Common use of Book-Entry Only System Clause in Contracts

Book-Entry Only System. Upon issuance of the Bonds, one fully-registered Bond will be registered in the name of Cede & Co., as nominee for The Depository Trust Company (the "Securities Depository") in the aggregate principal amount of the Bonds. So long as Cede & Co. is the registered owner of the Bonds, as nominee of the Securities Depository, references herein to the holders of the Bonds or registered owner of the Bonds shall mean Cede & Co. and shall not mean the beneficial owners of the Bonds. The Letter of Representations in substantially the form attached hereto as Exhibit A, with such changes, omissions, insertions and revisions as the Clerk of the Board of Supervisors of the County and the Trustee may approve at any time, is hereby approved, and the County and the Trustee shall execute and deliver such Letter of Representations. The approval of the County and the Trustee of any changes, omissions, insertions and revisions to the Letter of Representations shall be conclusively established by the execution of the Letter of Representations by [Clerk of the Board of Supervisors] of the County and the Trustee. Transfers of beneficial ownership interests in the Bonds will be accomplished by book entries made by the Securities Depository, and, in turn by the participants in the Securities Depository (the "Participants") who act on behalf of the indirect participants in the Securities Depository (the "Indirect Participants") and the beneficial owners of the Bonds. For each transfer and exchange of beneficial ownership in the Bonds, the beneficial owner may be charged a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto. The Trustee and the County shall recognize the Securities Depository or its nominee, Cede & Co., as the owner of the Bonds for all purposes, including notices and voting. Conveyance of notices and other communications by the Securities Depository to Participants and by such Participants to Indirect Participants, and by Participants and Indirect Participants to beneficial owners of the Bonds will be governed by arrangements among the Securities Depository, the Participants and the Indirect Participants, subject to any statutory and regulatory requirements as may be in effect from time to time. NEITHER THE COUNTY NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO THE PARTICIPANTS OR INDIRECT PARTICIPANTS OR THE BENEFICIAL OWNERS OF THE BONDS WITH RESPECT TO (i) THE ACCURACY OF ANY RECORDS MAINTAINED BY THE SECURITIES DEPOSITORY OR ANY SUCH PARTICIPANT OR INDIRECT PARTICIPANT; (ii) THE PAYMENT BY THE SECURITIES DEPOSITORY OR ANY SUCH PARTICIPANT OR INDIRECT PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL AMOUNT OR REDEMPTION PRICE OF OR INTEREST ON THE BONDS; (iii) THE DELIVERY TO THE SECURITIES DEPOSITORY OR ANY SUCH PARTICIPANT OR ANY INDIRECT PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER THAT IS REQUIRED OR PERMITTED TO BE GIVEN TO HOLDERS OF THE BONDS UNDER THE TERMS OF THIS INDENTURE; (iv) THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BONDS; OR (v) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY THE SECURITIES DEPOSITORY AS HOLDER OF THE BONDS. The Securities Depository may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the Trustee and discharging its responsibilities with respect thereto under the applicable law. In such event, or in the event the County at the request of the Company elects to use a similar book-entry system with another securities depository, there may be a successor securities depository (all references to the Securities Depository include any such successor). The County at the request of the Company may also determine to discontinue participation in the system of book- entry transfer through the Securities Depository at any time by giving reasonable notice to the Securities Depository. If the book-entry system is terminated, Bond certificates will be delivered to the beneficial owners, at the expense of the Company, as provided herein. The beneficial owners of the Bonds, upon registration of certificates held in the beneficial owners' names, will then become the registered owners of the Bonds and registration, transfer and exchange of the Bonds by such owners will be governed by Section 2.05 herein.

Book-Entry Only System. Upon issuance (A) Except as otherwise provided in subsections (B) and (C) of this Section 2.10, the Bonds, one fully-registered Bond will Bonds initially authenticated and delivered hereunder shall be registered in the name of Cede & Co., as nominee for The Depository Trust Company (of DTC, or such other nominee as DTC shall request. Payments of interest on, principal of and any premium on the "Securities Depository") in Bonds shall be made to the aggregate principal amount account of the Bonds. So long as Cede & Co. is on each payment date for principal or interest on the Bonds at the address indicated for Cede & Co. in the registration books maintained by the Bond Registrar by transfer of immediately available funds. DTC has represented to the Authority that it will maintain a book-entry system in recording ownership interests of the Direct Participants and the ownership interests of Beneficial Owners will be recorded through book entries on the records of the Direct Participants. (B) The Bonds shall be initially issued in the form of a separate single authenticated fully registered owner Bond in the amount of each separate stated maturity. With respect to Bonds so registered in the name of Cede & Co., the Authority and the Trustee shall have no responsibility or obligation to any Direct Participant or to any Beneficial Owner of such Bonds. Without limiting the immediately preceding sentence, the Authority and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any Direct Participant with respect to any beneficial ownership interest in the Bonds, as nominee (ii) the delivery to any Direct Participant, Beneficial Owner or other Person, other than DTC, of the Securities Depository, references herein any notice with respect to the holders Bonds, including any notice of redemption, (iii) the payment to any Direct Participant, Beneficial Owner or other Person, other than DTC, of any amount with respect to the principal, redemption price of, or interest on, the Bonds or registered owner of the Bonds shall mean Cede & Co. and shall not mean the beneficial owners (iv) any consent given or other action taken by DTC as Holder of the Bonds. The Letter of Representations in substantially the form attached hereto as Exhibit A, with such changes, omissions, insertions and revisions as the Clerk of the Board of Supervisors of the County Authority and the Trustee may approve at any time, is hereby approvedtreat DTC as, and deem DTC to be, the County and the Trustee shall execute and deliver such Letter absolute Holder of Representations. The approval each Bond for all purposes whatsoever including (but not limited to) (i) payment of the County principal, redemption price of, and the Trustee interest on, each such Bond, (ii) giving notices of any changes, omissions, insertions conversion or redemption and revisions other matters with respect to the Letter of Representations shall be conclusively established by the execution of the Letter of Representations by [Clerk of the Board of Supervisors] of the County such Bonds and the Trustee. Transfers of beneficial ownership interests in the Bonds will be accomplished by book entries made by the Securities Depository, and, in turn by the participants in the Securities Depository (the "Participants"iii) who act on behalf of the indirect participants in the Securities Depository (the "Indirect Participants") and the beneficial owners of the registering transfers with respect to such Bonds. For each transfer and exchange of beneficial ownership in the Bonds, the beneficial owner may be charged a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto. The Trustee and shall pay the County shall recognize the Securities Depository or its nomineeprincipal, Cede & Co.redemption price (including premium, as the owner of the Bonds for all purposes, including notices and voting. Conveyance of notices and other communications by the Securities Depository to Participants and by such Participants to Indirect Participantsif any) of, and by Participants interest on, all Bonds only to or upon the order of DTC, and Indirect Participants all such payments shall be valid and effective to beneficial owners of fully satisfy and discharge the Bonds will be governed by arrangements among the Securities Depository, the Participants and the Indirect Participants, subject to any statutory and regulatory requirements as may be in effect from time to time. NEITHER THE COUNTY NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO THE PARTICIPANTS OR INDIRECT PARTICIPANTS OR THE BENEFICIAL OWNERS OF THE BONDS WITH RESPECT TO (i) THE ACCURACY OF ANY RECORDS MAINTAINED BY THE SECURITIES DEPOSITORY OR ANY SUCH PARTICIPANT OR INDIRECT PARTICIPANT; (ii) THE PAYMENT BY THE SECURITIES DEPOSITORY OR ANY SUCH PARTICIPANT OR INDIRECT PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL AMOUNT OR REDEMPTION PRICE OF OR INTEREST ON THE BONDS; (iii) THE DELIVERY TO THE SECURITIES DEPOSITORY OR ANY SUCH PARTICIPANT OR ANY INDIRECT PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER THAT IS REQUIRED OR PERMITTED TO BE GIVEN TO HOLDERS OF THE BONDS UNDER THE TERMS OF THIS INDENTURE; (iv) THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BONDS; OR (v) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY THE SECURITIES DEPOSITORY AS HOLDER OF THE BONDS. The Securities Depository may determine to discontinue providing its services Authority’s obligations with respect to such principal, redemption price, and interest, to the extent of the sum or sums so paid. No Person other than DTC shall receive a Bond evidencing the obligation of the Authority to make payments of principal, redemption price of, and interest on, the Bonds at any time by giving notice pursuant to the Trustee and discharging its responsibilities with respect thereto under the applicable law. In such event, or in the event the County at the request of the Company elects to use a similar book-entry system with another securities depository, there may be a successor securities depository (all references to the Securities Depository include any such successor). The County at the request of the Company may also determine to discontinue participation in the system of book- entry transfer through the Securities Depository at any time by giving reasonable notice to the Securities Depository. If the book-entry system is terminated, Bond certificates will be delivered to the beneficial owners, at the expense of the Company, as provided herein. The beneficial owners of the Bonds, upon registration of certificates held in the beneficial owners' names, will then become the registered owners of the Bonds and registration, transfer and exchange of the Bonds by such owners will be governed by Section 2.05 herein.this

Book-Entry Only System. Upon issuance (a) Except as otherwise provided in subsections (b) and (c) of this Section, the Bonds, one fully-registered Bond will Notes initially authenticated and delivered hereunder shall be registered in the name of Cede & Co., as nominee for The Depository Trust Company (of DTC or such other nominee as DTC shall request. Payments of interest on, principal of and any premium on the "Securities Depository") in Notes shall be made to the aggregate principal amount account of the Bonds. So long as Cede & Co. is on each Note Payment Date at the registered owner of the Bonds, as nominee of the Securities Depository, references herein to the holders of the Bonds or registered owner of the Bonds shall mean address indicated for Cede & Co. and shall not mean in the beneficial owners registration books maintained by Note Registrar by transfer of the Bondsimmediately available funds. The Letter of Representations DTC has represented to Borrower that it will maintain a book-entry system in substantially the form attached hereto as Exhibit A, with such changes, omissions, insertions and revisions as the Clerk of the Board of Supervisors of the County and the Trustee may approve at any time, is hereby approved, and the County and the Trustee shall execute and deliver such Letter of Representations. The approval of the County and the Trustee of any changes, omissions, insertions and revisions to the Letter of Representations shall be conclusively established by the execution of the Letter of Representations by [Clerk of the Board of Supervisors] of the County and the Trustee. Transfers of beneficial recording ownership interests in the Bonds will be accomplished by book entries made by the Securities Depository, and, in turn by the of its participants in the Securities Depository (the "“Direct Participants") who act on behalf of the indirect participants in the Securities Depository (the "Indirect Participants"”) and the ownership interests of a purchaser of a beneficial owners interest in the Notes (a “Beneficial Owner”) will be recorded through book entries on the records of the Bonds. For each transfer and exchange of beneficial ownership Direct Participants. (b) The Notes shall be initially issued in the Bonds, form of a separate single authenticated fully registered Note in the beneficial owner may be charged a sum sufficient amount of $34,235,000. With respect to cover any tax, fee or other governmental charge that may be imposed Notes so registered in relation thereto. The Trustee and the County shall recognize the Securities Depository or its nominee, name of Cede & Co., as the owner of the Bonds for all purposesBorrower, including notices Trustee and voting. Conveyance of notices and other communications by the Securities Depository to Participants and by such Participants to Indirect Participants, and by Participants and Indirect Participants to beneficial owners of the Bonds will be governed by arrangements among the Securities Depository, the Participants and the Indirect Participants, subject Tender Agent shall have no responsibility or obligation to any statutory Direct Participant or to any Beneficial Owner of such Notes. Without limiting the immediately preceding sentence, Borrower, Trustee and regulatory requirements as may be in effect from time Tender Agent shall have no responsibility or obligation with respect to time. NEITHER THE COUNTY NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO THE PARTICIPANTS OR INDIRECT PARTICIPANTS OR THE BENEFICIAL OWNERS OF THE BONDS WITH RESPECT TO (i) THE ACCURACY OF ANY RECORDS MAINTAINED BY THE SECURITIES DEPOSITORY OR ANY SUCH PARTICIPANT OR INDIRECT PARTICIPANT; the accuracy of the records of DTC, Cede & Co. or any Direct Participant with respect to any beneficial ownership interest in the Notes, (ii) THE PAYMENT BY THE SECURITIES DEPOSITORY OR ANY SUCH PARTICIPANT OR INDIRECT PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL AMOUNT OR REDEMPTION PRICE OF OR INTEREST ON THE BONDS; the delivery to any Direct Participant, Beneficial Owner or other person, other than DTC, of any notice with respect to the Notes, including any notice of redemption, (iii) THE DELIVERY TO THE SECURITIES DEPOSITORY OR ANY SUCH PARTICIPANT OR ANY INDIRECT PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER THAT IS REQUIRED OR PERMITTED TO BE GIVEN TO HOLDERS OF THE BONDS UNDER THE TERMS OF THIS INDENTURE; the payment to any Direct Participant, Beneficial Owner or other person, other than DTC, of any amount with respect to the principal or redemption price of, or interest on, the Notes or (iv) THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BONDS; OR any consent given or other action taken by DTC as Registered Owner of the Notes. Borrower, Trustee and Tender Agent may treat DTC as, and deem DTC to be, the absolute Registered Owner of each Note for all purposes whatsoever including (vbut not limited to) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY THE SECURITIES DEPOSITORY AS HOLDER OF THE BONDS(A) payment of the principal or redemption price of, and interest on, each such Note, (B) giving notices of conversion or redemption and other matters with respect to such Notes and (C) registering transfers with respect to such Notes. The Securities Depository Trustee shall pay the principal or redemption price of, and interest on, all Notes only to or upon the order of DTC, and all such payments shall be valid and effective to fully satisfy and discharge Borrower’s obligations with respect to such principal or redemption price, and interest, to the extent of the sum or sums so paid. No person other than DTC shall receive a Note evidencing the obligation of Borrower to make payments of principal or redemption price of, and interest on, the Notes pursuant to this Indenture. Upon delivery by DTC to 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 transfer provisions hereof, the word “Cede & Co.” in this Indenture shall refer to such new nominee of DTC. (c) (i) DTC may determine to discontinue providing its services with respect to the Bonds Notes at any time by giving reasonable written notice to the Borrower, Trustee and Tender Agent and discharging its responsibilities with respect thereto under the applicable law. In such event, or in the event the County at the request of the Company elects to use a similar book-entry system with another securities depository, there may be a successor securities depository (all references to the Securities Depository include any such successor). The County at the request of the Company may also determine to discontinue participation in the system of book- entry transfer through the Securities Depository at any time by giving reasonable notice to the Securities Depository. If the book-entry system is terminated, Bond certificates will be delivered to the beneficial owners, at the expense of the Company, as provided herein. The beneficial owners of the Bonds, upon registration of certificates held in the beneficial owners' names, will then become the registered owners of the Bonds and registration, transfer and exchange of the Bonds by such owners will be governed by Section 2.05 herein.

