Common use of Book-Entry System Clause in Contracts

Book-Entry System. (1) Except as provided in subparagraph 3 of this Section 206, the registered owner of all of the Bonds shall be and the Bonds shall be registered in the name of Cede & Co. (“Cede”), as nominee of The Depository Trust Company (“DTC”). Payment of semi-annual interest for any Bonds shall be made in Federal or equivalent same day funds to the account of Cede on the interest payment date for the Bonds at the address indicated for Cede in the registry books of the Agency kept by the Trustee. (2) The Bonds shall be initially issued in the form of a separate single fully registered bond in the amount of each separate stated maturity of the Bonds. Upon initial issuance, the ownership of such Bond shall be registered in the registry books of the Agency kept by the Trustee in the name of Cede, as nominee of DTC. With respect to Bonds registered in the registry books kept by the Trustee in the name of Cede, as nominee of DTC, the Agency and The Trustee shall have no responsibility or obligation to any participant of DTC (a “Participant”) or to any person for whom a Participant acquires an interest in Bonds (a “Beneficial Owner”). Without limiting the immediately preceding sentence, the Agency and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant, any Beneficial Owner or any other person, other than DTC, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant, any Beneficial Owner or any other person, other than DTC, of any amount with respect to the principal of, or premium, if any, or interest on the Bonds. The Agency 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, if any, and interest on such Bonds, for the purpose of giving notices of redemption and other matters with respect to such Bonds, for the purpose of registering transfers with respect to such Bonds, and for all other purposes whatsoever. The Trustee shall pay all principal of and premium, if any, and interest on the Bonds only to or upon the order of DTC, and all such payments shall be valid and effective to fully satisfy and discharge the Agency’s obligations with respect to the principal of and premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. Pursuant to Section 307 of the General Resolution, payments of principal may be made without requiring the surrender of the Bonds, and the Agency and the Trustee shall not be liable for the failure of DTC or any successor thereto to properly indicate on the Bonds the payment of such principal. No person other than DTC shall receive a Bond evidencing the obligation of the Agency to make payments of principal of and premium, if any, and interest on the Bonds pursuant to this resolution. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the transfer provisions hereof, the word “Cede” in this resolution shall refer to such new nominee of DTC. (a) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Agency and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is not a successor securities depository), Bond certificates will be delivered as described in the General Resolution. (b) The Agency, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds if the Agency determines that: (i) DTC is unable to discharge its responsibilities with respect to the 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, as nominee of DTC, is not in the best interest of the Beneficial Owners of the Bonds. In the event that no substitute securities depository is found by the Agency or restricted registration is no longer in effect, Bond certificates will be delivered as described in the General Resolution. (c) Upon the termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(b)(ii) hereof, or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(a) or subsection 206(3)(b)(i) hereof after which no substitute securities depository willing to undertake the functions of DTC hereunder can be found which, in the opinion of the Agency, 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 as nominee of DTC, but may be registered in whatever name or names Bondholders transferring or exchanging Bonds shall designate in accordance with the provisions of the General Resolution. (4) Notwithstanding any other provision of this resolution to the contrary, so long as any Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, to DTC as provided in the Representation Letter of the Agency addressed to DTC, dated the date of delivery and issuance of the Bonds. (5) In connection with any notice or other communication to be provided to Bondholders pursuant to this resolution by the Agency or the Trustee with respect to any consent or other action to be taken by the Bondholders, the Agency or the Trustee, as the case may be, shall establish a record date (“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.

Book-Entry System. (1a) Except as provided in subparagraph 3 of this Section 206, the registered owner of all of the Bonds shall be and the Bonds shall be registered in the name of Cede & Co. (“Cede”), as nominee of The Depository Trust Company (“DTC”). Payment of semi-annual interest for any Bonds shall be made in Federal or equivalent same day funds to the account of Cede on the interest payment date for the Bonds at the address indicated for Cede in the registry books of the Agency kept by the Trustee. (2) The All Bonds shall be initially issued in the form of a separate single certificated fully registered bond in the amount of Bond for each separate stated maturity date of the Bonds. Upon initial issuance, the ownership of such each Bond shall be registered in the registry books of the Agency kept by the Trustee Bond Register in the name of CedeCede & Co., as nominee of DTC. Except as provided in Section 2.10(d) hereof, all Outstanding Bonds shall be registered in the Bond Register in the name of Cede & Co., as nominee of DTC. (b) With respect to Bonds registered in the registry books kept by the Trustee Bond Register in the name of CedeCede & Co., as nominee of DTC, the Agency and The Trustee shall have no responsibility or obligation to any participant of DTC (a “Participant”) or to any person for whom a Participant acquires an interest in Bonds (a “Beneficial Owner”). Without limiting the immediately preceding sentence, the Agency 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 DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant, any Beneficial Owner DTC Participant or any other person, other than DTCan Owner, as shown in the Bond Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant, any Beneficial Owner DTC Participant or any other person, other than DTCan Owner, as shown in the Bond Register, of any amount with respect to the principal of, or premium, if any, or interest on the Bonds. The Agency Authority and the Trustee may treat and consider the person in whose name each Bond is registered in the Bond Register as the holder and deem DTC to be the absolute owner of each such Bond for the purpose of payment of the principal of and principal, premium, if any, and interest on such BondsBond, for the purpose of giving notices of redemption and other matters with respect to such BondsBond, for the purpose of registering transfers with respect to such BondsBond, and for all other purposes whatsoever. The Trustee shall pay all principal of and of, premium, if any, and interest on the Bonds only to or upon the order of DTCthe respective Owners, as shown in the Bond Register, as provided in Section 2.8 hereof, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the AgencyAuthority’s obligations with respect to the payment of principal of and of, premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. Pursuant to Section 307 of the General Resolution, payments of principal may be made without requiring the surrender of the Bonds, and the Agency and the Trustee shall not be liable for the failure of DTC or any successor thereto to properly indicate on the Bonds the payment of such principal. No person other than DTC an Owner, as shown in the Bond Register, shall receive a certificated Bond evidencing the obligation of the Agency Authority to make payments of principal of and principal, premium, if any, and interest on the Bonds pursuant to this resolutionIndenture. 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 CedeCede & Co., and subject to the transfer provisions hereofherein with respect to record dates, the word “CedeCede & Co.” in this resolution Indenture shall refer to such new nominee of DTC. (ac) The delivery of the Representation Letter and the Trustee shall not in any way limit the provisions of Section 2.10(b) hereof or in any other way impose upon the Authority or the Trustee any obligation whatsoever with respect to persons having interests in the Bonds other than the Owners, as shown on the Bond Register. The Trustee shall take all action necessary for all representations in the Representation Letter with respect to the Trustee to be complied with at all times. (d) (i) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Agency Authority and the Trustee and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is not a successor securities depository), Bond certificates will be delivered as described in the General Resolution. (b) The Agency, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds if the Agency determines that: (i) DTC is unable to discharge its responsibilities with respect to the 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, as nominee of DTC, is not in the best interest of the Beneficial Owners of the Bonds. In the event that no substitute securities depository is found by the Agency or restricted registration is no longer in effect, Bond certificates will be delivered as described in the General Resolution. (c) Upon the termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(b)(ii) hereof, or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(a) or subsection 206(3)(b)(i) hereof after which no substitute securities depository willing to undertake the functions of DTC hereunder can be found which, in the opinion of the Agency, 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 as nominee of DTC, but may be registered in whatever name or names Bondholders transferring or exchanging Bonds shall designate in accordance with the provisions of the General Resolution. (4) Notwithstanding any other provision of this resolution to the contrary, so long as any Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, to DTC as provided in the Representation Letter of the Agency addressed to DTC, dated the date of delivery and issuance of the Bonds. (5) In connection with any notice or other communication to be provided to Bondholders pursuant to this resolution by the Agency or the Trustee with respect to any consent or other action to be taken by the Bondholders, the Agency or the Trustee, as the case may be, shall establish a record date (“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.

Book-Entry System. (1a) Except DTC will act as provided in subparagraph 3 of this Section 206, the registered owner of all of the Bonds shall be and the Bonds shall be registered in the name of Cede & Co. (“Cede”), as nominee of The Securities Depository Trust Company (“DTC”). Payment of semi-annual interest for any Bonds shall be made in Federal or equivalent same day funds to the account of Cede on the interest payment date for the Bonds at the address indicated for Cede in the registry books of the Agency kept by the Trustee. (2) Bonds. The Bonds shall be initially issued in the form of a separate single fully registered bond in the amount of each separate stated maturity of the Bonds. Upon initial issuance, the ownership of such Bond shall be registered in the registry books of the Agency kept by the Trustee in the name of CedeCede & Co. (DTC’s partnership nominee). So long as Cede & Co. is the Registered Owner of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or holders or Owners of the Bonds shall mean Cede & Co. and shall not mean the beneficial owners of the Bonds. (b) The ownership interest of each of the Beneficial Owners of the Bonds will be recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners of the Bonds. (c) With respect to Bonds registered in the registry books kept by the Trustee in the name of CedeCede & Co., as nominee of DTC’s nominee, the Agency Issuer and The the Trustee shall have no responsibility or obligation to any participant of DTC (a “Participant”) Participant or to any person for on behalf of whom such a DTC Participant acquires holds an interest in Bonds (a “Beneficial Owner”)the Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Agency Issuer and the Trustee 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 Participant, any Beneficial Owner DTC Participant or any other person, other than DTCa Bondholder, as shown on the registration books, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant, any Beneficial Owner DTC Participant or any other person, other than DTCa Registered Owner, as shown in the registration books of any amount with respect to the principal of, or premium, if any, or interest on on, the Bonds. The Agency . (d) Notwithstanding any other provisions of this Indenture to the contrary, the Issuer and the Trustee may shall be entitled to treat and consider the person in whose name each Bond is registered in the registration books as and deem DTC to be the absolute owner of each such Bond for the purpose of payment of the principal of and principal, premium, if any, and interest on with respect to such BondsBond, for the purpose of giving notices of redemption and other matters with respect to such BondsBond, for the purpose of registering transfers with respect to such BondsBond, and for all other purposes whatsoever. The Trustee shall pay all principal of and of, premium, if any, and interest on the Bonds only to or upon the order of DTCthe respective owners, as shown in the registration books 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 AgencyIssuer’s obligations with respect to the payment of principal of and of, premium, if any, and interest on on, the Bonds to the extent of the sum or sums so paid. Pursuant to Section 307 of the General Resolution, payments of principal may be made without requiring the surrender of the Bonds, and the Agency and the Trustee shall not be liable for the failure of DTC or any successor thereto to properly indicate on the Bonds the payment of such principal. . (e) No person other than DTC a Registered Owner, as shown in the registration books, shall receive a Bond certificate evidencing the obligation of the Agency Issuer to make payments of principal of and principal, premium, if any, and interest on the Bonds interest, pursuant to this resolution. Upon Indenture. (f) Any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of DTC to or a DTC Participant, if applicable, of the transfer of the Beneficial Owner’s interest in such Bond. (g) So long as the book-entry system is in effect, the Trustee and the Issuer shall comply with the terms of written notice to the effect that DTC has determined to substitute Letter of Representations, a new nominee in place copy of Cede, which is attached hereto as Exhibit B and subject to the transfer provisions made a part hereof, the word “Cede” in this resolution shall refer to such new nominee or an alternate Letter of Representations as required by DTC. (ah) DTC may determine to discontinue providing its services service with respect to the Bonds at any time by giving reasonable written notice and all relevant information on the Beneficial Owners of the Bonds to the Agency Issuer or the Trustee and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if If there is not a no successor securities depository), Bond certificates will be delivered as described in the General Resolution. (b) The Agency, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds if the Agency determines that: (i) DTC is unable to discharge its responsibilities with respect to the Bonds; or (ii) a continuation of the requirement that all of the Outstanding Bonds be registered in the registration books kept Securities Depository appointed by the Issuer, the Trustee in the name of Cede, as nominee of DTC, is not in the best interest of shall authenticate and deliver Bonds to the Beneficial Owners of the Bonds. In the event that no substitute securities depository is found by the Agency or restricted registration is no longer in effect, Bond certificates will be delivered as described in the General Resolution. (c) Upon the termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(b)(ii) hereof, or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(a) or subsection 206(3)(b)(i) hereof after which no substitute securities depository willing to undertake the functions of DTC hereunder can be found which, in the opinion of the Agency, 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 as nominee of DTC, but may be registered in whatever name or names Bondholders transferring or exchanging Bonds shall designate thereof in accordance with the provisions information respecting the Beneficial Owners provided to the Trustee by DTC, but without any liability on the part of the General Resolution. (4) Notwithstanding any other provision of this resolution to the contrary, so long as any Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, to DTC as provided in the Representation Letter of the Agency addressed to DTC, dated the date of delivery and issuance of the Bonds. (5) In connection with any notice or other communication to be provided to Bondholders pursuant to this resolution by the Agency Issuer or the Trustee with respect for the accuracy of such information. The Issuer, at the direction of the Company, may determine not to continue participation in the system of book entry transfers through DTC (or a successor Securities Depository) at any consent time by giving reasonable written notice to DTC (or other action to be taken by a successor Securities Depository) and the BondholdersTrustee. In such event, the Agency or Issuer shall execute and deliver to the Trustee, as and the case may beTrustee shall authenticate and deliver the Bonds to the Beneficial Owners thereof in accordance with the information respecting the Beneficial Owners provided to the Trustee by DTC, shall establish a record date (“Record Date”) but without any liability on the part of the Issuer or the Trustee for such consent or other action and give DTC notice the accuracy of such Record Date not less than 15 calendar days in advance information. The Chairman, Executive Director or Deputy Secretary of such Record Date the Issuer is hereby authorized to execute any additional Letter of Representations or similar document necessary from time to time to continue or provide for the extent possibleDTC book-entry system.

Book-Entry System. (1a) Except DTC will act as provided in subparagraph 3 of this Section 206, the registered owner of all of the Bonds shall be and the Bonds shall be registered in the name of Cede & Co. (“Cede”), as nominee of The Securities Depository Trust Company (“DTC”). Payment of semi-annual interest for any Bonds shall be made in Federal or equivalent same day funds to the account of Cede on the interest payment date for the Bonds at the address indicated for Cede in the registry books of the Agency kept by the Trustee. (2) Bonds. The Bonds shall be initially issued in the form of a separate single fully registered bond in the amount of each separate stated maturity of the Bonds. Upon initial issuance, the ownership of such Bond shall be registered in the registry books of the Agency kept by the Trustee in the name of CedeCede & Co. (DTC’s partnership nominee). So long as Cede & Co. is the Registered Owner of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or holders or Owners of the Bonds shall mean Cede & Co. and shall not mean the beneficial owners of the Bonds. (b) The ownership interest of each of the Beneficial Owners of the Bonds will be recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners of the Bonds. (c) With respect to Bonds registered in the registry books kept by the Trustee in the name of CedeCede & Co., as nominee of DTC’s partnership nominee, the Agency Issuer and The the Trustee shall have no responsibility or obligation to any participant of DTC (a “Participant”) Participant or to any person for on behalf of whom such a DTC Participant acquires holds an interest in Bonds (a “Beneficial Owner”)the Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Agency Issuer and the Trustee 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 Participant, any Beneficial Owner DTC Participant or any other person, other than DTCa Bondholder, as shown on the registration books, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant, any Beneficial Owner DTC Participant or any other person, other than DTCa Registered Owner, as shown in the registration books of any amount with respect to the principal of, or premium, if any, or interest on on, the Bonds. The Agency . (d) Notwithstanding any other provisions of this Indenture to the contrary, the Issuer and the Trustee may shall be entitled to treat and consider the person in whose name each Bond is registered in the registration books as and deem DTC to be the absolute owner of each such Bond for the purpose of payment of the principal of and principal, premium, if any, and interest on with respect to such BondsBond, for the purpose of giving notices of redemption and other matters with respect to such BondsBond, for the purpose of registering transfers with respect to such BondsBond, and for all other purposes whatsoever. The Trustee shall pay all principal of and of, premium, if any, and interest on the Bonds only to or upon the order of DTCthe respective owners, as shown in the registration books 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 AgencyIssuer’s obligations with respect to the payment of principal of and of, premium, if any, and interest on on, the Bonds to the extent of the sum or sums so paid. Pursuant to Section 307 of the General Resolution, payments of principal may be made without requiring the surrender of the Bonds, and the Agency and the Trustee shall not be liable for the failure of DTC or any successor thereto to properly indicate on the Bonds the payment of such principal. . (e) No person other than DTC a Registered Owner, as shown in the registration books, shall receive a Bond certificate evidencing the obligation of the Agency Issuer to make payments of principal of and principal, premium, if any, and interest on the Bonds interest, pursuant to this resolution. Upon Indenture. (f) Any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of DTC to or a DTC Participant, if applicable, of the transfer of the Beneficial Owner’s interest in such Bond. (g) So long as the book-entry system is in effect, the Trustee and the Issuer shall comply with the terms of written notice to the effect that DTC has determined to substitute Letter of Representations, a new nominee in place copy of Cede, which is attached hereto as Exhibit B and subject to the transfer provisions made a part hereof, the word “Cede” in this resolution shall refer to such new nominee or an alternate Letter of Representations as required by DTC. (ah) DTC may determine to discontinue providing its services service with respect to the Bonds at any time by giving reasonable written notice to the Agency and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is not a successor securities depository), Bond certificates will be delivered as described in the General Resolution. (b) The Agency, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds if the Agency determines that: (i) DTC is unable to discharge its responsibilities with respect to the 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, as nominee of DTC, is not in the best interest of relevant information on the Beneficial Owners of the BondsBonds to the Issuer or the Trustee. In the event that If there is no substitute securities depository is found successor Securities Depository appointed by the Agency or restricted registration is no longer in effectIssuer, Bond certificates will be delivered as described in the General Resolution. (c) Upon the termination of the services of DTC with respect Trustee shall authenticate and deliver Bonds to the Bonds pursuant to subsection 206(3)(b)(ii) hereof, or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(a) or subsection 206(3)(b)(i) hereof after which no substitute securities depository willing to undertake the functions of DTC hereunder can be found which, in the opinion of the Agency, 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 as nominee of DTC, but may be registered in whatever name or names Bondholders transferring or exchanging Bonds shall designate Beneficial Owners thereof in accordance with the provisions information respecting the Beneficial Owners provided to the Trustee by DTC, but without any liability on the part of the General Resolution. (4) Notwithstanding any other provision of this resolution to the contrary, so long as any Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, to DTC as provided in the Representation Letter of the Agency addressed to DTC, dated the date of delivery and issuance of the Bonds. (5) In connection with any notice or other communication to be provided to Bondholders pursuant to this resolution by the Agency Issuer or the Trustee with respect for the accuracy of such information. The Issuer, at the direction of the Company, may determine not to continue participation in the system of book entry transfers through DTC (or a successor Securities Depository) at any consent time by giving reasonable written notice to DTC (or other action to be taken by a successor Securities Depository) and the BondholdersTrustee. In such event, the Agency or Issuer shall execute and deliver to the Trustee, as and the case may beTrustee shall authenticate and deliver the Bonds to the Beneficial Owners thereof in accordance with the information respecting the Beneficial Owners provided to the Trustee by DTC, shall establish a record date (“Record Date”) but without any liability on the part of the Issuer or the Trustee for such consent or other action and give DTC notice the accuracy of such Record Date not less than 15 calendar days in advance information. The Chairman or Vice Chairman of such Record Date the Issuer is hereby authorized to execute any additional Letter of Representations or similar document necessary from time to time to continue or provide for the extent possibleDTC book-entry system.

Book-Entry System. (1) Except Notwithstanding anything to the contrary herein, so long as the Series 2020 Bonds are being held under a book-entry system pursuant to this Section 3.18, transfers of beneficial ownership of such Bonds will be effected pursuant to rules and procedures established by the Securities Depository. The Series 2020 Bonds shall be initially issued under a book-entry system and shall be held thereunder except as provided in subparagraph 3 of this Section 206, the registered owner of all of the Bonds shall be and the Bonds shall be registered in the name of Cede & Co. (“Cede”), as nominee of 3.18. The Depository Trust Company (“DTC”). Payment of semi-annual interest for any Bonds shall be made in Federal or equivalent same day funds to the account of Cede on the interest payment date for the Bonds at the address indicated for Cede in the registry books of the Agency kept by the Trustee. (2) The Series 2020 Bonds shall be initially issued in the form of a separate single separate, authenticated, fully registered bond Series 2020 Bond for each maturity in a principal amount equal to the amount of each separate stated maturity of the Bonds. Upon initial issuancesuch maturity, the ownership of such Bond and shall be registered in on the registry books of the Agency kept by the Trustee Register in the name of Cedethe Securities Depository Nominee. So long as the book-entry system is in effect, the Securities Depository Nominee will be recognized as nominee the Holder of DTC. With respect the Series 2020 Bonds for the purposes of (i) paying the principal of, premium, if any, or interest on the Series 2020 Bonds, (ii) selecting the Series 2020 Bonds or portions thereof to Bonds registered in be redeemed, (iii) giving any notice permitted or required to be given to Holders under this Trust Agreement, (iv) registering the registry books kept transfer of Series 2020 Bonds, and (v) requesting any consent or other action to be taken by the Holders, and for all other purposes whatsoever, and neither the Trustee in nor the name of Cede, as nominee of DTC, Corporation shall be affected by any notice to the Agency and The contrary. Neither the Trustee nor the Corporation shall have no any responsibility or obligation to any participant Participant, any beneficial owner of DTC (Series 2020 Bonds or any other person claiming a “Participant”) or to any person for whom a Participant acquires an beneficial ownership interest in the Series 2020 Bonds (under or through the Securities Depository or any Participant, or any other person which is not shown on the Register as being a “Beneficial Owner”). Without limiting the immediately preceding sentence, the Agency and the Trustee shall have no responsibility or obligation Holder of Series 2020 Bonds with respect to (i) the accuracy of any records maintained by the records of DTC, Cede Securities Depository or any Participant with respect to any ownership interest in the BondsParticipant, (ii) the delivery payment to any Participantthe Securities Depository, any Beneficial Owner Participant or any other person, other than DTC, beneficial owner of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant, any Beneficial Owner or any other person, other than DTC, Series 2020 Bonds of any amount with in respect to of the principal of, or premium, if any, or interest on the Series 2020 Bonds. The Agency and the Trustee may treat as and deem DTC , (iii) any notice which is permitted or required to be given to Holders under this Trust Agreement, (iv) the absolute owner selection by the Securities Depository or any Participant or any other person to receive payment in the event of each Bond for the purpose of payment a partial redemption of the principal Series 2020 Bonds or (v) any other action taken by the Securities Depository as Holder of and premium, if any, and interest on such the Series 2020 Bonds, for the purpose of giving notices of redemption and other matters with respect to such Bonds, for the purpose of registering transfers with respect to such Bonds, and for all other purposes whatsoever. The Trustee shall pay all principal of and premium, if any, and interest on the Series 2020 Bonds only to the Securities Depository or upon the order of DTCSecurities Depository Nominee, as the case may be, and all such payments shall be valid and effective effectual to fully satisfy and discharge the Agency’s obligations with respect to the principal of and premium, if any, and interest on the Series 2020 Bonds to the extent of the sum or sums so paid. Pursuant The Securities Depository may determine to Section 307 discontinue providing its services as such with respect to the Series 2020 Bonds at any time by giving notice to the Corporation and the Trustee and discharging its responsibilities with respect thereto under applicable laws. In such event, the Corporation shall either (i) engage the services of another Securities Depository or (ii) deliver physical Series 2020 Bonds in the General Resolution, payments of principal may be made without requiring manner described below. In the surrender of event the book-entry system is discontinued or terminated with respect to the Series 2020 Bonds, and no other Securities Depository is named, then the Agency Corporation shall notify the Trustee of such event and the Securities Depository shall immediately notify the Participants of the availability, through the Securities Depository, of physical Series 2020 Bonds. In such event, the Corporation shall execute and the Trustee shall not be liable authenticate, register and deliver physical Series 2020 Bonds as requested by the Securities Depository or any Participant or beneficial owner of Series 2020 Bonds in appropriate authorized denominations in exchange for the failure of DTC or any successor thereto to properly indicate on Series 2020 Bonds registered in the Bonds the payment of such principal. No person other than DTC shall receive a Bond evidencing the obligation name of the Agency Securities Depository Nominee. Notwithstanding any other provision of this Trust Agreement to make the contrary, so long as the Series 2020 Bonds are registered in the name of Cede & Co., as Securities Depository Nominee, all payments of with respect to the principal of and of, premium, if any, and interest on the Series 2020 Bonds pursuant to this resolution. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the transfer provisions hereof, the word “Cede” in this resolution shall refer to such new nominee of DTC. (a) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Agency and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is not a successor securities depository), Bond certificates will be delivered as described in the General Resolution. (b) The Agency, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds if the Agency determines that: (i) DTC is unable to discharge its responsibilities with respect to the 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, as nominee of DTC, is not in the best interest of the Beneficial Owners of the Bonds. In the event that no substitute securities depository is found by the Agency or restricted registration is no longer in effect, Bond certificates will be delivered as described in the General Resolution. (c) Upon the termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(b)(ii) hereof, or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(a) or subsection 206(3)(b)(i) hereof after which no substitute securities depository willing to undertake the functions of DTC hereunder can be found which, in the opinion of the Agency, 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 as nominee of DTC, but may be registered in whatever name or names Bondholders transferring or exchanging Bonds shall designate in accordance with the provisions of the General Resolution. (4) Notwithstanding any other provision of this resolution to the contrary, so long as any Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond the Series 2020 Bonds shall be made and given, respectively, to DTC The Depository Trust Company, New York, New York, as provided in the Representation Letter of the Agency addressed to DTC, dated the date of delivery and issuance of the Bonds. (5) representation letter. In connection with any notice or other communication to be provided to Bondholders pursuant to this resolution the Holders by the Agency Corporation or the Trustee with respect to any consent or other action to be taken by the BondholdersHolders, the Agency Corporation or the Trustee, as the case may be, shall establish a record date (“Record Date”) for such consent or other action and give DTC the Securities Depository notice of such Record Date record date not less than 15 calendar days in advance of such Record Date record date to the extent possible.

Book-Entry System. (1) Except as provided in subparagraph 3 of this Section 206, the registered owner of all of the 2022 Series __ Bonds shall be and the 2022 Series __ Bonds shall be registered in the name of Cede & Co. (“Cede”)Co., as nominee of The Depository Trust Company (“DTC”). Payment of semi-annual interest for any Bonds 2022 Series Bond shall be made in by transfer of Federal funds or equivalent same day funds to the account of Cede & Co. on the each interest payment date for the 2022 Series __ Bonds at the address indicated for Cede & Co. in the registry books of the Agency kept by the Trustee. (2) The 2022 Series __ Bonds shall be initially issued in the form of a separate single fully registered bond in the amount of each separate stated maturity of the 2022 Series __ Bonds. Upon initial issuance, the ownership of such Bond 2022 Series __ Bonds shall be registered in the registry books of the Agency kept by the Trustee in the name of CedeCede & Co., as nominee of DTC. With respect to 2022 Series __ Bonds registered in the registry books kept by the Trustee in the name of CedeCede & Co., as nominee of DTC, the Agency and The the Trustee shall have no responsibility or obligation to any participant of DTC (a “Participant”) or to any person for whom a Participant acquires an interest in 2022 Series __ Bonds (a “Beneficial Owner”). Without limiting the immediately preceding sentence, the Agency and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest in the 2022 Series __ Bonds, (ii) the delivery to any Participant, any Beneficial Owner or any other person, other than DTC, of any notice with respect to the 2022 Series __ Bonds, including any notice of redemption, or (iii) the payment to any Participant, any Beneficial Owner or any other person, other than DTC, of any amount with respect to the principal of, of or premium, if any, or interest on the 2022 Series Bonds. The Agency and the Trustee may treat as and deem DTC to be the absolute owner of each 2022 Series __ Bond for the purpose of payment of the principal of and premium, if any, and interest on such Bonds2022 Series Bond, for the purpose of giving notices of redemption and other matters with respect to such Bonds2022 Series __ Bond, for the purpose of registering transfers with respect to such Bonds2022 Series __ Bond, and for all other purposes whatsoever. The Trustee shall pay all principal of and premium, if any, and interest on the 2022 Series __ Bonds only to or upon the order of DTC, and all such payments shall be valid and effective to fully satisfy and discharge the Agency’s obligations with respect to the principal of and premium, if any, and interest on the 2022 Series __ Bonds to the extent of the sum or sums so paid. Pursuant to Section 307 of the General Resolution, payments of principal may be made without requiring the surrender of the 2022 Series __ Bonds, and the Agency and the Trustee shall not be liable for the failure of DTC or any successor thereto to properly indicate on the 2022 Series __ Bonds the payment of such principal. No person other than DTC shall receive a 2022 Series __ Bond evidencing the obligation of the Agency to make payments of principal of and premium, if any, and interest on the Bonds pursuant to this resolutionSupplemental Resolution. 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 CedeCede & Co., and subject to the transfer provisions hereof, the word “Cede” in this resolution Supplemental Resolution shall refer to such new nominee of DTC. (3) (a) DTC may determine to discontinue providing its services with respect to the 2022 Series __ Bonds at any time by giving written notice to the Agency and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is not a successor securities depository), 2022 Series __ Bond certificates will be delivered as described in the General Resolution. (b) The Agency, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds if the Agency determines that: (i) DTC is unable to discharge its responsibilities with respect to the 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, as nominee of DTC, is not in the best interest of the Beneficial Owners of the Bonds. In the event that no substitute securities depository is found by the Agency or restricted registration is no longer in effect, Bond certificates will be delivered as described in the General Resolution. (c) Upon the termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(b)(ii) hereof, or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(a) or subsection 206(3)(b)(i) hereof after which no substitute securities depository willing to undertake the functions of DTC hereunder can be found which, in the opinion of the Agency, 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 as nominee of DTC, but may be registered in whatever name or names Bondholders transferring or exchanging Bonds shall designate in accordance with the provisions of the General Resolution. (4) Notwithstanding any other provision of this resolution to the contrary, so long as any Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, to DTC as provided in the Representation Letter of the Agency addressed to DTC, dated the date of delivery and issuance of the Bonds. (5) In connection with any notice or other communication to be provided to Bondholders pursuant to this resolution by the Agency or the Trustee with respect to any consent or other action to be taken by the Bondholders, the Agency or the Trustee, as the case may be, shall establish a record date (“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.

