Common use of Book-Entry Only System Clause in Contracts

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

Book-Entry Only System. ‌ (a) The Trustee and definitive Bonds shall be initially issued in the City may from time to time enter into, and discontinue, an agreement with form of a Securities Depository as the Owner separate single fully registered Bond for each of the Obligationsmaturities thereof. Upon initial issuance, to establish procedures with respect to the Obligations not inconsistent with the provisions ownership of this Trust Agreement; provided, that, notwithstanding any other provisions of this Trust Agreement, any each such agreement may provide that different provisions for notice to the Securities Depository may Bond shall be set forth herein and that a legend shall appear on each Obligation so long as the Obligations are subject to such agreement. With respect to Obligations registered in the name of a Securities Depository Cede & Co., as nominee of DTC, and except as provided in Section 3.10, all of the outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC. (or its nominee)b) With respect to Bonds registered in the name of Cede & Co., neither the Trustee nor as nominee of DTC, the City and the Paying Agent/Registrar shall have any no responsibility or obligation to any of its members or participants DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest is held in the ObligationsBonds, except as provided in this Supplemental Indenture. It is hereby acknowledged that Without limiting the immediately preceding sentence, the City and the Trustee intend Paying Agent/Registrar shall have no responsibility or obligation with respect to enter into an agreement with DTC in connection with (i) the execution and delivery accuracy of the Obligationsrecords of DTC, and while such agreement is Cede & Co. or any DTC Participant with respect to any ownership interest in effectthe Bonds, (ii) the procedures established therein shall apply delivery to the Obligations notwithstanding any DTC Participant or any other provisions person, other than an Owner, as shown on the Obligation Register, of this Trust Agreement to the contrary. As long as DTC is the Securities Depository any notice with respect to the ObligationsBonds, including any notice of redemption, or (iii) the Trustee shall be a “payment to any DTC Direct Participant.” The Trustee shall not have Participant or any responsibility or obligation to DTC participants or other person, other than an Owner, as shown in the persons for whom they act as nominees Obligation Register of any amount with respect to principal of, premium, if any, or interest on the Obligations regarding accuracy Bonds. Notwithstanding any other provision of any records maintained by DTC or DTC participantsthis Supplemental Indenture to the contrary, the payments by DTC or DTC participants City and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is registered in the Obligation Register as the absolute owner of any amount in respect such Bond for the purpose of payment of principal or of, premium, if any, and interest represented by on the ObligationsBonds, any notice which is permitted or required for the purpose of giving notices of redemption and other matters with respect to be given such Bond, for the purpose of registering transfer with respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of, premium, if any, and interest on the Bonds only to or by Owners hereunder (except upon the order of the respective Owners, as shown in the Obligation Register, or their respective attorneys duly authorized in writing, and all such notice payments shall be valid and effective to fully satisfy and discharge the City’s obligations with respect to payment of principal, 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 is required to be given by shown in the Obligation Register, shall receive a certificate evidencing the obligation of the City to the Trustee or make payments of amounts due pursuant to DTC), or any consent given or any other action taken this Supplemental Indenture. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Supplemental Indenture with respect to interest checks or drafts being mailed to the registered Owner at the close of business on the Record Date, the word “Cede & Co.” in this Supplemental Indenture shall refer to such new nominee of DTC. (c) The “Representation Letter” previously executed and delivered by an Authorized Officer and made applicable to the City’s obligations delivered in book-entry-only form to DTC as Ownersecurities depository for said obligations, is hereby ratified and approved for the Bonds.