Book-Entry Only System. Upon issuance (a) Except as otherwise provided in subsections (b) and (c) of this Section 2.11, during a Weekly Interest Rate Period or Term Interest Rate Period, the Bonds, one fully-registered Bond will Authority Notes shall be registered in the name of Cede & Co., as nominee for The Depository Trust Company (of DTC, or such other nominee as DTC shall request. Payments of interest on, principal of and any premium on and the "Securities Depository") in Purchase Price of, the aggregate principal amount Authority Notes shall be made to the account of the Bonds. So long as Cede & Co. is the registered owner On each payment date for principal or interest on or Purchase Price of the Bonds, as nominee Authority Notes at the address indicated for Cede & Co. In the registration books maintained by the Authority Note registrar by transfer of immediately available funds. DTC has represented to the Authority that it will maintain a Book-Entry System in recording ownership interests of the Securities DepositoryDirect Participants and the ownership interests of Beneficial Owners will be recorded through book entries on the records of the Direct Participants. Upon initial delivery of the Authority Notes, references herein they shall be in physical form held by each Holder, and not subject to the holders Book-Entry System. During the Index Interest Rate Period, at the written direction of the Bonds Bank to the Trustee, or registered owner upon the written direction of the Bonds shall mean Borrower to the Trustee following Conversion of the Authority Notes to a new Interest Rate Determination Method, the Authority Notes may be registered in the name of Cede & Co. and made subject to the Book-Entry System. (b) The Authority Notes shall not mean the beneficial owners of the Bonds. The Letter of Representations be initially issued in substantially the form attached hereto as Exhibit A, with such changes, omissions, insertions and revisions as the Clerk of the Board of Supervisors of the County and the Trustee may approve at any time, is hereby approved, and the County and the Trustee shall execute and deliver such Letter of Representations. The approval of the County and the Trustee of any changes, omissions, insertions and revisions to the Letter of Representations shall be conclusively established by the execution of the Letter of Representations by [Clerk of the Board of Supervisors] of the County and the Trustee. Transfers of beneficial ownership interests a separate single authenticated fully registered Authority Note in the Bonds will be accomplished by book entries made by the Securities Depository, and, in turn by the participants principal amount of $12,000,000. When and if any Authority Notes become registered in the Securities Depository (the "Participants") who act on behalf name of the indirect participants in the Securities Depository (the "Indirect Participants") and the beneficial owners of the Bonds. For each transfer and exchange of beneficial ownership in the Bonds, the beneficial owner may be charged a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto. The Trustee and the County shall recognize the Securities Depository or its nominee, Cede & Co., as the owner Authority, the Trustee and the Tender Agent shall have no responsibility or obligation to any Direct Participant (with the exception of the Bonds for all purposes, including notices and voting. Conveyance right of notices and other communications by the Securities Depository to Participants and by such Direct Participants to Indirect Participants, and by Participants and Indirect Participants demand purchase of Authority Notes pursuant to beneficial owners Section 2.04(a) or (b) hereof) or to any Beneficial Owner of such Authority Notes. Without limiting the Bonds will be governed by arrangements among the Securities Depositoryimmediately preceding sentence, the Participants Authority, the Trustee and the Indirect Participants, subject Tender Agent shall have no responsibility or obligation with respect to any statutory and regulatory requirements as may be in effect from time to time. NEITHER THE COUNTY NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO THE PARTICIPANTS OR INDIRECT PARTICIPANTS OR THE BENEFICIAL OWNERS OF THE BONDS WITH RESPECT TO (i) THE ACCURACY OF ANY RECORDS MAINTAINED BY THE SECURITIES DEPOSITORY OR ANY SUCH PARTICIPANT OR INDIRECT PARTICIPANT; the accuracy of the records of DTC, Cede & Co. or any Direct Participant with respect to any beneficial ownership interest in the Authority Notes, (ii) THE PAYMENT BY THE SECURITIES DEPOSITORY OR ANY SUCH PARTICIPANT OR INDIRECT PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL AMOUNT OR REDEMPTION PRICE OF OR INTEREST ON THE BONDS; the delivery to any Direct Participant, Beneficial Owner or other Person, other than DTC, of any notice with respect to the Authority Notes, including any notice of redemption, (iii) THE DELIVERY TO THE SECURITIES DEPOSITORY OR ANY SUCH PARTICIPANT OR ANY INDIRECT PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER THAT IS REQUIRED OR PERMITTED TO BE GIVEN TO HOLDERS OF THE BONDS UNDER THE TERMS OF THIS INDENTURE; the payment to any Direct Participant, Beneficial Owner or other Person, other than DTC, of any amount with respect to the principal, redemption price or Purchase Price of, or interest on, the Authority Notes or (iv) THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BONDS; OR (v) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY THE SECURITIES DEPOSITORY AS HOLDER OF THE BONDSany consent given or other action taken by DTC as Holder of the Authority Notes. The Securities Depository Authority, the Trustee and the Tender Agent may treat DTC as, and deem DTC to be, the absolute Holder of each Authority Note for all purposes whatsoever (with the exception of the right of Direct Participants to demand purchase of Authority Notes pursuant to Section 2.04(a) or (b) hereof) including (but not limited to) (i) payment of the principal, redemption price or Purchase Price of, and interest on, each such Authority Note, (ii) giving notices of Conversion or redemption and other matters with respect to such Authority Notes and (iii) registering transfers with respect