Book-Entry System. (1) Except as provided in subparagraph 3 of this Section 206, the registered owner of all of the 2022 Series Bonds shall be and the 2022 Series Bonds shall be registered in the name of Cede & Co. (“Cede”)Co., as nominee of The Depository Trust Company (“DTC”). Payment of semi-annual interest for any Bonds 2022 Series Bond shall be made in by transfer of Federal funds or equivalent same day funds to the account of Cede & Co. on the each interest payment date for the 2022 Series Bonds at the address indicated for Cede & Co. in the registry books of the Agency kept by the Trustee. (2) The 2022 Series Bonds shall be initially issued in the form of a separate single fully registered bond in the amount of each separate stated maturity of the Bonds2022 Series Bonds having the same initial CUSIP number. Upon initial issuance, the ownership of such Bond 2022 Series Bonds shall be registered in the registry books of the Agency kept by the Trustee in the name of CedeCede & Co., as nominee of DTC. With respect to 2022 Series Bonds registered in the registry books kept by the Trustee in the name of CedeCede & Co., as nominee of DTC, the Agency and The the Trustee shall have no responsibility or obligation to any participant of DTC (a “Participant”) or to any person for whom a Participant acquires an interest in 2022 Series Bonds (a “Beneficial Owner”). Without limiting the immediately preceding sentence, the Agency and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest in the 2022 Series Bonds, (ii) the delivery to any Participant, any Beneficial Owner or any other person, other than DTC, of any notice with respect to the 2022 Series Bonds, including any notice of redemption, or (iii) the payment to any Participant, any Beneficial Owner or any other person, other than DTC, of any amount with respect to the principal of, of or premium, if any, or interest on the 2022 Series Bonds. The Agency and the Trustee may treat as and deem DTC to be the absolute owner of each 2022 Series Bond for the purpose of payment of the principal of and premium, if any, and interest on such Bonds2022 Series Bond, for the purpose of giving notices of redemption and other matters with respect to such Bonds2022 Series Bond, for the purpose of registering transfers with respect to such Bonds2022 Series Bond, and for all other purposes whatsoever. The Trustee shall pay all principal of and premium, if any, and interest on the 2022 Series Bonds only to or upon the order of DTC, and all such payments shall be valid and effective to fully satisfy and discharge the Agency’s obligations with respect to the principal of and premium, if any, and interest on the 2022 Series Bonds to the extent of the sum or sums so paid. Pursuant to Section 307 of the General Resolution, payments of principal may be made without requiring the surrender of the 2022 Series Bonds, and the Agency and the Trustee shall not be liable for the failure of DTC or any successor thereto to properly indicate on the 2022 Series Bonds the payment of such principal. No person other than DTC shall receive a 2022 Series Bond evidencing the obligation of the Agency to make payments of principal of and premium, if any, and interest on the Bonds pursuant to this resolutionSupplemental Resolution. 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 CedeCede & Co., and subject to the transfer provisions hereof, the word “Cede” in this resolution Supplemental Resolution shall refer to such new nominee of DTC. (3) (a) DTC may determine to discontinue providing its services with respect to the 2022 Series Bonds at any time by giving written notice to the Agency and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is not a successor securities depository), 2022 Series Bond certificates will be delivered as described in the General Resolution. (b) The Agency, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds if the Agency determines that: (i) DTC is unable to discharge its responsibilities with respect to the 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, as nominee of DTC, is not in the best interest of the Beneficial Owners of the Bonds. In the event that no substitute securities depository is found by the Agency or restricted registration is no longer in effect, Bond certificates will be delivered as described in the General Resolution. (c) Upon the termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(b)(ii) hereof, or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(a) or subsection 206(3)(b)(i) hereof after which no substitute securities depository willing to undertake the functions of DTC hereunder can be found which, in the opinion of the Agency, 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 as nominee of DTC, but may be registered in whatever name or names Bondholders transferring or exchanging Bonds shall designate in accordance with the provisions of the General Resolution. (4) Notwithstanding any other provision of this resolution to the contrary, so long as any Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, to DTC as provided in the Representation Letter of the Agency addressed to DTC, dated the date of delivery and issuance of the Bonds. (5) In connection with any notice or other communication to be provided to Bondholders pursuant to this resolution by the Agency or the Trustee with respect to any consent or other action to be taken by the Bondholders, the Agency or the Trustee, as the case may be, shall establish a record date (“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.

Book-Entry System. (1a) Except as provided in subparagraph 3 subsection (c) of this Section 206Section, the registered owner Owner of all of the Bonds shall be DTC and the Bonds shall be registered in the name of Cede & Co. (“Cede”)Co., as nominee for DTC. Notwithstanding anything to the contrary contained in this Paying Agent Agreement, payment of The Depository Trust Company (“DTC”). Payment interest with respect to any Bond registered as of semi-annual interest for any Bonds each Record Date in the name of Cede & Co. shall be made in Federal or equivalent same by wire transfer of same-day funds to the account of Cede & Co. on the interest payment date for the Bonds at the address indicated on the Record Date for Cede & Co. in the registry books of Registration Books or as otherwise provided in the Agency kept by the TrusteeRepresentation Letter. (2b) The Bonds shall be initially issued in the form of a separate single fully registered bond Bonds in the amount of each separate stated maturity of the Bonds; provided, however, that if different CUSIP numbers are assigned to a Bond of a subseries or type of Bond within a subseries maturing in a single year or, if Bonds of a subseries or type of Bond maturing in a single year are issued with different interest rates, additional Bond certificates shall be prepared for each such maturity. Upon initial issuance, the ownership of such Bond Bonds shall be registered in the registry books of the Agency kept by the Trustee Registration Books in the name of CedeCede & Co., as nominee of DTC. With respect to The Paying Agent and the District may treat DTC (or its nominee) as the sole and exclusive Owner of the Bonds registered in the registry books kept by the Trustee in the its name of Cede, as nominee of DTC, the Agency and The Trustee shall have no responsibility or obligation to any participant of DTC (a “Participant”) or to any person for whom a Participant acquires an interest in Bonds (a “Beneficial Owner”). Without limiting the immediately preceding sentence, the Agency and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant, any Beneficial Owner or any other person, other than DTC, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant, any Beneficial Owner or any other person, other than DTC, of any amount with respect to the principal of, or premium, if any, or interest on the Bonds. The Agency and the Trustee may treat as and deem DTC to be the absolute owner of each Bond for the purpose purposes of payment of the principal of and premiumof, if any, and interest on such Bonds, for the purpose of giving notices of redemption and other matters with respect to such Bonds, for the purpose of registering transfers with respect to such Bonds, and for all other purposes whatsoever. The Trustee shall pay all principal of and premium, if any, and interest on the Bonds, selecting the Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to Owners of Bonds under this Paying Agent Agreement, registering the transfer of Bonds, obtaining any consent or other action to be taken by Owners of Bonds and for all other purposes whatsoever, and the Paying Agent and the District shall not be affected by any notice to the contrary. The Paying Agent and the District shall not have any responsibility or obligation to any Participant, any person claiming a beneficial ownership interest in the Bonds under or through DTC or any Participant, or any other person which is not shown on the Registration Books as being an Owner, with respect to the accuracy of any records maintained by DTC or any Participant; the payment by DTC or any Participant of any amount in respect of the principal of, premium, if any, and interest on the Bonds; any notice which is permitted or required to be given to Owners of Bonds under this Paying Agent Agreement; the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of the Bonds; or any consent given or other action taken by DTC as Owner of Bonds. The Paying Agent shall pay all principal of, premium, if any, and interest on the Bonds, only to or upon the order of DTC, and all such payments shall be valid and effective to fully satisfy and discharge the AgencyCounty and the District’s obligations with respect to the principal of and of, premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. Pursuant to Section 307 Except under the conditions of the General Resolution(c) of this Section, payments of principal may be made without requiring the surrender of the Bonds, and the Agency and the Trustee shall not be liable for the failure of DTC or any successor thereto to properly indicate on the Bonds the payment of such principal. No no person other than DTC shall receive a an executed Bond evidencing the obligation for each separate stated maturity of the Agency to make payments of principal of and premiumBonds or, if anyas provided herein, and interest on the Bonds pursuant to this resolutionportion thereof. Upon delivery by DTC to the Trustee Paying Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of CedeCede & Co., and subject to the transfer provisions hereofherein with respect to record dates, the word term “CedeCede & Co.” in this resolution Paying Agent Agreement shall refer to such new nominee of DTC. (ac) DTC may determine to discontinue providing its services with respect to In the Bonds at any time by giving written notice to the Agency and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is not a successor securities depository), Bond certificates will be delivered as described in the General Resolution. (b) The Agency, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds if the Agency determines that: event (i) DTC is unable DTC, including any successor as securities depository for the Bonds, determines not to discharge its responsibilities with respect continue to act as securities depository for the Bonds; or (ii) the District determines that the incumbent securities depository shall no longer so act, and delivers a continuation written certificate to the Paying Agent to that effect, then the District will discontinue the book-entry system with the incumbent securities depository for the Bonds. If the District determines to replace the incumbent securities depository for the Bonds with another qualified securities depository, the District shall prepare or direct the preparation of a new single, separate fully registered Bond for the requirement that all aggregate Outstanding principal amount of the Outstanding Bonds be of each maturity and series of Bonds or, as provided herein, portion thereof, registered in the registration books kept by the Trustee in the name of Cedesuch successor or substitute qualified securities depository, or its nominee, or make such other arrangement acceptable to the District and the Paying Agent and the successor securities depository for the Bonds as nominee are not inconsistent with the terms of DTC, is not in this Paying Agent Agreement. If the best interest District fails to identify another qualified successor securities depository of the Beneficial Owners of Bonds to replace the Bonds. In the event that no substitute incumbent securities depository is found by the Agency or restricted registration is no longer in effectdepository, Bond certificates will be delivered as described in the General Resolution. (c) Upon the termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(b)(ii) hereof, or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(a) or subsection 206(3)(b)(i) hereof after which no substitute securities depository willing to undertake the functions of DTC hereunder can be found which, in the opinion of the Agency, is willing and able to undertake such functions upon reasonable and customary terms, then the Bonds shall no longer be restricted to being registered in the registration books kept by the Trustee Registration Books in the name of Cede as nominee of DTCthe incumbent securities depository or its nominee, but may shall be registered in whatever name or names Bondholders transferring the incumbent securities depository for the Bonds, or exchanging its nominee, shall designate. In such event the Paying Agent shall authenticate and deliver a sufficient quantity of Bonds as to carry out the transfers and exchanges provided in Sections 68.05, 68.06 and 68.07 hereof. All such Bonds shall designate be in accordance with the provisions of the General Resolutionfully registered form in Authorized Denominations. (4d) Notwithstanding any other provision of this resolution Paying Agent Agreement to the contrary, so long as any Bond is registered in the name of CedeDTC, as nominee of DTCor its nominee, all payments with respect to the principal of and of, premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, to DTC as provided in the Representation Letter of the Agency addressed to DTC, dated the date of delivery and issuance of the BondsLetter. (5e) In connection with any notice or other communication to be provided to Bondholders Owners of Book-Entry Bonds pursuant to this resolution Paying Agent Agreement by the Agency District or the Trustee Paying Agent with respect to any consent or other action to be taken by the BondholdersOwners, the Agency District or the TrusteePaying Agent, as the case may be, shall establish a record date (“Record Date”) for such consent or other action and give DTC notice of such Record Date record date not less than 15 calendar days in advance of such Record Date record date to the extent possible.

Book-Entry System. (1a) Except DTC will act as provided in subparagraph 3 of this Section 206, the registered owner of all of the Bonds shall be and the Bonds shall be registered in the name of Cede & Co. (“Cede”), as nominee of The Securities Depository Trust Company (“DTC”). Payment of semi-annual interest for any Bonds shall be made in Federal or equivalent same day funds to the account of Cede on the interest payment date for the Bonds at the address indicated for Cede in the registry books of the Agency kept by the Trustee. (2) Bonds. The Bonds shall be initially issued in the form of a separate single fully registered bond in the amount of each separate stated maturity of the Bonds. Upon initial issuance, the ownership of such Bond shall be registered in the registry books of the Agency kept by the Trustee in the name of CedeCede & Co. (DTC's partnership nominee). So long as Cede & Co. is the Registered Owner of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or holders or Owners of the Bonds shall mean Cede & Co. and shall not mean the beneficial owners of the Bonds. (b) The ownership interest of each of the Beneficial Owners of the Bonds will be recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners of the Bonds. (c) With respect to Bonds registered in the registry books kept by the Trustee in the name of CedeCede & Co., as nominee of DTC's nominee, the Agency Issuer and The the Trustee shall have no responsibility or obligation to any participant of DTC (a “Participant”) Participant or to any person for on behalf of whom such a DTC Participant acquires holds an interest in Bonds (a “Beneficial Owner”)the Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Agency Issuer and the Trustee 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 Participant, any Beneficial Owner DTC Participant or any other person, other than DTCa Bondholder, as shown on the registration books, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant, any Beneficial Owner DTC Participant or any other person, other than DTCa Registered Owner, as shown in the registration books of any amount with respect to the principal of, or premium, if any, or interest on on, the Bonds. The Agency . (d) Notwithstanding any other provisions of this Indenture to the contrary, the Issuer and the Trustee may shall be entitled to treat and consider the person in whose name each Bond is registered in the registration books as and deem DTC to be the absolute owner of each such Bond for the purpose of payment of the principal of and principal, premium, if any, and interest on with respect to such BondsBond, for the purpose of giving notices of redemption and other matters with respect to such BondsBond, for the purpose of registering transfers with respect to such BondsBond, and for all other purposes whatsoever. The Trustee shall pay all principal of and of, premium, if any, and interest on the Bonds only to or upon the order of DTCthe respective owners, as shown in the registration books 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 Agency’s Issuer's obligations with respect to the payment of principal of and of, premium, if any, and interest on on, the Bonds to the extent of the sum or sums so paid. Pursuant to Section 307 of the General Resolution, payments of principal may be made without requiring the surrender of the Bonds, and the Agency and the Trustee shall not be liable for the failure of DTC or any successor thereto to properly indicate on the Bonds the payment of such principal. . (e) No person other than DTC a Registered Owner, as shown in the registration books, shall receive a Bond certificate evidencing the obligation of the Agency Issuer to make payments of principal of and principal, premium, if any, and interest on the Bonds interest, pursuant to this resolution. Upon Indenture. (f) Any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book‑entry system is in effect, be satisfied by the notation on the books of DTC to or a DTC Participant, if applicable, of the transfer of the Beneficial Owner's interest in such Bond. (g) So long as the book‑entry system is in effect, the Trustee and the Issuer shall comply with the terms of written notice to the effect that DTC has determined to substitute Letter of Representations, a new nominee in place copy of Cede, which is attached hereto as Exhibit B and subject to the transfer provisions made a part hereof, the word “Cede” in this resolution shall refer to such new nominee or an alternate Letter of Representations as required by DTC. (ah) DTC may determine to discontinue providing its services service with respect to the Bonds at any time by giving reasonable written notice and all relevant information on the Beneficial Owners of the Bonds to the Agency Issuer or the Trustee and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if If there is not a no successor securities depository), Bond certificates will be delivered as described in the General Resolution. (b) The Agency, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds if the Agency determines that: (i) DTC is unable to discharge its responsibilities with respect to the Bonds; or (ii) a continuation of the requirement that all of the Outstanding Bonds be registered in the registration books kept Securities Depository appointed by the Issuer, the Trustee in the name of Cede, as nominee of DTC, is not in the best interest of shall authenticate and deliver Bonds to the Beneficial Owners of the Bonds. In the event that no substitute securities depository is found by the Agency or restricted registration is no longer in effect, Bond certificates will be delivered as described in the General Resolution. (c) Upon the termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(b)(ii) hereof, or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(a) or subsection 206(3)(b)(i) hereof after which no substitute securities depository willing to undertake the functions of DTC hereunder can be found which, in the opinion of the Agency, 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 as nominee of DTC, but may be registered in whatever name or names Bondholders transferring or exchanging Bonds shall designate thereof in accordance with the provisions information respecting the Beneficial Owners provided to the Trustee by DTC, but without any liability on the part of the General Resolution. (4) Notwithstanding any other provision of this resolution to the contrary, so long as any Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, to DTC as provided in the Representation Letter of the Agency addressed to DTC, dated the date of delivery and issuance of the Bonds. (5) In connection with any notice or other communication to be provided to Bondholders pursuant to this resolution by the Agency Issuer or the Trustee with respect for the accuracy of such information. The Issuer, at the direction of the Company, may determine not to continue participation in the system of book entry transfers through DTC (or a successor Securities Depository) at any consent time by giving reasonable written notice to DTC (or other action to be taken by a successor Securities Depository) and the BondholdersTrustee. In such event, the Agency or Issuer shall execute and deliver to the Trustee, as and the case may beTrustee shall authenticate and deliver the Bonds to the Beneficial Owners thereof in accordance with the information respecting the Beneficial Owners provided to the Trustee by DTC, shall establish a record date (“Record Date”) but without any liability on the part of the Issuer or the Trustee for such consent or other action and give DTC notice the accuracy of such Record Date not less than 15 calendar days in advance information. The Chairman or Executive Director of such Record Date the Issuer are hereby authorized to execute any additional Letter of Representations or similar document necessary from time to time to continue or provide for the extent possibleDTC book‑entry system.

Book-Entry System. During the Cash Collateralized Mode: (1a) Except as provided in subparagraph 3 (c) of this Section 2062.11, the registered owner of all of the Bonds shall be be, and the Bonds shall be registered in the name of of, Cede & Co. (“Cede”), as nominee of The Depository Trust Company (“DTC”). Payment of semi-annual interest for any Bonds shall be made in Federal or equivalent same by transfer of same-day funds to the account of Cede on the interest payment date for the Bonds at the address indicated for Cede in the registry registration books of the Agency Issuer kept by the Trustee. (2b) The Bonds shall be initially issued in the form of a separate single fully registered bond in the amount of each separate separately stated maturity of the Bonds. Upon initial issuance, the ownership of such Bond Bonds shall be registered in the registry books of the Agency Issuer kept by the Trustee in the name of Cede, as nominee of DTC. With respect to Bonds registered in the registry books kept by the Trustee in the name of Cede, as nominee of DTC, the Agency Issuer and The the Trustee shall have no responsibility or obligation to any participant of DTC (a “Participant”) or to any person for whom a Participant acquires an interest in the Bonds (a “Beneficial Owner”). Without limiting the immediately preceding sentence, the Agency Issuer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant, any Beneficial Owner or any other person, other than DTC, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant, any Beneficial Owner or any other person, other than DTC, of any amount with respect to the principal of, or premium, if any, of or interest on the Bonds. The Agency 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, if any, and interest on such BondsBond, for the purpose of giving notices of redemption and other matters with respect to such BondsBond, for the purpose of registering transfers with respect to such BondsBond, and for all other purposes whatsoever. The Trustee shall pay all principal of and premium, if any, and interest on the Bonds only to or upon the order of DTC, and all such payments shall be valid and effective to fully satisfy and discharge the AgencyIssuer’s obligations with respect to the principal of and premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. Pursuant to Section 307 of the General Resolution, payments Payments of principal may be made without requiring the surrender of the Bonds, and the Agency Issuer and the Trustee shall not be liable for the failure of DTC or any successor thereto to properly indicate on the Bonds the payment of such principal. No person other than DTC shall receive a Bond evidencing the obligation of the Agency Issuer to make payments of principal of and premium, if any, and interest on the Bonds pursuant to this resolutionIndenture. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the transfer provisions hereof, the word “Cede” in this resolution Indenture shall refer to such new nominee of DTC. (ac) (i) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Agency Issuer and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is not a successor securities depository), Bond certificates will be delivered as described in the General Resolutionthis Indenture. (b) The Agency, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds if the Agency determines that: (i) DTC is unable to discharge its responsibilities with respect to the 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, as nominee of DTC, is not in the best interest of the Beneficial Owners of the Bonds. In the event that no substitute securities depository is found by the Agency or restricted registration is no longer in effect, Bond certificates will be delivered as described in the General Resolution. (c) Upon the termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(b)(ii) hereof, or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(a) or subsection 206(3)(b)(i) hereof after which no substitute securities depository willing to undertake the functions of DTC hereunder can be found which, in the opinion of the Agency, 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 as nominee of DTC, but may be registered in whatever name or names Bondholders transferring or exchanging Bonds shall designate in accordance with the provisions of the General Resolution. (4) Notwithstanding any other provision of this resolution to the contrary, so long as any Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, to DTC as provided in the Representation Letter of the Agency addressed to DTC, dated the date of delivery and issuance of the Bonds. (5) In connection with any notice or other communication to be provided to Bondholders pursuant to this resolution by the Agency or the Trustee with respect to any consent or other action to be taken by the Bondholders, the Agency or the Trustee, as the case may be, shall establish a record date (“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.

Book-Entry System. (a) Notwithstanding anything to the contrary herein, so long as a series of Bonds is being held under a book entry system, transfers of beneficial ownership of the Bonds of such series will be effected pursuant to rules and procedures established by the Securities Depository. (b) As long as a book entry system is in effect for a series of Bonds, the Securities Depository Nominee will be recognized as the holder of the Bonds of such series for the purposes of (1) Except as provided in subparagraph 3 of this Section 206, the registered owner of all of the Bonds shall be and the Bonds shall be registered in the name of Cede & Co. (“Cede”), as nominee of The Depository Trust Company (“DTC”). Payment of semi-annual interest for any Bonds shall be made in Federal or equivalent same day funds to the account of Cede on the interest payment date for the Bonds at the address indicated for Cede in the registry books of the Agency kept by the Trustee. (2) The Bonds shall be initially issued in the form of a separate single fully registered bond in the amount of each separate stated maturity of the Bonds. Upon initial issuance, the ownership of such Bond shall be registered in the registry books of the Agency kept by the Trustee in the name of Cede, as nominee of DTC. With respect to Bonds registered in the registry books kept by the Trustee in the name of Cede, as nominee of DTC, the Agency and The Trustee shall have no responsibility or obligation to any participant of DTC (a “Participant”) or to any person for whom a Participant acquires an interest in Bonds (a “Beneficial Owner”). Without limiting the immediately preceding sentence, the Agency and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant, any Beneficial Owner or any other person, other than DTC, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant, any Beneficial Owner or any other person, other than DTC, of any amount with respect to paying the principal of, or redemption premium, if any, or interest on such Bonds, (2) if Bonds of such series are to be redeemed in part, selecting the portions of such Bonds to be redeemed, (3) giving any notice permitted or required to be given to holders under this Indenture, (4) registering the transfer of such Bonds. The Agency , and (5) requesting any consent or other action to be taken by the holders of such Bonds, and for all other purposes whatsoever, and neither the Trustee nor the Issuer shall be affected by any notice to the contrary. (c) Neither the Trustee nor the Issuer shall have any responsibility or obligation to any participant, any beneficial owner or any other person claiming a beneficial ownership in any Bonds which are registered to a Securities Depository Nominee under or through the Securities Depository with respect to any action taken by the Securities Depository as holder of such Bonds. (d) The Trustee shall pay all principal of and redemption premium, if any, and interest on Bonds issued under a book entry system, only to the Securities Depository, or the Securities Depository Nominee, as the case may treat as be, for such Bonds, pursuant to a letter of representations or similar agreement with the Securities Depository and deem DTC all such payments shall be valid and effectual to be fully satisfy and discharge the absolute owner of each Bond for the purpose of payment of obligations with respect to the principal of and redemption premium, if any, and interest on such Bonds, for the purpose of giving notices of redemption and other matters with respect to such Bonds, for the purpose of registering transfers with respect to such Bonds, and for all other purposes whatsoever. The Trustee shall pay all principal of and premium, if any, and interest on the Bonds only to or upon the order of DTC, and all such payments shall be valid and effective to fully satisfy and discharge the Agency’s obligations with respect to the principal of and premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. Pursuant to Section 307 of the General Resolution, payments of principal may be made without requiring the surrender of the Bonds, and the Agency Issuer and the Trustee shall not be liable for acknowledge that the failure of DTC or any successor thereto to properly indicate on the Bonds the payment terms and provisions of such principal. No person other than DTC letter of representations or similar agreement shall receive a Bond evidencing govern in the obligation event of any inconsistency between the Agency to make payments provisions of principal this Indenture and such letter of and premium, if any, and interest on the Bonds pursuant to this resolution. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the transfer provisions hereof, the word “Cede” in this resolution shall refer to such new nominee of DTCrepresentations or similar agreement. (ae) DTC may determine to discontinue providing its services with respect to In the Bonds at any time by giving written notice to event that the Agency and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there Issuer determines that it is not a successor securities depository), Bond certificates will be delivered as described in the General Resolution. (b) The Agency, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds if the Agency determines that: (i) DTC is unable to discharge its responsibilities with respect to the 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, as nominee of DTC, is not in the best interest of the Beneficial Owners Issuer to discontinue the book entry system of transfer for series of Bonds, or that the interests of the Bondsbeneficial owners of the Bonds of such series may be adversely affected if the book entry system is continued, then the Issuer shall notify the Securities Depository and the Trustee of such determination. In such event, the event that no substitute securities depository is found by Issuer shall execute and the Agency or restricted registration is no longer Trustee shall authenticate, register and deliver physical certificates for Bonds of such series in effect, Bond certificates will be delivered as described in the General Resolution. (c) Upon the termination of the services of DTC with respect to exchange for the Bonds pursuant to subsection 206(3)(b)(ii) hereof, or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(a) or subsection 206(3)(b)(i) hereof after which no substitute securities depository willing to undertake the functions of DTC hereunder can be found which, in the opinion of the Agency, 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 as nominee of DTC, but may be registered in whatever name or names Bondholders transferring or exchanging Bonds shall designate in accordance with the provisions of the General Resolution. (4) Notwithstanding any other provision of this resolution to the contrary, so long as any Bond is registered in the name of Cedethe Securities Depository Nominee; provided, as nominee in addition, that any Bonds of DTC, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond series shall be made and given, respectively, to DTC as provided in registered form within the Representation Letter meaning of Section 149(a) of the Agency addressed to DTC, dated the date of delivery and issuance of the BondsCode. (5f) In the event that the Securities Depository for a series of Bonds discontinues providing its services, the Issuer shall either engage the services of another Securities Depository or deliver physical certificates in the manner described in clause (e) above; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code. (g) In connection with any notice or other communication to be provided to Bondholders pursuant to this resolution the holders of a series of Bonds by the Agency Issuer or by the Trustee with respect to any consent or other action to be taken by the Bondholdersholders, the Agency Issuer or the Trustee, as the case may be, shall establish a record date (“Record Date”) for such consent or other action and give DTC the Securities Depository Nominee notice of such Record Date record date not less than 15 calendar fifteen (15) days in advance of such Record Date record date to the extent possible. (h) The Series 1998 Bonds shall be issued initially in the form of two global certificates under the book entry system maintained by The Depository Trust Company, New York, New York ("DTC"), as the initial Securities Depository, and shall be registered in the name of Cede & Co., as the initial Securities Depository Nominee for the Series 1998 Bonds. As long as the Series 1998 Bonds are maintained by DTC under its book entry system, all payments with respect to the principal of, redemption premium, if any, and interest on Series 1998 Bonds and notices shall be made and given, respectively, to DTC pursuant to a letter of representations with DTC.