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

Book-Entry Only System. DTC will act as securities depository for the Bonds. The Trustee and Bonds shall be issued in the City may from time to time enter intoform of a separate single fully registered bond for each separate maturity of the Bonds. Upon initial issuance the ownership of the Bonds shall be registered in the Bond Register in the name of Cede & Co., and discontinue, an agreement with a Securities Depository as the Owner nominee of the Obligations, to establish procedures with respect to the Obligations not inconsistent with the provisions of this Trust Agreement; provided, that, notwithstanding any other provisions of this Trust Agreement, any such agreement may provide that different provisions for notice to the Securities Depository may be set forth herein and that a legend shall appear on each Obligation so long as the Obligations are subject to such agreementDTC. With respect to Obligations Bonds registered in the Bond Register in the name of a Securities Depository (or its nominee)Cede & Co., as nominee of DTC, neither the Trustee nor the City shall have any obligation to any of its members or participants or to any person on behalf of whom an interest is held in the Obligations. It is hereby acknowledged that the City and the Trustee intend to enter into an agreement with DTC in connection with the execution and delivery of the Obligations, and while such agreement is in effectIssuer, the procedures established therein shall apply to the Obligations notwithstanding any other provisions of this Trust Agreement to the contrary. As long as DTC is the Securities Depository with respect to the Obligations, Borrower nor the Trustee shall be a “DTC Direct Participant.” The Trustee shall not have any responsibility or obligation to any DTC participants Participant or to any Beneficial Owner. Without limiting the persons for whom they act as nominees immediately preceding sentence, neither the Issuer nor the Trustee shall have any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant, any Beneficial Owner or any other person, other than DTC, of any notice with respect to the Obligations regarding accuracy Bonds, including any notice of redemption, (iii) the payment to any records maintained by DTC Participant, any Beneficial Owner or DTC participantsany other person, the payments by DTC or DTC participants other than DTC, of any amount in with respect to the principal of principal or premium, if any, or interest represented on the Bonds, or (iv) the failure of DTC to provide any information or notification on behalf of any DTC Participant or Beneficial Owner. The Issuer and the Trustee may treat as and deem DTC to be the absolute owner of each Bond for the purpose of payment of the principal of and premium and interest 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 Bonds, and for all other purposes whatsoever (except for the giving of certain Bondholder consents). The Trustee shall pay all principal of and premium, if any, and interest on the Bonds only to or upon the order of the Bondholders as shown on the Bond Register, and all such payments shall be valid and effective to fully satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. Upon delivery by DTC to the ObligationsTrustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., any notice which is permitted or required and subject to the transfer provisions in Section 2.04, references to “Cede & Co.” in this section shall refer to such new nominee of DTC. Notwithstanding the provisions of this Indenture to the contrary (including without limitation surrender of Bonds, registration thereof, and Authorized Denominations), as long as the Bonds are in book-entry form, full effect shall be given to or by Owners hereunder (except such notice as is required to be given by the City to Representation Letter and the procedures and practices of DTC thereunder. Neither the Trustee nor any agent shall have any responsibility or to DTC), liability for any actions taken or any consent given or any other action not taken by DTC as OwnerDTC.

