation Letter"), but such Representation Representations. The execution and delivery of a Letter of Representations shall not in any way limit the provisions of the foregoing paragraph (i) or in any other way impose upon the Authority Authority, the City or the Trustee any obligation whatsoever with respect to persons Persons having interests in the such Book-Entry Bonds other than the BondholdersOwners, asas shown on the Registration Books. Such Letter of Representations may provide the time, form, content and manner of transmission, of notices to the Depository. In addition to the execution and delivery of a Letter of Representations by the Authority, the Authority, the City and the Trustee shall take such other actions, not inconsistent with this Indenture, as are reasonably necessary to qualify Book-Entry Bonds for the Depository’s book-entry program. (g) In the event the Authority determines that it is in the best interests of the Beneficial Owners that they be able to obtain certificated Bonds and that such Bonds should therefore be made available, and notifies the Depository and the Trustee of such determination, the Depository will notify the Participants of the availability through the Depository of certificated Bonds. In such event, the Trustee shall transfer and exchange certificated Bonds as requested by the Depository and any other Owners in appropriate amounts. In the event (i) the Depository determines not to continue to act as securities depository for Book-Entry Bonds, or (ii) the Depository shall no longer so act and gives notice to the Trustee of such determination, then the Authority shall discontinue the Book-Entry system with the Depository. If the Authority determines to replace the Depository with another qualified securities depository, the Authority shall prepare or direct the preparation of a new single, separate, fully-registered Bond for each maturity date of such Book-Entry Bonds, registered in the name of such successor or substitute qualified securities depository or its nominee. If the Authority fails to identify another qualified securities depository to replace the Depository, then the Book-Entry Bonds shall no longer be restricted to being registered in the Registration Books in the name of the Nominee, but shall be registered in whatever name or names the Owners transferring or exchanging such Bonds shall designate, in accordance with the provisions of Sections 2.06, 2.08 and 2.09. Whenever the Depository requests the Authority to do so, the Authority shall cooperate with the Depository in taking appropriate action after reasonable notice (i) to make available one or more separate certificates evidencing the Book-Entry Bonds to any Participant having Book-Entry Bonds credited to its account with the Depository, and (ii) to arrange for another securities depository to maintain custody of certificates evidencing the Book- Entry Bonds. (h) Notwithstanding any other provision of this Indenture to the contrary, if the Depository is the sole Owner of the Bonds, so long as any Book-Entry Bond is registered in the name of the Nominee, all payments of principal of, and premium, if any, and interest on such Book-Entry Bond and all notices with respect to such Book-Entry Bond shall be made and given, respectively, as provided in the Letter of Representations or as otherwise instructed by the Depository. (i) In connection with any notice or other communication to be provided to Owners pursuant to this Indenture by the Authority, the City or the Trustee, with respect to any consent or other action to be taken by Owners of Book-Entry Bonds, the Trustee shall establish a record date for such consent or other action and give the Depository notice of such record date not less than 15 calendar days in advance of such record date to the extent possible.