to such Authority Notes. The Trustee shall pay the principal, redemption price (including premium, if any) or Purchase Price of, and interest on, all Authority Notes only to or upon the order of DTC, and all such payments shall be valid and effective to fully satisfy and discharge the Authority’s obligations with respect to such principal, redemption price or Purchase Price, and interest, to the extent of the sum or sums so paid. No Person other than DTC shall receive an Authority Note evidencing the obligation of the Authority to make payments of principal, redemption price or Purchase Price of, and interest on, the Authority Notes 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 transfer provisions hereof, the word “Cede & Co.” in this Indenture shall refer to such new nominee of DTC. (1) DTC may determine to discontinue providing its services with respect to the Bonds Authority Notes at any time by giving reasonable written notice to the Authority and the Trustee and discharging its responsibilities with respect thereto under the applicable law. (2) The Authority, in its sole discretion and without the consent of any other Person, may terminate, upon provision of notice to the Trustee, the Borrower, the Remarketing Agent and the Tender Agent, the services of DTC with respect to the Authority Notes if the Authority determines that the continuation of the system of book- entry only transfers through DTC (or a successor securities depository) is not in the best interests of the Beneficial Owners of the Authority Notes or is burdensome to the Authority. (3) The Authority shall terminate the services of DTC with respect to the Authority Notes upon receipt by the Authority, the Trustee, the Borrower, the Remarketing Agent, and the Tender Agent of written notice from DTC to the effect that DTC has received written notice from Direct Participants having interests, as shown in the records of DTC, in an aggregate principal amount of not less than 50% of the aggregate principal amount of the then Outstanding Authority Notes to the effect, that: (i) DTC is unable to discharge its responsibilities with respect to such Authority Notes, or (ii) a continuation of the requirement that all of the Outstanding Authority Notes be registered in the registration books kept by the Trustee in the name of Cede & Co., as nominee of DTC, is not in the best interest of the Beneficial Owners of such Authority Notes. Upon receipt of the aforementioned notice from the DTC, the Trustee shall provide a copy of such notice to the Borrower. (d) Upon the termination of the services of DTC with respect to the Authority Notes pursuant to subsection (c)(3)(ii) hereof, or upon the discontinuance or termination of the services of DTC with respect to the Authority Notes pursuant to subsection (c)(1), (c)(2) or subsection (c)(3)(i) hereof after which no substitute Securities Depository willing to undertake the functions of DTC hereunder can be found or which, in the opinion of the Authority, is willing and able to undertake such functions upon reasonable and customary terms, the Authority Notes shall no longer be restricted to being registered in the registration books kept by the Trustee in the name of Cede & Co. as nominee of DTC. In such event, the Authority shall issue and the Trustee shall transfer and exchange Authority Note certificates as requested by DTC or Direct Participants of like principal amount and maturity, in Authorized Denominations to the identifiable Beneficial Owners in replacement of such Beneficial Owners’ beneficial interests in the event Authority Notes. (e) Notwithstanding any other provision of this Indenture to the County at contrary, so long as any Authority Note is registered in the request name of Cede & Co., as nominee of DTC, all payments with respect to the principal, redemption price or Purchase Price of, and interest on, such Authority Note and all notices with respect to such Authority Note shall be made and given, respectively, to DTC as provided in the letter of representations of the Company elects Authority and the Trustee, addressed to use DTC with respect to the Authority Notes (the “DTC Letter of Representations”). (f) In connection with any notice or other communication to be provided to Noteholders pursuant to this Indenture by the Authority, the Tender Agent or the Trustee with respect to any consent or other action to be taken by Noteholders, the Authority, the Tender Agent or the Trustee, as the case may be, shall establish a similar 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. (g) Notwithstanding any provision herein to the contrary, the Authority and the Trustee may agree to allow DTC, or its nominee, Cede & Co., to make a notation on any Authority Note redeemed in part to reflect, for informational purposes only, the principal amount and date of any such redemption. (h) Notwithstanding any provision herein to the contrary, so long as the Authority Notes are subject to a system of book-entry system with another securities depositoryonly transfers pursuant to this Section, there may be a successor securities depository (all references any requirement for the delivery of Authority Notes to the Securities Depository include any such successor). The County at Tender Agent in connection with an optional tender pursuant to Section 2.04(a) or (b) hereof or a mandatory tender pursuant to Section 4.06 hereof shall be deemed satisfied upon the request transfer, on the registration books of DTC, of the Company may also determine to discontinue participation beneficial ownership interests in the system of book- entry transfer through the Securities Depository at any time by giving reasonable notice such Authority Notes tendered for purchase to the Securities Depository. If the book-entry system is terminated, Bond certificates will be delivered to the beneficial owners, at the expense account of the CompanyTrustee, as provided herein. The beneficial owners or a Direct Participant acting on behalf of the Bonds, upon registration of certificates held in the beneficial owners' names, will then become the registered owners of the Bonds and registration, transfer and exchange of the Bonds by such owners will be governed by Section 2.05 hereinTrustee.