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

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

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

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

Book-Entry Only System. The Trustee With respect to a particular series of Bonds, at the request and with the consent of the Purchaser (or the holders of at least 51% in aggregate principal amount of such series of Bonds then outstanding) and the City may from time to time Authority, the Trustee shall, as necessary, enter into, and discontinue, into an agreement with a Securities The Depository as Trust Company (“DTC”), or any other entity appointed by the Owner Authority with the consent of the ObligationsTrustee offering similar services, for the purpose of establishing a “Book-Entry System” for any series of Bonds. Pursuant to establish procedures with respect to the Obligations not inconsistent with any such agreement, the provisions of this Trust Agreement; provided, that, notwithstanding any other provisions Section shall apply to such series of this Trust Agreement, any such agreement may provide that different provisions for notice to the Securities Depository Bonds. The applicable series of Bonds may be set forth herein and that a legend shall appear on each Obligation so long as the Obligations are subject to such agreement. With respect to Obligations registered in the name of a Securities Depository (DTC, or its nominee, for the benefit of other parties (“DTC Participants”), neither and DTC shall agree to keep accurate records of the Trustee nor DTC Participants, and promptly to transfer funds received by it in payment for the City shall have any obligation applicable series of Bonds to any appropriate beneficiaries. The ownership interest of its members or participants or to any person each actual purchaser of an applicable Bond will be recorded in the records of the DTC Participant 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 whom an each such purchaser. Under such circumstances, purchasers will not receive certificates representing their ownership interest is held in the Obligationsapplicable Bonds, except as otherwise specifically provided in this Indenture. It is hereby acknowledged that the City The Authority and the Trustee intend may treat the registered holder of each applicable Bond as the owner thereof for all purposes, including payment of principal, interest, and redemption premium thereof, the giving of notices, the selection by DTC or any DTC Participant of any person to enter into an agreement receive payment in the event of partial redemption of the Bonds and receipt of consents and direction as specified herein. DTC shall be entitled to take all action with respect to such notices and consents regarding the applicable Bonds registered in its or its nominee’s name, and may take actions with respect to a portion of such Bonds so registered which are inconsistent with the actions taken with respect to other portions of the Bonds so registered. Neither the Authority nor the Trustee is or will be responsible for the actions of DTC or anyone else in connection with the execution and operation of the Book-Entry System. In any case where delivery of a Bond to the ObligationsTrustee is required under this Indenture, and while such agreement delivery shall be deemed to have been made by appropriate notation of transfer or registration on the records of DTC so long as the Book-Entry System is in effect, the procedures established therein shall apply . DTC may determine to the Obligations notwithstanding any other provisions of this Trust Agreement to the contrary. As long as DTC is the Securities Depository discontinue providing its service with respect to the ObligationsBonds at any time by giving notice to the Authority 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 “Beneficial Owner”). The Beneficial Owner, upon registration of certificates held in the Beneficial Owner’s name, will become the registered owner of the Bonds. Prior to any transfer of the applicable Bonds outside the Book-Entry System (including, but not limited to, the initial transfer outside the Book-Entry System), the transferor shall provide or cause to be a “DTC Direct Participant.” provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax-reporting obligations, including without limitation any cost basis reporting obligation under Internal Revenue Code Section 6045, as amended. The Trustee shall conclusively rely on the information provided to it and shall have not have any responsibility to verify or obligation to DTC participants or ensure the persons for whom they act as nominees with respect to the Obligations regarding accuracy of any records maintained by DTC such information. At the request of the Beneficial Owner, the Authority may discontinue the book entry transfers through DTC, and the Beneficial Owners shall be able to obtain Bond certificates. In such event, the Authority or DTC participantsParticipants, upon the direction of the Authority, shall notify the Beneficial Owners of the availability of Bond certificates and the Trustee shall transfer and exchange Bond certificates to such Beneficial Owners. Thereafter, upon presentation of such Bonds for transfer, the payments by DTC Trustee shall transfer the Bonds or DTC participants of any amount portions thereof in respect of principal or interest represented by the Obligations, any notice which is permitted or required to be given to or by Owners hereunder (except such notice as is required to be given by the City to the Trustee or to DTC), or any consent given or any other action taken by DTC as Owner.accordance with