Book-Entry System. (a) Notwithstanding anything to the contrary herein, so long as a series of Bonds is being held under a book entry system, transfers of beneficial ownership of the Bonds of such series will be effected pursuant to rules and procedures established by the Securities Depository. (b) As long as a book entry system is in effect for a series of Bonds, the Securities Depository Nominee will be recognized as the holder of the Bonds of such series for the purposes of (1) Except as provided in subparagraph 3 of this Section 206, the registered owner of all of the Bonds shall be and the Bonds shall be registered in the name of Cede & Co. (“Cede”), as nominee of The Depository Trust Company (“DTC”). Payment of semi-annual interest for any Bonds shall be made in Federal or equivalent same day funds to the account of Cede on the interest payment date for the Bonds at the address indicated for Cede in the registry books of the Agency kept by the Trustee. (2) The Bonds shall be initially issued in the form of a separate single fully registered bond in the amount of each separate stated maturity of the Bonds. Upon initial issuance, the ownership of such Bond shall be registered in the registry books of the Agency kept by the Trustee in the name of Cede, as nominee of DTC. With respect to Bonds registered in the registry books kept by the Trustee in the name of Cede, as nominee of DTC, the Agency and The Trustee shall have no responsibility or obligation to any participant of DTC (a “Participant”) or to any person for whom a Participant acquires an interest in Bonds (a “Beneficial Owner”). Without limiting the immediately preceding sentence, the Agency and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant, any Beneficial Owner or any other person, other than DTC, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant, any Beneficial Owner or any other person, other than DTC, of any amount with respect to paying the principal of, or redemption premium, if any, or interest on such Bonds, (2) if Bonds of such series are to be redeemed in part, selecting the portions of such Bonds to be redeemed, (3) giving any notice permitted or required to be given to holders under this Indenture, (4) registering the transfer of such Bonds. The Agency , and (5) requesting any consent or other action to be taken by the holders of such Bonds, and for all other purposes whatsoever, and neither the Trustee nor the Issuer shall be affected by any notice to the contrary. (c) Neither the Trustee nor the Issuer shall have any responsibility or obligation to any participant, any beneficial owner or any other person claiming a beneficial ownership in any Bonds which are registered to a Securities Depository Nominee under or through the Securities Depository with respect to any action taken by the Securities Depository and the Securities Depository Nominee, as holder of such Bonds. (d) The Trustee shall pay all principal of, redemption premium, if any, and interest on Bonds issued under a book entry system, only to the Securities Depository, or the Securities Depository Nominee, as the case may treat as be, for such Bonds, pursuant to a letter of representations or similar agreement with the Securities Depository and deem DTC all such payments shall be valid and effectual to be fully satisfy and discharge the absolute owner of each Bond for the purpose of payment of obligations with respect to the principal of and of, redemption premium, if any, and interest on such Bonds. The Issuer and the Trustee acknowledge that the terms and provisions of such letter of representations or similar agreement shall govern in the event of any inconsistency between the provisions of this Indenture and such letter of representations or similar agreement. (e) In the event that the Issuer determines, at the direction of the Company, to discontinue the book entry system of transfer for the purpose a series of giving notices of redemption and other matters with respect to such Bonds, for or that the purpose interests of registering transfers with respect to such Bonds, and for all other purposes whatsoever. The Trustee shall pay all principal the beneficial owners of and premium, if any, and interest on the Bonds only to or upon the order of DTC, and all such payments shall be valid and effective to fully satisfy and discharge the Agency’s obligations with respect to the principal of and premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. Pursuant to Section 307 of the General Resolution, payments of principal series may be made without requiring adversely affected if the surrender of book entry system is continued, then the Bonds, Issuer shall notify the Securities Depository and the Agency Trustee of such determination. In such event, the Issuer shall execute and the Trustee shall not be liable authenticate, register and deliver physical certificates in authorized denominations for Bonds of such series in exchange for the failure of DTC or any successor thereto to properly indicate on the Bonds the payment of such principal. No person other than DTC shall receive a Bond evidencing the obligation of the Agency to make payments of principal of and premium, if any, and interest on the Bonds pursuant to this resolution. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the transfer provisions hereof, the word “Cede” in this resolution shall refer to such new nominee of DTC. (a) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Agency and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is not a successor securities depository), Bond certificates will be delivered as described in the General Resolution. (b) The Agency, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds if the Agency determines that: (i) DTC is unable to discharge its responsibilities with respect to the 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, as nominee of DTC, is not in the best interest of the Beneficial Owners of the Bonds. In the event that no substitute securities depository is found by the Agency or restricted registration is no longer in effect, Bond certificates will be delivered as described in the General Resolution. (c) Upon the termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(b)(ii) hereof, or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(a) or subsection 206(3)(b)(i) hereof after which no substitute securities depository willing to undertake the functions of DTC hereunder can be found which, in the opinion of the Agency, 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 as nominee of DTC, but may be registered in whatever name or names Bondholders transferring or exchanging Bonds shall designate in accordance with the provisions of the General Resolution. (4) Notwithstanding any other provision of this resolution to the contrary, so long as any Bond is registered in the name of Cedethe Securities Depository Nominee, at the expense of the Company, to such Persons, and in such maturities and principal amounts, as nominee may be designated by the Securities Depository, but without any liability on the part of DTCthe Issuer, all payments with respect to the principal Company or the Trustee for the accuracy of and premiumsuch designation; provided, if anyin addition, and interest on that any Bonds of such Bond and all notices with respect to such Bond series shall be made and given, respectively, to DTC as provided in registered form within the Representation Letter meaning of Section 149(a) of the Agency addressed to DTC, dated the date of delivery and issuance of the BondsCode. (5f) In the event that the Securities Depository for a series of Bonds discontinues providing its services, the Issuer, at the direction of the Company, shall either engage the services of another Securities Depository or deliver physical certificates in the manner described in clause (e) above; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code. (g) In connection with any notice or other communication to be provided to Bondholders pursuant to this resolution the holders of a series of Bonds by the Agency Issuer or by the Trustee with respect to any consent or other action to be taken by the Bondholdersholders, the Agency Issuer or the Trustee, as the case may be, shall establish a record date (“Record Date”) for such consent or other action and give DTC the Securities Depository Nominee notice of such Record Date record date not less than 15 calendar fifteen (15) days in advance of such Record Date record date to the extent possible. (h) The Series 1999 Bonds shall be issued initially in the form of one global certificate, without coupons, in the aggregate principal amount of the Series 1999 Bonds, under the book entry system maintained by The Depository Trust Company, New York, New York ("DTC"), as the initial Securities Depository, and shall be registered in the name of Cede & Co., as the initial Securities Depository Nominee for the Series 1999 Bonds. As long as the Series 1999 Bonds are maintained by DTC under its book entry system, all payments with respect to the principal of, redemption premium, if any, and interest on Series 1999 Bonds and notices shall be made and given, respectively, to DTC pursuant to a letter of representations with DTC.

Book-Entry System. (1a) Except The Issuer hereby provides that Series 2017 Bonds may be registered in book- entry form. On their date of issuance, the Series 2017 Bonds shall be issued in book-entry form. Notwithstanding any inconsistent provision in this Indenture to the contrary, the provisions of this Section shall govern at any time that the Series 2017 Bonds are issued in book-entry form. (b) The Series 2017 Bonds issued in book-entry form shall be issued in the form of one fully-registered immobilized certificate for each maturity of Series 2017 Bonds outstanding which Series 2017 Bonds, taken together, will represent the total aggregate principal amount of the Series 2017 Bonds, which Series 2017 Bonds (except as provided in subparagraph 3 of this Section 206, the registered owner of all of the Bonds shall be and the Bonds paragraph (i) below) shall be registered in the name of Cede & Co. (“Cede”), as nominee of The Depository Trust Company (“DTC”). Payment of semi-annual interest for any Bonds shall be made in Federal or equivalent same day funds to the account of Cede on the interest payment date for the Bonds at the address indicated for Cede in the registry books of the Agency kept by the Trustee. (2) The Bonds shall be initially issued in the form of a separate single fully registered bond in the amount of each separate stated maturity of the Bonds. Upon initial issuance, the ownership of such Bond shall be registered in the registry books of the Agency kept by the Trustee in the name of CedeCo., as nominee of DTC. With respect to ; provided, that if DTC shall request that the Series 2017 Bonds be registered in the name of a different nominee, the Trustee shall exchange all or any portion of the Series 2017 Bonds for an equal aggregate principal amount of Series 2017 Bonds registered in the registry name of such other nominee or nominees of DTC. No person other than DTC or its nominee shall be entitled to receive from the Issuer or the Trustee a Series 2017 Bonds or any other evidence of ownership of the Series 2017 Bonds, or any right to receive any payment in respect thereof, unless DTC or its nominee shall transfer record ownership of all or any portion of the Series 2017 Bonds on the Series 2017 Bonds registration books kept to be maintained by the Trustee Trustee, in connection with discontinuing the book-entry system as provided in paragraph (i) below or otherwise. (c) So long as the Series 2017 Bonds or any portion thereof are registered in the name of CedeDTC or any nominee thereof, all payments of the principal, prepayment price of or interest on such Series 2017 Bonds shall be made to DTC or its nominee in immediately available funds on the dates provided for such payments under this Indenture and at such times as nominee provided in the Letter of DTCRepresentations to be entered into among the Issuer, the Agency Trustee and The Trustee shall have no responsibility DTC or obligation in a blanket letter of representation executed by the Issuer and delivered to any participant of DTC (a the “Participant”) or to any person for whom a Participant acquires an interest in Bonds (a “Beneficial OwnerRepresentation Letter”). Without limiting the immediately preceding sentence, the Agency and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant, any Beneficial Owner or any other person, other than DTC, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the Each such payment to any Participant, any Beneficial Owner DTC or any other person, other than DTC, of any amount with respect to the principal of, or premium, if any, or interest on the Bonds. The Agency 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, if any, and interest on such Bonds, for the purpose of giving notices of redemption and other matters with respect to such Bonds, for the purpose of registering transfers with respect to such Bonds, and for all other purposes whatsoever. The Trustee shall pay all principal of and premium, if any, and interest on the Bonds only to or upon the order of DTC, and all such payments its nominee shall be valid and effective to fully satisfy and discharge all liability of the Agency’s obligations Issuer or the Trustee with respect to the principal principal, prepayment price or of and premium, if any, and interest on the Series 2017 Bonds to the extent of the sum or sums so paid. Pursuant to Section 307 In the event of the General Resolution, payments prepayment of principal may be made without requiring the surrender less than all of the BondsSeries 2017 Bonds Outstanding of any maturity, and the Agency and the Trustee shall not be liable for the failure of require surrender by DTC or any successor thereto its nominee of the Series 2017 Bonds so redeemed, but DTC or its nominee may retain such Series 2017 Bonds and make an appropriate notation thereon as to properly indicate on the Bonds the payment amount of such principal. No person other than partial redemption; provided, that DTC shall receive deliver to the Trustee, upon request, a Bond evidencing written confirmation of such partial prepayment and thereafter the obligation records maintained by the Trustee shall be conclusive as to the amount of the Agency to make payments Series 2017 Bonds of principal of and premium, if any, and interest on the Bonds pursuant to this resolution. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the transfer provisions hereof, the word “Cede” in this resolution shall refer to such new nominee of DTCmaturity which have been prepaid. (ad) All transfers of beneficial ownership interests in such Series 2017 Bonds issued in book-entry form shall be effected by procedures by DTC may determine to discontinue providing with its services with respect to participants for recording and transferring the Bonds at any time by giving written notice to the Agency and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is not a successor securities depository), Bond certificates will be delivered as described ownership of beneficial interests in the General Resolution. (b) The Agency, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds if the Agency determines that: (i) DTC is unable to discharge its responsibilities with respect to the 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, as nominee of DTC, is not in the best interest of the Beneficial Owners of the Bonds. In the event that no substitute securities depository is found by the Agency or restricted registration is no longer in effect, Bond certificates will be delivered as described in the General Resolution. (c) Upon the termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(b)(ii) hereof, or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(a) or subsection 206(3)(b)(i) hereof after which no substitute securities depository willing to undertake the functions of DTC hereunder can be found which, in the opinion of the Agency, 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 as nominee of DTC, but may be registered in whatever name or names Bondholders transferring or exchanging Bonds shall designate in accordance with the provisions of the General Resolution. (4) Notwithstanding any other provision of this resolution to the contrary, so long as any Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, to DTC as provided in the Representation Letter of the Agency addressed to DTC, dated the date of delivery and issuance of the Series 2017 Bonds. (5e) In connection with The Issuer and the Trustee may treat [DTC (or its nominee)] as the sole and exclusive Owner of the Series 2017 Bonds registered in its name for the purposes of payment of the principal, redemption price of or interest on the Series 2017 Bonds, selecting the Series 2017 Bonds or portions thereof to be redeemed, giving any notice permitted or other communication required to be provided given to Bondholders pursuant to Owners under this resolution by Indenture, registering the Agency or the Trustee with respect to transfer of Series 2017 Bonds, obtaining any consent or other action to be taken by Owners and for all other purposes whatsoever; and the Bondholders, Issuer and the Agency or the Trustee, as the case may be, Trustee shall establish a record date (“Record Date”) for such consent or other action and give DTC not be affected by any notice of such Record Date not less than 15 calendar days in advance of such Record Date to the extent possible.contrary. The Issuer and the Trustee shall not have any responsibility or obligation to any participant in DTC, any person claiming a beneficial ownership interest in the Series 2017 Bonds under or through DTC or any such participant, or any other person which is not shown on the Certificate registration books as being an Owner, with respect to: (i) the Series 2017 Bonds, or (ii) the accuracy of any records maintained by DTC or any such participant; or (iii) the payment by DTC or any such participant of any amount in respect of the principal, redemption price of or interest on the Series 2017 Bonds; or (iv) any notice which is permitted or required to be given to Owners under this Indenture; or

Book-Entry System. (1a) Except DTC will act as provided in subparagraph 3 of this Section 206, the registered owner of all of the Bonds shall be and the Bonds shall be registered in the name of Cede & Co. (“Cede”), as nominee of The initial Securities Depository Trust Company (“DTC”). Payment of semi-annual interest for any Bonds shall be made in Federal or equivalent same day funds to the account of Cede on the interest payment date for the Bonds at the address indicated for Cede in the registry books of the Agency kept by the Trustee. (2) Bonds. The Bonds shall be initially issued in the form of a separate single fully registered bond in the amount of each separate stated maturity of the Bonds. Upon initial issuance, the ownership of such Bond shall be registered in the registry books of the Agency kept by the Trustee in the name of CedeCede & Co. (DTC’s nominee). So long as Cede & Co. is the Registered Owner of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or 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 registry books kept by the Trustee in the name of Cede, as nominee of DTCthe Securities Depository, the Agency Issuer, the Company, the Bond Registrar, the Paying Agent, and The the Trustee shall have no responsibility or obligation to any participant person on behalf of DTC (a “Participant”) or to any person for whom a Participant acquires such Securities Depository holds an interest in Bonds (a “Beneficial Owner”)the Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Agency Issuer, the Bond Registrar, the Paying Agent, and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede or any Participant the Securities Depository with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant, any Beneficial Owner or any other person, other than DTCa Bondholder, as shown on the Bond Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant, any Beneficial Owner or any other person, other than DTCa Registered Owner, as shown in the Bond Register of any amount with respect to the principal of, or redemption premium, if any, or interest on on, the Bonds. The Agency . (d) Notwithstanding any other provisions of this Indenture to the contrary, the Issuer, the Bond Registrar, the Paying Agent, and the Trustee may shall be entitled to treat and consider the person in whose name each Bond is registered in the Bond Register as and deem DTC to be the absolute owner of each such Bond for the purpose of payment of the principal of and principal, redemption premium, if any, and interest on with respect to such BondsBond, for the purpose of giving notices of redemption and other matters with respect to such BondsBond, for the purpose of registering transfers with respect to such BondsBond, and for all other purposes whatsoever. The Trustee Paying Agent shall pay all principal of and of, redemption premium, if any, and interest on the Bonds only to or upon the order of DTCthe respective owners, as shown in the Bond Register as provided in this Indenture, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the AgencyIssuer’s obligations with respect to the payment of principal of and of, redemption premium, if any, and interest on on, the Bonds to the extent of the sum or sums so paid. Pursuant to Section 307 of the General Resolution, payments of principal may be made without requiring the surrender of the Bonds, and the Agency and the Trustee shall not be liable for the failure of DTC or any successor thereto to properly indicate on the Bonds the payment of such principal. . (e) No person other than DTC a Registered Owner, as shown in the registration books, shall receive a Bond certificate evidencing the obligation of the Agency Issuer to make payments of principal of and principal, redemption premium, if any, and interest on the Bonds interest, pursuant to this resolution. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the transfer provisions hereof, the word “Cede” in this resolution shall refer to such new nominee of DTCIndenture. (af) Any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of the Securities Depository, of the transfer of the beneficial owner’s interest in such Bond. (g) So long as the DTC book-entry system is in effect, the Trustee, the Paying Agent and the Bond Registrar shall comply with the terms of the Letter of Representations. (h) The Securities Depository may determine to discontinue providing its services service with respect to the Bonds at any time by giving written reasonable notice and all relevant information on the beneficial owners of the Bonds to the Agency Issuer or the Trustee. If there is no successor Securities Depository appointed by the Issuer, the Trustee, upon presentation and surrender of Bonds then outstanding, shall authenticate and deliver Bonds to the beneficial owners thereof. In the event that the Company determines that the Securities Depository is incapable of discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is not a successor securities depository)described herein or in any agreement among the Issuer, Bond certificates will be delivered as described in the General Resolution. (b) The Agency, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds if the Agency determines that: (i) DTC is unable to discharge its responsibilities with respect to the 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 and the name of Cede, as nominee of DTC, Securities Depository and that it is not in the best interest of the Beneficial Owners beneficial owners of the Bonds that they be able to obtain certificated Bonds, the Issuer, at the direction of the Company, shall (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the 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 the event that no substitute securities depository is found by the Agency or restricted registration is no longer in effect, Bond certificates will be delivered as each scenario described in this subsection (h), the General Resolution. (c) Upon Securities Depository will provide the termination Trustee with the name, address of the services record, and taxpayer identification number of DTC with respect to the Bonds pursuant to subsection 206(3)(b)(ii) hereof, or upon the discontinuance or termination each beneficial owner of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(a) or subsection 206(3)(b)(i) hereof after which no substitute securities depository willing to undertake the functions of DTC hereunder can be found which, in the opinion of the Agency, is willing and able to undertake a Bond. In such functions upon reasonable and customary termsevent, the Bonds shall no longer be restricted to being registered in the registration books kept by the Trustee Bond Register in the name of Cede as nominee of DTCthe 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 designate, in accordance with the provisions of this Indenture. Upon the General Resolution. (4) Notwithstanding any other provision written consent of this resolution to the contrary, so long as any Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, to DTC as provided in the Representation Letter 100% of the Agency addressed to DTC, dated the date of delivery and issuance beneficial owners of the Bonds. (5) In connection with any notice or other communication to be provided to Bondholders pursuant to this resolution by the Agency or the Trustee with respect to any consent or other action to be taken by the Bondholders, the Agency or the Trustee, as in accordance with any agreement among the case may beIssuer, the Trustee, and the Securities Depository, shall establish a record date (“Record Date”) withdraw the Bonds from the Securities Depository, and authenticate and deliver Bonds fully registered to the assignees of the Securities Depository or its nominee. If the request for such consent withdrawal is not the result of any Issuer action or other action inaction, such withdrawal, authentication and give DTC notice delivery shall be at the cost and expense (including costs of printing, preparing and delivering such Record Date not less than 15 calendar days in advance Bonds) of the persons requesting such Record Date to the extent possiblewithdrawal, authentication and delivery.

Book-Entry System. (1) Except Notwithstanding anything to the contrary herein, so long as any series of the Series 2015 Bonds are being held under a book-entry system pursuant to this Section 3.18, transfers of beneficial ownership of such Bonds will be effected pursuant to rules and procedures established by the Securities Depository. The Series 2015 Bonds shall be initially issued under a book- entry system and shall be held thereunder except as provided in subparagraph 3 of this Section 206, the registered owner of all of the Bonds shall be and the Bonds shall be registered in the name of Cede & Co. (“Cede”), as nominee of 3.18. The Depository Trust Company (“DTC”). Payment of semi-annual interest for any Bonds shall be made in Federal or equivalent same day funds to the account of Cede on the interest payment date for the Bonds at the address indicated for Cede in the registry books of the Agency kept by the Trustee. (2) The Series 2015 Bonds shall be initially issued in the form of a separate single separate, authenticated, fully registered bond Series 2015 Bond for each maturity in a principal amount equal to the amount of each separate stated maturity of the Bonds. Upon initial issuancesuch maturity, the ownership of such Bond and shall be registered in on the registry books of the Agency kept by the Trustee Register in the name of Cedethe Securities Depository Nominee. So long as the book-entry system is in effect, the Securities Depository Nominee will be recognized as nominee the Holder of DTC. With respect the Series 2015 Bonds for the purposes of (i) paying the principal of, premium, if any, or interest on the Series 2015 Bonds, (ii) selecting the Series 2015 Bonds or portions thereof to Bonds registered in be redeemed, (iii) giving any notice permitted or required to be given to Holders under this Trust Agreement, (iv) registering the registry books kept transfer of Series 2015 Bonds, and (v) requesting any consent or other action to be taken by the Holders, and for all other purposes whatsoever, and neither the Trustee in nor the name of Cede, as nominee of DTC, Corporation shall be affected by any notice to the Agency and The contrary. Neither the Trustee nor the Corporation shall have no any responsibility or obligation to any participant Participant, any beneficial owner of DTC (Series 2015 Bonds or any other person claiming a “Participant”) or to any person for whom a Participant acquires an beneficial ownership interest in the Series 2015 Bonds (under or through the Securities Depository or any Participant, or any other person which is not shown on the Register as being a “Beneficial Owner”). Without limiting the immediately preceding sentence, the Agency and the Trustee shall have no responsibility or obligation Holder of Series 2015 Bonds with respect to (i) the accuracy of any records maintained by the records of DTC, Cede Securities Depository or any Participant with respect to any ownership interest in the BondsParticipant, (ii) the delivery payment to any Participantthe Securities Depository, any Beneficial Owner Participant or any other person, other than DTC, beneficial owner of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant, any Beneficial Owner or any other person, other than DTC, Series 2015 Bonds of any amount with in respect to of the principal of, or premium, if any, or interest on the Series 2015 Bonds. The Agency and the Trustee may treat as and deem DTC , (iii) any notice which is permitted or required to be given to Holders under this Trust Agreement, (iv) the absolute owner selection by the Securities Depository or any Participant or any other person to receive payment in the event of each Bond for the purpose of payment a partial redemption of the principal Series 2015 Bonds or (v) any other action taken by the Securities Depository as Holder of and premium, if any, and interest on such the Series 2015 Bonds, for the purpose of giving notices of redemption and other matters with respect to such Bonds, for the purpose of registering transfers with respect to such Bonds, and for all other purposes whatsoever. The Trustee shall pay all principal of and premium, if any, and interest on the Series 2015 Bonds only to the Securities Depository or upon the order of DTCSecurities Depository Nominee, as the case may be, and all such payments shall be valid and effective effectual to fully satisfy and discharge the Agency’s obligations with respect to the principal of and premium, if any, and interest on the Series 2015 Bonds to the extent of the sum or sums so paid. Pursuant The Securities Depository may determine to Section 307 discontinue providing its services as such with respect to the Series 2015 Bonds at any time by giving notice to the Corporation and the Trustee and discharging its responsibilities with respect thereto under applicable laws. In such event, the Corporation shall either (i) engage the services of another Securities Depository or (ii) deliver physical Series 2015 Bonds in the General Resolution, payments of principal may be made without requiring manner described below. In the surrender of event the book-entry system is discontinued or terminated with respect to the Series 2015 Bonds, and no other Securities Depository is named, then the Agency Corporation shall notify the Trustee of such event and the Securities Depository shall immediately notify the Participants of the availability, through the Securities Depository, of physical Series 2015 Bonds. In such event, the Corporation shall execute and the Trustee shall not be liable authenticate, register and deliver physical Series 2015 Bonds as requested by the Securities Depository or any Participant or beneficial owner of Series 2015 Bonds in appropriate authorized denominations in exchange for the failure Series 2015 Bonds registered in the name of DTC or Securities Depository Nominee. Notwithstanding any successor thereto other provision of this Trust Agreement to properly indicate on the contrary, so long as the Series 2015 Bonds are registered in the payment name of such principal. No person other than DTC shall receive a Bond evidencing Cede & Co., as Securities Depository Nominee, all payments with respect to the obligation of the Agency to make payments of principal of and of, premium, if any, and interest on the Series 2015 Bonds pursuant to this resolution. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the transfer provisions hereof, the word “Cede” in this resolution shall refer to such new nominee of DTC. (a) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Agency and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is not a successor securities depository), Bond certificates will be delivered as described in the General Resolution. (b) The Agency, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds if the Agency determines that: (i) DTC is unable to discharge its responsibilities with respect to the 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, as nominee of DTC, is not in the best interest of the Beneficial Owners of the Bonds. In the event that no substitute securities depository is found by the Agency or restricted registration is no longer in effect, Bond certificates will be delivered as described in the General Resolution. (c) Upon the termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(b)(ii) hereof, or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(a) or subsection 206(3)(b)(i) hereof after which no substitute securities depository willing to undertake the functions of DTC hereunder can be found which, in the opinion of the Agency, 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 as nominee of DTC, but may be registered in whatever name or names Bondholders transferring or exchanging Bonds shall designate in accordance with the provisions of the General Resolution. (4) Notwithstanding any other provision of this resolution to the contrary, so long as any Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond the Series 2015 Bonds shall be made and given, respectively, to DTC The Depository Trust Company, New York, New York, as provided in the Representation Letter of the Agency addressed to DTC, dated the date of delivery and issuance of the Bonds. (5) representation letter. In connection with any notice or other communication to be provided to Bondholders pursuant to this resolution the Holders by the Agency Corporation or the Trustee with respect to any consent or other action to be taken by the BondholdersHolders, the Agency Corporation or the Trustee, as the case may be, shall establish a record date (“Record Date”) for such consent or other action and give DTC the Securities Depository notice of such Record Date record date not less than 15 calendar days in advance of such Record Date record date to the extent possible. Section 3.19. [Reserved].

Book-Entry System. Notwithstanding anything to the contrary herein, so long as a series of Bonds is being held under a book entry system, transfers of beneficial ownership of the Bonds of such series will be effected pursuant to rules and procedures established by the Securities Depository. As long as a book entry system is in effect for a series of Bonds, the Securities Depository Nominee will be recognized as the holder of the Bonds of such series for the purposes of (1) Except as provided in subparagraph 3 of this Section 206, the registered owner of all of the Bonds shall be and the Bonds shall be registered in the name of Cede & Co. (“Cede”), as nominee of The Depository Trust Company (“DTC”). Payment of semi-annual interest for any Bonds shall be made in Federal or equivalent same day funds to the account of Cede on the interest payment date for the Bonds at the address indicated for Cede in the registry books of the Agency kept by the Trustee. (2) The Bonds shall be initially issued in the form of a separate single fully registered bond in the amount of each separate stated maturity of the Bonds. Upon initial issuance, the ownership of such Bond shall be registered in the registry books of the Agency kept by the Trustee in the name of Cede, as nominee of DTC. With respect to Bonds registered in the registry books kept by the Trustee in the name of Cede, as nominee of DTC, the Agency and The Trustee shall have no responsibility or obligation to any participant of DTC (a “Participant”) or to any person for whom a Participant acquires an interest in Bonds (a “Beneficial Owner”). Without limiting the immediately preceding sentence, the Agency and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant, any Beneficial Owner or any other person, other than DTC, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant, any Beneficial Owner or any other person, other than DTC, of any amount with respect to paying the principal of, or redemption premium, if any, or interest on such Bonds, (2) if Bonds of such series are to be redeemed in part, selecting the portions of such Bonds to be redeemed, (3) giving any notice permitted or required to be given to holders under this Indenture, (4) registering the transfer of such Bonds, and (5) requesting any consent or other action to be taken by the holders of such Bonds, and for all other purposes whatsoever, and neither the Trustee nor the Issuer shall be affected by any notice to the contrary. Neither the Trustee nor the Issuer shall have any responsibility or obligation to any participant, any beneficial owner or any other person claiming a beneficial ownership in any Bonds which are registered to a Securities Depository Nominee under or through the Securities Depository with respect to any action taken by the Securities Depository and the Securities Depository Nominee, as holder of such Bonds. The Agency Trustee shall pay all principal of, redemption premium, if any, and interest on Bonds issued under a book entry system, only to the Trustee Securities Depository, or the Securities Depository Nominee, as the case may treat as be, for such Bonds, pursuant to a letter of representations or similar agreement with the Securities Depository and deem DTC all such payments shall be valid and effectual to be fully satisfy and discharge the absolute owner of each Bond for the purpose of payment of obligations with respect to the principal of and of, redemption premium, if any, and interest on such Bonds, for the purpose of giving notices of redemption and other matters with respect to such Bonds, for the purpose of registering transfers with respect to such Bonds, and for all other purposes whatsoever. The Trustee shall pay all principal of and premium, if any, and interest on the Bonds only to or upon the order of DTC, and all such payments shall be valid and effective to fully satisfy and discharge the Agency’s obligations with respect to the principal of and premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. Pursuant to Section 307 of the General Resolution, payments of principal may be made without requiring the surrender of the Bonds, and the Agency Issuer and the Trustee shall not be liable for acknowledge that the failure of DTC or any successor thereto to properly indicate on the Bonds the payment terms and provisions of such principal. No person other than DTC letter of representations or similar agreement shall receive a Bond evidencing the obligation of the Agency to make payments of principal of and premium, if any, and interest on the Bonds pursuant to this resolution. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the transfer provisions hereof, the word “Cede” in this resolution shall refer to such new nominee of DTC. (a) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Agency and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is not a successor securities depository), Bond certificates will be delivered as described govern in the General Resolution. (b) The Agency, in its sole discretion and without the consent event of any other person, may terminate inconsistency between the services provisions of DTC with respect to the Bonds if the Agency determines that: (i) DTC is unable to discharge its responsibilities with respect to the Bonds; this Indenture and such letter of representations 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, as nominee of DTC, is not in the best interest of the Beneficial Owners of the Bondssimilar agreement. In the event that no substitute securities depository is found by the Agency or restricted registration is no longer in effectIssuer determines, Bond certificates will be delivered as described in at the General Resolution. (c) Upon the termination direction of the services Company, to discontinue the book entry system of DTC with respect to transfer for a series of Bonds, or that the interests of the beneficial owners of the Bonds pursuant to subsection 206(3)(b)(ii) hereofof such series may be adversely affected if the book entry system is continued, or upon then the discontinuance or termination Issuer shall notify the Securities Depository and the Trustee of such determination. In such event, the services Issuer shall execute and the Trustee shall authenticate, register and deliver physical certificates in authorized denominations for Bonds of DTC with respect to such series in exchange for the Bonds pursuant to subsection 206(3)(a) or subsection 206(3)(b)(i) hereof after which no substitute securities depository willing to undertake the functions of DTC hereunder can be found which, in the opinion of the Agency, 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 as nominee of DTC, but may be registered in whatever name or names Bondholders transferring or exchanging Bonds shall designate in accordance with the provisions of the General Resolution. (4) Notwithstanding any other provision of this resolution to the contrary, so long as any Bond is registered in the name of Cedethe Securities Depository Nominee, at the expense of the Company, to such Persons, and in such maturities and principal amounts, as nominee may be designated by the Securities Depository, but without any liability on the part of DTCthe Issuer, all payments with respect to the principal Company or the Trustee for the accuracy of and premiumsuch designation; provided, if anyin addition, and interest on that any Bonds of such Bond and all notices with respect to such Bond series shall be made and givenin registered form within the meaning of Section 149(a) of the Code. In the event that the Securities Depository for a series of Bonds discontinues providing its services, respectivelythe Issuer, to DTC as provided at the direction of the Company, shall either engage the services of another Securities Depository or deliver physical certificates in the Representation Letter manner described in clause (e) above; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Agency addressed to DTC, dated the date of delivery and issuance of the Bonds. (5) Code. In connection with any notice or other communication to be provided to Bondholders pursuant to this resolution the holders of a series of Bonds by the Agency Issuer or by the Trustee with respect to any consent or other action to be taken by the Bondholdersholders, the Agency Issuer or the Trustee, as the case may be, shall establish a record date (“Record Date”) for such consent or other action and give DTC the Securities Depository Nominee notice of such Record Date record date not less than 15 calendar fifteen (15) days in advance of such Record Date record date to the extent possible.