Book-Entry System. Unless otherwise determined by (1) DTC will act as the Authority, initial Securities Depository for the Bonds. The Bonds shall be initially issued in the form of one or more separate a single certificated fully registered Bond or Bonds, registered in the name of Cede & Co., as nominee for DTC, as Registered Owner of the Bonds, and held in the custody of DTC. So long as Cede & Co. is the Registered Owner of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or any successor nominee (the "Nominee"). Except as provided in paragraph (iii) below, all holders of the Outstanding Bonds shall mean Cede & Co. and shall not mean the beneficial owners of the Bonds. (2) While DTC is the Securities Depository, the ownership interest of each of the beneficial owners of the Bonds will be so recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the registration books kept name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the Registrar, and DTC Participants who act on behalf of the provisions beneficial owners of this Section 2.01(e) shall apply theretothe Bonds. (i3) The With respect to Bonds registered in the name of the Securities Depository, the Authority, the BorrowerBond Registrar, the Paying Agent, the Registrar any co-paying agent and the Trustee shall have no responsibility or obligation to any DTC Participant or to any Beneficial OwnerPerson on behalf of whom such Securities Depository holds an interest in the Bonds, except as otherwise expressly provided hereinin this Indenture. Without limiting the immediately preceding sentence, the Authority, the BorrowerBond Registrar, the Paying Agent, the Registrar any co-paying agent and the Trustee shall have no responsibility or obligation with respect to (1i) the accuracy of the records of DTC, the Nominee or any DTC Participant Securities Depository with respect to any ownership interest in the Bonds, (2ii) the delivery to any DTC Participant or any other personPerson, other than a Bondholder Bondholder, as shown in on the registration books kept by the RegistrarBond Register, of any notice with respect to the Bonds, including any notice of redemption redemption, or (3iii) the payment to any DTC Participant or any other personPerson, other than a BondholderRegistered Owner, as shown in the registration books kept by the Registrar, Bond Register of any amount with respect to principal of of, premium, if any, or interest on on, the Bonds. The Paying Agent shall pay all principal of, and interest on the Bonds only to or upon the order . (4) Notwithstanding any other provisions of the respective Bondholders, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Authority's obligations with respect to payment of principal of, and interest on the Bonds this Indenture to the extent of contrary, the sum or sums so paid. The Authority, the BorrowerBond Registrar, the Paying Agent, the Registrar any co-paying agent and the Trustee may shall be entitled to treat and consider the person Person in whose name each Bond is registered in the registration books kept by the Registrar Bond Register as the holder and absolute owner of such Bond for the purpose of payment of principal 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. (ii) No person other than a Bondholder. The Paying Agent shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the respective owners, as shown in the registration books kept by 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 RegistrarAuthority'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. (5) No Person other than a Registered Owner, as shown in the Bond Register, shall receive a certificated Bond certificate evidencing the obligation of the Authority to make payments of principal, premium, if any, and interest interest, pursuant to this Indenture. (iii6) The AuthorityExcept in the case of payment upon maturity or redemption if the book-entry system is not in effect, any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of the Securities Depository, of the transfer of the beneficial owner's interest in such Bond. (7) So long as the book-entry system is in effect, the Trustee, the Paying Agent, the Registrar any co-paying agent and the Trustee shall, if not previously on file, execute and deliver Bond Registrar shall comply with the terms of the DTC Letter. (8) The Securities Depository may determine to DTC a letter of representation in customary form discontinue providing its service with respect to the Bonds at any time by giving reasonable written notice and all relevant information on the beneficial owners of the Bonds, which shall include, without limitation, the name, address of record and taxpayer identification number of each such beneficial owner of the Bonds, to the Authority and the Trustee. If there is no successor Securities Depository appointed by the Authority, the Trustee, based solely upon information provided to it in writing by the Securities Depository, which shall include, without limitation, the name, address of record and taxpayer identification number of each such beneficial owner of the Bonds, shall authenticate and deliver Bonds to the beneficial owners thereof. In the event that the Company determines that the Securities Depository is incapable of discharging its responsibilities described herein or in any agreement among the Authority, the Trustee and the Securities Depository, the Authority, at the direction of the Company, shall (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the "Representation Letter")Securities Exchange Act of 1934, as amended, notify the Securities Depository of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository or (ii) notify the Securities Depository and the beneficial owners, identified by the Securities Depository, of the availability through the Securities Depository of Bonds and transfer one or more separate Bonds to the beneficial owners, identified in writing by the Securities Depository as having Bonds credited to their accounts. In such event, the Bonds shall no longer be restricted to being registered in the Bond Register in the name of the Securities Depository, but such Representation Letter may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names Bondholders transferring or exchanging Bonds shall not designate, in any way limit accordance with the provisions of this Indenture. Upon the foregoing paragraph written consent of 100% of the beneficial owners of the Bonds, the Trustee, in accordance with any agreement among the Authority, the Trustee, and the Securities Depository, shall withdraw the Bonds from the Securities Depository, and authenticate and deliver Bonds fully registered to the assignees of the Securities Depository or its nominee. If the request for such withdrawal is not the result of any Authority action or inaction, such withdrawal, authentication and delivery shall be at the cost and expense (iincluding costs of printing, preparing and delivering such Bonds) or in of the Persons requesting such withdrawal, authentication and delivery. In connection with any other way impose upon proposed transfer outside the book-entry system, the Authority or the Company shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any obligation whatsoever with respect applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Code Section 6045. The Trustee may rely on the information provided to persons having interests in it and shall have no responsibility to verify or ensure the Bonds other than the Bondholders, asaccuracy of such information.