Book-Entry Only System. (a) The Trustee and definitive Bonds shall be initially issued in the City may from time to time enter into, and discontinue, an agreement with form of a Securities Depository as the Owner separate single fully registered Bond for each of the Obligationsmaturities thereof. Upon initial issuance, to establish procedures with respect to the Obligations not inconsistent with the provisions ownership of this Trust Agreement; provided, that, notwithstanding any other provisions of this Trust Agreement, any each such agreement may provide that different provisions for notice to the Securities Depository may Bond shall be set forth herein and that a legend shall appear on each Obligation so long as the Obligations are subject to such agreement. With respect to Obligations registered in the name of a Securities Depository Cede & Co., as nominee of DTC, and except as provided in Section 3.10, all of the outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC. (or its nominee)b) With respect to Bonds registered in the name of Cede & Co., neither the Trustee nor as nominee of DTC, the City and the Paying Agent/Registrar shall have any no responsibility or obligation to any of its members or participants DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest is held in the ObligationsBonds, except as provided in this Supplemental Indenture. It is hereby acknowledged that Without limiting the immediately preceding sentence, the City and the Trustee intend Paying Agent/Registrar shall have no responsibility or obligation with respect to enter into an agreement with DTC in connection with (i) the execution and delivery accuracy of the Obligationsrecords of DTC, and while such agreement is Cede & Co. or any DTC Participant with respect to any ownership interest in effectthe Bonds, (ii) the procedures established therein shall apply delivery to the Obligations notwithstanding any DTC Participant or any other provisions person, other than an Owner, as shown on the Obligation Register, of this Trust Agreement to the contrary. As long as DTC is the Securities Depository any notice with respect to the ObligationsBonds, including any notice of redemption, or (iii) the Trustee shall be a “payment to any DTC Direct Participant.” The Trustee shall not have Participant or any responsibility or obligation to DTC participants or other person, other than an Owner, as shown in the persons for whom they act as nominees Obligation Register of any amount with respect to principal of, premium, if any, or interest on the Obligations regarding accuracy Bonds. Notwithstanding any other provision of any records maintained by DTC or DTC participantsthis Supplemental Indenture to the contrary, the payments by DTC or DTC participants City and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is registered in the Obligation Register as the absolute owner of any amount in respect such Bond for the purpose of payment of principal or of, premium, if any, and interest represented by on the ObligationsBonds, any notice which is permitted or required for the purpose of giving notices of redemption and other matters with respect to be given such Bond, for the purpose of registering transfer with respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of, premium, if any, and interest on the Bonds only to or by Owners hereunder (except upon the order of the respective Owners, as shown in the Obligation Register, or their respective attorneys duly authorized in writing, and all such notice payments shall be valid and effective to fully satisfy and discharge the City’s obligations with respect to payment of principal, 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 is required to be given by shown in the Obligation Register, shall receive a certificate evidencing the obligation of the City to the Trustee or make payments of amounts due pursuant to DTC), or any consent given or any other action taken this Supplemental Indenture. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Supplemental Indenture with respect to interest checks or drafts being mailed to the registered Owner at the close of business on the Record Date, the word “Cede & Co.” in this Supplemental Indenture shall refer to such new nominee of DTC. (c) The “Representation Letter” previously executed and delivered by an Authorized Officer and made applicable to the City’s obligations delivered in book-entry-only form to DTC as Ownersecurities depository for said obligations, is hereby ratified and approved for the Bonds.