Book-Entry System. (1a) Except as provided in subparagraph 3 of this Section 206Unless otherwise determined by the Issuer, the registered owner of all of the Bonds shall be and the Bonds shall be registered in the name of Cede & Co. (“Cede”), as nominee of The Depository Trust Company (“DTC”). Payment of semi-annual interest for any Bonds shall be made in Federal or equivalent same day funds to the account of Cede on the interest payment date for the Bonds at the address indicated for Cede in the registry books of the Agency kept by the Trustee. (2) The Bonds shall be initially issued in the form of a separate single certificated fully registered bond in the amount of each separate stated maturity of the Bonds. Upon initial issuanceBond, the ownership of such Bond shall be registered in the registry books of the Agency kept by the Trustee in the name of Cede, as nominee of DTC. With respect to Bonds registered in the registry books kept by the Trustee in the name of CedeCede & Co., as nominee of DTC, or any successor nominee (the Agency "Nominee"). The actual owners of the Bonds (the "Beneficial Owners") will not receive -27- Port of Xxxxxx Series 1998A Trust Indenture physical delivery of Bond certificates except as provided herein. Except as provided in paragraph (d) below, all of the Outstanding Bonds shall be so registered in the registration books kept by the registrar, and The the provisions of this Section shall apply thereto. (b) With respect to Bonds registered on the registration books kept by the Registrar in the name of the Nominee, the Issuer, the Company, the Paying Agent, the Trustee and the Remarketing Agent shall have no responsibility or obligation to any participant of DTC (a “Participant”) Participant or to any person for whom a Participant acquires an interest in Bonds (a “the Beneficial Owner”)Owners. Without limiting the immediately preceding sentence, the Agency Issuer, the Company, the Paying Agent, the Trustee and the Trustee Remarketing Agent shall have no responsibility or obligation to DTC, any DTC Participant or any Beneficial Owner with respect to (i1) the accuracy of the records of DTC, Cede the Nominee or any DTC Participant with respect to any ownership interest in the Bonds, (ii2) the delivery to any Participant, any Beneficial Owner by DTC or any other person, other than DTC, DTC Participant of any notice with respect to the Bonds, including any notice of redemption, or (iii3) the payment to any Participant, any DTC Participant or Beneficial Owner or any other person, other than DTC, of any amount with respect to the principal or purchase price of, or premium, if any, or interest on on, the Bonds. The Agency Issuer, the Company, the Paying Agent, the Trustee and the Trustee Remarketing Agent may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and deem DTC to be the absolute owner of each such Bond for the purpose of payment of the principal of and premiumpurchase price, if any, premium and interest on with respect to such BondsBond, for the purpose of giving notices of redemption and other matters with respect to such BondsBond, for the purpose of registering transfers with respect to such BondsBond, and for all other purposes whatsoever. The Trustee Paying Agent shall pay all principal of and premium, premium if any, and interest on on, the Bonds only to or upon the order of DTCthe respective Owners, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Agency’s Issuer's obligations with respect to the payment of principal of of, and premium, if any, and interest on on, the Bonds to the extent of the sum or sums so paid. Pursuant to Section 307 of the General Resolution, payments of principal may be made without requiring the surrender of the Bonds, and the Agency and the Trustee shall not be liable for the failure of DTC or any successor thereto to properly indicate on the Bonds the payment of such principal. No person other than DTC an Owner, as shown in the registration books kept by the Registrar, shall receive a certificated Bond evidencing the obligation of the Agency Issuer to make payments of principal of and premium, premium if any, and interest on the Bonds pursuant to this resolution. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the transfer provisions hereof, the word “Cede” in this resolution shall refer to such new nominee of DTCIndenture. (ac) The Issuer, the Paying Agent, the Remarketing Agent and the Trustee shall execute and deliver to DTC a letter of representations in customary form with respect to the Bonds in book-entry form (the "DTC Representation Letter"), but such DTC Representation Letter shall not in any way limit the provisions of the foregoing paragraph (b) or in any other way impose upon the Issuer, the Trustee or the Paying Agent any obligation whatsoever with respect to persons having interests in the Bonds other than the Owners, as shown on the registration books kept by the Registrar. The Trustee, the Remarketing Agent and the Paying Agent shall take all action necessary for all representations of the Issuer in the DTC Representation Letter with respect to the Trustee, the Remarketing Agent and the Paying Agent to be compiled with at all times, including but not limited to, the giving of all notices required under the DTC Representation Letter. The Trustee and Paying Agent are hereby authorized by the Issuer to enter into the DTC Representation Letter. (d) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written reasonable notice to the Agency Issuer or the Trustee and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is not a successor securities depository)The Issuer, Bond certificates will be delivered as described in the General Resolution. (b) The Agency, in its sole discretion and without with the consent of any other personthe -28- Port of Xxxxxx Series 1998A Trust Indenture Company, may terminate the services of DTC with respect to the Bonds if the Agency determines that: (i) DTC is unable to discharge its responsibilities with respect to the 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, as nominee of DTC, is not in the best interest of the Beneficial Owners of the Bonds. In the event that no substitute securities depository is found by the Agency or restricted registration is no longer in effect, Bond certificates will be delivered as described in the General Resolution. (c) Upon the termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(b)(ii) hereof, or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(a) or subsection 206(3)(b)(i) hereof after which no Bonds, unless a substitute securities depository willing is appointed to undertake the functions of DTC hereunder can be found whichhereunder, in the opinion Issuer, at the expense of the AgencyCompany, is willing obligated to deliver Bond certificates to the Beneficial Owners of such Bonds, as described in this Indenture, 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 Registrar in the name of Cede as nominee of DTCthe Nominee, but may be registered in whatever name or names Bondholders Owners transferring or exchanging Bonds shall designate designate, in accordance with the provisions of the General Resolutionthis Indenture. (4e) Notwithstanding any other provision of this resolution Indenture to the contrary, so long as any Bond is registered in the name of Cede, as nominee of DTCthe Nominee, all payments with respect to the principal or purchase price of and premiumor, premium if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, to DTC as in the manner provided in the DTC Representation Letter Letter. Owners shall have no lien or security interest in any rebate or refund paid by DTC to the Paying Agent which arises from the payment by the Paying Agent of principal of, or premium, if any, or interest on, the Agency addressed Bonds in immediately available funds to DTC, dated the date of delivery and issuance of the Bonds. (5f) In So long as any Bond is held in book-entry form a Beneficial Owner (through its DTC Participant) shall give notice to the Trustee to elect to have its Bonds purchased, and shall effect delivery of such Bonds by causing such DTC Participant to transfer its interest in the Bonds equal to such Beneficial Owner's interest on the records of DTC to the Trustee's participant account with DTC. The requirement for physical delivery of the Bonds in connection with any notice or other communication to be provided to Bondholders purchase pursuant to this resolution Section 3.01 and Section 3.02 hereof shall be deemed satisfied when the ownership rights in the Bonds are transferred by DTC Participants on the Agency or the Trustee with respect records of DTC to any consent or other action to be taken by the Bondholders, the Agency or the Trustee, as the case may be, shall establish a record date (“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's participant account.

Book-Entry System. Except as otherwise provided in a Supplemental Trust Agreement, upon the initial issuance and delivery of the Bonds after January 1, 2006, such Additional Bonds (1referred to in this section as “Book Entry Bonds”) shall be issued in the name of the Securities Depository or its nominee, as registered owner of the Bonds, and held in the custody of the Securities Depository.‌ (A) Except as provided in subparagraph 3 subsections B and C of this Section 206Section, the registered owner Holder of all of the Book Entry Bonds shall be be, and the Book Entry Bonds shall be registered in the name of of, Cede & Co. (“Cede”)Co., as nominee of The Depository Trust Company (“DTC”). Payment of semi-annual interest for any Bonds Book Entry Bond, as applicable, shall be made in Federal or equivalent same day funds accordance with the provisions of this Trust Agreement to the account of Cede Cede, on the interest payment date Interest Payment Date for the Book Entry Bonds at the address indicated for Cede in the registry registration books of the Agency Authority kept by the TrusteeTrustee as bond registrar (the “Bond Registrar”). (2B) The Book Entry Bonds shall be initially issued in the form of a separate single fully registered bond Bond in the amount of each separate stated maturity of the Book Entry Bonds. Upon initial issuance, the ownership of each such Book Entry Bond shall be registered in the registry registration books of the Agency kept by the Trustee Bond Registrar in the name of Cede, as nominee of DTC. With respect to Book Entry Bonds so registered in the registry books kept by the Trustee in the name of Cede, as nominee of DTCthe Authority, the Agency Bond Registrar and The Trustee any Paying Agent shall have no responsibility or obligation to any participant of DTC (a “Participant”) Participant or to any person for whom a Participant acquires an interest in Bonds (a “Beneficial Owner”)Owner of any of such Book Entry Bonds. Without limiting the immediately preceding sentence, the Agency Authority, the Bond Registrar and the Trustee any Paying Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede or any DTC Participant with respect to any beneficial ownership interest in the Book Entry 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 Book Entry Bonds, 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 principal or Redemption Price of, or premiuminterest on, if anyany of the Book Entry Bonds, (iv) the selection by DTC and the DTC Participants of the beneficial interests in Book Entry Bonds of a maturity to be redeemed in the event such Book Entry Bonds are redeemed in part, or interest on (v) any consent given or other action taken by DTC as the Holder of the Book Entry Bonds. The Agency Authority, the Bond Registrar and the Trustee any Paying Agent may treat as DTC as, and deem DTC to be be, the absolute owner Holder of each Book Entry Bond for the purpose of all purposes whatsoever, including (but not limited to) (a) payment of the principal of and premium, if anyor Redemption Price of, and interest on on, each such BondsBook Entry Bond, for the purpose of (b) giving notices of redemption and other matters with respect to such Book Entry Bonds, for the purpose of (c) registering transfers with respect to such Book Entry Bonds, (d) selecting Book Entry Bonds, or portions thereof, to be redeemed, and for (e) obtaining any consent or other action to be taken by Holders, and the Authority, the Bond Registrar and any Paying Agent shall not be affected by any notice to the contrary. In the event of a redemption of all other purposes whatsoeveror a portion of a Book Entry Bond, DTC, in its discretion (i) may request the Trustee to authenticate and deliver a new Book Entry Bond, or (ii) if DTC is the sole Owner of such Book Entry Bond, shall make an appropriate notation on the Book Entry Bond indicating the date and amounts of the reduction in principal thereof resulting from such redemption, except in the case of final payment, in which case such Book Entry Bond must be presented to the Trustee prior to payment. The Trustee Paying Agent shall pay all the principal of and premium, if anyor Redemption Price of, and interest on the on, all Book Entry Bonds only to or upon the order of DTC, and all such payments payment shall be valid and effective to satisfy fully satisfy and discharge the AgencyAuthority’s obligations with respect to the such principal of or Redemption Price and premiuminterest, if any, and interest on the Bonds to the extent of the sum or sums so paid. Pursuant to Except as provided in Section 307 of the General Resolution2.04(E), payments of principal may be made without requiring the surrender of the Bonds, and the Agency and the Trustee shall not be liable for the failure of DTC or any successor thereto to properly indicate on the Bonds the payment of such principal. No no person other than DTC shall receive a Book Entry Bond evidencing the obligation of the Agency Authority to make payments of principal of and premium, if anyor Redemption Price of, and interest on the Bonds on, any such Book Entry Bond pursuant to this resolutionTrust Agreement. Upon delivery by DTC to the Trustee Bond Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the transfer provisions hereofof this Trust Agreement, the word “Cede” in this resolution Trust Agreement shall refer to such new nominee of DTC. Except as provided in Section 2.04(E), and notwithstanding any other provisions of this Trust Agreement to the contrary, the Book Entry Bonds may be registered, in whole but not in part, only in the name of the DTC or a nominee of DTC or to any successor securities depository appointed pursuant to this Section 2.04 or any nominee thereof. In order to qualify the Book Entry Bonds for DTC’s book-entry system, the Authority may execute and deliver to DTC a letter of representations required by DTC. The execution and delivery of such letter of representations shall not in any way impose upon the Authority, the Trustee, the Bond Registrar or any Paying Agent any obligation whatsoever with respect to persons having interests in such Book Entry Bonds other than DTC as the Registered Owner. Such letter of representations may provide the time, form, content and manner of transmission, of notices to DTC. (aC) DTC may determine to discontinue providing its services with respect to the Book Entry Bonds at any time by giving written notice to the Agency Authority, the Bond Registrar and discharging the Paying Agent, which notice shall certify that DTC has discharged its responsibilities with respect thereto to the Book Entry Bonds under applicable law. Under such circumstances (if there is not a successor securities depository), Bond certificates will be delivered as described in the General Resolution. (bD) The AgencyAuthority, in its sole discretion and without the consent of any other person, and upon compliance with any agreements between the Authority and DTC (including a letter of representations), may terminate request termination of the services of DTC with respect to the Book Entry Bonds if the Agency Authority determines that: : (i) DTC is unable to discharge its responsibilities with respect to the Book Entry Bonds; or (ii) a continuation of the requirement that all of the Outstanding Book Entry Bonds be registered in the registration books kept by the Trustee Bond Registrar in the name of Xxxx, as nominee of DTC, is not in the best interest of the Beneficial Owner of the Book Entry Bonds. Current DTC rules provide that upon receipt of such a request, DTC will take the following actions: (i) DTC will issue an “Important Notice” notifying its Participants of the receipt of a withdrawal request from the Authority reminding Participants that they may utilize DTC’s withdrawal procedures if they wish to withdraw their securities from DTC; and (ii) DTC will process withdrawal requests submitted by Participants in the ordinary course of business, but will not effectuate withdrawals based upon a request from the Authority. The Authority shall, by written notice to the Bond Registrar, terminate the services of DTC with respect to the Book Entry Bonds upon receipt by the Authority, the Bond Registrar and the Paying Agent of written notice from DTC to the effect that DTC has received written notice from DTC Participants having interests, as shown in the records of DTC, in an aggregate principal amount of not less than fifty percent (50%) of the aggregate principal amount of the Outstanding Book Entry Bonds to the effect that: (i) DTC is unable to discharge its responsibilities with respect to the Book Entry Bonds; or (ii) a continuation of the requirement that all of the Outstanding Book Entry Bonds be registered in the registration books kept by Registrar, in the name of Cede, as nominee of DTC, is not in the best interest interests of the Beneficial Owners Owner of the Book Entry Bonds. In the event that no substitute securities depository is found by the Agency or restricted registration is no longer in effect, Bond certificates will be delivered as described in the General Resolution. (cE) Upon the termination of the services of DTC with respect to the Book Entry Bonds pursuant to subsection 206(3)(b)(ii) hereof(D), or upon the discontinuance or termination of the services of DTC with respect to the Book Entry Bonds pursuant to subsection 206(3)(a(B) or subsection 206(3)(b)(i) hereof after which no (C), the Authority may within 90 days thereafter appoint a substitute securities depository Securities Depository which, in the opinion of the Authority, is willing and able to undertake the functions of DTC hereunder can be found which, in the opinion of the Agency, is willing and able to undertake such functions upon reasonable and customary terms. If no such successor can be found within such period, the Book Entry Bonds shall no longer be restricted to being registered in the registration books kept by the Trustee Bond Registrar, in the name of Cede Cede, as nominee of DTC. In such event the Authority shall execute and the Bond Registrar shall authenticate Book Entry Bond certificates as requested by DTC of like principal amount, but may be registered maturity and Series, in whatever name or names Bondholders transferring or exchanging Bonds authorized denominations and the Bond Registrar shall designate deliver such certificates at its corporate trust office to the Beneficial Owners identified in accordance with writing by the provisions Securities Depository in replacement of such beneficial owners’ beneficial interests in the General ResolutionBook Entry Bonds. (4F) Notwithstanding any other provision of this resolution Trust Agreement to the contrary, so long as any Book Entry Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to the principal of and premium, if anyor Redemption Price of, and interest on on, such Book Entry Bond and all notices with respect to such Book Entry Bond shall be made and given, respectively, to DTC as provided in the Representation Letter registered Holder of the Agency addressed to DTC, dated the date of delivery and issuance of the such Bonds. (5G) In connection with any notice or other communication to be provided to Bondholders Holders of Book Entry Bonds registered in the name of Cede pursuant to this resolution Trust Agreement by the Agency Authority or the Trustee Bond Registrar with respect to any consent or other action to be taken by the Bondholderssuch Holders, the Agency or the Trustee, as the case may be, Authority shall establish a record date (“Record Date”) for such consent or other action by such Holders and give DTC notice of such Record Date record date not less than 15 fifteen (15) calendar days in advance of such Record Date record date to the extent possible. NEITHER THE AUTHORITY NOR THE REGISTRAR WILL HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO THE DTC PARTICIPANTS OR THE BENEFICIAL OWNERS WITH RESPECT TO (1) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DTC PARTICIPANT; (2) THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL AMOUNT, SINKING FUND INSTALLMENT FOR, REDEMPTION PRICE OF OR INTEREST ON THE BOOK ENTRY BONDS; (3) THE DELIVERY BY DTC OR ANY DTC PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE BOND RESOLUTION TO BE GIVEN TO BONDHOLDERS; (4) THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BOOK ENTRY BONDS; OR (5) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY CEDE & CO. AS THE NOMINEE OF DTC, AS REGISTERED OWNER. SO LONG AS CEDE & CO IS THE REGISTERED OWNER OF THE BOOK ENTRY BONDS, AS NOMINEE OF DTC, REFERENCES HEREIN TO THE BONDHOLDERS OR REGISTERED HOLDERS OF THE BOOK ENTRY BONDS SHALL MEAN CEDE & CO. AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE BOOK ENTRY BONDS.

Book-Entry System. (1a) Except as provided in subparagraph 3 Prior to the issuance of this Section 206a Series of Bonds, the registered owner Community Facilities District may provide that such Series of all of Bonds shall initially be issued as Book-Entry Bonds, and in such event, the Bonds of such Series for each maturity date shall be and the Bonds shall be registered in the name of Cede & Co. (“Cede”), as nominee of The Depository Trust Company (“DTC”). Payment of semi-annual interest for any Bonds shall be made in Federal or equivalent same day funds to the account of Cede on the interest payment date for the Bonds at the address indicated for Cede in the registry books of the Agency kept by the Trustee. (2) The Bonds shall be initially issued in the form of a separate single fully fully-registered bond in the amount of each separate stated maturity of the BondsBond (which may be typewritten). Upon initial issuance, the ownership of each such Bond of such Series shall be registered in the registry books of the Agency kept by the Trustee Registration Books in the name of Cedethe Nominee, as nominee of DTCthe Depository. With respect to The Series 2014 Bonds shall initially be issued as Book-Entry Bonds. Payment of principal of, and interest and premium, if any, on, any Book-Entry Bond registered in the registry books kept by the Trustee in the name of Cedethe Nominee shall be made on the applicable payment date by wire transfer of New York clearing house or equivalent next day funds or by wire transfer of same day funds to the account of the Nominee. Such payments shall be made to the Nominee at the address which is, as nominee of DTCon the Record Date, shown for the Nominee in the Registration Books. (b) With respect to Book-Entry Bonds, the Agency Community Facilities District and The the Trustee shall have no responsibility or obligation to any participant of DTC (a “Participant”) Participant or to any person for whom Person on behalf of which such a Participant acquires holds an interest in Bonds (a “Beneficial Owner”)such Book-Entry Bonds. Without limiting the immediately preceding sentence, the Agency Community Facilities District and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTCthe Depository, Cede the Nominee or any Participant with respect to any ownership interest in the Book-Entry Bonds, (ii) the delivery to any Participant, any Beneficial Owner Participant or any other personPerson, other than DTCan Owner as shown in the Registration Books, of any notice with respect to the Book-Entry Bonds, including any notice of redemption, or (iii) the payment to any Participant, any Beneficial Owner or any other person, other than DTC, selection by the Depository and its Participants of any amount with respect to the principal of, or premium, if any, or interest on the Bonds. The Agency and the Trustee may treat as and deem DTC beneficial interests in Book-Entry Bonds of a maturity to be the absolute owner of each Bond for the purpose of payment of the principal of and premium, if any, and interest on such Bonds, for the purpose of giving notices of redemption and other matters with respect to such Bonds, for the purpose of registering transfers with respect to such Bonds, and for all other purposes whatsoever. The Trustee shall pay all principal of and premium, if any, and interest on the Bonds only to or upon the order of DTC, and all such payments shall be valid and effective to fully satisfy and discharge the Agency’s obligations with respect to the principal of and premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. Pursuant to Section 307 of the General Resolution, payments of principal may be made without requiring the surrender of the Bonds, and the Agency and the Trustee shall not be liable for the failure of DTC or any successor thereto to properly indicate on the Bonds the payment of such principal. No person other than DTC shall receive a Bond evidencing the obligation of the Agency to make payments of principal of and premium, if any, and interest on the Bonds pursuant to this resolution. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the transfer provisions hereof, the word “Cede” in this resolution shall refer to such new nominee of DTC. (a) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Agency and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is not a successor securities depository), Bond certificates will be delivered as described redeemed in the General Resolution. (b) The Agency, event such Book-Entry Bonds are redeemed in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds if the Agency determines that: (i) DTC is unable to discharge its responsibilities with respect to the 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, as nominee of DTC, is not in the best interest of the Beneficial Owners of the Bonds. In the event that no substitute securities depository is found by the Agency or restricted registration is no longer in effect, Bond certificates will be delivered as described in the General Resolution. (c) Upon the termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(b)(ii) hereof, or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(a) or subsection 206(3)(b)(i) hereof after which no substitute securities depository willing to undertake the functions of DTC hereunder can be found which, in the opinion of the Agency, 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 as nominee of DTC, but may be registered in whatever name or names Bondholders transferring or exchanging Bonds shall designate in accordance with the provisions of the General Resolution. (4) Notwithstanding any other provision of this resolution to the contrary, so long as any Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, to DTC as provided in the Representation Letter of the Agency addressed to DTC, dated the date of delivery and issuance of the Bonds. (5) In connection with any notice or other communication to be provided to Bondholders pursuant to this resolution by the Agency or the Trustee with respect to any consent or other action to be taken by the Bondholders, the Agency or the Trustee, as the case may be, shall establish a record date (“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.part,

Book-Entry System. (1) Except as provided in subparagraph 3 Prior to the issuance of this Section 206any Series of Bonds issued hereunder, the registered owner Agency may provide that such Series of all of the Bonds shall be and the Bonds shall be registered in the name of Cede & Co. (“Cede”), as nominee of The Depository Trust Company (“DTC”). Payment of semi-annual interest for any Bonds shall be made in Federal or equivalent same day funds to the account of Cede on the interest payment date for the Bonds at the address indicated for Cede in the registry books of the Agency kept by the Trustee. (2a) The Bonds shall be initially issued as Book-Entry Bonds, and in such event, each maturity of such Series shall be in the form of a separate single fully registered bond in the amount of each separate stated maturity of the BondsBond (which may be typewritten). Upon initial issuance, the ownership of each such Bond shall be registered in the registry books of the Agency kept by the Trustee bond register in the name of Cedethe Nominee, as nominee of DTCthe Depository. With respect to Bonds registered in the registry books kept by the Trustee in the name of Cede, as nominee of DTCBook-Entry Bonds, the Agency and The the Trustee shall have no responsibility or obligation to any participant of DTC (a “Participant”) Participant or to any person for whom on behalf of which such a Participant acquires holds an interest in Bonds (a “Beneficial Owner”)such Book-Entry Bonds. Without limiting the immediately preceding sentence, the Agency and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTCthe Depository, Cede the Nominee, or any Participant with respect to any ownership interest in the Book-Entry Bonds, (ii) the delivery to any Participant, any Beneficial Owner Participant or any other person, other than DTCan Owner as shown in the bond register, of any notice with respect to the Book-Entry Bonds, including any notice of redemption, or (iii) the selection by the Depository and its Participants of the beneficial interests in Book-Entry Bonds to be redeemed in the event the Agency redeems such in part, or (iv) the payment to of any Participant, any Beneficial Owner Participant or any other person, other than DTCan Owner as shown in the bond register, of any amount with respect to the principal or Accreted Value of, or premium, if any, or interest on the Book-Entry Bonds. The Agency and the Trustee may treat and consider the person in whose name each Book-Entry Bond is registered in the bond register as and deem DTC to be the absolute owner Owner of each such Book-Entry Bond for the purpose of payment of the principal of and premiumprincipal, if any, premium and interest on with respect to such BondsBond, for the purpose of giving notices of redemption and other matters with respect to such BondsXxxx, for the purpose of registering transfers with respect to such BondsBond, and for all other purposes whatsoever. The Trustee shall pay all principal of and or Accreted Value of, premium, if any, and interest on the Bonds only to or upon the order of DTCthe respective Owner, as shown in the bond register, or his respective attorney duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Agency’s obligations with respect to the payment of principal of and or Accreted Value of, premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. Pursuant to Section 307 of the General Resolution, payments of principal may be made without requiring the surrender of the Bonds, and the Agency and the Trustee shall not be liable for the failure of DTC or any successor thereto to properly indicate on the Bonds the payment of such principal. No person other than DTC an Owner, as shown in the bond register, shall receive a Bond evidencing the obligation of the Agency to make payments of principal of and principal, premium, if any, and interest on the Bonds pursuant to this resolutionIndenture. Upon delivery by DTC the Depository to the Owner, Trustee and Agency of written notice to the effect that DTC the Depository has determined to substitute a new nominee in place of Cedethe Nominee, and subject to the transfer provisions hereofherein with respect to record dates, the word “Cede” Nominee in this resolution Indenture shall refer to such new nominee of DTCthe Depository. (a) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Agency and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is not a successor securities depository), Bond certificates will be delivered as described in the General Resolution. (b) The Agency, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds if the Agency determines that: (i) DTC is unable to discharge its responsibilities with respect to the 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, as nominee of DTC, is not in the best interest of the Beneficial Owners of the Bonds. In the event that no substitute securities depository is found by the Agency or restricted registration is no longer in effect, Bond certificates will be delivered as described in the General Resolution. (c) Upon the termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(b)(ii) hereof, or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(a) or subsection 206(3)(b)(i) hereof after which no substitute securities depository willing to undertake the functions of DTC hereunder can be found which, in the opinion of the Agency, 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 as nominee of DTC, but may be registered in whatever name or names Bondholders transferring or exchanging Bonds shall designate in accordance with the provisions of the General Resolution. (4) Notwithstanding any other provision of this resolution to the contrary, so long as any Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, to DTC as provided in the Representation Letter of the Agency addressed to DTC, dated the date of delivery and issuance of the Bonds. (5) In connection with any notice or other communication to be provided to Bondholders pursuant to this resolution by the Agency or the Trustee with respect to any consent or other action to be taken by the Bondholders, the Agency or the Trustee, as the case may be, shall establish a record date (“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.