Book-Entry System. Unless Except as otherwise determined by provided in a Supplemental Trust Agreement, upon the Authority, initial issuance and delivery of the Bonds after January 1, 2006, such Additional Bonds (referred to in this section as “Book Entry Bonds”) shall be issued in the form name of one the Securities Depository or more separate single certificated fully its nominee, as registered Bond or owner of the Bonds, and held in the custody of the Securities Depository.‌ (A) Except as provided in subsections B and C of this Section, the registered Holder of all Book Entry Bonds shall be, and the Book Entry Bonds shall be registered in the name of of, Cede & Co., as nominee of DTC. Payment of interest for any Book Entry Bond, or any successor nominee as applicable, shall be made in accordance with the provisions of this Trust Agreement to the account of Cede, on the Interest Payment Date for the Book Entry Bonds at the address indicated for Cede in the registration books of the Authority kept by the Trustee as bond registrar (the "Nominee"“Bond Registrar”). Except as provided in paragraph . (iiiB) below, all of the Outstanding The Book Entry Bonds shall be so initially issued in the form of a separate single fully registered Bond in the amount of each separate stated maturity of the Book Entry Bonds. Upon initial issuance, the ownership of each such Book Entry Bond shall be registered in the registration books kept by the RegistrarBond Registrar in the name of Cede, and as nominee of DTC. With respect to Book Entry Bonds so registered in the provisions name of this Section 2.01(e) shall apply thereto. (i) The Cede, the Authority, the Borrower, the Paying Agent, the Bond Registrar and the Trustee any Paying Agent shall have no responsibility or obligation to any DTC Participant or to any Beneficial Owner, except as otherwise expressly provided hereinOwner of any of such Book Entry Bonds. Without limiting the immediately preceding sentence, the Authority, the Borrower, the Paying Agent, the Bond Registrar and the Trustee any Paying Agent shall have no responsibility or obligation with respect to (1i) the accuracy of the records of DTC, the Nominee Cede or any DTC Participant with respect to any beneficial ownership interest in the Book Entry Bonds, (2ii) the delivery to any DTC Participant Participant, Beneficial Owner or any other person, other than a Bondholder as shown in the registration books kept by the RegistrarDTC, of any notice with respect to the Book Entry Bonds, including any notice of redemption or redemption, (3iii) the payment to any DTC Participant Participant, Beneficial Owner or any other person, other than a Bondholder, as shown in the registration books kept by the RegistrarDTC, of any amount with respect to the principal of or Redemption Price of, or interest on the Bonds. The Paying Agent shall pay all principal ofon, and interest on the Bonds only to or upon the order any of the respective BondholdersBook Entry Bonds, as shown (iv) the selection by DTC and the DTC Participants of the beneficial interests in Book Entry Bonds of a maturity to be redeemed in the registration books kept by the Registrarevent such Book Entry Bonds are redeemed in part, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge (v) any consent given or other action taken by DTC as the Authority's obligations with respect to payment of principal of, and interest on the Bonds to the extent Holder of the sum or sums so paidBook Entry Bonds. The Authority, the BorrowerBond Registrar and any Paying Agent may treat DTC as, and deem DTC to be, the Paying Agent, the Registrar and the Trustee may treat and consider the person in whose name absolute Holder of each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Book Entry Bond for the purpose of all purposes whatsoever, including (but not limited to) (a) payment of the principal or Redemption Price of, and interest with respect to on, each such Book Entry Bond, for the purpose of (b) giving notices of redemption and other matters with respect to such BondBook Entry Bonds, for the purpose of (c) registering transfers with respect to such Book Entry Bonds, (d) selecting Book Entry Bonds, or portions thereof, to be redeemed, and (e) obtaining any consent or other action to be taken by Holders, and the Authority, the Bond Registrar and any Paying Agent shall not be affected by any notice to the contrary. In the event of a redemption of all or a portion of a Book Entry Bond, DTC, in its discretion (i) may request the Trustee to authenticate and for all other purposes whatsoever. deliver a new Book Entry Bond, or (ii) No if DTC is the sole Owner of such Book Entry Bond, shall make an appropriate notation on the Book Entry Bond indicating the date and amounts of the reduction in principal thereof resulting from such redemption, except in the case of final payment, in which case such Book Entry Bond must be presented to the Trustee prior to payment. The Paying Agent shall pay the principal or Redemption Price of, and interest