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

Book-Entry Only System. The Trustee and (a) DTC will act as the City may from time to time enter into, and discontinue, an agreement with a initial Securities Depository for the Bonds. The Bonds shall be initially issued in the form of a single fully-registered Bond registered in the name of Cede & Co. (DTC's nominee). So long as Cede & Co. is the Registered Owner of the ObligationsBonds, as nominee of DTC, references herein to establish procedures Registered Owners, Bondholders or holders of the 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 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 the Securities Depository, the Issuer, the Bond Registrar, the Paying Agent, the Company, any Co-Paying Agent and the Trustee shall have no responsibility or obligation to any Person on behalf of whom such Securities Depository holds an interest in the Bonds. Without limiting the immediately preceding sentence, the Issuer, the Bond Registrar, the Paying Agent, the Bank, any Co-Paying Agent and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Securities Depository with respect to any ownership interest in the Bonds, (ii) the delivery to any Person, other than a Bondholder, as shown on the Bond Register, of any notice with respect to the Obligations not inconsistent Bonds, including any notice of redemption, or (iii) the payment to any Person, other than a Registered Owner, as shown in the Bond Register of any amount with respect to principal of, premium, if any, Purchase Price or interest on, the provisions Bonds. (d) No DTC Participant nor any other Persons on whose behalf DTC Participants may act (including any holder or owner of any beneficial interest in the Bonds) shall have any rights under this Trust Agreement; providedIndenture with respect to any Bonds that are registered in the name of Cede & Co., thator under any such Bonds, and notwithstanding any other provisions of this Trust Agreement, any such agreement may provide that different provisions for notice Indenture to the Securities Depository may contrary, the Issuer, the Bond Registrar, the Paying Agent, each Co-Paying Agent, if any, and the Trustee shall be set forth herein entitled to treat and that a legend shall appear on consider the Person in whose name each Obligation so long as the Obligations are subject to such agreement. With respect to Obligations Bond is registered in the name Bond Register as the absolute owner of such Bond for the purpose of payment of principal, premium, if any, Purchase Price, 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. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Bond Registrar, the Paying Agent, each Co-Paying Agent, if any, and the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Securities Depository or impair, as between a Securities Depository and such DTC Participants or other Persons (including such holders or owners of beneficial interests), the operation of customary practice governing the exercise of the rights of the Securities Depository (or its nominee)) as holder of any Bond. The Paying Agent shall pay all principal of, neither premium, if any, Purchase Price, and interest on the Trustee nor Bonds only to or upon the City shall have any obligation to any order of its members or participants or to any person on behalf of whom an interest is held the respective owners, as shown in the Obligations. It is hereby acknowledged that 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 City Issuer's obligations with respect to payment of principal of, premium, if any, Purchase Price, and interest on, the Trustee intend Bonds to enter into an agreement with DTC in connection with the execution and delivery extent of the Obligationssum or sums so paid. (e) No Person other than a Registered Owner, as shown in the registration books, shall receive a Bond certificate evidencing the obligation of the Issuer to make payments of principal, premium, if any, and while such agreement interest, pursuant to this Indenture. (f) So long as the Book-Entry-Only System is in effect, the procedures established therein Trustee, the Remarketing Agent, the Paying Agent and the Bond Registrar shall apply to comply with the Obligations notwithstanding requirements of DTC or any other provisions of this Trust Agreement to the contrary. As long as DTC is the Securities Depository with respect to required notices and other provisions of the ObligationsDTC Letter or other agreement executed with respect to the Bonds. (g) The Securities Depository may determine to 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 and 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 the event that the Company determines for any reason to terminate 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 “DTC Direct Participant.” The Trustee shall not have any responsibility or obligation successor securities depository, qualified to DTC participants or the persons for whom they act as nominees such under Section 17A of the 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 such event, the Bonds shall no longer be restricted to being registered in the Registration Books in the name of the Securities Depository, but 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 designate, in accordance with respect the provisions of this Indenture. At the direction and expense of the Company, the Trustee, in accordance with any agreement among the Issuer, the Trustee, and the Securities Depository, shall withdraw the Bonds from the Securities Depository, and authenticate and deliver Bonds fully registered to the Obligations regarding accuracy assignees of the Securities Depository or its nominee. If the request for such withdrawal is not the result of any records maintained by DTC Issuer action or DTC participantsinaction, such withdrawal, authentication and delivery shall be at the payments by DTC or DTC participants cost and expense (including costs of any amount in respect printing, preparing and delivering such Bonds) of principal or interest represented by the ObligationsPersons requesting such withdrawal, any notice which is permitted or required to be given to or by Owners hereunder (except such notice as is required to be given by the City to the Trustee or to DTC), or any consent given or any other action taken by DTC as Ownerauthentication and delivery.