Book-Entry Only System. Upon issuance (a) Except as otherwise provided in subsections (b) and (c) of this Section 2.07, the Bonds, one fully-registered Bond will Certificates initially executed and delivered hereunder shall be registered in the name of Cede & Co., as nominee for of The Depository Trust Company (the "Securities Depository") “DTC”), New York, New York, or such other nominee as DTC shall request. The Certificates shall initially be executed and delivered in the form of a single fully registered Certificate evidencing and representing the aggregate principal amount of the BondsPrincipal Components. So long as Payments of interest, principal and any Prepayment Price evidenced and represented by the Certificates shall be made to the account of Cede & Co. is the registered owner of the Bondson each Principal Payment Date, Prepayment Date and Interest Payment Date, as nominee of applicable, at the Securities Depository, references herein to the holders of the Bonds or registered owner of the Bonds shall mean address indicated for Cede & Co. and shall not mean in the beneficial owners Certificate Register maintained by the Fiscal Agent by transfer of immediately available funds. DTC has represented to the Bonds. The Letter of Representations in substantially the form attached hereto as Exhibit A, with such changes, omissions, insertions and revisions as the Clerk of the Board of Supervisors of the County Corporation and the Trustee may approve at any time, is hereby approved, and the County and the Trustee shall execute and deliver such Letter of Representations. The approval of the County and the Trustee of any changes, omissions, insertions and revisions to the Letter of Representations shall be conclusively established by the execution of the Letter of Representations by [Clerk of the Board of Supervisors] of the County and the Trustee. Transfers of beneficial State Treasurer that it will maintain a book-entry system in recording ownership interests in the Bonds will be accomplished by book entries made by the Securities Depository, and, in turn by the of its participants in the Securities Depository (the "“Direct Participants") who act on behalf of the indirect participants in the Securities Depository (the "Indirect Participants"”) and the ownership interests of a purchaser of a beneficial owners interest in the Certificates (a “Beneficial Owner”) will be recorded through book entries on the records of the Bonds. For each transfer and exchange of beneficial ownership Direct Participants. (b) With respect to Certificates so registered in the Bonds, the beneficial owner may be charged a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto. The Trustee and the County shall recognize the Securities Depository or its nominee, name of Cede & Co., as the owner of Corporation, the Bonds for all purposesState, including notices and voting. Conveyance of notices and other communications by the Securities Depository to Participants and by such Participants to Indirect ParticipantsFiscal Agent, and by Participants and Indirect Participants the Paying Agent shall have no responsibility or obligation to beneficial owners any Direct Participant or to any Beneficial Owner of such Certificates. Without limiting the Bonds will be governed by arrangements among the Securities Depositoryimmediately preceding sentence, the Participants Corporation, the State, the Fiscal Agent, and the Indirect Participants, subject Paying Agent shall have no responsibility or obligation with respect to any statutory and regulatory requirements as may be in effect from time to time. NEITHER THE COUNTY NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO THE PARTICIPANTS OR INDIRECT PARTICIPANTS OR THE BENEFICIAL OWNERS OF THE BONDS WITH RESPECT TO (i) THE ACCURACY OF ANY RECORDS MAINTAINED BY THE SECURITIES DEPOSITORY OR ANY SUCH PARTICIPANT OR INDIRECT PARTICIPANT; the accuracy of the records of DTC, Cede & Co. or any Direct Participant with respect to any beneficial ownership interest in the Certificates, (ii) THE PAYMENT BY THE SECURITIES DEPOSITORY OR ANY SUCH PARTICIPANT OR INDIRECT PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL AMOUNT OR REDEMPTION PRICE OF OR INTEREST ON THE BONDS; the delivery to any Direct Participant, Beneficial Owner or other Person, other than DTC, of any notice with respect to the Certificates, including any notice of prepayment, (iii) THE DELIVERY TO THE SECURITIES DEPOSITORY OR ANY SUCH PARTICIPANT OR ANY INDIRECT PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER THAT IS REQUIRED OR PERMITTED TO BE GIVEN TO HOLDERS OF THE BONDS UNDER THE TERMS OF THIS INDENTURE; the payment to any Direct Participant, Beneficial Owner or other Person, other than DTC, of any amount with respect to the principal or Prepayment Price or interest evidenced and represented by the Certificates or (iv) THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BONDS; OR (v) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY THE SECURITIES DEPOSITORY AS HOLDER OF THE BONDSany consent given or other action taken by DTC as Owner of the Certificates. The Securities Depository Corporation, the State, the Fiscal Agent, and the Paying Agent may treat DTC as, and deem DTC to be, the absolute owner of each Certificate for all purposes whatsoever including (but not limited to) (x) payment of the principal or Prepayment Price and interest evidenced and represented by each such Certificate, (y) giving notices of prepayment and other matters with respect to such Certificates and (z) registering transfers with respect to such Certificates. The Fiscal Agent shall pay the principal or Prepayment Price and interest evidenced and represented by all Certificates only to or upon the order of DTC, and all such payments shall be valid and effective to fully satisfy and discharge the State’s obligations with respect to such principal or Prepayment Price and interest, to the extent of the sum or sums so paid. No Person other than DTC shall receive a Certificate evidencing the obligation of the State to make payments of principal or Prepayment Price and interest evidenced and represented by the Certificates pursuant to this Trust Agreement. 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 hereof, the word “Cede & Co.” in this Trust Agreement shall refer to such new nominee of DTC. (c) (1) DTC may determine to discontinue providing its services with respect to the Bonds Certificates at any time by giving reasonable written notice to the Trustee State Treasurer, the Fiscal Agent and the Paying Agent and discharging its responsibilities with respect thereto under the applicable law. In such event, or in the event the County at the request of the Company elects to use a similar book-entry system with another securities depository, there may be a successor securities depository (all references to the Securities Depository include any such successor). The County at the request of the Company may also determine to discontinue participation in the system of book- entry transfer through the Securities Depository at any time by giving reasonable notice to the Securities Depository. If the book-entry system is terminated, Bond certificates will be delivered to the beneficial owners, at the expense of the Company, as provided herein. The beneficial owners of the Bonds, upon registration of certificates held in the beneficial owners' names, will then become the registered owners of the Bonds and registration, transfer and exchange of the Bonds by such owners will be governed by Section 2.05 herein.