on, all Book Entry Bonds only to or upon the order of DTC, and all such payment shall be valid and effective to satisfy fully and discharge the Authority’s obligations with respect to such principal or Redemption Price and interest, to the extent of the sums so paid. Except as provided in Section 2.04(E), no person other than a Bondholder, as shown in the registration books kept by the Registrar, DTC shall receive a certificated Book Entry Bond evidencing the obligation of the Authority to make payments of principalprincipal or Redemption Price of, and interest on, any such Book Entry Bond pursuant to this Indenture. (iii) The AuthorityTrust Agreement. Upon delivery by DTC to the Bond Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the transfer provisions of this Trust Agreement, the Paying Agentword “Cede” in this Trust Agreement shall refer to such new nominee of DTC. Except as provided in Section 2.04(E), and notwithstanding any other provisions of this Trust Agreement to the contrary, the Registrar and Book Entry Bonds may be registered, in whole but not in part, only in the Trustee shallname of the DTC or a nominee of DTC or to any successor securities depository appointed pursuant to this Section 2.04 or any nominee thereof. In order to qualify the Book Entry Bonds for DTC’s book-entry system, if not previously on file, the Authority may execute and deliver to DTC a letter of representation in customary form with respect to the Bonds (the "Representation Letter"), but representations required by DTC. The execution and delivery of such Representation Letter letter of representations shall not in any way limit the provisions of the foregoing paragraph (i) or in any other way impose upon the Authority Authority, the Trustee, the Bond Registrar or any Paying Agent any obligation whatsoever with respect to persons having interests in the such Book Entry Bonds other than DTC as the BondholdersRegistered Owner. Such letter of representations may provide the time, asform, content and manner of transmission, of notices to DTC. (C) DTC may determine to discontinue providing its services with respect to the Book Entry Bonds at any time by giving written notice to the Authority, the Bond Registrar and the Paying Agent, which notice shall certify that DTC has discharged its responsibilities with respect to the Book Entry Bonds under applicable law. (D) The Authority, in its sole discretion and without the consent of any other person, and upon compliance with any agreements between the Authority and DTC (including a letter of representations), may request termination of the services of DTC with respect to the Book Entry Bonds if the Authority determines that: (i) DTC is unable to discharge its responsibilities with respect to the Book Entry Bonds; or (ii) a continuation of the requirement that all of the Outstanding Book Entry Bonds be registered in the registration books kept by the Bond Registrar in the name of ▇▇▇▇, as nominee of DTC, is not in the best interest of the Beneficial Owner of the Book Entry Bonds. Current DTC rules provide that upon receipt of such a request, DTC will take the following actions: (i) DTC will issue an “Important Notice” notifying its Participants of the receipt of a withdrawal request from the Authority reminding Participants that they may utilize DTC’s withdrawal procedures if they wish to withdraw their securities from DTC; and (ii) DTC will process withdrawal requests submitted by Participants in the ordinary course of business, but will not effectuate withdrawals based upon a request from the Authority. The Authority shall, by written notice to the Bond Registrar, terminate the services of DTC with respect to the Book Entry Bonds upon receipt by the Authority, the Bond Registrar and the Paying Agent of written notice from DTC to the effect that DTC has received written notice from DTC Participants having interests, as shown in the records of DTC, in an aggregate principal amount of not less than fifty percent (50%) of the aggregate principal amount of the Outstanding Book Entry Bonds to the effect that: (i) DTC is unable to discharge its responsibilities with respect to the Book Entry Bonds; or (ii) a continuation of the requirement that all of the Outstanding Book Entry Bonds be registered in the registration books kept by Registrar, in the name of Cede, as nominee of DTC, is not in the best interests of the Beneficial Owner of the Book Entry Bonds. (E) Upon the termination of the services of DTC with respect to the Book Entry Bonds pursuant to subsection (D), or upon the discontinuance or termination of the services of DTC with respect to the Book Entry Bonds pursuant to subsection (B) or subsection (C), the Authority may within 90 days thereafter appoint a substitute Securities Depository which, in the opinion of the Authority, is willing and able to undertake the functions of DTC hereunder upon reasonable and customary terms. If no such successor can be found within such period, the Book Entry Bonds shall no longer be restricted to