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

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

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

Book-Entry Only System. (a) The Notes may be issued in the form of a separate single authenticated Note in substantially the form of Exhibit A hereto. On the Closing Date, if so directed by the Issuer in writing, the Notes shall be registered in the Note Register in the name of DTC's Nominee. With respect to the Notes registered in the Note Register in the name of DTC's Nominee, no Person other than DTC shall receive an authenticated Note, and the Issuer, the Trustee and the City may from time Servicers shall have no responsibility or obligation to time enter into, and discontinue, an agreement with a Securities Depository as the any DTC Participant or to any Beneficial Owner of the Obligations, to establish procedures with respect to the Obligations not inconsistent following: (i) the accuracy of the records of DTC or DTC's Nominee or any DTC Participant with respect to any ownership interest in the provisions Notes, (ii) the delivery to any DTC Participant, any Beneficial Owner, or any other Person, other than DTC, of any notice with respect to the Notes, including any notice of redemption, or (iii) the payment to any DTC Participant, any Beneficial Owner, or any other Person, other than DTC, of any amount with respect to the Notes. The Trustee shall make payments with respect to the Notes only to or upon the written order of DTC and all such payments shall be valid and effective fully to satisfy and discharge the obligations with respect to the Notes to the extent of the sum or sums so paid. (b) Upon receipt by the Issuer, the Trustee and the Servicers of written notice from DTC to the effect that DTC is unable or unwilling to discharge its responsibilities, the Trustee shall, at the expense of the Issuer, issue, transfer and exchange Notes requested by DTC in appropriate amounts and, whenever DTC requests the Issuer and the Trustee to do so, the Issuer and the Trustee shall cooperate with DTC in taking appropriate action after reasonable notice (i) to arrange for a substitute depository willing and able upon reasonable and customary terms to maintain custody of the Notes or (ii) to make available Definitive Notes registered in whatever name or names the Beneficial Owners transferring or exchanging such Notes shall designate. (c) Definitive Notes shall be issued to Beneficial Owners or their respective nominees, if (i) the Issuer, at its option, elects to terminate the book-entry system through DTC or its successors and assigns or (ii) after the occurrence of an Event of Default or a Servicer Default with respect to the Notes, the Required Noteholders advise the Trustee through DTC in writing that the continuation of a book-entry system through DTC or its successors and assigns with respect to the Notes is no longer in the best interests of the Noteholders. (d) Notwithstanding any other provision of this Trust Agreement; provided, that, notwithstanding any other provisions of this Trust Agreement, any such agreement may provide that different provisions for notice Indenture to the Securities Depository may be set forth herein and that a legend shall appear on each Obligation contrary, so long as the Obligations are subject to such agreement. With respect to Obligations any Note is registered in the name of DTC or DTC's Nominee, all payments with respect to such Note and all notices with respect to such Note shall be made and given, respectively, to DTC as provided in a Securities Depository representation letter in the form required by DTC acceptable to the Issuer and the Trustee. (or its nominee), neither e) In the event the Notes are issued in book-entry form with DTC and until any such time that Definitive Notes are issued: (i) the Trustee nor and the City Issuer may deal with DTC as the authorized representative of the Noteholders; (ii) the rights of the Noteholders shall be exercised only through DTC and shall be limited to those established by law and agreement between the Noteholders and DTC and/or direct participants of DTC; (iii) DTC will make book-entry transfers among the direct participants of DTC and will receive and transmit distributions of principal and interest on the Notes to such direct participants; and (iv) the direct participants of DTC shall have any obligation no rights under this Indenture under or with respect to any of its members or participants or to any person the Notes held on their behalf of whom an interest is held in by DTC, and DTC may be treated by the Obligations. It is hereby acknowledged that the City Trustee and the Trustee intend to enter into an agreement with DTC in connection with Issuer and their respective agents, employees, officers and directors as the execution and delivery absolute owner of the Obligations, and while such agreement is in effect, the procedures established therein shall apply to the Obligations notwithstanding any other provisions of this Trust Agreement to the contrary. As long as DTC is the Securities Depository with respect to the Obligations, the Trustee shall be a “DTC Direct ParticipantNotes for all purposes whatsoever.” The Trustee shall not have any responsibility or obligation to DTC participants or the persons for whom they act as nominees with respect to the Obligations regarding accuracy of any records maintained by DTC or DTC participants, the payments by DTC or DTC participants of any amount in respect of principal or interest represented by the Obligations, any notice which is permitted or required to be given to or by Owners hereunder (except such notice as is required to be given by the City to the Trustee or to DTC), or any consent given or any other action taken by DTC as Owner.