Book-Entry System. (1) Except DTC shall act as provided in subparagraph 3 of this Section 206, the registered owner of all initial Depository for the Bonds. One Bond for each maturity of the Bonds shall be initially executed, authenticated, and delivered as set forth herein with a separate fully registered certificate (in print or typewritten form). Upon initial execution, authentication, and delivery, the ownership of the Bonds shall be registered in the Bond Register in the name of Cede & Co. (“Cede”)Co., as nominee of DTC or such nominee as DTC shall appoint in writing. The Depository Trust Company (“DTC”). Payment representatives of semi-annual interest for the County and the Fiscal Agent are hereby authorized to take any and all actions as may be necessary and not inconsistent with this Agreement to qualify the Bonds shall be made in Federal or equivalent same day funds to the account of Cede on the interest payment date for the Bonds at Depository’s book-entry system, including the address indicated for Cede in the registry books execution of the Agency kept by the Trustee. (2) The Bonds shall be initially issued in the form of a separate single fully registered bond in the amount of each separate stated maturity of the Bonds. Upon initial issuance, the ownership of such Bond shall be registered in the registry books of the Agency kept by the Trustee in the name of Cede, as nominee of DTCDepository’s required representation letter. With respect to Bonds registered in the registry books kept by the Trustee Bond Register in the name of CedeCede & Co., as nominee of DTC, neither the Agency and The Trustee County nor the Fiscal Agent shall have no any responsibility or obligation to any participant of broker-dealer, bank, or other financial institution for which DTC holds Bonds as Depository from time to time (a the “ParticipantDTC Participants”) or to any person for whom which a DTC Participant acquires an interest in the Bonds (a the “Beneficial OwnerOwners”). Without limiting the immediately preceding sentence, neither the Agency and County nor the Trustee Fiscal Agent shall have no 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 Owner, or any other person, other than DTC, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the selection by the Depository of the beneficial interests in the Bonds to be redeemed in the event the County elects to redeem the Bonds in part, (iv) the payment to any DTC Participant, any Beneficial Owner Owner, or any other person, other than DTC, of any amount with respect to the principal of, or premium, if any, of or interest on the Bonds, or (v) any consent given or other action taken by the Depository as Owner of the Bonds. The Agency and Except as set forth above, the Trustee Fiscal Agent may treat as and deem DTC to be the absolute owner Owner of each Bond for which DTC is acting as Depository for the purpose of payment of the principal of and premium, if any, and interest on such Bonds, for the purpose of giving notices of redemption and other matters with respect to such Bonds, for the purpose of registering transfers with respect to such Bonds, and for all other purposes whatsoever. The Trustee Fiscal Agent shall pay all principal of and premium, if any, and interest on the Bonds only to or upon the order of DTCthe Owners as shown on the Bond Register, and all such payments shall be valid and effective to fully satisfy and discharge the Agency’s all obligations with respect to the principal of and premium, if any, and interest on the Bonds to the extent of the sum or sums amounts so paid. Pursuant to Section 307 of the General Resolution, payments of principal may be made without requiring the surrender of the Bonds, and the Agency and the Trustee shall not be liable for the failure of DTC or any successor thereto to properly indicate on the Bonds the payment of such principal. No person other than DTC an Owner, as shown on the Bond Register, shall receive a Bond evidencing the obligation of the Agency to make payments of principal of and premium, if any, and interest on the Bonds pursuant to this resolutionphysical Bond. Upon delivery by DTC to the Trustee Fiscal Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of CedeCede & Co., and subject to the transfer provisions in Section 2.06 hereof, the word references to “CedeCede & Co.” in this resolution Section 2.13 shall refer to such new nominee of DTC. (a) . DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Agency Fiscal Agent during any time that the Bonds are Outstanding, and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is not a successor securities depository), Bond certificates will be delivered as described in the General Resolution. (b) The Agency, in its sole discretion and without the consent of any other person, County may terminate the services of DTC with respect to the Bonds if the Agency it determines that: (i) that DTC is unable to discharge its responsibilities with respect to the Bonds; Bonds or (ii) a that continuation of the requirement that all system of book-entry transfers through DTC is not in the best interest of the Outstanding Bonds be registered Beneficial Owners, and the County shall mail notice of such termination to the Fiscal Agent. Upon the termination of the services of DTC as provided in the registration books kept by previous paragraph, and if no substitute Depository willing to undertake the Trustee in functions hereunder can be found which is willing and able to undertake such functions upon reasonable or customary terms, or if the name of Cede, as nominee of DTC, County determines that it is not in the best interest of the Beneficial Owners of the Bonds. In the event Bonds that no substitute securities depository is found by the Agency or restricted registration is no longer in effect, Bond certificates will they be delivered as described in the General Resolution. (c) Upon the termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(b)(ii) hereof, or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(a) or subsection 206(3)(b)(i) hereof after which no substitute securities depository willing to undertake the functions of DTC hereunder can be found which, in the opinion of the Agency, is willing and able to undertake such functions upon reasonable and customary termsobtain certificated Bonds, the Bonds shall no longer be restricted to being registered in the registration books kept by the Trustee Bond Register in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or names Bondholders transferring or exchanging Bonds the Owners shall designate at that time, in accordance with Section 2.06. To the provisions of extent that the General Resolution. (4) Notwithstanding any other provision of this resolution to Beneficial Owners are designated as the contrarytransferee by the Owners, so long as any Bond is registered in accordance with Section 2.06, the name of Cede, as nominee of DTC, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect Bonds will be delivered to such Bond shall be made and given, respectively, to DTC Beneficial Owners as provided in the Representation Letter of the Agency addressed to DTC, dated the date of delivery and issuance of the Bondssoon as practicable. (5) In connection with any notice or other communication to be provided to Bondholders pursuant to this resolution by the Agency or the Trustee with respect to any consent or other action to be taken by the Bondholders, the Agency or the Trustee, as the case may be, shall establish a record date (“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.

Book-Entry System. (1a) Except as provided in subparagraph 3 Prior to the issuance of this Section 206a Series of Bonds, the registered owner Community Facilities District may provide that such Series of all of Bonds shall initially be issued as Book- Entry Bonds, and in such event, the Bonds of such Series for each maturity date shall be and the Bonds shall be registered in the name of Cede & Co. (“Cede”), as nominee of The Depository Trust Company (“DTC”). Payment of semi-annual interest for any Bonds shall be made in Federal or equivalent same day funds to the account of Cede on the interest payment date for the Bonds at the address indicated for Cede in the registry books of the Agency kept by the Trustee. (2) The Bonds shall be initially issued in the form of a separate single fully fully-registered bond in the amount of each separate stated maturity of the BondsBond (which may be typewritten). Upon initial issuance, the ownership of each such Bond of such Series shall be registered in the registry books of the Agency kept by the Trustee Registration Books in the name of Cedethe Nominee, as nominee of DTCthe Depository. The Series 2024 Bonds shall initially be issued as Book-Entry Bonds. (b) With respect to Bonds registered in the registry books kept by the Trustee in the name of Cede, as nominee of DTCBook-Entry Bonds, the Agency Community Facilities District and The the Trustee shall have no responsibility or obligation to any participant of DTC (a “Participant”) Participant or to any person for whom Person on behalf of which such a Participant acquires holds an interest in Bonds (a “Beneficial Owner”)such Book-Entry Bonds. Without limiting the immediately preceding sentence, the Agency Community Facilities District and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTCthe Depository, Cede the Nominee or any Participant with respect to any ownership interest in the Book-Entry Bonds, (ii) the delivery to any Participant, any Beneficial Owner Participant or any other personPerson, other than DTCan Owner as shown in the Registration Books, of any notice with respect to the Book-Entry Bonds, including any notice of redemption, or (iii) the selection by the Depository and its Participants of the beneficial interests in Book-Entry Bonds of a maturity to be redeemed in the event such Book-Entry Bonds are redeemed in part, (iv) the payment to any Participant, any Beneficial Owner Participant or any other personPerson, other than DTCan Owner as shown in the Registration Books, of any amount with respect to the principal of, or premium, if any, or interest on Book-Entry Bonds, or (v) any consent given or other action taken by the Bonds. Depository as Owner. (c) The Agency Community Facilities District and the Trustee may treat and consider the Person in whose name each Book-Entry Bond is registered in the Registration Books as and deem DTC to be the absolute owner Owner of each such Book-Entry Bond for the purpose of payment of the principal of of, and premium, if any, and interest on such Bond, for the purpose of selecting any Bonds, or portions thereof, to be redeemed, for the purpose of giving notices of redemption and other matters with respect to such BondsBook-Entry Bond, for the purpose of registering transfers with respect to such BondsBook-Entry Bond, for the purpose of obtaining any consent or other action to be taken by Owners and for all other purposes whatsoever. , and the Community Facilities District and the Trustee shall not be affected by any notice to the contrary. (d) In the event of a redemption of all or a portion of a Book-Entry Bond, the Depository, in its discretion (i) may request the Trustee to authenticate and deliver a new Book-Entry Bond, or (ii) if the Depository is the sole Owner of such Book-Entry Bond, shall make an appropriate notation on the Book-Entry Bond indicating the date and amounts of the reduction in principal thereof resulting from such redemption, except in the case of final payment, in which case such Book-Entry Bond must be presented to the Trustee prior to payment. (e) The Trustee shall pay all principal of of, and premium, if any, and interest on the Book-Entry Bonds only to or “upon the order of DTC(as that term is used in the Uniform Commercial Code as adopted in the State) the respective Owner, as shown in the Registration Books, or such Owner’s respective attorney duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Agency’s obligations with respect to the payment of principal of of, and premium, if any, and interest on the Book-Entry Bonds to the extent of the sum or sums so paid. Pursuant to Section 307 of the General Resolution, payments of principal may be made without requiring the surrender of the Bonds, and the Agency and the Trustee shall not be liable for the failure of DTC or any successor thereto to properly indicate on the Bonds the payment of such principal. No person Person other than DTC an Owner, as shown in the Registration Books, shall receive a Bond evidencing the obligation of the Agency to make payments of principal of and premium, if any, and interest on the Bonds pursuant to this resolutionan authenticated Book-Entry Bond. Upon delivery by DTC the Depository to the Owners, the Community Facilities District and the Trustee of written notice to the effect that DTC the Depository has determined to substitute a new nominee in place of Cedethe Nominee, and subject to the transfer provisions hereofherein with respect to Record Dates, the word “Cede” Nominee in this resolution Indenture shall refer to such new nominee of DTCthe Depository. (af) DTC may determine In order to discontinue providing its services qualify the Book-Entry Bonds for the Depository’s book-entry system, the Community Facilities District shall execute and deliver to the Depository a Letter of Representations. The execution and delivery of a Letter of Representations shall not in any way impose upon the Community Facilities District or the Trustee any obligation whatsoever with respect to Persons having interests in such Book-Entry Bonds other than the Bonds at any time by giving written notice Owners, as shown on the Registration Books. Such Letter of Representations may provide the time, form, content and manner of transmission, of notices to the Agency Depository. In addition to the execution and discharging its responsibilities delivery of a Letter of Representations by the Community Facilities District, the Community Facilities District and the Trustee shall take such other actions, not inconsistent with respect thereto under applicable law. Under such circumstances (if there is not a successor securities depository)this Indenture, Bond certificates will be delivered as described in are reasonably necessary to qualify Book-Entry Bonds for the General ResolutionDepository’s book-entry program. (bg) The AgencyIn the event the Community Facilities District determines that it is in the best interests of the Beneficial Owners that they be able to obtain certificated Bonds and that such Bonds should therefore be made available and notifies the Depository and the Trustee of such determination, in its sole discretion the Depository will notify the Participants of the availability through the Depository of certificated Bonds. In such event, the Trustee shall transfer and without exchange certificated Bonds as requested by the consent of Depository and any other person, may terminate Owners in appropriate amounts. In the services of DTC with respect to the Bonds if the Agency determines that: event (i) DTC is unable the Depository determines not to discharge its responsibilities with respect continue to the act as securities depository for Book-Entry Bonds; , or (ii) the Depository shall no longer so act and gives notice to the Trustee of such determination, then the Community Facilities District shall discontinue the Book-Entry system with the Depository. If the Community Facilities District determines to replace the Depository with another qualified securities depository, the Community Facilities District shall prepare or direct the preparation of a continuation new single, separate, fully registered Bond of the requirement that all appropriate Series for each maturity date of the Outstanding Bonds be such Book-Entry Bonds, registered in the registration books kept by the Trustee in the name of Cede, as nominee of DTC, is not in the best interest of the Beneficial Owners of the Bonds. In the event that no such successor or substitute qualified securities depository is found by or its nominee. If the Agency or restricted registration is no longer in effect, Bond certificates will be delivered as described in the General Resolution. (c) Upon the termination of the services of DTC with respect Community Facilities District fails to the Bonds pursuant to subsection 206(3)(b)(ii) hereof, or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(a) or subsection 206(3)(b)(i) hereof after which no substitute identify another qualified securities depository willing to undertake replace the functions of DTC hereunder can be found whichDepository, in then the opinion of the Agency, is willing and able to undertake such functions upon reasonable and customary terms, the Book-Entry Bonds shall no longer be restricted to being registered in the registration books kept by the Trustee Registration Books in the name of Cede as nominee of DTCthe Nominee, but may shall be registered in whatever name or names Bondholders the Owners transferring or exchanging such Bonds shall designate designate, in accordance with the provisions of Sections 2.06, 2.08 and 2.09. Whenever the General ResolutionDepository requests the Community Facilities District to do so, the Community Facilities District shall cooperate with the Depository in taking appropriate action after reasonable notice (i) to make available one or more separate certificates evidencing the Book-Entry Bonds to any Participant having Book-Entry Bonds credited to its account with the Depository, and (ii) to arrange for another securities depository to maintain custody of certificates evidencing the Book-Entry Bonds. (4h) Notwithstanding any other provision of this resolution Indenture to the contrary, if the Depository is the sole Owner of the Bonds of a Series, so long as any Book-Entry Bond of such Series is registered in the name of Cede, as nominee of DTCthe Nominee, all payments with respect to the of principal of of, and premium, if any, and interest on such Book-Entry Bond and all notices with respect to such Book-Entry Bond shall be made and given, respectively, to DTC as provided in the Representation Letter of Representations or as otherwise instructed by the Agency addressed to DTC, dated the date of delivery and issuance of the BondsDepository. (5i) In connection with any notice or other communication to be provided to Bondholders Owners pursuant to this resolution Indenture by the Agency Community Facilities District or the Trustee Trustee, with respect to any consent or other action to be taken by the BondholdersOwners of Book-Entry Bonds, the Agency or the Trustee, as the case may be, Trustee shall establish a record date (“Record Date”) for such consent or other action and give DTC the Depository notice of such Record Date record date not less than 15 calendar days in advance of such Record Date record date to the extent possible.

Book-Entry System. (1a) Except as provided in subparagraph 3 of this Section 206, the registered owner of all of the Bonds shall be and the Bonds shall be registered in the name of Cede & Co. (“Cede”), as nominee of The Depository Trust Company (“DTC”). Payment of semi-annual interest for any Bonds shall be made in Federal or equivalent same day funds to the account of Cede on the interest payment date for the Bonds at the address indicated for Cede in the registry books of the Agency kept by the Trustee. (2) The All Bonds shall be initially issued in the form of a separate single certificated fully registered bond in the amount of Bond for each separate stated maturity date of the Bonds. Upon initial issuance, the ownership of such each Bond shall be registered in the registry books of the Agency kept by the Trustee Bond Register in the name of CedeCede & Co., as nominee of DTC. Except as provided in Section 2.10(d) hereof, all Outstanding Bonds shall be registered in the Bond Register in the name of Cede & Co., as nominee of DTC. (b) With respect to Bonds registered in the registry books kept by the Trustee Bond Register in the name of CedeCede & Co., as nominee of DTC, the Agency and The Trustee shall have no responsibility or obligation to any participant of DTC (a “Participant”) or to any person for whom a Participant acquires an interest in Bonds (a “Beneficial Owner”). Without limiting the immediately preceding sentence, the Agency 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 DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant, any Beneficial Owner DTC Participant or any other person, other than DTCan Owner, as shown in the Bond Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant, any Beneficial Owner DTC Participant or any other person, other than DTCan Owner, as shown in the Bond Register, of any amount with respect to the principal of, or premium, if any, or interest on the Bonds. The Agency Authority and the Trustee may treat and consider the person in whose name each Bond is registered in the Bond Register as the holder and deem DTC to be the absolute owner of each such Bond for the purpose of payment of the principal of and principal, premium, if any, and interest on such BondsBond, for the purpose of giving notices of redemption and other matters with respect to such BondsBond, for the purpose of registering transfers with respect to such BondsBond, and for all other purposes whatsoever. The Trustee shall pay all principal of and of, premium, if any, and interest on the Bonds only to or upon the order of DTCthe respective Owners, as shown in the Bond Register, as provided in Section 2.08 hereof, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the AgencyAuthority’s obligations with respect to the payment of principal of and of, premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. Pursuant to Section 307 of the General Resolution, payments of principal may be made without requiring the surrender of the Bonds, and the Agency and the Trustee shall not be liable for the failure of DTC or any successor thereto to properly indicate on the Bonds the payment of such principal. No person other than DTC an Owner, as shown in the Bond Register, shall receive a certificated Bond evidencing the obligation of the Agency Authority to make payments of principal of and principal, premium, if any, and interest on the Bonds pursuant to this resolutionIndenture. 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 CedeCede & Co., and subject to the transfer provisions hereofherein with respect to record dates, the word “CedeCede & Co.” in this resolution Indenture shall refer to such new nominee of DTC. (ac) The delivery of the Representation Letter by the Authority and the Trustee shall not in any way limit the provisions of Section 2.10(b) hereof or in any other way impose upon the Authority or the Trustee any obligation whatsoever with respect to persons having interests in the Bonds other than the Owners, as shown on the Bond Register. The Trustee shall take all action necessary for all representations in the Representation Letter with respect to the Trustee to be complied with at all times. (d) (i) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Agency Authority and the Trustee and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is not a successor securities depository), Bond certificates will be delivered as described in the General Resolution. (b) The Agency, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds if the Agency determines that: (i) DTC is unable to discharge its responsibilities with respect to the 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, as nominee of DTC, is not in the best interest of the Beneficial Owners of the Bonds. In the event that no substitute securities depository is found by the Agency or restricted registration is no longer in effect, Bond certificates will be delivered as described in the General Resolution. (c) Upon the termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(b)(ii) hereof, or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(a) or subsection 206(3)(b)(i) hereof after which no substitute securities depository willing to undertake the functions of DTC hereunder can be found which, in the opinion of the Agency, 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 as nominee of DTC, but may be registered in whatever name or names Bondholders transferring or exchanging Bonds shall designate in accordance with the provisions of the General Resolution. (4) Notwithstanding any other provision of this resolution to the contrary, so long as any Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, to DTC as provided in the Representation Letter of the Agency addressed to DTC, dated the date of delivery and issuance of the Bonds. (5) In connection with any notice or other communication to be provided to Bondholders pursuant to this resolution by the Agency or the Trustee with respect to any consent or other action to be taken by the Bondholders, the Agency or the Trustee, as the case may be, shall establish a record date (“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.

Book-Entry System. (1a) Except as provided in subparagraph 3 subsection (c) of this Section 206Section, the registered owner Owner of all of the Bonds shall be DTC and the Bonds shall be registered in the name of Cede & Co. (“Cede”)Co., as nominee for DTC. Notwithstanding anything to the contrary contained in this Paying Agent Agreement, payment of The Depository Trust Company (“DTC”). Payment interest with respect to any Bond registered as of semi-annual interest for any Bonds each Record Date in the name of Cede & Co. shall be made in Federal or equivalent same by wire transfer of same-day funds to the account of Cede & Co. on the interest payment date for the Bonds at the address indicated on the Record Date for Cede & Co. in the registry books of Registration Books or as otherwise provided in the Agency kept by the TrusteeRepresentation Letter. (2b) The Bonds shall be initially issued in the form of a separate single fully registered bond Bonds in the amount of each separate stated maturity of the Bonds; provided, however, that if different CUSIP numbers are assigned to a Bond of a subseries or type of Bond within a subseries maturing in a single year or, if Bonds of a subseries or type of Bond maturing in a single year are issued with different interest rates, additional Bond certificates shall be prepared for each such maturity. Upon initial issuance, the ownership of such Bond Bonds shall be registered in the registry books of the Agency kept by the Trustee Registration Books in the name of CedeCede & Co., as nominee of DTC. With respect to The Paying Agent and the District may treat DTC (or its nominee) as the sole and exclusive Owner of the Bonds registered in the registry books kept by the Trustee in the its name of Cede, as nominee of DTC, the Agency and The Trustee shall have no responsibility or obligation to any participant of DTC (a “Participant”) or to any person for whom a Participant acquires an interest in Bonds (a “Beneficial Owner”). Without limiting the immediately preceding sentence, the Agency and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant, any Beneficial Owner or any other person, other than DTC, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant, any Beneficial Owner or any other person, other than DTC, of any amount with respect to the principal of, or premium, if any, or interest on the Bonds. The Agency and the Trustee may treat as and deem DTC to be the absolute owner of each Bond for the purpose purposes of payment of the principal of and premiumof, if any, and interest on such Bonds, for the purpose of giving notices of redemption and other matters with respect to such Bonds, for the purpose of registering transfers with respect to such Bonds, and for all other purposes whatsoever. The Trustee shall pay all principal of and premium, if any, and interest on the Bonds, selecting the Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to Owners of Bonds under this Paying Agent Agreement, registering the transfer of Bonds, obtaining any consent or other action to be taken by Owners of Bonds and for all other purposes whatsoever, and the Paying Agent and the District shall not be affected by any notice to the contrary. The Paying Agent and the District shall not have any responsibility or obligation to any Participant, any person claiming a beneficial ownership interest in the Bonds under or through DTC or any Participant, or any other person which is not shown on the Registration Books as being an Owner, with respect to the accuracy of any records maintained by DTC or any Participant; the payment by DTC or any Participant of any amount in respect of the principal of, premium, if any, and interest on the Bonds; any notice which is permitted or required to be given to Owners of Bonds under this Paying Agent Agreement; the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of the Bonds; or any consent given or other action taken by DTC as Owner of Bonds. The Paying Agent shall pay all principal of, premium, if any, and interest on the Bonds, only to or upon the order of DTC, and all such payments shall be valid and effective to fully satisfy and discharge the AgencyCounty and the District’s obligations with respect to the principal of and of, premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. Pursuant to Section 307 Except under the conditions of the General Resolution(c) of this Section, payments of principal may be made without requiring the surrender of the Bonds, and the Agency and the Trustee shall not be liable for the failure of DTC or any successor thereto to properly indicate on the Bonds the payment of such principal. No no person other than DTC shall receive a an executed Bond evidencing the obligation for each separate stated maturity of the Agency to make payments of principal of and premiumBonds or, if anyas provided herein, and interest on the Bonds pursuant to this resolutionportion thereof. Upon delivery by DTC to the Trustee Paying Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of CedeCede & Co., and subject to the transfer provisions hereofherein with respect to record dates, the word term “CedeCede & Co.” in this resolution Paying Agent Agreement shall refer to such new nominee of DTC. (ac) DTC may determine to discontinue providing its services with respect to In the Bonds at any time by giving written notice to the Agency and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is not a successor securities depository), Bond certificates will be delivered as described in the General Resolution. (b) The Agency, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds if the Agency determines that: event (i) DTC is unable DTC, including any successor as securities depository for the Bonds, determines not to discharge its responsibilities with respect continue to act as securities depository for the Bonds; or (ii) the District determines that the incumbent securities depository shall no longer so act, and delivers a continuation written certificate to the Paying Agent to that effect, then the District will discontinue the book-entry system with the incumbent securities depository for the Bonds. If the District determines to replace the incumbent securities depository for the Bonds with another qualified securities depository, the District shall prepare or direct the preparation of a new single, separate fully registered Bond for the requirement that all aggregate Outstanding principal amount of the Outstanding Bonds be of each maturity and series of Bonds or, as provided herein, portion thereof, registered in the registration books kept by the Trustee in the name of Cedesuch successor or substitute qualified securities depository, or its nominee, or make such other arrangement acceptable to the District and the Paying Agent and the successor securities depository for the Bonds as nominee are not inconsistent with the terms of DTC, is not in this Paying Agent Agreement. If the best interest District fails to identify another qualified successor securities depository of the Beneficial Owners of Bonds to replace the Bonds. In the event that no substitute incumbent securities depository is found by the Agency or restricted registration is no longer in effectdepository, Bond certificates will be delivered as described in the General Resolution. (c) Upon the termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(b)(ii) hereof, or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(a) or subsection 206(3)(b)(i) hereof after which no substitute securities depository willing to undertake the functions of DTC hereunder can be found which, in the opinion of the Agency, is willing and able to undertake such functions upon reasonable and customary terms, then the Bonds shall no longer be restricted to being registered in the registration books kept by the Trustee Registration Books in the name of Cede as nominee of DTCthe incumbent securities depository or its nominee, but may shall be registered in whatever name or names Bondholders transferring the incumbent securities depository for the Bonds, or exchanging its nominee, shall designate. In such event the Paying Agent shall authenticate and deliver a sufficient quantity of Bonds as to carry out the transfers and exchanges provided in Sections 47.05, 47.06 and 47.07 hereof. All such Bonds shall designate be in accordance with the provisions of the General Resolutionfully registered form in Authorized Denominations. (4d) Notwithstanding any other provision of this resolution Paying Agent Agreement to the contrary, so long as any Bond is registered in the name of CedeDTC, as nominee of DTCor its nominee, all payments with respect to the principal of and of, premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, to DTC as provided in the Representation Letter of the Agency addressed to DTC, dated the date of delivery and issuance of the BondsLetter. (5e) In connection with any notice or other communication to be provided to Bondholders Owners of Book-Entry Bonds pursuant to this resolution Paying Agent Agreement by the Agency District or the Trustee Paying Agent with respect to any consent or other action to be taken by the BondholdersOwners, the Agency District or the TrusteePaying Agent, as the case may be, shall establish a record date (“Record Date”) for such consent or other action and give DTC notice of such Record Date record date not less than 15 calendar days in advance of such Record Date record date to the extent possible.

Book-Entry System. (1a) Except DTC will act as provided in subparagraph 3 of this Section 206, the registered owner of all Securities Depository for each series of the Bonds shall be and the Bonds shall be registered in the name of Cede & Co. (“Cede”), as nominee of The Depository Trust Company (“DTC”)Bonds. Payment of semi-annual interest for any Bonds shall be made in Federal or equivalent same day funds to the account of Cede on the interest payment date for the Bonds at the address indicated for Cede in the registry books of the Agency kept by the Trustee. (2) The Bonds shall be initially issued in the form of a separate single fully registered bond in the amount of Bond for each separate stated maturity of the Bonds. Upon initial issuance, the ownership of such Bond shall be series registered in the registry books of the Agency kept by the Trustee in the name of CedeCede & Co. (DTC’s partnership nominee). So long as Cede & Co. is the Registered Owner of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or holders or Owners of the Bonds shall mean Cede & Co. and shall not mean the beneficial owners of the Bonds. (b) The ownership interest of each of the Beneficial Owners of the Bonds will be recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners of the Bonds. (c) With respect to Bonds registered in the registry books kept by the Trustee in the name of CedeCede & Co., as nominee of DTC’s nominee, the Agency Issuer and The the Trustee shall have no responsibility or obligation to any participant of DTC (a “Participant”) Participant or to any person for on behalf of whom such a DTC Participant acquires holds an interest in Bonds (a “Beneficial Owner”)the Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Agency Issuer and the Trustee 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 Participant, any Beneficial Owner DTC Participant or any other person, other than DTCa Bondholder, as shown on the registration books, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant, any Beneficial Owner DTC Participant or any other person, other than DTCa Registered Owner, as shown in the registration books of any amount with respect to the principal of, or premium, if any, or interest on on, the Bonds. The Agency . (d) Notwithstanding any other provisions of this Indenture to the contrary, the Issuer and the Trustee may shall be entitled to treat and consider the person in whose name each Bond is registered in the registration books as and deem DTC to be the absolute owner of each such Bond for the purpose of payment of the principal of and principal, premium, if any, and interest on with respect to such BondsBond, for the purpose of giving notices of redemption and other matters with respect to such BondsBond, for the purpose of registering transfers with respect to such BondsBond, and for all other purposes whatsoever. The Trustee shall pay all principal of and of, premium, if any, and interest on the Bonds only to or upon the order of DTCthe respective owners, as shown in the registration books 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 AgencyIssuer’s obligations with respect to the payment of principal of and of, premium, if any, and interest on on, the Bonds to the extent of the sum or sums so paid. Pursuant to Section 307 of the General Resolution, payments of principal may be made without requiring the surrender of the Bonds, and the Agency and the Trustee shall not be liable for the failure of DTC or any successor thereto to properly indicate on the Bonds the payment of such principal. . (e) No person other than DTC a Registered Owner, as shown in the registration books, shall receive a Bond certificate evidencing the obligation of the Agency Issuer to make payments of principal of and principal, premium, if any, and interest on the Bonds interest, pursuant to this resolution. Upon Indenture. (f) Any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of DTC to or a DTC Participant, if applicable, of the transfer of the Beneficial Owner’s interest in such Bond. (g) So long as the book-entry system is in effect, the Trustee and the Issuer shall comply with the terms of written notice to the effect that DTC has determined to substitute Letter of Representations, a new nominee in place copy of Cede, which is attached hereto as Exhibit B and subject to the transfer provisions made a part hereof, the word “Cede” in this resolution shall refer to such new nominee or an alternate Letter of Representations as required by DTC. (ah) DTC may determine to discontinue providing its services service with respect to the Bonds at any time by giving reasonable written notice and all relevant information on the Beneficial Owners of the Bonds to the Agency Issuer or the Trustee and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if If there is not a no successor securities depository), Bond certificates will be delivered as described in the General Resolution. (b) The Agency, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds if the Agency determines that: (i) DTC is unable to discharge its responsibilities with respect to the Bonds; or (ii) a continuation of the requirement that all of the Outstanding Bonds be registered in the registration books kept Securities Depository appointed by the Issuer, the Trustee in the name of Cede, as nominee of DTC, is not in the best interest of shall authenticate and deliver Bonds to the Beneficial Owners of the Bonds. In the event that no substitute securities depository is found by the Agency or restricted registration is no longer in effect, Bond certificates will be delivered as described in the General Resolution. (c) Upon the termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(b)(ii) hereof, or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(a) or subsection 206(3)(b)(i) hereof after which no substitute securities depository willing to undertake the functions of DTC hereunder can be found which, in the opinion of the Agency, 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 as nominee of DTC, but may be registered in whatever name or names Bondholders transferring or exchanging Bonds shall designate thereof in accordance with the provisions information respecting the Beneficial Owners provided to the Trustee by DTC, but without any liability on the part of the General Resolution. (4) Notwithstanding any other provision of this resolution to the contrary, so long as any Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, to DTC as provided in the Representation Letter of the Agency addressed to DTC, dated the date of delivery and issuance of the Bonds. (5) In connection with any notice or other communication to be provided to Bondholders pursuant to this resolution by the Agency Issuer or the Trustee with respect for the accuracy of such information. The Issuer, at the direction of the Company, may determine not to continue participation in the system of book entry transfers through DTC (or a successor Securities Depository) at any consent time by giving reasonable written notice to DTC (or other action to be taken by a successor Securities Depository) and the BondholdersTrustee. In such event, the Agency or Issuer shall execute and deliver to the Trustee, as and the case may beTrustee shall authenticate and deliver the Bonds to the Beneficial Owners thereof in accordance with the information respecting the Beneficial Owners provided to the Trustee by DTC, shall establish a record date (“Record Date”) but without any liability on the part of the Issuer or the Trustee for such consent or other action and give DTC notice the accuracy of such Record Date not less than 15 calendar days in advance information. The Chairman or Executive Director of such Record Date the Issuer are hereby authorized to execute any additional Letter of Representations or similar document necessary from time to time to continue or provide for the extent possibleDTC book-entry system.