being registered in the registration books kept by the Bond Registrar, in the name of Cede, as nominee of DTC. In such event the Authority shall execute and the Bond Registrar shall authenticate Book Entry Bond certificates as requested by DTC of like principal amount, maturity and Series, in authorized denominations and the Bond Registrar shall deliver such certificates at its corporate trust office to the Beneficial Owners identified in writing by the Securities Depository in replacement of such beneficial owners’ beneficial interests in the Book Entry Bonds. (F) Notwithstanding any other provision of this Trust Agreement to the contrary, so long as any Book Entry Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to the principal or Redemption Price of, and interest on, such Book Entry Bond and all notices with respect to such Book Entry Bond shall be made and given, respectively, to DTC as the registered Holder of such Bonds. (G) In connection with any notice or other communication to be provided to Holders of Book Entry Bonds registered in the name of Cede pursuant to this Trust Agreement by the Authority or the Bond Registrar with respect to any consent or other action to be taken by such Holders, the Authority shall establish a record date for such consent or other action by such Holders and give DTC notice of such record date not less than fifteen (15) calendar days in advance of such record date to the extent possible. NEITHER THE AUTHORITY NOR THE REGISTRAR WILL HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO THE DTC PARTICIPANTS OR THE BENEFICIAL OWNERS WITH RESPECT TO (1) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DTC PARTICIPANT; (2) THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL AMOUNT, SINKING FUND INSTALLMENT FOR, REDEMPTION PRICE OF OR INTEREST ON THE BOOK ENTRY BONDS; (3) THE DELIVERY BY DTC OR ANY DTC PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE BOND RESOLUTION TO BE GIVEN TO BONDHOLDERS; (4) THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BOOK ENTRY BONDS; OR (5) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY CEDE & CO. AS THE NOMINEE OF DTC, AS REGISTERED OWNER. SO LONG AS CEDE & CO IS THE REGISTERED OWNER OF THE BOOK ENTRY BONDS, AS NOMINEE OF DTC, REFERENCES HEREIN TO THE BONDHOLDERS OR REGISTERED HOLDERS OF THE BOOK ENTRY BONDS SHALL MEAN CEDE & CO. AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE BOOK ENTRY BONDS.

Book-Entry System. Unless otherwise determined by the Authority, the (a) The Bonds shall be initially issued in the form of one or more separate as a single certificated fully registered Bond or Bonds, registered in the name of Cede & Co.Co. (“Cede”), as nominee of DTC, or any successor nominee (in the "Nominee")registration books kept by the Registrar. Except as provided in paragraph subsection (iiic) below, all of the Outstanding Bonds outstanding from time to time shall be so registered in the registration books kept by the RegistrarRegistrar in the name of Cede, and as nominee of DTC. With respect to Bonds registered in the provisions registration books kept by the Registrar in the name of this Section 2.01(e) shall apply thereto. (i) The AuthorityCede, as nominee of DTC, the BorrowerIssuer, the Paying AgentTrustee, the Registrar and the Trustee Paying Agent shall have no responsibility or obligation to any DTC Participant or to any Beneficial Owner, except as otherwise expressly provided hereinPerson on behalf of which a Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the AuthorityIssuer, the Borrower, the Paying AgentTrustee, the Registrar and the Trustee Paying Agent shall have no responsibility or obligation with respect to (1i) the accuracy of the records of DTC, the Nominee Cede or any DTC Participant with respect to any ownership interest in the Bonds, (2ii) the delivery to any DTC Participant or any other personPerson, other than a Bondholder an Owner as shown in the registration books kept by the Registrar, of any notice with respect to the Bonds, including any notice of redemption redemption, or (3iii) the payment to any DTC Participant or any other personPerson, other than a Bondholderan Owner, as shown in the registration books kept by the Registrar, of any amount with respect to the principal of or premium, if any, or interest on the Bonds. The Paying Agent shall pay all principal of, and interest on the Bonds only to or upon the order of the respective Bondholders, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Authority's obligations with respect to payment of principal of, and interest on the Bonds to the extent of the sum or sums so paid. The AuthorityIssuer, the Borrower, the Paying AgentTrustee, the Registrar and the Trustee Paying Agent may treat and consider the person Person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal principal, premium 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, Bond and for all other purposes whatsoever. (ii) No person . The Paying Agent shall pay all principal of and premium, if any, and interest on