Book-Entry Only System. Upon issuance (A) Except as otherwise provided in subsections (B) and (C) of this Section 2.11, the Bonds, one fully-registered Bond will Bonds initially authenticated and delivered hereunder shall be registered in the name of Cede & Co., as nominee for The Depository Trust Company (of DTC, or such other nominee as DTC shall request. Payments of interest on, principal of and any premium on and the "Securities Depository") in Purchase Price of, the aggregate principal amount Bonds shall be made to the account of the Bonds. So long as Cede & Co. is on each payment date for principal or interest on or Purchase Price of the Bonds at the address indicated for Cede & Co. in the registration books maintained by the Bond Registrar by transfer of immediately available funds. DTC has represented to the Authority that it will maintain a book-entry system in recording ownership interests of the Direct Participants and the ownership interests of Beneficial Owners will be recorded through book entries on the records of the Direct Participants. (B) The Bonds shall be initially issued in the form of a separate single authenticated fully registered owner Bond in the amount of each separate stated maturity. With respect to Bonds so registered in the name of Cede & Co., the Authority, the Trustee and the Tender Agent, if any, shall have no responsibility or obligation to any Direct Participant (with the exception of the right of Direct Participants to demand purchase of Bonds pursuant to Section 2.04 hereof) or to any Beneficial Owner of such Bonds. Without limiting the immediately preceding sentence, the Authority, the Trustee and the Tender Agent, if any, shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any Direct Participant with respect to any beneficial ownership interest in the Bonds, as nominee (ii) the delivery to any Direct Participant, Beneficial Owner or other Person, other than DTC, of the Securities Depository, references herein any notice with respect to the holders Bonds, including any notice of redemption, (iii) the payment to any Direct Participant, Beneficial Owner or other Person, other than DTC, of any amount with respect to the principal, redemption price or Purchase Price of, or interest on, the Bonds or registered owner of the Bonds shall mean Cede & Co. and shall not mean the beneficial owners (iv) any consent given or other action taken by DTC as Holder of the Bonds. The Letter Authority, the Trustee and the Tender Agent may treat DTC as, and deem DTC to be, the absolute Holder of Representations in substantially each Bond for all purposes whatsoever (with the form attached hereto as Exhibit A, with such changes, omissions, insertions and revisions as the Clerk exception of the Board right of Supervisors Direct Participants to demand purchase of Bonds pursuant to Section 2.04 hereof) including (but not limited to) (i) payment of the County and the Trustee may approve at any timeprincipal, is hereby approvedredemption price or Purchase Price of, and the County interest on, each such Bond, (ii) giving notices of conversion or redemption and the other matters with respect to such Bonds and (iii) registering transfers with respect to such Bonds. The Trustee shall execute pay the principal, redemption price (including premium, if any) or Purchase Price of, and deliver interest on, all Bonds only to or upon the order of DTC, and all such Letter of Representations. The approval payments shall be valid and effective to fully satisfy and discharge the Authority’s obligations with respect to such principal, redemption price or Purchase Price, and interest, to the extent of the County sum or sums so paid. No Person other than DTC shall receive a Bond evidencing the obligation of the Authority to make payments of principal, redemption price or Purchase Price of, and interest on, the Bonds pursuant to this Indenture. Upon delivery by DTC to the Trustee of any changes, omissions, insertions and revisions written notice to the Letter effect that DTC has determined to substitute a new nominee in place of Representations shall be conclusively established by the execution of the Letter of Representations by [Clerk of the Board of Supervisors] of the County and the Trustee. Transfers of beneficial ownership interests in the Bonds will be accomplished by book entries made by the Securities Depository, and, in turn by the participants in the Securities Depository (the "Participants") who act on behalf of the indirect participants in the Securities Depository (the "Indirect Participants") and the beneficial owners of the Bonds. For each transfer and exchange of beneficial ownership in the Bonds, the beneficial owner may be charged a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto. The Trustee and the County shall recognize the Securities Depository or its nominee, Cede & Co., as and subject to the owner transfer provisions hereof, the word “Cede & Co.” in this Indenture shall refer to such new nominee of DTC. All notices and communications to be given to the Bondholders and all payments to be made to Bondholders in respect of the Bonds shall be given or made only to or upon the order of the registered Bondholders (which shall be the Securities Depository for all purposessuch global bond or its nominee in the case of a global bond). The rights of beneficial owners in any global bond shall be exercised only through the Securities Depository for such global bond subject to the applicable rules and procedures of such Securities Depository. The Authority, including notices the Trustee, the Tender Agent or the Bond Registrar may rely and voting. Conveyance of notices and other communications shall be fully protected in relying upon information furnished by the Securities Depository for such global bond with respect to Participants its members, participants and by such Participants to Indirect Participants, and by Participants and Indirect Participants to any beneficial owners of the Bonds will be governed by arrangements among the Securities Depository, the Participants and the Indirect Participants, subject to any statutory and regulatory requirements as may be in effect from time to time. NEITHER THE COUNTY NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO THE PARTICIPANTS OR INDIRECT PARTICIPANTS OR THE BENEFICIAL OWNERS OF THE BONDS WITH RESPECT TO owners. (i1) THE ACCURACY OF ANY RECORDS MAINTAINED BY THE SECURITIES DEPOSITORY OR ANY SUCH PARTICIPANT OR INDIRECT PARTICIPANT; (ii) THE PAYMENT BY THE SECURITIES DEPOSITORY OR ANY SUCH PARTICIPANT OR INDIRECT PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL AMOUNT OR REDEMPTION PRICE OF OR INTEREST ON THE BONDS; (iii) THE DELIVERY TO THE SECURITIES DEPOSITORY OR ANY SUCH PARTICIPANT OR ANY INDIRECT PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER THAT IS REQUIRED OR PERMITTED TO BE GIVEN TO HOLDERS OF THE BONDS UNDER THE TERMS OF THIS INDENTURE; (iv) THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BONDS; OR (v) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY THE SECURITIES DEPOSITORY AS HOLDER OF THE BONDS. The Securities Depository DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving reasonable written notice to the Authority and the Trustee and discharging its responsibilities with respect thereto under the applicable law. (2) The Authority, in its sole discretion and without the consent of any other Person, may terminate, upon provision of notice to the Trustee, the Borrower, the Remarketing Agent, if any, and the Tender Agent, the services of DTC with respect to the Bonds if the Authority determines that the continuation of the system of book-entry only transfers through DTC (or a successor securities depository) is not in the best interests of the Beneficial Owners of the Bonds or is burdensome to the Authority. (3) The Authority shall terminate the services of DTC with respect to the Bonds upon receipt by the Authority, the Trustee, the Borrower, the Remarketing Agent, and the Tender Agent of written notice from DTC to the effect that DTC has received written notice from Direct Participants having interests, as shown in the records of DTC, in an aggregate principal amount of not less than 50% of the aggregate principal amount of the then Outstanding Bonds to the effect that: (i) DTC is unable to discharge its responsibilities with respect to such Bonds, or (ii) a continuation of the requirement that all of the Outstanding Bonds be registered in the registration books kept by the Trustee in the name of Cede & Co., as nominee of DTC, is not in the best interest of the Beneficial Owners of such Bonds. (D) Upon the termination of the services of DTC with respect to the Bonds pursuant to subsection (C)(3)(ii) hereof, or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to subsection (C)(1), (C)(2) or (C)(3)(i) hereof after which no substitute Securities Depository willing to undertake the functions of DTC hereunder can be found or which, in the opinion of the Authority, is willing and able to undertake such functions upon reasonable and customary terms, the Bonds shall no longer be restricted to being registered in the registration books kept by the Trustee in the name of Cede & Co. as nominee of DTC. In such event, or in the event Authority shall issue and, upon the County at the request Request of the Company elects to use a similar book-entry system with another securities depositoryAuthority, there may be a successor securities depository (all references to the Securities Depository include any such successor). The County at the request of the Company may also determine to discontinue participation in the system of book- entry Trustee shall transfer through the Securities Depository at any time by giving reasonable notice to the Securities Depository. If the book-entry system is terminated, Bond certificates will be delivered to the beneficial ownersand exchange, at the expense of the CompanyBorrower, Bond certificates as requested by DTC or Direct Participants of like principal amount and maturity, in Authorized Denominations to the identifiable Beneficial Owners in replacement of such Beneficial Owners’ beneficial interests in the Bonds. (E) Notwithstanding any other provision of this Indenture to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the principal, redemption price or Purchase Price of, and interest on, such Bond and all notices with respect to such Bond shall be made and given, respectively, to DTC as provided herein. in the letter of representations of the Authority addressed to DTC with respect to the Bonds (the “DTC Letter of Representations”). (F) In connection with any notice or other communication to be provided to Bondholders pursuant to this Indenture by the Authority, the Tender Agent or the Trustee with respect to any consent or other action to be taken by Bondholders, the Authority, the Tender Agent or the Trustee, as the case may be, 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. (G) Notwithstanding any provision herein to the contrary, the Authority and the Trustee may agree to allow DTC, or its nominee, Cede & Co., to make a notation on any Bond redeemed in part to reflect, for informational purposes only, the principal amount and date of any such redemption. (H) Notwithstanding any provision herein to the contrary, so long as the Bonds are subject to a system of book-entry only transfers pursuant to this Section, any requirement for the delivery of Bonds to the Tender Agent in connection with an optional tender pursuant to Section 2.04 hereof or a mandatory tender pursuant to Section 4.06 hereof shall be deemed satisfied upon the transfer, on the registration books of DTC, of the beneficial ownership interests in such Bonds tendered for purchase to the account of the Trustee, or a Direct Participant acting on behalf of such Trustee. (I) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Bond (including any transfers between or among the Securities Depository for such participants, members or beneficial owners in any global security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the Bondsterms of this Indenture, upon registration and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any of certificates held in its agents shall have any responsibility for any actions taken or not taken by the beneficial owners' names, will then become the registered owners of the Bonds and registration, transfer and exchange of the Bonds by Securities Depository for such owners will be governed by Section 2.05 hereinglobal bonds.