Book-Entry System. (1a) Except as provided in subparagraph 3 of this Section 206, the registered owner of all of the The Bonds shall be and the Bonds shall be initially issued as a single Bond registered in the name of Cede & Co. (“Cede”), as nominee of The Depository Trust Company (“DTC”). Payment of semi-annual interest for any Bonds shall be made in Federal or equivalent same day funds to the account of Cede on the interest payment date for the Bonds at the address indicated for Cede , in the registry registration books of the Agency kept by the Trustee. Registrar. Except as provided in subsection (2c) The Bonds shall be initially issued in the form of a separate single fully registered bond in the amount of each separate stated maturity below, all of the Bonds. Upon initial issuance, the ownership of such Bond Bonds outstanding from time to time shall be registered in the registry registration books of the Agency kept by the Trustee Registrar in the name of Cede, as nominee of DTC. With respect to Bonds registered in the registry registration books kept by the Trustee Registrar in the name of Cede, as nominee of DTC, the Agency Issuer, the Trustee, the Registrar and The Trustee the Paying Agent shall have no responsibility or obligation to any participant of DTC (a “Participant”) Participant or to any person for whom Person on behalf of which a Participant acquires holds an interest in Bonds (a “Beneficial Owner”)the Bonds. Without limiting the immediately preceding sentence, the Agency Issuer, the Trustee, the Registrar and the Trustee Paying Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant, any Beneficial Owner Participant or any other personPerson, other than DTCan Owner as shown in the registration books kept by the Registrar, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant, any Beneficial Owner Participant or any other personPerson, other than DTCan Owner, as shown in the registration books kept by the Registrar, of any amount with respect to the principal of, of or premium, if any, or interest on the Bonds. The Agency Issuer, the Trustee, the Registrar and the Trustee Paying Agent may treat and consider the Person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and deem DTC to be the absolute owner of each such Bond for the purpose of payment of the principal of and premiumprincipal, if any, premium and interest on with respect to such BondsBond, for the purpose of giving notices of redemption and other matters with respect to such BondsBond, for the purpose of registering transfers with respect to such Bonds, Bond and for all other purposes whatsoever. The Trustee Paying Agent shall pay all principal of and premium, if any, and interest on the Bonds only to or upon the order of DTCrespective Owners, as shown in the registration books kept by the Registrar, as provided in 2.01 hereof, and all such payments shall be valid and effective to fully satisfy and discharge the AgencyIssuer’s obligations with respect to the payment of principal of and premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. Pursuant to Section 307 of So long as the General Resolutionbook-entry system described above shall be in effect, payments of principal may be made without requiring the surrender of the Bonds, and the Agency and the Trustee shall not be liable for the failure of DTC or any successor thereto to properly indicate on the Bonds the payment of such principal. No person no Person other than DTC an Owner, as shown in the registration books kept by the Registrar, shall receive a Bond certificate evidencing the obligation of the Agency Issuer to make payments of principal of and principal, premium, if any, and interest on the Bonds pursuant to this resolutionthe Indenture. Upon delivery by DTC to the Issuer or the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the transfer provisions hereofherein with respect to record dates, the word “Cede” in this resolution Indenture shall refer to such new nominee of DTC; and upon receipt of such a notice the receiving party shall promptly deliver a copy of the same to the other such party, the Registrar and the Paying Agent. (ab) The Issuer’s execution and delivery of the Letter of Representations shall not in any way limit the provisions of this Section 2.11 or in any other way impose upon the Issuer any obligation whatsoever with respect to Persons having interests in the Bonds other than the Owners as shown on the registration books kept by the Registrar. The Trustee shall take all action necessary for all representations of the Issuer in the Letter of Representations with respect to the Trustee, the Paying Agent and the Registrar to be complied with at all times. (c) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written reasonable notice to the Agency Issuer or the Trustee and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is not a successor securities depository)The Issuer, Bond certificates will be delivered as described in the General Resolution. (b) The Agency, in its sole discretion and without with the consent of any other personthe Company, may terminate the services of DTC with respect to the Bonds if the Agency determines that: (i) DTC is unable to discharge its responsibilities with respect to the 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, as nominee of DTC, is not in the best interest of the Beneficial Owners of the Bonds. In the event that no substitute securities depository is found by the Agency or restricted registration is no longer in effect, Bond certificates will be delivered as described in the General Resolution. (c) Upon the termination of the services of DTC accordance with respect to the Bonds pursuant to subsection 206(3)(b)(iiSection 2.01(e) hereof, or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(a) or subsection 206(3)(b)(i) hereof after which no Bonds, the Issuer and the Trustee, at the direction of the Company, may select and enter into arrangements with a substitute securities depository willing Securities Depository. Unless a substitute Securities Depository is appointed to undertake the functions of DTC hereunder can be found which, in the opinion of the Agency, is willing and able to undertake such functions upon reasonable and customary termshereunder, the Bonds shall no longer be restricted to being registered in the registration books kept by the Trustee Registrar in the name of Cede Cede, as nominee of DTC, but may be registered in whatever name or names Bondholders Owners transferring or exchanging Bonds shall designate in accordance with the provisions of the General ResolutionSection 2.07 hereof. (4d) Notwithstanding any other provision of this resolution Indenture to the contrary, so long as any Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, to DTC as in the manner provided in the Representation Letter of the Agency addressed to DTC, dated the date of delivery and issuance of the BondsRepresentations. (5) In connection with any notice or other communication to be provided to Bondholders pursuant to this resolution by the Agency or the Trustee with respect to any consent or other action to be taken by the Bondholders, the Agency or the Trustee, as the case may be, shall establish a record date (“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.

Book-Entry System. Except as otherwise provided in a Supplemental Trust Agreement, upon the initial issuance and delivery of the Bonds after January 1, 2006, such Additional Bonds (1referred to in this section as “Book Entry Bonds”) shall be issued in the name of the Securities Depository or its nominee, as registered owner of the Bonds, and held in the custody of the Securities Depository. (A) Except as provided in subparagraph 3 subsections B and C of this Section 206Section, the registered owner Holder of all of the Book Entry Bonds shall be be, and the Book Entry Bonds shall be registered in the name of of, Cede & Co. (“Cede”)Co., as nominee of The Depository Trust Company (“DTC”). Payment of semi-annual interest for any Bonds Book Entry Bond, as applicable, shall be made in Federal or equivalent same day funds accordance with the provisions of this Trust Agreement to the account of Cede Cede, on the interest payment date Interest Payment Date for the Book Entry Bonds at the address indicated for Cede in the registry registration books of the Agency Authority kept by the TrusteeTrustee as bond registrar (the “Bond Registrar”). (2B) The Book Entry Bonds shall be initially issued in the form of a separate single fully registered bond Bond in the amount of each separate stated maturity of the Book Entry Bonds. Upon initial issuance, the ownership of each such Book Entry Bond shall be registered in the registry registration books of the Agency kept by the Trustee Bond Registrar in the name of Cede, as nominee of DTC. With respect to Book Entry Bonds so registered in the registry books kept by the Trustee in the name of Cede, as nominee of DTCthe Authority, the Agency Bond Registrar and The Trustee any Paying Agent shall have no responsibility or obligation to any participant of DTC (a “Participant”) Participant or to any person for whom a Participant acquires an interest in Bonds (a “Beneficial Owner”)Owner of any of such Book Entry Bonds. Without limiting the immediately preceding sentence, the Agency Authority, the Bond Registrar and the Trustee any Paying Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede or any DTC Participant with respect to any beneficial ownership interest in the Book Entry 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 Book Entry Bonds, 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 principal or Redemption Price of, or premiuminterest on, if anyany of the Book Entry Bonds, (iv) the selection by DTC and the DTC Participants of the beneficial interests in Book Entry Bonds of a maturity to be redeemed in the event such Book Entry Bonds are redeemed in part, or interest on (v) any consent given or other action taken by DTC as the Holder of the Book Entry Bonds. The Agency Authority, the Bond Registrar and the Trustee any Paying Agent may treat as DTC as, and deem DTC to be be, the absolute owner Holder of each Book Entry Bond for the purpose of all purposes whatsoever, including (but not limited to) (a) payment of the principal of and premium, if anyor Redemption Price of, and interest on on, each such BondsBook Entry Bond, for the purpose of (b) giving notices of redemption and other matters with respect to such Book Entry Bonds, for the purpose of (c) registering transfers with respect to such Book Entry Bonds, (d) selecting Book Entry Bonds, or portions thereof, to be redeemed, and for (e) obtaining any consent or other action to be taken by Holders, and the Authority, the Bond Registrar and any Paying Agent shall not be affected by any notice to the contrary. In the event of a redemption of all other purposes whatsoeveror a portion of a Book Entry Bond, DTC, in its discretion (i) may request the Trustee to authenticate and deliver a new Book Entry Bond, or (ii) if DTC is the sole Owner of such Book Entry Bond, shall make an appropriate notation on the Book Entry Bond indicating the date and amounts of the reduction in principal thereof resulting from such redemption, except in the case of final payment, in which case such Book Entry Bond must be presented to the Trustee prior to payment. The Trustee Paying Agent shall pay all the principal of and premium, if anyor Redemption Price of, and interest on the on, all Book Entry Bonds only to or upon the order of DTC, and all such payments payment shall be valid and effective to satisfy fully satisfy and discharge the Agency’s Authority's obligations with respect to the such principal of or Redemption Price and premiuminterest, if any, and interest on the Bonds to the extent of the sum or sums so paid. Pursuant to Except as provided in Section 307 of the General Resolution2.04(E), payments of principal may be made without requiring the surrender of the Bonds, and the Agency and the Trustee shall not be liable for the failure of DTC or any successor thereto to properly indicate on the Bonds the payment of such principal. No no person other than DTC shall receive a Book Entry Bond evidencing the obligation of the Agency Authority to make payments of principal of and premium, if anyor Redemption Price of, and interest on the Bonds on, any such Book Entry Bond pursuant to this resolutionTrust Agreement. Upon delivery by DTC to the Trustee Bond Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the transfer provisions hereofof this Trust Agreement, the word “Cede” in this resolution Trust Agreement shall refer to such new nominee of DTC. Except as provided in Section 2.04(E), and notwithstanding any other provisions of this Trust Agreement to the contrary, the Book Entry Bonds may be registered, in whole but not in part, only in the name of the DTC or a nominee of DTC or to any successor securities depository appointed pursuant to this Section 2.04 or any nominee thereof. In order to qualify the Book Entry Bonds for DTC’s book-entry system, the Authority may execute and deliver to DTC a letter of representations required by DTC. The execution and delivery of such letter of representations shall not in any way impose upon the Authority, the Trustee, the Bond Registrar or any Paying Agent any obligation whatsoever with respect to persons having interests in such Book Entry Bonds other than DTC as the Registered Owner. Such letter of representations may provide the time, form, content and manner of transmission, of notices to DTC. (aC) DTC may determine to discontinue providing its services with respect to the Book Entry Bonds at any time by giving written notice to the Agency Authority, the Bond Registrar and discharging the Paying Agent, which notice shall certify that DTC has discharged its responsibilities with respect thereto to the Book Entry Bonds under applicable law. Under such circumstances (if there is not a successor securities depository), Bond certificates will be delivered as described in the General Resolution. (bD) The AgencyAuthority, in its sole discretion and without the consent of any other person, and upon compliance with any agreements between the Authority and DTC (including a letter of representations), may terminate request termination of the services of DTC with respect to the Book Entry Bonds if the Agency Authority determines that: : (i) DTC is unable to discharge its responsibilities with respect to the Book Entry Bonds; or (ii) a continuation of the requirement that all of the Outstanding Book Entry Bonds be registered in the registration books kept by the Trustee Bond Registrar in the name of Xxxx, as nominee of DTC, is not in the best interest of the Beneficial Owner of the Book Entry Bonds. Current DTC rules provide that upon receipt of such a request, DTC will take the following actions: (i) DTC will issue an “Important Notice” notifying its Participants of the receipt of a withdrawal request from the Authority reminding Participants that they may utilize DTC’s withdrawal procedures if they wish to withdraw their securities from DTC; and (ii) DTC will process withdrawal requests submitted by Participants in the ordinary course of business, but will not effectuate withdrawals based upon a request from the Authority. The Authority shall, by written notice to the Bond Registrar, terminate the services of DTC with respect to the Book Entry Bonds upon receipt by the Authority, the Bond Registrar and the Paying Agent of written notice from DTC to the effect that DTC has received written notice from DTC Participants having interests, as shown in the records of DTC, in an aggregate principal amount of not less than fifty percent (50%) of the aggregate principal amount of the Outstanding Book Entry Bonds to the effect that: (i) DTC is unable to discharge its responsibilities with respect to the Book Entry Bonds; or (ii) a continuation of the requirement that all of the Outstanding Book Entry Bonds be registered in the registration books kept by Registrar, in the name of Cede, as nominee of DTC, is not in the best interest interests of the Beneficial Owners Owner of the Book Entry Bonds. In the event that no substitute securities depository is found by the Agency or restricted registration is no longer in effect, Bond certificates will be delivered as described in the General Resolution. (cE) Upon the termination of the services of DTC with respect to the Book Entry Bonds pursuant to subsection 206(3)(b)(ii) hereof(D), or upon the discontinuance or termination of the services of DTC with respect to the Book Entry Bonds pursuant to subsection 206(3)(a(B) or subsection 206(3)(b)(i) hereof after which no (C), the Authority may within 90 days thereafter appoint a substitute securities depository Securities Depository which, in the opinion of the Authority, is willing and able to undertake the functions of DTC hereunder can be found which, in the opinion of the Agency, is willing and able to undertake such functions upon reasonable and customary terms. If no such successor can be found within such period, the Book Entry Bonds shall no longer be restricted to being registered in the registration books kept by the Trustee Bond Registrar, in the name of Cede Cede, as nominee of DTC. In such event the Authority shall execute and the Bond Registrar shall authenticate Book Entry Bond certificates as requested by DTC of like principal amount, but may be registered maturity and Series, in whatever name or names Bondholders transferring or exchanging Bonds authorized denominations and the Bond Registrar shall designate deliver such certificates at its corporate trust office to the Beneficial Owners identified in accordance with writing by the provisions Securities Depository in replacement of such beneficial owners' beneficial interests in the General ResolutionBook Entry Bonds. (4F) Notwithstanding any other provision of this resolution Trust Agreement to the contrary, so long as any Book Entry Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to the principal of and premium, if anyor Redemption Price of, and interest on on, such Book Entry Bond and all notices with respect to such Book Entry Bond shall be made and given, respectively, to DTC as provided in the Representation Letter registered Holder of the Agency addressed to DTC, dated the date of delivery and issuance of the such Bonds. (5G) In connection with any notice or other communication to be provided to Bondholders Holders of Book Entry Bonds registered in the name of Cede pursuant to this resolution Trust Agreement by the Agency Authority or the Trustee Bond Registrar with respect to any consent or other action to be taken by the Bondholderssuch Holders, the Agency or the Trustee, as the case may be, Authority shall establish a record date (“Record Date”) for such consent or other action by such Holders and give DTC notice of such Record Date record date not less than 15 fifteen (15) calendar days in advance of such Record Date record date to the extent possible. NEITHER THE AUTHORITY NOR THE REGISTRAR WILL HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO THE DTC PARTICIPANTS OR THE BENEFICIAL OWNERS WITH RESPECT TO (1) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DTC PARTICIPANT; (2) THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL AMOUNT, SINKING FUND INSTALLMENT FOR, REDEMPTION PRICE OF OR INTEREST ON THE BOOK ENTRY BONDS; (3) THE DELIVERY BY DTC OR ANY DTC PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE BOND RESOLUTION TO BE GIVEN TO BONDHOLDERS; (4) THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BOOK ENTRY BONDS; OR (5) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY CEDE & CO. AS THE NOMINEE OF DTC, AS REGISTERED OWNER. SO LONG AS CEDE & CO IS THE REGISTERED OWNER OF THE BOOK ENTRY BONDS, AS NOMINEE OF DTC, REFERENCES HEREIN TO THE BONDHOLDERS OR REGISTERED HOLDERS OF THE BOOK ENTRY BONDS SHALL MEAN CEDE & CO. AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE BOOK ENTRY BONDS.

Book-Entry System. (1a) Except as provided in subparagraph 3 of this Section 206Unless otherwise determined by the Issuer, the registered owner of all of the Bonds shall be and the Bonds shall be registered in the name of Cede & Co. (“Cede”), as nominee of The Depository Trust Company (“DTC”). Payment of semi-annual interest for any Bonds shall be made in Federal or equivalent same day funds to the account of Cede on the interest payment date for the Bonds at the address indicated for Cede in the registry books of the Agency kept by the Trustee. (2) The Bonds shall be initially issued in the form of a separate single certificated fully registered bond in the amount of each separate stated maturity of the Bonds. Upon initial issuanceBond, the ownership of such Bond shall be registered in the registry books of the Agency kept by the Trustee in the name of Cede, as nominee of DTC. With respect to Bonds registered in the registry books kept by the Trustee in the name of CedeCede & Co., as nominee of DTC, or any successor nominee (the Agency "Nominee"). The actual owners of the Bonds (the "Beneficial Owners") will not receive -27- Forsyth Series 1998B Trust Indenture physical delivery of Bond certificates except as provided herein. Except as provided in paragraph (d) below, all of the Outstanding Bonds shall be so registered in the registration books kept by the registrar, and The the provisions of this Section shall apply thereto. (b) With respect to Bonds registered on the registration books kept by the Registrar in the name of the Nominee, the Issuer, the Company, the Paying Agent, the Trustee and the Remarketing Agent shall have no responsibility or obligation to any participant of DTC (a “Participant”) Participant or to any person for whom a Participant acquires an interest in Bonds (a “the Beneficial Owner”)Owners. Without limiting the immediately preceding sentence, the Agency Issuer, the Company, the Paying Agent, the Trustee and the Trustee Remarketing Agent shall have no responsibility or obligation to DTC, any DTC Participant or any Beneficial Owner with respect to (i1) the accuracy of the records of DTC, Cede the Nominee or any DTC Participant with respect to any ownership interest in the Bonds, (ii2) the delivery to any Participant, any Beneficial Owner by DTC or any other person, other than DTC, DTC Participant of any notice with respect to the Bonds, including any notice of redemption, or (iii3) the payment to any Participant, any DTC Participant or Beneficial Owner or any other person, other than DTC, of any amount with respect to the principal or purchase price of, or premium, if any, or interest on on, the Bonds. The Agency Issuer, the Company, the Paying Agent, the Trustee and the Trustee Remarketing Agent may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and deem DTC to be the absolute owner of each such Bond for the purpose of payment of the principal of and premiumpurchase price, if any, premium and interest on with respect to such BondsBond, for the purpose of giving notices of redemption and other matters with respect to such BondsBond, for the purpose of registering transfers with respect to such BondsBond, and for all other purposes whatsoever. The Trustee Paying Agent shall pay all principal of and premium, premium if any, and interest on on, the Bonds only to or upon the order of DTCthe respective Owners, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Agency’s Issuer's obligations with respect to the payment of principal of of, and premium, if any, and interest on on, the Bonds to the extent of the sum or sums so paid. Pursuant to Section 307 of the General Resolution, payments of principal may be made without requiring the surrender of the Bonds, and the Agency and the Trustee shall not be liable for the failure of DTC or any successor thereto to properly indicate on the Bonds the payment of such principal. No person other than DTC an Owner, as shown in the registration books kept by the Registrar, shall receive a certificated Bond evidencing the obligation of the Agency Issuer to make payments of principal of and premium, premium if any, and interest on the Bonds pursuant to this resolution. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the transfer provisions hereof, the word “Cede” in this resolution shall refer to such new nominee of DTCIndenture. (ac) The Issuer, the Paying Agent, the Remarketing Agent and the Trustee shall execute and deliver to DTC a letter of representations in customary form with respect to the Bonds in book-entry form (the "DTC Representation Letter"), but such DTC Representation Letter shall not in any way limit the provisions of the foregoing paragraph (b) or in any other way impose upon the Issuer, the Trustee or the Paying Agent any obligation whatsoever with respect to persons having interests in the Bonds other than the Owners, as shown on the registration books kept by the Registrar. The Trustee, the Remarketing Agent and the Paying Agent shall take all action necessary for all representations of the Issuer in the DTC Representation Letter with respect to the Trustee, the Remarketing Agent and the Paying Agent to be compiled with at all times, including but not limited to, the giving of all notices required under the DTC Representation Letter. The Trustee and Paying Agent are hereby authorized by the Issuer to enter into the DTC Representation Letter. (d) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written reasonable notice to the Agency Issuer or the Trustee and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is not a successor securities depository)The Issuer, Bond certificates will be delivered as described in the General Resolution. (b) The Agency, in its sole discretion and without with the consent of any other personthe -28- Forsyth Series 1998B Trust Indenture Company, may terminate the services of DTC with respect to the Bonds if the Agency determines that: (i) DTC is unable to discharge its responsibilities with respect to the 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, as nominee of DTC, is not in the best interest of the Beneficial Owners of the Bonds. In the event that no substitute securities depository is found by the Agency or restricted registration is no longer in effect, Bond certificates will be delivered as described in the General Resolution. (c) Upon the termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(b)(ii) hereof, or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(a) or subsection 206(3)(b)(i) hereof after which no Bonds, unless a substitute securities depository willing is appointed to undertake the functions of DTC hereunder can be found whichhereunder, in the opinion Issuer, at the expense of the AgencyCompany, is willing obligated to deliver Bond certificates to the Beneficial Owners of such Bonds, as described in this Indenture, 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 Registrar in the name of Cede as nominee of DTCthe Nominee, but may be registered in whatever name or names Bondholders Owners transferring or exchanging Bonds shall designate designate, in accordance with the provisions of the General Resolutionthis Indenture. (4e) Notwithstanding any other provision of this resolution Indenture to the contrary, so long as any Bond is registered in the name of Cede, as nominee of DTCthe Nominee, all payments with respect to the principal or purchase price of and premiumor, premium if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, to DTC as in the manner provided in the DTC Representation Letter Letter. Owners shall have no lien or security interest in any rebate or refund paid by DTC to the Paying Agent which arises from the payment by the Paying Agent of principal of, or premium, if any, or interest on, the Agency addressed Bonds in immediately available funds to DTC, dated the date of delivery and issuance of the Bonds. (5f) In So long as any Bond is held in book-entry form a Beneficial Owner (through its DTC Participant) shall give notice to the Trustee to elect to have its Bonds purchased, and shall effect delivery of such Bonds by causing such DTC Participant to transfer its interest in the Bonds equal to such Beneficial Owner's interest on the records of DTC to the Trustee's participant account with DTC. The requirement for physical delivery of the Bonds in connection with any notice or other communication to be provided to Bondholders purchase pursuant to this resolution Section 3.01 and Section 3.02 hereof shall be deemed satisfied when the ownership rights in the Bonds are transferred by DTC Participants on the Agency or the Trustee with respect records of DTC to any consent or other action to be taken by the Bondholders, the Agency or the Trustee, as the case may be, shall establish a record date (“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's participant account.

Book-Entry System. (1a) Except DTC will act as provided in subparagraph 3 of this Section 206, the registered owner of all of the Bonds shall be and the Bonds shall be registered in the name of Cede & Co. (“Cede”), as nominee of The Securities Depository Trust Company (“DTC”). Payment of semi-annual interest for any Bonds shall be made in Federal or equivalent same day funds to the account of Cede on the interest payment date for the Bonds at the address indicated for Cede in the registry books of the Agency kept by the Trustee. (2) Bonds. The Bonds shall be initially issued in the form of a separate single fully registered bond in the amount of each separate stated maturity of the Bonds. Upon initial issuance, the ownership of such Bond shall be registered in the registry books of the Agency kept by the Trustee in the name of CedeCede & Co. (DTC’s partnership nominee). So long as Cede & Co. is the Registered Owner of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or holders or Owners of the Bonds shall mean Cede & Co. and shall not mean the beneficial owners of the Bonds. (b) The ownership interest of each of the Beneficial Owners of the Bonds will be recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners of the Bonds. (c) With respect to Bonds registered in the registry books kept by the Trustee in the name of CedeCede & Co., as nominee of DTC’s partnership nominee, the Agency Issuer and The the Trustee shall have no responsibility or obligation to any participant of DTC (a “Participant”) Participant or to any person for on behalf of whom such a DTC Participant acquires holds an interest in Bonds (a “Beneficial Owner”)the Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Agency Issuer and the Trustee 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 Participant, any Beneficial Owner DTC Participant or any other person, other than DTCa Bondholder, as shown on the registration books, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant, any Beneficial Owner DTC Participant or any other person, other than DTCa Registered Owner, as shown in the registration books of any amount with respect to the principal of, or premium, if any, or interest on on, the Bonds. The Agency . (d) Notwithstanding any other provisions of this Indenture to the contrary, the Issuer and the Trustee may shall be entitled to treat and consider the person in whose name each Bond is registered in the registration books as and deem DTC to be the absolute owner of each such Bond for the purpose of payment of the principal of and principal, premium, if any, and interest on with respect to such BondsBond, for the purpose of giving notices of redemption and other matters with respect to such BondsBond, for the purpose of registering transfers with respect to such BondsBond, and for all other purposes whatsoever. The Trustee shall pay all principal of and of, premium, if any, and interest on the Bonds only to or upon the order of DTCthe respective owners, as shown in the registration books 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 AgencyIssuer’s obligations with respect to the payment of principal of and of, premium, if any, and interest on on, the Bonds to the extent of the sum or sums so paid. Pursuant to Section 307 of the General Resolution, payments of principal may be made without requiring the surrender of the Bonds, and the Agency and the Trustee shall not be liable for the failure of DTC or any successor thereto to properly indicate on the Bonds the payment of such principal. . (e) No person other than DTC a Registered Owner, as shown in the registration books, shall receive a Bond certificate evidencing the obligation of the Agency Issuer to make payments of principal of and principal, premium, if any, and interest on the Bonds interest, pursuant to this resolution. Upon Indenture. (f) Any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of DTC to or a DTC Participant, if applicable, of the transfer of the Beneficial Owner’s interest in such Bond. (g) So long as the book-entry system is in effect, the Trustee and the Issuer shall comply with the terms of written notice to the effect that DTC has determined to substitute Letter of Representations, a new nominee in place copy of Cede, which is attached hereto as Exhibit B and subject to the transfer provisions made a part hereof, the word “Cede” in this resolution shall refer to such new nominee or an alternate Letter of Representations as required by DTC. (ah) DTC may determine to discontinue providing its services service with respect to the Bonds at any time by giving reasonable written notice to the Agency and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is not a successor securities depository), Bond certificates will be delivered as described in the General Resolution. (b) The Agency, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds if the Agency determines that: (i) DTC is unable to discharge its responsibilities with respect to the 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, as nominee of DTC, is not in the best interest of relevant information on the Beneficial Owners of the BondsBonds to the Issuer or the Trustee. In the event that If there is no substitute securities depository is found successor Securities Depository appointed by the Agency or restricted registration is no longer in effectIssuer, Bond certificates will be delivered as described in the General Resolution. (c) Upon the termination of the services of DTC with respect Trustee shall authenticate and deliver Bonds to the Bonds pursuant to subsection 206(3)(b)(ii) hereof, or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(a) or subsection 206(3)(b)(i) hereof after which no substitute securities depository willing to undertake the functions of DTC hereunder can be found which, in the opinion of the Agency, 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 as nominee of DTC, but may be registered in whatever name or names Bondholders transferring or exchanging Bonds shall designate Beneficial Owners thereof in accordance with the provisions information respecting the Beneficial Owners provided to the Trustee by DTC, but without any liability on the part of the General ResolutionIssuer or the Trustee for the accuracy of such information. The Issuer, at the direction of the Company, may determine not to continue participation in the system of book entry transfers through DTC (or a successor Securities Depository) at any time by giving reasonable written notice to DTC (or a successor Securities Depository) and the Trustee. In such event, the Issuer shall execute and deliver to the Trustee, and the Trustee shall authenticate and deliver the Bonds to the Beneficial Owners thereof in accordance with the information respecting the Beneficial Owners provided to the Trustee by DTC, but without any liability on the part of the Issuer or the Trustee for the accuracy of such information. The Chairman, Executive Director or Deputy Secretary of the Issuer is hereby authorized to execute any additional Letter of Representations or similar document necessary from time to time to continue or provide for the DTC book-entry system. (4i) Notwithstanding any other provision of this resolution anything herein to the contrary, so long as any Bond is registered in the name provisions of Cede, as nominee of DTC, all payments with respect this Section 2.13 are subject to the principal provisions of and premium, if any, and interest on such Bond and all notices with respect Section 2B.5 hereof (relating to such Bond shall be made and given, respectively, to DTC as provided in the Representation Letter of the Agency addressed to DTC, dated the date of delivery and issuance of the Bank Bonds). (5) In connection with any notice or other communication to be provided to Bondholders pursuant to this resolution by the Agency or the Trustee with respect to any consent or other action to be taken by the Bondholders, the Agency or the Trustee, as the case may be, shall establish a record date (“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.