the Bonds only to the respective Owners, as shown in the registration books kept by the Registrar, as provided in 2.01 hereof, 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 and premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. So long as the book-entry system described above shall be in effect, no Person other than a Bondholderan Owner, as shown in the registration books kept by the Registrar, shall receive a certificated Bond certificate evidencing the obligation of the Authority Issuer to make payments of principal, premium, if any, and interest pursuant to this the Indenture. (iii) The Authority. Upon delivery by DTC to the Issuer or the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the provisions herein with respect to record dates, the Paying Agentword “Cede” in this Indenture shall refer to such new nominee of DTC; and upon receipt of such a notice the receiving party shall promptly deliver a copy of the same to the other such party, the Registrar and the Trustee shall, if not previously on file, execute Paying Agent. (b) The Issuer’s execution and deliver to DTC a letter delivery of representation in customary form with respect to the Bonds (the "Representation Letter"), but such Representation Letter of Representations shall not in any way limit the provisions of the foregoing paragraph (i) this Section 2.11 or in any other way impose upon the Authority Issuer any obligation whatsoever with respect to persons Persons having interests in the Bonds other than the BondholdersOwners as shown on the registration books kept by the Registrar. The Trustee shall take all action necessary for all representations of the Issuer in the Letter of Representations with respect to the Trustee, asthe Paying Agent and the Registrar to be complied with at all times. (c) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving reasonable notice to the Issuer or the Trustee and discharging its responsibilities with respect thereto under applicable law. The Issuer, with the consent of the Company, may terminate the services of DTC with respect to the Bonds. In accordance with Section 2.01(e) hereof, upon the discontinuance or termination of the services of DTC with respect to the Bonds, the Issuer and the Trustee, at the direction of the Company, may select and enter into arrangements with a substitute Securities Depository. Unless a substitute Securities Depository is appointed to undertake the functions of DTC hereunder, the Bonds shall no longer be restricted to being registered in the registration books kept by the Registrar in the name of Cede, as nominee of DTC, but may be registered in whatever name or names Owners transferring or exchanging Bonds shall designate in accordance with the provisions of Section 2.07 hereof. (d) Notwithstanding any other provision of this Indenture to the contrary, so long as any Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Letter of Representations.

Book-Entry System. Unless otherwise determined by (a) Anything in this Indenture to the Authoritycontrary notwithstanding, the Bonds shall any Bond may be authorized and issued in the form of one or more separate single certificated fully registered Bond or Bonds, registered in the name of Cede & Co., as nominee of DTC, or any successor nominee (the "Nominee"). Except as provided in paragraph (iii) below, all of the Outstanding Bonds shall be so registered in the registration books kept by the Registrar, and the provisions of this Section 2.01(e) shall apply theretoa Book-Entry Bond. (ib) The AuthorityFor all purposes of this Indenture, the BorrowerOwner of a Book-Entry Bond shall be the Securities Depository therefor and neither the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar and the Trustee shall have no any responsibility or obligation to any DTC Participant the beneficial owner of such Bond or to any Beneficial Ownerdirect or indirect participant in such Securities Depository, except as otherwise expressly provided hereinin this Indenture. Without limiting the immediately preceding sentencegenerality of the foregoing, neither the Issuer, the Authority, the BorrowerTrustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar and the Trustee shall have no any responsibility or obligation to any such participant or to the beneficial owner of a Book-Entry Bond with respect to (1i) the accuracy of the records of DTC, the Nominee Securities Depository or any DTC Participant participant with respect to any beneficial ownership interest in the Bondssuch Bond, (2ii) the delivery to any DTC Participant participant of the Securities Depository, the beneficial owner of such Bond or any other person, other than a Bondholder as shown in the registration books kept by the RegistrarSecurities Depository, of any notice with respect to the Bondssuch Bond, including any notice of the redemption or purchase thereof, or (3iii) the payment to any DTC Participant participant of the Securities Depository, the beneficial owner of such Bond or any other person, other than a