Book-Entry Only System. Upon issuance (a) The Notes may be issued in the form of a separate single authenticated Note in substantially the Bondsform of Exhibit A hereto. On the Closing Date, one fully-registered Bond will if so directed by the Issuer in writing, the Notes shall be registered in the Note Register in the name of Cede & Co., as nominee for The Depository Trust Company (DTC's Nominee. With respect to the "Securities Depository") Notes registered in the aggregate principal amount Note Register in the name of the Bonds. So long as Cede & Co. is the registered owner of the BondsDTC's Nominee, as nominee of the Securities Depository, references herein to the holders of the Bonds or registered owner of the Bonds no Person other than DTC shall mean Cede & Co. and shall not mean the beneficial owners of the Bonds. The Letter of Representations in substantially the form attached hereto as Exhibit A, with such changes, omissions, insertions and revisions as the Clerk of the Board of Supervisors of the County and the Trustee may approve at any time, is hereby approvedreceive an authenticated Note, and the County and the Trustee shall execute and deliver such Letter of Representations. The approval of the County and the Trustee of any changes, omissions, insertions and revisions to the Letter of Representations shall be conclusively established by the execution of the Letter of Representations by [Clerk of the Board of Supervisors] of the County and the Trustee. Transfers of beneficial ownership interests in the Bonds will be accomplished by book entries made by the Securities Depository, and, in turn by the participants in the Securities Depository (the "Participants") who act on behalf of the indirect participants in the Securities Depository (the "Indirect Participants") and the beneficial owners of the Bonds. For each transfer and exchange of beneficial ownership in the BondsIssuer, the beneficial owner may be charged a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto. The Trustee and the County Servicers shall recognize the Securities Depository have no responsibility or its nominee, Cede & Co., as the owner of the Bonds for all purposes, including notices and voting. Conveyance of notices and other communications by the Securities Depository to Participants and by such Participants to Indirect Participants, and by Participants and Indirect Participants to beneficial owners of the Bonds will be governed by arrangements among the Securities Depository, the Participants and the Indirect Participants, subject obligation to any statutory and regulatory requirements as may be in effect from time DTC Participant or to time. NEITHER THE COUNTY NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO THE PARTICIPANTS OR INDIRECT PARTICIPANTS OR THE BENEFICIAL OWNERS OF THE BONDS WITH RESPECT TO (i) THE ACCURACY OF ANY RECORDS MAINTAINED BY THE SECURITIES DEPOSITORY OR ANY SUCH PARTICIPANT OR INDIRECT PARTICIPANT; (ii) THE PAYMENT BY THE SECURITIES DEPOSITORY OR ANY SUCH PARTICIPANT OR INDIRECT PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL AMOUNT OR REDEMPTION PRICE OF OR INTEREST ON THE BONDS; (iii) THE DELIVERY TO THE SECURITIES DEPOSITORY OR ANY SUCH PARTICIPANT OR ANY INDIRECT PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER THAT IS REQUIRED OR PERMITTED TO BE GIVEN TO HOLDERS OF THE BONDS UNDER THE TERMS OF THIS INDENTURE; (iv) THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BONDS; OR (v) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY THE SECURITIES DEPOSITORY AS HOLDER OF THE BONDS. The Securities Depository may determine to discontinue providing its services any Beneficial Owner with respect to the Bonds at following: (i) the accuracy of the records of DTC or DTC's Nominee or any time DTC Participant with respect to any ownership interest in the 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 giving notice to the Issuer, the Trustee and discharging its responsibilities with respect thereto under the applicable law. In such event, or in the event the County at the request Servicers of the Company elects to use a similar book-entry system with another securities depository, there may be a successor securities depository (all references written notice from DTC to the Securities Depository include any such successor). The County at effect that DTC is unable or unwilling to discharge its responsibilities, the request of the Company may also determine to discontinue participation in the system of book- entry transfer through the Securities Depository at any time by giving reasonable notice to the Securities Depository. If the book-entry system is terminated, Bond certificates will be delivered to the beneficial ownersTrustee shall, at the expense of the CompanyIssuer, as provided herein. The beneficial owners of the Bonds, upon registration of certificates held in the beneficial owners' names, will then become the registered owners of the Bonds and registrationissue, 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 Bonds 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 Indenture to the contrary, so long as 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 representation letter in the form required by DTC acceptable to the Issuer and the Trustee. (e) In the event the Notes are issued in book-entry form with DTC and until any such owners time that Definitive Notes are issued: (i) the Trustee and the 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 no rights under this Indenture under or with respect to any of the Notes held on their behalf by DTC, and DTC may be governed treated by Section 2.05 hereinthe Trustee and the Issuer and their respective agents, employees, officers and directors as the absolute owner of the Notes for all purposes whatsoever.