Book-Entry System. (1a) Except DTC will act as provided in subparagraph 3 of this Section 206, the registered owner of all of the Bonds shall be and the Bonds shall be registered in the name of Cede & Co. (“Cede”), as nominee of The initial Securities Depository Trust Company (“DTC”). Payment of semi-annual interest for any Bonds shall be made in Federal or equivalent same day funds to the account of Cede on the interest payment date for the Bonds at the address indicated for Cede in the registry books of the Agency kept by the Trustee. (2) Bonds. The Bonds shall be initially issued in the form of a separate single fully registered bond in the amount of each separate stated maturity of the Bonds. Upon initial issuance, the ownership of such Bond shall be registered in the registry books of the Agency kept by the Trustee in the name of CedeCede & Co., as nominee for DTC, as Registered Owner of the Bonds, and held in the custody of DTC. So long as Cede & Co. is the Registered Owner of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or 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 registry books kept by the Trustee in the name of Cede, as nominee of DTCthe Securities Depository, the Agency Issuer, the Bond Registrar, the Paying Agent, any co-paying agent and The the Trustee shall have no responsibility or obligation to any participant Person on behalf of DTC (a “Participant”) or to any person for whom a Participant acquires such Securities Depository holds an interest in Bonds (a “Beneficial Owner”)the Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Agency Issuer, the Bond Registrar, the Paying Agent, any co-paying agent and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede or any Participant the Securities Depository with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant, any Beneficial Owner or any other personPerson, other than DTCa Bondholder, as shown on the Bond Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant, any Beneficial Owner or any other personPerson, other than DTCa Registered Owner, as shown in the Bond Register of any amount with respect to the principal of, or premium, if any, or interest on on, the Bonds. The Agency . (d) Notwithstanding any other provisions of this Indenture to the contrary, the Issuer, the Bond Registrar, the Paying Agent, any co-paying agent and the Trustee may shall be entitled to treat and consider the Person in whose name each Bond is registered in the Bond Register as and deem DTC to be the absolute owner of each such Bond for the purpose of payment of the principal of and principal, premium, if any, and interest on with respect to such BondsBond, for the purpose of giving notices of redemption and other matters with respect to such BondsBond, for the purpose of registering transfers with respect to such BondsBond, and for all other purposes whatsoever. The Trustee Paying Agent shall pay all principal of and of, premium, if any, and interest on the Bonds only to or upon the order of DTCthe respective owners, as shown in the Bond Register as provided in this Indenture, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the AgencyIssuer’s obligations with respect to the payment of principal of and of, premium, if any, and interest on on, the Bonds to the extent of the sum or sums so paid. Pursuant to Section 307 of the General Resolution, payments of principal may be made without requiring the surrender of the Bonds, and the Agency and the Trustee shall not be liable for the failure of DTC or any successor thereto to properly indicate on the Bonds the payment of such principal. . (e) No person Person other than DTC a Registered Owner, as shown in the Bond Register, shall receive a Bond certificate evidencing the obligation of the Agency Issuer to make payments of principal of and principal, premium, if any, and interest on the Bonds interest, pursuant to this resolution. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the transfer provisions hereof, the word “Cede” in this resolution shall refer to such new nominee of DTCIndenture. (af) Except in the case of payment upon maturity or redemption if the book-entry system is not in effect, any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of the Securities Depository, of the transfer of the beneficial owner’s interest in such Bond. (g) So long as the book-entry system is in effect, the Trustee, the Paying Agent, any co-paying agent and the Bond Registrar shall comply with the terms of the DTC Letter. (h) The Securities Depository may determine to discontinue providing its services service with respect to the Bonds at any time by giving reasonable written notice to and all relevant information on the Agency and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is not a successor securities depository), Bond certificates will be delivered as described in the General Resolution. (b) The Agency, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds if the Agency determines that: (i) DTC is unable to discharge its responsibilities with respect to the 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, as nominee of DTC, is not in the best interest of the Beneficial Owners beneficial owners of the Bonds, which shall include, without limitation, the name, address of record and taxpayer identification number of each such beneficial owner of the Bonds, to the Issuer and the Trustee. If there is no successor Securities Depository appointed by the Issuer, the Trustee, based solely upon information provided to it in writing by the Securities Depository, which shall include, without limitation, the name, address of record and taxpayer identification number of each such beneficial owner of the Bonds, shall authenticate and deliver Bonds to the beneficial owners thereof. In the event that no substitute the Company determines that the Securities Depository is incapable of discharging its responsibilities described herein or in any agreement among the Issuer, the Trustee and the Securities Depository, the Issuer, at the direction of the Company, shall (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities Exchange Act of 1934, as amended, notify the Securities Depository of the appointment of such successor securities depository is found and transfer one or more separate Bonds to such successor securities depository or (ii) notify the Securities Depository and the beneficial owners, identified by the Agency or restricted registration is no longer in effectSecurities Depository, Bond certificates will be delivered as described in the General Resolution. (c) Upon the termination of the services availability through the Securities Depository of DTC with respect Bonds and transfer one or more separate Bonds to the beneficial owners, identified in writing by the Securities Depository as having Bonds pursuant credited to subsection 206(3)(b)(ii) hereof, or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(a) or subsection 206(3)(b)(i) hereof after which no substitute securities depository willing to undertake the functions of DTC hereunder can be found which, in the opinion of the Agency, is willing and able to undertake their accounts. In such functions upon reasonable and customary termsevent, the Bonds shall no longer be restricted to being registered in the registration books kept by the Trustee Bond Register in the name of Cede as nominee of DTCthe 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 designate, in accordance with the provisions of this Indenture. Upon the General Resolution. (4) Notwithstanding any other provision written consent of this resolution to the contrary, so long as any Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, to DTC as provided in the Representation Letter 100% of the Agency addressed to DTC, dated the date of delivery and issuance beneficial owners of the Bonds. (5) In connection with any notice or other communication to be provided to Bondholders pursuant to this resolution by the Agency or the Trustee with respect to any consent or other action to be taken by the Bondholders, the Agency or the Trustee, as in accordance with any agreement among the case may beIssuer, the Trustee, and the Securities Depository, shall establish a record date (“Record Date”) withdraw the Bonds from the Securities Depository, and authenticate and deliver Bonds fully registered to the assignees of the Securities Depository or its nominee. If the request for such consent withdrawal is not the result of any issuer action or other action inaction, such withdrawal, authentication and give DTC notice delivery shall be at the cost and expense (including costs of printing, preparing and delivering such Record Date not less than 15 calendar days in advance Bonds) of the Persons requesting such Record Date to the extent possiblewithdrawal, authentication and delivery.

Book-Entry System. (1a) Except as provided in subparagraph 3 Notwithstanding the foregoing provisions of this Section 206Article II, the registered owner of all of the Bonds shall initially be and issued in the form of one typewritten fully registered Bond, without coupons, for the aggregate principal amount of the Bonds, which Bonds shall be registered in the name of Cede CEDE & Co. (“Cede”), CO. as nominee of The Depository Trust Company (“DTC”. Except as provided in Section 2.11(g). Payment of semi-annual interest for any , all Bonds shall be made in Federal or equivalent same day funds to the account of Cede on the interest payment date for the Bonds at the address indicated for Cede in the registry books of the Agency kept by the Trustee. (2) The Bonds shall be initially issued in the form of a separate single fully registered bond in the amount of each separate stated maturity of the Bonds. Upon initial issuance, the ownership of such Bond shall be registered in the registry registration books of the Agency kept by the Trustee Bond Registrar in the name of CedeCEDE & CO., as nominee of DTC. With respect to ; provided that if DTC shall request that the Bonds be registered in the name of a different nominee, the Trustee shall exchange all or any portion of the Bonds for an equal aggregate principal amount of Bonds registered in the registry name of such nominee or nominees of DTC. No Person other than DTC or its nominee shall be entitled to receive from the Issuer or the Trustee either a Bond or any other evidence of ownership of the Bonds, or any right to receive any payment in respect thereof unless DTC or its nominee shall transfer record ownership of all or any portion of the Bonds on the registration books kept maintained by the Trustee Bond Registrar, in connection with discontinuing the book entry system as provided in Section 2.11(g) or otherwise. (b) So long as the Bonds or any portion thereof are registered in the name of CedeDTC or any nominee thereof, as nominee of DTC, the Agency and The Trustee shall have no responsibility or obligation to any participant of DTC (a “Participant”) or to any person for whom a Participant acquires an interest in Bonds (a “Beneficial Owner”). Without limiting the immediately preceding sentence, the Agency and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy all payments of the records principal, purchase price or redemption price of DTC, Cede or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant, any Beneficial Owner or any other person, other than DTC, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant, any Beneficial Owner or any other person, other than DTC, of any amount with respect to the principal of, or premium, if any, or interest on the Bonds. The Agency and the Trustee may treat as and deem such Bonds shall be made to DTC to be the absolute owner of each Bond for the purpose of payment of the principal of and premium, if any, and interest on such Bonds, for the purpose of giving notices of redemption and other matters with respect to such Bonds, for the purpose of registering transfers with respect to such Bonds, and for all other purposes whatsoever. The Trustee shall pay all principal of and premium, if any, and interest or its nominee in same day funds on the Bonds only to or upon the order of DTC, and all dates provided for such payments under this Indenture. Each such payment to DTC or its nominee shall be valid and effective to fully satisfy and discharge all liability of the Agency’s obligations Issuer or the Trustee with respect to the principal or redemption price of and premium, if any, and or interest on the Bonds to the extent of the sum or sums so paid. Pursuant to Section 307 In the event of the General Resolution, payments redemption of principal may be made without requiring the surrender less than all of the BondsBonds Outstanding, and the Agency and the Trustee shall not require surrender by DTC or its nominee of the Bonds so redeemed, but DTC or its nominee may retain such Bonds and make an appropriate notation on the Bond certificate as to the amount of such partial redemption; provided that, in each case the Trustee shall request, and DTC shall deliver to the Trustee, a written confirmation of such partial redemption and thereafter the records maintained by the Trustee shall be liable conclusive as to the amount of the Bonds which have been redeemed. (c) The Issuer, the Trustee and the Company may treat DTC or its nominee as the sole and exclusive owner of the Bonds registered in its name for the failure purposes of payment of the principal or redemption price of, purchase price of, or interest on the Bonds, selecting the Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to Bondholders under this Indenture, registering the transfer of Bonds, obtaining any consent or other action to be taken by Bondholders and for all other purposes whatsoever; and none of the Issuer, the Trustee or the Company shall be affected by any notice to the contrary. None of the Issuer, the Trustee or the Company shall have any responsibility or obligation to any participant in DTC, any Person claiming a beneficial ownership interest in the Bonds under or through DTC or any successor thereto to properly indicate such participant, or any other Person which is not shown on the Bonds the payment of such principal. No person other than DTC shall receive a Bond evidencing the obligation registration books of the Agency to make payments of principal of and premiumTrustee as being a Bondholder, if any, and interest on the Bonds pursuant to this resolution. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the transfer provisions hereof, the word “Cede” in this resolution shall refer to such new nominee of DTC. (a) DTC may determine to discontinue providing its services with respect to any of the Bonds at any time by giving written notice to the Agency and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is not a successor securities depository), Bond certificates will be delivered as described in the General Resolution. (b) The Agency, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds if the Agency determines that: following: (i) DTC is unable to discharge its responsibilities with respect to the Bonds; or (ii) a continuation the accuracy of any records maintained by DTC or any such participant; or (iii) the payment by DTC or any such participant of any amount in respect of the requirement that all of principal or redemption price of, purchase price of, or interest on, the Outstanding Bonds be registered Bonds; or (iv) the delivery to any such participant or any Person claiming a beneficial ownership interest in the registration books kept Bonds of any notice which is permitted or required to be given to Bondholders under this Indenture; or (v) the selection by the Trustee DTC or any such participant of any Person to receive payment in the name event of Cede, as nominee of DTC, is not in the best interest of the Beneficial Owners a partial redemption of the Bonds. In the event that no substitute securities depository is found ; or (vi) any consent given or other action taken by the Agency or restricted registration is no longer in effect, Bond certificates will be delivered DTC as described in the General ResolutionBondholder. (cd) Upon the termination of the services of DTC with respect to So long as the Bonds pursuant to subsection 206(3)(b)(ii) hereof, or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(a) or subsection 206(3)(b)(i) hereof after which no substitute securities depository willing to undertake the functions of DTC hereunder can be found which, in the opinion of the Agency, 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 as nominee of DTC, but may be registered in whatever name or names Bondholders transferring or exchanging Bonds shall designate in accordance with the provisions of the General Resolution. (4) Notwithstanding any other provision of this resolution to the contrary, so long as any Bond is portion thereof are registered in the name of Cede, as DTC or any nominee of DTCthereof, all payments with respect notices required or permitted to be given to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond Bondholders under this Indenture shall be made and given, respectively, given to DTC as provided in the Representation Letter of in such form as is acceptable to the Agency addressed to Trustee, the Issuer, the Company and DTC, dated the date of delivery and issuance of the Bonds. (5e) In connection with any notice or other communication to be provided to Bondholders pursuant to this resolution Indenture by the Agency Issuer or the Trustee with respect to any consent or other action to be taken by the Bondholders, DTC shall consider the Agency date of receipt of notice requesting such consent or the Trustee, other action as the case may be, shall establish a record date (“Record Date”) for such consent or other action and action, unless the Issuer or the Trustee has established a special record date for such consent or other action. The Issuer or the Trustee shall give DTC notice of such Record Date special record date not less fewer than 15 fifteen (15) calendar days in advance of such Record Date special record date to the extent possible. (f) At or prior to the issuance of the Bonds, the Issuer and the Trustee have executed the applicable Representation Letter. Any successor Trustee shall, in its written acceptance of its duties under this Indenture, agree to take any actions necessary from time to time to comply with the requirements of the Representation Letter. (g) Except with respect to the Dutch Auction Rate (in which case the provisions of Section 2.12(g) control), the Book-Entry System for registration of the ownership of the Bonds may be discontinued at any time if: (A) The Issuer, the Company or the Remarketing Agent receive written notice from DTC to the effect that (1) a continuation of the requirement that all of the Bonds outstanding be registered in the registration books kept by the Trustee, as bond registrar, in the name of Cede & Co., as nominee of DTC, is not in the best interest of the beneficial owners of the Bonds, or (2) DTC is unable or unwilling to discharge its responsibilities and no substitute depository willing to undertake the functions of DTC hereunder is found which is willing and able to undertake such functions upon reasonable and customary terms; or (B) The Trustee receives written notice from Participants (as defined by DTC rules) representing interests in the required percentage under DTC rules of the Bonds outstanding, as shown on the records of DTC (and certified to such effect by DTC), that the continuation of the Book-Entry System is either no longer desirable or is no longer in the best interest of the beneficial owners of the Bonds. Upon occurrence of either such event, the Issuer may, at the request of the Company, attempt to establish a securities depository book-entry relationship with another securities depository. If the Issuer does not do so, or is unable to do so, and after the Issuer has notified DTC and upon surrender to the Trustee of the Bonds held by DTC, the Issuer will issue and the Trustee will authenticate and deliver the Bonds in registered certificate form in authorized denominations, at the expense of the Company, to such Persons, and in such maturities and principal amounts, as may be designated by DTC, but without any liability on the part of the Issuer, the Company or the Trustee for the accuracy of such designation. Whenever DTC requests the Issuer or the Trustee to do so, the Issuer or the Trustee shall cooperate with DTC in taking appropriate action after reasonable notice to arrange for another securities depository to maintain custody of certificates evidencing the Bonds. (h) Anything herein to the contrary notwithstanding, so long as any Bonds are registered in the name of DTC or any nominee thereof, in connection with any purchase of Bonds upon the demand of an owner, a beneficial owner of such Bonds must give notice of its election to have its Bonds purchased, through its participant, to the Tender Agent, and shall effect delivery of the Bonds by causing DTC’s direct participant to transfer the participant’s interest in the Bonds on DTC’s records to the Tender Agent. The requirement for physical delivery of the Bonds in connection with a demand for purchase or a mandatory purchase will be deemed satisfied when the ownership rights in the Bonds are transferred by direct participants on DTC’s records. (i) Upon any purchase of the Bonds in accordance with the terms hereof, payment of the purchase price shall be made to DTC and no surrender of certificates shall be required. Such sales shall be made through DTC participants (including the Remarketing Agent) and the new beneficial owners of such Bonds shall not receive delivery of Bond certificates. DTC shall transmit payments to DTC participants, and DTC participants shall transmit payments to beneficial owners whose Bonds were purchased pursuant to a remarketing. Neither the Issuer, the Trustee nor the Remarketing Agent is responsible for transfers of payments to DTC participants or beneficial owners. In the event of the purchase of less than all of the Bonds Outstanding, the Trustee shall not require surrender by DTC or its nominee of the Bonds so purchased for transfer, but DTC or its nominee may retain such Bonds and make an appropriate notation on its records; provided that, in each case, DTC shall deliver to the Trustee, a written confirmation of such purchase. (j) The provisions of this Section 2.11 are further subject to the provisions of Article V relating to Pledged Bonds and the provisions of the Representation Letter.

Book-Entry System. (1) Except as provided in subparagraph 3 Notwithstanding any other provisions of this Section 206Ordinance, if the Fiscal Officer determines in the Certificate of Award that it is in the best interest of and financially advantageous to the City, the registered owner Bonds may be issued in book entry form in accordance with the following provisions of all of this Section. The Bonds may be issued to a Depository for use in a book entry system and, if and so long as a book entry system is utilized, (i) the Bonds shall may be and the Bonds shall be registered in the name of Cede & Co. (“Cede”), as nominee of The Depository Trust Company (“DTC”). Payment of semi-annual interest for any Bonds shall be made in Federal or equivalent same day funds to the account of Cede on the interest payment date for the Bonds at the address indicated for Cede in the registry books of the Agency kept by the Trustee. (2) The Bonds shall be initially issued in the form of a separate single single, fully registered bond in the amount of Bond representing each separate stated maturity of the Bonds. Upon initial issuance, the ownership of such Bond shall be registered in the registry books of the Agency kept by the Trustee in the name of Cede, as nominee of DTC. With respect to Bonds registered in the registry books kept by the Trustee in the name of Cede, as nominee of DTC, the Agency and The Trustee shall have no responsibility or obligation to any participant of DTC (a “Participant”) or to any person for whom a Participant acquires an interest in Bonds (a “Beneficial Owner”). Without limiting the immediately preceding sentence, the Agency and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant, any Beneficial Owner or any other person, other than DTC, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant, any Beneficial Owner or any other person, other than DTC, of any amount with respect to the principal of, or premium, if any, or interest on the Bonds. The Agency 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, if any, and interest on such Bonds, for the purpose of giving notices of redemption rate within a maturity and other matters with respect to such Bonds, for the purpose of registering transfers with respect to such Bonds, and for all other purposes whatsoever. The Trustee shall pay all principal of and premium, if any, and interest on the Bonds only to or upon the order of DTC, and all such payments shall be valid and effective to fully satisfy and discharge the Agency’s obligations with respect to the principal of and premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. Pursuant to Section 307 of the General Resolution, payments of principal may be made without requiring the surrender of the Bonds, and the Agency and the Trustee shall not be liable for the failure of DTC or any successor thereto to properly indicate on the Bonds the payment of such principal. No person other than DTC shall receive a Bond evidencing the obligation of the Agency to make payments of principal of and premium, if any, and interest on the Bonds pursuant to this resolution. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the transfer provisions hereof, the word “Cede” in this resolution shall refer to such new nominee of DTC. (a) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Agency and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is not a successor securities depository), Bond certificates will be delivered as described in the General Resolution. (b) The Agency, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds if the Agency determines that: (i) DTC is unable to discharge its responsibilities with respect to the 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, as nominee of DTC, is not in the best interest of the Beneficial Owners of the Bonds. In the event that no substitute securities depository is found by the Agency or restricted registration is no longer in effect, Bond certificates will be delivered as described in the General Resolution. (c) Upon the termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(b)(ii) hereof, or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(a) or subsection 206(3)(b)(i) hereof after which no substitute securities depository willing to undertake the functions of DTC hereunder can be found which, in the opinion of the Agency, 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 as nominee of DTC, but may be registered in whatever name or names Bondholders transferring or exchanging Bonds shall designate in accordance with the provisions of the General Resolution. (4) Notwithstanding any other provision of this resolution to the contrary, so long as any Bond is registered in the name of Cedethe Depository or its nominee, as nominee of DTC, all payments with respect to the principal of and premium, if anyregistered owner, and deposited and maintained in the custody of the Depository or its designated agent which may be the Bond Registrar; (ii) the book entry interest owners of Bonds in book entry form shall not have any right to receive Bonds in the form of physical securities or certificates; (iii) ownership of book entry interests in Bonds in book entry form shall be shown by book entry on such Bond the system maintained and all notices with respect to such Bond operated by the Depository and its Participants, and transfers of the ownership of book entry interests shall be made only by book entry by the Depository and givenits Participants; and (iv) the Bonds as such shall not be transferable or exchangeable, respectivelyexcept for transfer to another Depository or to another nominee of a Depository, without further action by the City. If any Depository determines not to continue to act as a Depository for the Bonds for use in a book entry system, the Fiscal Officer may attempt to establish a securities depository/book entry relationship with another qualified Depository. If the Fiscal Officer does not or is unable to do so, the Fiscal Officer, after making provision for notification of the book entry interest owners by the then Depository and any other arrangements deemed necessary, shall permit withdrawal of the Bonds from the Depository, and shall cause Bond certificates in registered form to be authenticated by the Bond Registrar and delivered to the assigns of the Depository or its nominee, all at the cost and expense (including any costs of printing), if the event is not the result of City action or inaction, of those persons requesting such issuance. The Fiscal Officer is hereby authorized and directed, to DTC as provided the extent necessary or required, to enter into any agreements, in the Representation Letter name and on behalf of the Agency addressed City, that the Fiscal Officer determines to DTC, dated the date of delivery and issuance of be necessary in connection with a book entry system for the Bonds. (5) In connection with any notice or other communication to be provided to Bondholders pursuant to this resolution by the Agency or the Trustee with respect to any consent or other action to be taken by the Bondholders, the Agency or the Trustee, as the case may be, shall establish a record date (“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.

Book-Entry System. ‌ (1a) Except as provided in subparagraph 3 (c) of this Section 2062.11, the registered owner of all of the Bonds shall be be, and the Bonds shall be registered in the name of of, Cede & Co. (“Cede”), as nominee of The Depository Trust Company (“DTC”). Payment of semi-annual interest for any Bonds shall be made in Federal or equivalent same by transfer of same-day funds to the account of Cede on the interest payment date for the Bonds at the address indicated for Cede in the registry registration books of the Agency Issuer kept by the Trustee. (2b) The Bonds shall be initially issued in the form of a separate single fully registered bond in the amount of each separate separately stated maturity of the Bonds. Upon initial issuance, the ownership of such Bond Bonds shall be registered in the registry books of the Agency Issuer kept by the Trustee in the name of Cede, as nominee of DTC. With respect to Bonds registered in the registry books kept by the Trustee in the name of Cede, as nominee of DTC, the Agency Issuer and The the Trustee shall have no responsibility or obligation to any participant of DTC (a “Participant”) or to any person for whom a Participant acquires an interest in the Bonds (a “Beneficial Owner”). Without limiting the immediately preceding sentence, the Agency Issuer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant, any Beneficial Owner or any other person, other than DTC, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant, any Beneficial Owner or any other person, other than DTC, of any amount with respect to the principal of, or premium, if any, of or interest on the Bonds. The Agency 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, if any, and interest on such BondsBond, for the purpose of giving notices of redemption and other matters with respect to such BondsBond, for the purpose of registering transfers with respect to such BondsBond, and for all other purposes whatsoever. The Trustee shall pay all principal of and premium, if any, and interest on the Bonds only to or upon the order of DTC, and all such payments shall be valid and effective to fully satisfy and discharge the AgencyIssuer’s obligations with respect to the principal of and premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. Pursuant to Section 307 of the General Resolution, payments Payments of principal may be made without requiring the surrender of the Bonds, and the Agency Issuer and the Trustee shall not be liable for the failure of DTC or any successor thereto to properly indicate on the Bonds the payment of such principal. No person other than DTC shall receive a Bond evidencing the obligation of the Agency Issuer to make payments of principal of and premium, if any, and interest on the Bonds pursuant to this resolutionIndenture. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the transfer provisions hereof, the word “Cede” in this resolution Indenture shall refer to such new nominee of DTC. (ac) (i) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Agency Issuer and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is not a successor securities depository), Bond certificates will be delivered as described in the General Resolutionthis Indenture. (b) The Agency, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds if the Agency determines that: (i) DTC is unable to discharge its responsibilities with respect to the 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, as nominee of DTC, is not in the best interest of the Beneficial Owners of the Bonds. In the event that no substitute securities depository is found by the Agency or restricted registration is no longer in effect, Bond certificates will be delivered as described in the General Resolution. (c) Upon the termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(b)(ii) hereof, or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(a) or subsection 206(3)(b)(i) hereof after which no substitute securities depository willing to undertake the functions of DTC hereunder can be found which, in the opinion of the Agency, 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 as nominee of DTC, but may be registered in whatever name or names Bondholders transferring or exchanging Bonds shall designate in accordance with the provisions of the General Resolution. (4) Notwithstanding any other provision of this resolution to the contrary, so long as any Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, to DTC as provided in the Representation Letter of the Agency addressed to DTC, dated the date of delivery and issuance of the Bonds. (5) In connection with any notice or other communication to be provided to Bondholders pursuant to this resolution by the Agency or the Trustee with respect to any consent or other action to be taken by the Bondholders, the Agency or the Trustee, as the case may be, shall establish a record date (“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.