Bondholder, as shown in the registration books kept by the RegistrarSecurities Depository, of any amount with respect to principal of the principal, redemption price, if applicable, or purchase price of, or interest on the Bondson, such Bond. The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent shall pay and the Registrar may treat the Securities Depository therefor as, and deem such Securities Depository to be, the absolute owner of a Book-Entry Bond for all principal purposes whatsoever, including, but not limited to, (1) payment of the principal, redemption price, if applicable, or purchase price of, and interest on on, such Bond, (2) giving notices of redemption or purchase and of other matters with respect to such Bond, (3) registering transfers with respect to such Bond as permitted hereby and (4) except as expressly provided in this Indenture, giving to the Bonds Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent or the Registrar any notice, consent, request or demand pursuant to the Indenture for any purpose whatsoever. The Trustee, acting as Paying Agent, shall pay the principal or redemption price, if applicable, of, and interest on, a Book-Entry Bond, and the Trustee, acting as Tender Agent, shall pay the purchase price of a Book-Entry Bond, only to or upon the order of the respective Bondholders, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writingSecurities Depository therefor, and all such payments shall be valid and effective to satisfy fully satisfy and discharge the Authority's Issuer’s obligations with respect to payment of such principal ofor redemption price or purchase price, and interest on the Bonds interest, to the extent of the sum or sums so paid. Except as otherwise provided in subsection (d) of this Section 2.13, no person other than the Securities Depository shall receive a Bond or other instrument evidencing the Issuer’s obligation to make payments of the principal, redemption price or purchase price thereof, and interest thereon. (c) The AuthorityIssuer, by notice to the BorrowerTrustee, the Paying Agent, the Registrar Tender Agent, the Registrar, the Remarketing Agent, the Auction Agent and a Securities Depository, may, with the prior written consent of the Borrower, and shall, at the written direction of an Authorized Borrower Representative, terminate the services of such Securities Depository with respect to the Book-Entry Bonds for which such Securities Depository serves as securities depository if the Issuer 29 determines that (i) the Securities Depository is unable to discharge its responsibilities with respect to such Bond or (ii) a continuation of the requirement that all of the Bonds issued as Book-Entry Bonds be registered in the registration books of the Issuer kept by the Trustee may treat and consider in the person name of the Securities Depository is not in whose name each the best interests of the beneficial owners of such Bonds or of the Issuer. (d) Upon the termination of the services of a Securities Depository with respect to a Book-Entry Bond is pursuant to clause (ii) of subsection (c) of this Section 2.13, such Bond no longer shall be restricted to being registered in the registration books kept by the Registrar as in the holder and absolute owner name of such Bond for a Securities Depository. Upon the purpose termination of payment the services of principal and interest a Securities Depository with respect to such Bonda Book-Entry Bond pursuant to clause (i) of subsection (c) of this Section 2.13, for the purpose Issuer may, with the prior written consent of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such BondBorrower, and for all other purposes whatsoever. shall, at the written direction of an Authorized Borrower Representative, within ninety (ii90) No person other than days thereafter appoint a Bondholdersubstitute securities depository which, as shown in the opinion of the Issuer, is willing and able to undertake the functions of Securities Depository under this Indenture upon reasonable and customary terms. If no such successor can be found within such period, such Book-Entry Bond shall no longer be restricted to being registered in the registration books of the Issuer kept by the Registrar, Trustee in the name of a Securities Depository. In the event that a Book-Entry Bond shall receive a certificated Bond evidencing no longer be restricted to being registered in the obligation registration books of the Authority to make payments Issuer kept by the Trustee in the name of principala Securities Depository, (i) the Issuer shall execute and the Trustee shall authenticate and deliver, upon presentation and surrender of the Book-Entry Bond, Bond certificates as requested by the Securities Depository so terminated of like principal amount, maturity and interest pursuant rate, in Authorized Denominations, to this Indenturethe identifiable beneficial owners in replacement of such beneficial owners’ beneficial ownership interests in such Book-Entry Bond and (ii) the Trustee shall notify the