Book-Entry Only System. Upon issuance On the Effective Date, the Trustee shall authenticate and deliver to DTC the Bonds of the Bondsrelated series registered in the name of Cede & Co. in exchange for the outstanding Bonds held by DTC. Except during a Bank Index Rate Period and unless otherwise directed by the Borrower, one fullythe Bonds will be, and the Authority hereby approves of the Bonds being, held as book-registered Bond will entry bonds through the facilities of DTC. (A) Except as otherwise provided above and in subsections (B) and (C) of this Section 2.11 or as otherwise provided in a Supplemental Indenture, the Bonds may be registered in the name of Cede & Co., as nominee for The Depository Trust Company (of DTC, New York, New York, or such other nominee as DTC shall request. Payments of interest on, principal of, any premium on, and the "Securities Depository") in Purchase Price of, the aggregate principal amount Bonds shall be made to the account of the Bonds. So long as Cede & Co. is on each payment date for principal or interest or Purchase Price on the Bonds at the address indicated for Cede & Co. in the registration books maintained by the Bond Registrar by transfer of immediately available funds. DTC has represented to the Authority that it will maintain a book‑entry system in recording ownership interests of the Direct Participants and the ownership interests of Beneficial Owners will be recorded through book entries on the records of the Direct Participants. (B) The Bonds shall be initially issued in the form of a single authenticated fully registered owner Bond for and in the amount of each series. With respect to Bonds so registered in the name of Cede & Co., the Authority, the Trustee and the Tender Agent shall have no responsibility or obligation to any Direct Participant (with the exception of the right of Direct Participants to demand purchase of Bonds pursuant to Section 2.4 hereof) or to any Beneficial Owner of such Bonds. Without limiting the immediately preceding sentence, the Authority, the Trustee, the Paying Agent, the Bond Registrar and the Tender Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any Direct Participant with respect to any beneficial ownership interest in the Bonds, as nominee (ii) the delivery to any Direct Participant, Beneficial Owner or other person, other than DTC, of the Securities Depository, references herein any notice with respect to the holders Bonds, including any notice of redemption, (iii) the payment to any Direct Participant, ▇▇▇▇▇▇▇▇▇▇ Owner or other person, other than DTC, of any amount with respect to the principal or redemption price or Purchase Price of, or interest on, the Bonds or registered owner of the Bonds shall mean Cede & Co. and shall not mean the beneficial owners (iv) any consent given or other action taken by DTC as Holder of the Bonds. The Letter Authority, the Trustee and the Tender Agent may treat DTC as, and deem DTC to be, the absolute Holder of Representations in substantially each Bond for all purposes whatsoever (with the form attached hereto as Exhibit A, with such changes, omissions, insertions and revisions as the Clerk exception of the Board right of Supervisors Direct Participants to demand purchase of Bonds pursuant to Section 2.4 hereof) including (but not limited to) (i) payment of the County and the Trustee may approve at any time, is hereby approvedprincipal or redemption price or Purchase Price of, and the County interest on, each such Bond, (ii) giving notices of conversion or redemption and the other matters with respect to such Bonds and (iii) registering transfers with respect to such Bonds. The Trustee shall execute pay the principal or Purchase Price or redemption price of, and deliver interest on, all Bonds only to or upon the order of DTC, and all such Letter of Representations. The approval payments shall be valid and effective to fully satisfy and discharge the Authority’s obligations with respect to such principal or redemption price or Purchase Price, and interest, to the extent of the County sum or sums so paid. Except as provided in (C) and (D) below, no person other than DTC shall receive a Bond evidencing the obligation of the Authority to make payments of principal or redemption price or Purchase Price of, and interest on, the Bonds pursuant to this Indenture. Upon delivery by DTC to the Trustee of any changes, omissions, insertions and revisions written notice to the Letter effect that DTC has determined to substitute a new nominee in place of Representations shall be conclusively established by the execution of the Letter of Representations by [Clerk of the Board of Supervisors] of the County and the Trustee. Transfers of beneficial ownership interests in the Bonds will be accomplished by book entries made by the Securities Depository, and, in turn by the participants in the Securities Depository (the "Participants") who act on behalf of the indirect participants in the Securities Depository (the "Indirect Participants") and the beneficial owners of the Bonds. For each transfer and exchange of beneficial ownership in the Bonds, the beneficial owner may be charged a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto. The Trustee and the County shall recognize the Securities Depository or its nominee, Cede & Co., as and subject to the owner of the Bonds for all purposes, including notices and voting. Conveyance of notices and other communications by the Securities Depository to Participants and by such Participants to Indirect Participants, and by Participants and Indirect Participants to beneficial owners of the Bonds will be governed by arrangements among the Securities Depositorytransfer provisions hereof, the Participants and the Indirect Participants, subject word “Cede & Co.” in this Indenture shall refer to any statutory and regulatory requirements as may be in effect from time to time. NEITHER THE COUNTY NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO THE PARTICIPANTS OR INDIRECT PARTICIPANTS OR THE BENEFICIAL OWNERS OF THE BONDS WITH RESPECT TO such new nominee of DTC. (iC) THE ACCURACY OF ANY RECORDS MAINTAINED BY THE SECURITIES DEPOSITORY OR ANY SUCH PARTICIPANT OR INDIRECT PARTICIPANT; (ii1) THE PAYMENT BY THE SECURITIES DEPOSITORY OR ANY SUCH PARTICIPANT OR INDIRECT PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL AMOUNT OR REDEMPTION PRICE OF OR INTEREST ON THE BONDS; (iii) THE DELIVERY TO THE SECURITIES DEPOSITORY OR ANY SUCH PARTICIPANT OR ANY INDIRECT PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER THAT IS REQUIRED OR PERMITTED TO BE GIVEN TO HOLDERS OF THE BONDS UNDER THE TERMS OF THIS INDENTURE; (iv) THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BONDS; OR (v) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY THE SECURITIES DEPOSITORY AS HOLDER OF THE BONDS. The Securities Depository DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving reasonable written notice to the Authority or the Trustee (provided that whichever of such parties receives such notice shall promptly notify the other party if it is not clear from the notice received that such other party also was notified by DTC) and discharging its responsibilities with respect thereto under the applicable law. In such event, or in the event the County at the request of the Company elects to use a similar book-entry system with another securities depository, there may be a successor securities depository (all references to the Securities Depository include any such successor). The County at the request of the Company may also determine to discontinue participation in the system of book- entry transfer through the Securities Depository at any time by giving reasonable notice to the Securities Depository. If the book-entry system is terminated, Bond certificates will be delivered to the beneficial owners, at the expense of the Company, as provided herein. The beneficial owners of the Bonds, upon registration of certificates held in the beneficial owners' names, will then become the registered owners of the Bonds and registration, transfer and exchange of the Bonds by such owners will be governed by Section 2.05 herein.