Remarketing Agent, the Auction Agent and the Borrower that the Bonds are no longer restricted to being registered in the registration books of the Issuer kept by the Trustee in the name of a Securities Depository; provided, however that such registration shall not be terminated by the Issuer or the Borrower without an opinion of Bond Counsel confirming that such termination of registration will not adversely affect the Tax-Exempt status of any Bonds. (iiie) The AuthorityAnything in this Indenture to the contrary notwithstanding, payment of the redemption price of a Book-Entry Bond, or portion thereof, called for redemption prior to maturity may be paid to the Securities Depository by wire transfer of immediately available funds. Anything in the Indenture to the contrary notwithstanding, such redemption price may be paid without presentation and surrender to the Trustee, as Paying Agent, of the Book-Entry Bond, or portion thereof, called for redemption; provided, however, that payment of (a) the principal payable at maturity of a Book-Entry Bond and (b) the redemption price of a Book-Entry Bond as to which the entire principal amount thereof has been called for redemption shall be payable only upon presentation and surrender of such Book-Entry Bond to the Trustee, as Paying Agent; and provided, further, that no such redemption price shall be so payable without presentation and surrender unless such Book-Entry Bond shall contain or have endorsed thereon a legend substantially to the effect set forth in Exhibit A hereto (or such other legend(s) of similar content as may be determined to be necessary or desirable by the Issuer or the Securities Depository). Anything in this Indenture to the contrary notwithstanding, upon any such payment to the Securities Depository without presentation and surrender, for all purposes of (i) the Book-Entry Bond as to which such payment has been made and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding 30 shall be reduced automatically by the principal amount so paid. In such event, the Trustee shall notify forthwith the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made, and the principal amount of such Bond so paid, and the Trustee shall note such payment on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (f) For all purposes of this Indenture authorizing or permitting the purchase of Bonds, or portions thereof, by, or for the account of, the Issuer for cancellation, and anything in the Indenture to the contrary notwithstanding, a portion of a Book-Entry Bond may be deemed to have been purchased and cancelled without surrender thereof upon delivery to the Trustee of a certificate executed by the Issuer and a participant of the Securities Depository therefor to the effect that a beneficial ownership interest in such Bond, in the principal amount stated therein, has been purchased by, or for the account of, the Issuer through the participant of the Securities Depository executing such certificate; provided, however, that any purchase for cancellation of the entire principal amount of a Book-Entry Bond shall be effective for purposes of the Indenture only upon surrender of such Book-Entry Bond to the Paying Agent; and provided, further, that no portion of a Book-Entry Bond may be deemed to have been so purchased and cancelled without surrender thereof unless such Book-Entry Bond shall contain or have endorsed thereon the Registrar and legend referred to in subsection (e) of this Section 2.13. Anything in the Trustee shall, if not previously on file, execute and deliver to DTC a letter of representation in customary form with respect Indenture to the Bonds (contrary notwithstanding, upon delivery of any such certificate to the "Representation Letter")Trustee, but such Representation Letter shall not in any way limit the provisions for all purposes of the foregoing paragraph (i) the Book-Entry Bond to which such certificate relates and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so purchased. In such event, the Trustee shall immediately notify the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made and the amount thereof and shall note such reduction in principal amount of such Book-Entry Bond Outstanding on the registration books of the Issuer kept by it, but failure to make any other way impose upon such notation shall not affect the Authority automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (g) Anything in this Indenture to the contrary notwithstanding, a Securities Depository may make a notation on a Book-Entry Bond (i) redeemed in part or (ii) purchased by, or for the account of, the Issuer in part for cancellation, to reflect, for informational purposes only, the date of such redemption or purchase and the principal amount thereof redeemed or deemed cancelled, but failure to make any obligation whatsoever with respect to persons having interests such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in subsection (e) or (f) of this Section 2.13, as the Bonds other than the Bondholders, ascase may be.