Book-Entry System. Except as otherwise provided in a Supplemental Trust Agreement, upon the initial issuance and delivery of the Bonds after January 1, 2006, such Additional Bonds (1referred to in this section as "Book Entry Bonds") shall be issued in the name of the Securities Depository or its nominee, as registered owner of the Bonds, and held in the custody of the Securities Depository. (A) Except as provided in subparagraph 3 subsections B and C of this Section 206Section, the registered owner Holder of all of the Book Entry Bonds shall be be, and the Book Entry Bonds shall be registered in the name of of, Cede & Co. (“Cede”)Co., as nominee of The Depository Trust Company (“DTC”). Payment of semi-annual interest for any Bonds Book Entry Bond, as applicable, shall be made in Federal or equivalent same day funds accordance with the provisions of this Trust Agreement to the account of Cede Cede, on the interest payment date Interest Payment Date for the Book Entry Bonds at the address indicated for Cede in the registry registration books of the Agency Authority kept by the TrusteeBond Registrar. (2B) The Book Entry Bonds shall be initially issued in the form of a separate single fully registered bond Bond in the amount of each separate stated maturity of the Book Entry Bonds. Upon initial issuance, the ownership of each such Book Entry Bond shall be registered in the registry registration books of the Agency kept by the Trustee Bond Registrar in the name of Cede, as nominee of DTC. With respect to Book Entry Bonds so registered in the registry books kept by the Trustee in the name of Cede, as nominee of DTCthe Authority, the Agency Bond Registrar and The Trustee any Paying Agent shall have no responsibility or obligation to any participant of DTC (a “Participant”) Participant or to any person for whom a Participant acquires an interest in Bonds (a “Beneficial Owner”)Owner of any of such Book Entry Bonds. Without limiting the immediately preceding sentence, the Agency Authority, the Bond Registrar and the Trustee any Paying Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede or any DTC Participant with respect to any beneficial ownership interest in the Book Entry 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 Book Entry Bonds, 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 principal or Redemption Price of, or premiuminterest on, if any, or interest on any of the Book Entry Bonds. The Agency Authority, the Bond Registrar and the Trustee any Paying Agent may treat as DTC as, and deem DTC to be be, the absolute owner Holder of each Book Entry Bond for the purpose of all purposes whatsoever, including (but not limited to) (a) payment of the principal of and premium, if anyor Redemption Price of, and interest on on, each such BondsBook Entry Bond, for the purpose of (b) giving notices of redemption and other matters with respect to such Bonds, for the purpose of Book Entry Bonds and (c) registering transfers with respect to such Book Entry Bonds, and for all other purposes whatsoever. The Trustee Paying Agent shall pay all the principal of and premium, if anyor Redemption Price of, and interest on the on, all Book Entry Bonds only to or upon the order of DTC, and all such payments payment shall be valid and effective to satisfy fully satisfy and discharge the Agency’s Authority's obligations with respect to the such principal of or Redemption Price and premiuminterest, if any, and interest on the Bonds to the extent of the sum or sums so paid. Pursuant to Except as provided in Section 307 of the General Resolution2.04(E), payments of principal may be made without requiring the surrender of the Bonds, and the Agency and the Trustee shall not be liable for the failure of DTC or any successor thereto to properly indicate on the Bonds the payment of such principal. No no person other than DTC shall receive a Book Entry Bond evidencing the obligation of the Agency Authority to make payments of principal of and premium, if anyor Redemption Price of, and interest on the Bonds on, any such Book Entry Bond pursuant to this resolutionTrust Agreement. Upon delivery by DTC to the Trustee Bond Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the transfer provisions hereofof this Trust Agreement, the word “Cede” in this resolution Trust Agreement shall refer to such new nominee of DTC. Except as provided in Section 2.04(E), and notwithstanding any other provisions of this Trust Agreement to the contrary, the Book Entry Bonds may be registered, in whole but not in part, only in the name of the DTC or a nominee of DTC or to any successor securities depository appointed pursuant to this Section 2.04 or any nominee thereof. (aC) DTC may determine to discontinue providing its services with respect to the Book Entry Bonds at any time by giving written notice to the Agency Authority, the Bond Registrar and discharging the Paying Agent, which notice shall certify that DTC has discharged its responsibilities with respect thereto to the Book Entry Bonds under applicable law. Under such circumstances (if there is not a successor securities depository), Bond certificates will be delivered as described in the General Resolution. (bD) The AgencyAuthority, in its sole discretion and without the consent of any other person, and upon compliance with any agreements between the Authority and DTC, may terminate request termination of the services of DTC with respect to the Book Entry Bonds if the Agency Authority determines that: : (i) DTC is unable to discharge its responsibilities with respect to the Book Entry Bonds; or (ii) a continuation of the requirement that all of the Outstanding Book Entry Bonds be registered in the registration books kept by the Trustee Bond Registrar in the name of Cede, as nominee of DTC, is not in the best interest of the Beneficial Owners Owner of the Book Entry Bonds. In Current DTC rules provide that upon receipt of such a request, DTC will take the event following actions: (i) DTC will issue an “Important Notice” notifying its Participants of the receipt of a withdrawal request from the Authority reminding Participants that no substitute they may utilize DTC’s withdrawal procedures if they wish to withdraw their securities depository is found from DTC; and (ii) DTC will process withdrawal requests submitted by the Agency or restricted registration is no longer in effect, Bond certificates will be delivered as described Participants in the General Resolution. (c) Upon ordinary course of business, but will not effectuate withdrawals based upon a request from the termination of Authority. The Authority shall, by written notice to the Bond Registrar, terminate the services of DTC with respect to the Book Entry Bonds pursuant upon receipt by the Authority, the Bond Registrar and the Paying Agent of written notice from DTC to subsection 206(3)(b)(iithe effect that DTC has received written notice from DTC Participants having interests, as shown in the records of DTC, in an aggregate principal amount of not less than fifty percent (50%) hereof, or upon the discontinuance or termination of the services aggregate principal amount of the Outstanding Book Entry Bonds to the effect that: (i) DTC is unable to discharge its responsibilities with respect to the Bonds pursuant to subsection 206(3)(a) or subsection 206(3)(b)(i) hereof after which no substitute securities depository willing to undertake the functions of DTC hereunder can be found which, in the opinion of the Agency, 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 as nominee of DTC, but may be registered in whatever name or names Bondholders transferring or exchanging Bonds shall designate in accordance with the provisions of the General Resolution. (4) Notwithstanding any other provision of this resolution to the contrary, so long as any Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, to DTC as provided in the Representation Letter of the Agency addressed to DTC, dated the date of delivery and issuance of the Book Entry Bonds. (5) In connection with any notice or other communication to be provided to Bondholders pursuant to this resolution by the Agency or the Trustee with respect to any consent or other action to be taken by the Bondholders, the Agency or the Trustee, as the case may be, shall establish a record date (“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.; or

Book-Entry System. (1) Except DTC will act as provided in subparagraph 3 of this Section 206, the registered owner of all of the Bonds shall be and the Bonds shall be registered in the name of Cede & Co. (“Cede”), as nominee of The initial Securities Depository Trust Company (“DTC”). Payment of semi-annual interest for any Bonds shall be made in Federal or equivalent same day funds to the account of Cede on the interest payment date for the Bonds at the address indicated for Cede in the registry books of the Agency kept by the Trustee. (2) Bonds. The Bonds shall be initially issued in the form of a separate single fully registered bond in the amount of each separate stated maturity of the Bonds. Upon initial issuance, the ownership of such Bond shall be registered in the registry books of the Agency kept by the Trustee in the name of CedeCede & Co., as nominee for DTC, as Registered Owner of the Bonds, and held in the custody of DTC. So long as Cede & Co. is the Registered Owner of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or holders of the Bonds shall mean Cede & Co. and shall not mean the beneficial owners of the Bonds. (2) While DTC is the Securities Depository, the ownership interest of each of the beneficial owners of the Bonds will be 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. (3) With respect to Bonds registered in the registry books kept by the Trustee in the name of Cede, as nominee of DTCthe Securities Depository, the Agency Authority, the Bond Registrar, the Paying Agent, any co-paying agent and The the Trustee shall have no responsibility or obligation to any participant Person on behalf of DTC (a “Participant”) or to any person for whom a Participant acquires such Securities Depository holds an interest in Bonds (a “Beneficial Owner”)the Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Agency Authority, the Bond Registrar, the Paying Agent, any co-paying agent and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede or any Participant the Securities Depository with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant, any Beneficial Owner or any other personPerson, other than DTCa Bondholder, as shown on the Bond Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant, any Beneficial Owner or any other personPerson, other than DTCa Registered Owner, as shown in the Bond Register of any amount with respect to the principal of, or premium, if any, or interest on on, the Bonds. The Agency . (4) Notwithstanding any other provisions of this Indenture to the contrary, the Authority, the Bond Registrar, the Paying Agent, any co-paying agent and the Trustee may shall be entitled to treat and consider the Person in whose name each Bond is registered in the Bond Register as and deem DTC to be the absolute owner of each such Bond for the purpose of payment of the principal of and principal, premium, if any, and interest on with respect to such BondsBond, for the purpose of giving notices of redemption and other matters with respect to such BondsBond, for the purpose of registering transfers with respect to such BondsBond, and for all other purposes whatsoever. The Trustee Paying Agent shall pay all principal of and of, premium, if any, and interest on the Bonds only to or upon the order of DTCthe respective owners, as shown in the Bond Register as provided in this Indenture, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Agency’s Authority's obligations with respect to the payment of principal of and of, premium, if any, and interest on on, the Bonds to the extent of the sum or sums so paid. Pursuant to Section 307 of the General Resolution, payments of principal may be made without requiring the surrender of the Bonds, and the Agency and the Trustee shall not be liable for the failure of DTC or any successor thereto to properly indicate on the Bonds the payment of such principal. . (5) No person Person other than DTC a Registered Owner, as shown in the Bond Register, shall receive a Bond certificate evidencing the obligation of the Agency Authority to make payments of principal of and principal, premium, if any, and interest on the Bonds interest, pursuant to this resolution. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the transfer provisions hereof, the word “Cede” in this resolution shall refer to such new nominee of DTCIndenture. (a6) Except in the case of payment upon maturity or redemption if the book-entry system is not in effect, any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of the Securities Depository, of the transfer of the beneficial owner's interest in such Bond. (7) So long as the book-entry system is in effect, the Trustee, the Paying Agent, any co-paying agent and the Bond Registrar shall comply with the terms of the DTC Letter. (8) The Securities Depository may determine to discontinue providing its services service with respect to the Bonds at any time by giving reasonable written notice to and all relevant information on the Agency and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is not a successor securities depository), Bond certificates will be delivered as described in the General Resolution. (b) The Agency, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds if the Agency determines that: (i) DTC is unable to discharge its responsibilities with respect to the 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, as nominee of DTC, is not in the best interest of the Beneficial Owners beneficial owners of the Bonds, which shall include, without limitation, the name, address of record and taxpayer identification number of each such beneficial owner of the Bonds, to the Authority and the Trustee. If there is no successor Securities Depository appointed by the Authority, the Trustee, based solely upon information provided to it in writing by the Securities Depository, which shall include, without limitation, the name, address of record and taxpayer identification number of each such beneficial owner of the Bonds, shall authenticate and deliver Bonds to the beneficial owners thereof. In the event that no substitute the Company determines that the Securities Depository is incapable of discharging its responsibilities described herein or in any agreement among the Authority, the Trustee and the Securities Depository, the Authority, at the direction of the Company, shall (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities Exchange Act of 1934, as amended, notify the Securities Depository of the appointment of such successor securities depository is found and transfer one or more separate Bonds to such successor securities depository or (ii) notify the Securities Depository and the beneficial owners, identified by the Agency or restricted registration is no longer in effectSecurities Depository, Bond certificates will be delivered as described in the General Resolution. (c) Upon the termination of the services availability through the Securities Depository of DTC with respect Bonds and transfer one or more separate Bonds to the beneficial owners, identified in writing by the Securities Depository as having Bonds pursuant credited to subsection 206(3)(b)(ii) hereof, or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(a) or subsection 206(3)(b)(i) hereof after which no substitute securities depository willing to undertake the functions of DTC hereunder can be found which, in the opinion of the Agency, is willing and able to undertake their accounts. In such functions upon reasonable and customary termsevent, the Bonds shall no longer be restricted to being registered in the registration books kept by the Trustee Bond Register in the name of Cede as nominee of DTCthe 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 designate, in accordance with the provisions of this Indenture. Upon the General Resolution. (4) Notwithstanding any other provision written consent of this resolution to the contrary, so long as any Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, to DTC as provided in the Representation Letter 100% of the Agency addressed to DTC, dated the date of delivery and issuance beneficial owners of the Bonds. , the Trustee, in accordance with any agreement among the Authority, the Trustee, and the Securities Depository, shall withdraw the Bonds from the Securities Depository, and authenticate and deliver Bonds fully registered to the assignees of the Securities Depository or its nominee. If the request for such withdrawal is not the result of any Authority action or inaction, such withdrawal, authentication and delivery shall be at the cost and expense (5including costs of printing, preparing and delivering such Bonds) of the Persons requesting such withdrawal, authentication and delivery. In connection with any notice proposed transfer outside the book-entry system, the Authority or other communication the Company shall provide or cause to be provided to Bondholders pursuant to this resolution by the Agency or the Trustee all information necessary to allow the Trustee to comply with respect any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Code Section 6045. The Trustee may rely on the information provided to any consent it and shall have no responsibility to verify or other action to be taken by ensure the Bondholders, the Agency or the Trustee, as the case may be, shall establish a record date (“Record Date”) for such consent or other action and give DTC notice accuracy of such Record Date not less than 15 calendar days in advance of such Record Date to the extent possibleinformation.

Book-Entry System. (1a) Except DTC will act as provided in subparagraph 3 of this Section 206, the registered owner of all of the Bonds shall be and the Bonds shall be registered in the name of Cede & Co. (“Cede”), as nominee of The Securities Depository Trust Company (“DTC”). Payment of semi-annual interest for any Bonds shall be made in Federal or equivalent same day funds to the account of Cede on the interest payment date for the Bonds at the address indicated for Cede in the registry books of the Agency kept by the Trustee. (2) Bonds. The Bonds shall be initially issued in the form of a separate single fully registered bond in the amount of each separate stated maturity of the Bonds. Upon initial issuance, the ownership of such Bond shall be registered in the registry books of the Agency kept by the Trustee in the name of CedeCede & Co. (DTC's partnership nominee). So long as Cede & Co. is the Registered Owner of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or holders or Owners of the Bonds shall mean Cede & Co. and shall not mean the beneficial owners of the Bonds. (b) The ownership interest of each of the Beneficial Owners of the Bonds will be recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners of the Bonds. (c) With respect to Bonds registered in the registry books kept by the Trustee in the name of CedeCede & Co., as nominee of DTC's nominee, the Agency Issuer and The the Trustee shall have no responsibility or obligation to any participant of DTC (a “Participant”) Participant or to any person for on behalf of whom such a DTC Participant acquires holds an interest in Bonds (a “Beneficial Owner”)the Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Agency Issuer and the Trustee 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 Participant, any Beneficial Owner DTC Participant or any other person, other than DTCa Bondholder, as shown on the registration books, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant, any Beneficial Owner DTC Participant or any other person, other than DTCa Registered Owner, as shown in the registration books of any amount with respect to the principal of, or premium, if any, or interest on on, the Bonds. The Agency . (d) Notwithstanding any other provisions of this Indenture to the contrary, the Issuer and the Trustee may shall be entitled to treat and consider the person in whose name each Bond is registered in the registration books as and deem DTC to be the absolute owner of each such Bond for the purpose of payment of the principal of and principal, premium, if any, and interest on with respect to such BondsBond, for the purpose of giving notices of redemption and other matters with respect to such BondsBond, for the purpose of registering transfers with respect to such BondsBond, and for all other purposes whatsoever. The Trustee shall pay all principal of and of, premium, if any, and interest on the Bonds only to or upon the order of DTCthe respective owners, as shown in the registration books 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 Agency’s Issuer's obligations with respect to the payment of principal of and of, premium, if any, and interest on on, the Bonds to the extent of the sum or sums so paid. Pursuant to Section 307 of the General Resolution, payments of principal may be made without requiring the surrender of the Bonds, and the Agency and the Trustee shall not be liable for the failure of DTC or any successor thereto to properly indicate on the Bonds the payment of such principal. . (e) No person other than DTC a Registered Owner, as shown in the registration books, shall receive a Bond certificate evidencing the obligation of the Agency Issuer to make payments of principal of and principal, premium, if any, and interest on the Bonds interest, pursuant to this resolution. Upon Indenture. (f) Any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book‑entry system is in effect, be satisfied by the notation on the books of DTC to or a DTC Participant, if applicable, of the transfer of the Beneficial Owner's interest in such Bond. (g) So long as the book‑entry system is in effect, the Trustee and the Issuer shall comply with the terms of written notice to the effect that DTC has determined to substitute Letter of Representations, a new nominee in place copy of Cede, which is attached hereto as Exhibit B and subject to the transfer provisions made a part hereof, the word “Cede” in this resolution shall refer to such new nominee or an alternate Letter of Representations as required by DTC. (ah) DTC may determine to discontinue providing its services service with respect to the Bonds at any time by giving reasonable written notice and all relevant information on the Beneficial Owners of the Bonds to the Agency Issuer or the Trustee and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if If there is not a no successor securities depository), Bond certificates will be delivered as described in the General Resolution. (b) The Agency, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds if the Agency determines that: (i) DTC is unable to discharge its responsibilities with respect to the Bonds; or (ii) a continuation of the requirement that all of the Outstanding Bonds be registered in the registration books kept Securities Depository appointed by the Issuer, the Trustee in the name of Cede, as nominee of DTC, is not in the best interest of shall authenticate and deliver Bonds to the Beneficial Owners of the Bonds. In the event that no substitute securities depository is found by the Agency or restricted registration is no longer in effect, Bond certificates will be delivered as described in the General Resolution. (c) Upon the termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(b)(ii) hereof, or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(a) or subsection 206(3)(b)(i) hereof after which no substitute securities depository willing to undertake the functions of DTC hereunder can be found which, in the opinion of the Agency, 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 as nominee of DTC, but may be registered in whatever name or names Bondholders transferring or exchanging Bonds shall designate thereof in accordance with the provisions information respecting the Beneficial Owners provided to the Trustee by DTC, but without any liability on the part of the General Resolution. (4) Notwithstanding any other provision of this resolution to the contrary, so long as any Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, to DTC as provided in the Representation Letter of the Agency addressed to DTC, dated the date of delivery and issuance of the Bonds. (5) In connection with any notice or other communication to be provided to Bondholders pursuant to this resolution by the Agency Issuer or the Trustee with respect for the accuracy of such information. The Issuer, at the direction of the Company, may determine not to continue participation in the system of book entry transfers through DTC (or a successor Securities Depository) at any consent time by giving reasonable written notice to DTC (or other action to be taken by a successor Securities Depository) and the BondholdersTrustee. In such event, the Agency or Issuer shall execute and deliver to the Trustee, as and the case may beTrustee shall authenticate and deliver the Bonds to the Beneficial Owners thereof in accordance with the information respecting the Beneficial Owners provided to the Trustee by DTC, shall establish a record date (“Record Date”) but without any liability on the part of the Issuer or the Trustee for such consent or other action and give DTC notice the accuracy of such Record Date not less than 15 calendar days in advance information. The Chair or Vice-Chair of such Record Date the Issuer are hereby authorized to execute any additional Letter of Representations or similar document necessary from time to time to continue or provide for the extent possibleDTC book‑entry system.

Book-Entry System. (1a) Except as provided in subparagraph 3 of this Section 206Unless otherwise determined by the Issuer, the registered owner of all of the Bonds shall be and issued in the Bonds shall be form of a single certificated fully-registered Bond, registered in the name of Cede & Co. (“Cede”), as nominee of The Depository Trust Company (“DTC”). Payment of semi-annual interest for any Bonds shall be made in Federal or equivalent same day funds to the account of Cede on the interest payment date for the Bonds at the address indicated for Cede in the registry books of the Agency kept by the Trustee. (2) The Bonds shall be initially issued in the form of a separate single fully registered bond in the amount of each separate stated maturity of the Bonds. Upon initial issuance, the ownership of such Bond shall be registered in the registry books of the Agency kept by the Trustee in the name of Cede, as nominee of DTC. With respect to Bonds registered in the registry books kept by the Trustee in the name of CedeCo., as nominee of DTC, or any successor nominee (the Agency “Nominee”). The actual owners of the Bonds (the “Beneficial Owners”) will not receive physical delivery of Bond certificates except as provided herein. Except as provided in paragraph (d) below, all of the outstanding Bonds shall be so registered in the registration books kept by the Registrar, and The the provisions of this Section shall apply thereto. (b) With respect to Bonds registered on the registration books kept by the Registrar in the name of the Nominee, the Issuer, the Company, the Registrar and the Trustee shall have no responsibility or obligation to any participant of DTC (a “Participant”) Participant or to any person for whom a Participant acquires an interest in Bonds (a “the Beneficial Owner”)Owners. Without limiting the immediately preceding sentence, the Agency Issuer, the Company, the Registrar and the Trustee shall have no responsibility or obligation to DTC, any DTC Participant or any Beneficial Owner with respect to (i1) the accuracy of the records of DTC, Cede the Nominee or any DTC Participant with respect to any ownership interest in the Bonds, (ii2) the delivery to any Participant, any Beneficial Owner by DTC or any other person, other than DTC, DTC Participant of any notice with respect to the Bonds, including any notice of redemption, or (iii3) the payment to any Participant, any DTC Participant or Beneficial Owner or any other person, other than DTC, of any amount with respect to the principal or purchase price of, or premium, if any, or interest on on, the Bonds. The Agency Issuer, the Company, the Registrar and the Trustee may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as and deem DTC to be the absolute owner of each such Bond for the purpose of payment of the principal of and premiumprincipal, if anypurchase price, premium and interest on with respect to such BondsBond, for the purpose of giving notices of redemption and other matters with respect to such BondsBond, for the purpose of registering transfers with respect to such BondsBond, and for all other purposes whatsoever. The Trustee shall pay all principal of and premium, premium if any, and interest on on, the Bonds only to or upon the order of DTCthe respective Owners, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the AgencyIssuer’s obligations with respect to the payment of principal of of, and premium, if any, and interest on on, the Bonds to the extent of the sum or sums so paid. Pursuant to Section 307 of the General Resolution, payments of principal may be made without requiring the surrender of the Bonds, and the Agency and the Trustee shall not be liable for the failure of DTC or any successor thereto to properly indicate on the Bonds the payment of such principal. No person other than DTC an Owner, as shown in the registration books kept by the Registrar, shall receive a certificated Bond evidencing the obligation of the Agency Issuer to make payments of principal of and principal, premium, if any, and interest on the Bonds pursuant to this resolution. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the transfer provisions hereof, the word “Cede” in this resolution shall refer to such new nominee of DTCIndenture. (ac) The Issuer has executed and delivered to DTC a letter of representations in customary form with respect to the Bonds in book-entry form (the “DTC Representation Letter”). (d) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written reasonable notice to the Agency Issuer or the Trustee and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is not a successor securities depository)The Issuer, Bond certificates will be delivered as described in the General Resolution. (b) The Agency, in its sole discretion and without with the consent of any other personthe Company, may terminate the services of DTC with respect to the Bonds if the Agency determines that: (i) DTC is unable to discharge its responsibilities with respect to the 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, as nominee of DTC, is not in the best interest of the Beneficial Owners of the Bonds. In the event that no substitute securities depository is found by the Agency or restricted registration is no longer in effect, Bond certificates will be delivered as described in the General Resolution. (c) Upon the termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(b)(ii) hereof, or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(a) or subsection 206(3)(b)(i) hereof after which no Bonds, unless a substitute securities depository willing is appointed to undertake the functions of DTC hereunder can be found whichhereunder, in the opinion Issuer, at the expense of the AgencyCompany, is willing obligated to deliver Bond certificates to the Beneficial Owners of such Bonds, as described in this Indenture, 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 Registrar in the name of Cede as nominee of DTCthe Nominee, but may be registered in whatever name or names Bondholders Owners transferring or exchanging Bonds shall designate designate, in accordance with the provisions of this Indenture. The Trustee, the General ResolutionRegistrar and the Issuer may conclusively rely on information provided by DTC and DTC Participants as to the identity of the Owners and the amount owed. (4e) Notwithstanding any other provision of this resolution Indenture to the contrary, so long as any Bond is registered in the name of Cede, as nominee of DTCthe Nominee, all payments with respect to the principal of and of, or premium, if any, and interest on on, such Bond and all notices with respect to such Bond shall be made and given, respectively, to DTC as in the manner provided in the DTC Representation Letter Letter. Owners shall have no lien or security interest in any rebate or refund paid by DTC to the Trustee which arises from the payment by the Trustee of principal of, or premium, if any, or interest on, the Agency addressed Bonds in immediately available funds to DTC, dated the date of delivery and issuance of the Bonds. (5) In connection with any notice or other communication to be provided to Bondholders pursuant to this resolution by the Agency or the Trustee with respect to any consent or other action to be taken by the Bondholders, the Agency or the Trustee, as the case may be, shall establish a record date (“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.

Book-Entry System. (1a) Except DTC will act as provided in subparagraph 3 of this Section 206, the registered owner of all of the Bonds shall be and the Bonds shall be registered in the name of Cede & Co. (“Cede”), as nominee of The initial Securities Depository Trust Company (“DTC”). Payment of semi-annual interest for any Bonds shall be made in Federal or equivalent same day funds to the account of Cede on the interest payment date for the Bonds at the address indicated for Cede in the registry books of the Agency kept by the Trustee. (2) Bonds. The Bonds shall be initially issued in the form of a separate single fully registered bond in the amount of each separate stated maturity of the Bonds. Upon initial issuance, the ownership of such Bond shall be registered in the registry books of the Agency kept by the Trustee in the name of CedeCede & Co., as nominee for DTC, as Registered Owner of the Bonds, and held in the custody of DTC. So long as Cede & Co. is the Registered Owner of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or 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 registry books kept by the Trustee in the name of Cede, as nominee of DTCthe Securities Depository, the Agency Authority, the Bond Registrar, the Paying Agent, any co-paying agent and The the Trustee shall have no responsibility or obligation to any participant Person on behalf of DTC (a “Participant”) or to any person for whom a Participant acquires such Securities Depository holds an interest in Bonds (a “Beneficial Owner”)the Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Agency Authority, the Bond Registrar, the Paying Agent, any co-paying agent and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede or any Participant the Securities Depository with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant, any Beneficial Owner or any other personPerson, other than DTCa Bondholder, as shown on the Bond Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant, any Beneficial Owner or any other personPerson, other than DTCa Registered Owner, as shown in the Bond Register of any amount with respect to the principal of, or premium, if any, or interest on on, the Bonds. The Agency . (d) Notwithstanding any other provisions of this Indenture to the contrary, the Authority, the Bond Registrar, the Paying Agent, any co-paying agent and the Trustee may shall be entitled to treat and consider the Person in whose name each Bond is registered in the Bond Register as and deem DTC to be the absolute owner of each such Bond for the purpose of payment of the principal of and principal, premium, if any, and interest on with respect to such BondsBond, for the purpose of giving notices of redemption and other matters with respect to such BondsBond, for the purpose of registering transfers with respect to such BondsBond, and for all other purposes whatsoever. The Trustee Paying Agent shall pay all principal of and of, premium, if any, and interest on the Bonds only to or upon the order of DTCthe respective owners, as shown in the Bond Register as provided in this Indenture, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Agency’s Authority's obligations with respect to the payment of principal of and of, premium, if any, and interest on on, the Bonds to the extent of the sum or sums so paid. Pursuant to Section 307 of the General Resolution, payments of principal may be made without requiring the surrender of the Bonds, and the Agency and the Trustee shall not be liable for the failure of DTC or any successor thereto to properly indicate on the Bonds the payment of such principal. . (e) No person Person other than DTC a Registered Owner, as shown in the Bond Register, shall receive a Bond certificate evidencing the obligation of the Agency Authority to make payments of principal of and principal, premium, if any, and interest on the Bonds interest, pursuant to this resolution. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the transfer provisions hereof, the word “Cede” in this resolution shall refer to such new nominee of DTCIndenture. (af) Except in the case of payment upon maturity or redemption if the book-entry system is not in effect, any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of the Securities Depository, of the transfer of the beneficial owner's interest in such Bond. (g) So long as the book-entry system is in effect, the Trustee, the Paying Agent, any co-paying agent and the Bond Registrar shall comply with the terms of the DTC Letter. (h) The Securities Depository may determine to discontinue providing its services service with respect to the Bonds at any time by giving reasonable written notice to and all relevant information on the Agency and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is not a successor securities depository), Bond certificates will be delivered as described in the General Resolution. (b) The Agency, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds if the Agency determines that: (i) DTC is unable to discharge its responsibilities with respect to the 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, as nominee of DTC, is not in the best interest of the Beneficial Owners beneficial owners of the Bonds, which shall include, without limitation, the name, address of record and taxpayer identification number of each such beneficial owner of the Bonds, to the Authority and the Trustee. If there is no successor Securities Depository appointed by the Authority, the Trustee, based solely upon information provided to it in writing by the Securities Depository, which shall include, without limitation, the name, address of record and taxpayer identification number of each such beneficial owner of the Bonds, shall authenticate and deliver Bonds to the beneficial owners thereof. In the event that no substitute the Company determines that the Securities Depository is incapable of discharging its responsibilities described herein or in any agreement among the Authority, the Trustee and the Securities Depository, the Authority, at the direction of the Company, shall (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities Exchange Act of 1934, as amended, notify the Securities Depository of the appointment of such successor securities depository is found and transfer one or more separate Bonds to such successor securities depository or (ii) notify the Securities Depository and the beneficial owners, identified by the Agency or restricted registration is no longer in effectSecurities Depository, Bond certificates will be delivered as described in the General Resolution. (c) Upon the termination of the services availability through the Securities Depository of DTC with respect Bonds and transfer one or more separate Bonds to the beneficial owners, identified in writing by the Securities Depository as having Bonds pursuant credited to subsection 206(3)(b)(ii) hereof, or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(a) or subsection 206(3)(b)(i) hereof after which no substitute securities depository willing to undertake the functions of DTC hereunder can be found which, in the opinion of the Agency, is willing and able to undertake their accounts. In such functions upon reasonable and customary termsevent, the Bonds shall no longer be restricted to being registered in the registration books kept by the Trustee Bond Register in the name of Cede as nominee of DTCthe 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 designate, in accordance with the provisions of this Indenture. Upon the General Resolution. (4) Notwithstanding any other provision written consent of this resolution to the contrary, so long as any Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, to DTC as provided in the Representation Letter 100% of the Agency addressed to DTC, dated the date of delivery and issuance beneficial owners of the Bonds. , the Trustee, in accordance with any agreement among the Authority, the Trustee, and the Securities Depository, shall withdraw the Bonds from the Securities Depository, and authenticate and deliver Bonds fully registered to the assignees of the Securities Depository or its nominee. If the request for such withdrawal is not the result of any Authority action or inaction, such withdrawal, authentication and delivery shall be at the cost and expense (5including costs of printing, preparing and delivering such Bonds) of the Persons requesting such withdrawal, authentication and delivery. In connection with any notice proposed transfer outside the book-entry system, the Authority or other communication the Company shall provide or cause to be provided to Bondholders pursuant to this resolution by the Agency or the Trustee all information necessary to allow the Trustee to comply with respect any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Code Section 6045. The Trustee may rely on the information provided to any consent it and shall have no responsibility to verify or other action to be taken by ensure the Bondholders, the Agency or the Trustee, as the case may be, shall establish a record date (“Record Date”) for such consent or other action and give DTC notice accuracy of such Record Date not less than 15 calendar days in advance of such Record Date to the extent possibleinformation.

Book-Entry System. (1a) Except as provided in subparagraph 3 of this Section 206, the registered owner of all of the Bonds The Notes shall be and initially issued pursuant to a Book-Entry System administered by the Bonds shall Securities Depository with no physical distribution of any Note to any person. One Note for each maturity will be issued, registered in the name of Cede & Co. (“Cede”)the Securities Depository Nominee, and immobilized in the custody of the Securities Depository. Beneficial ownership interests in the Notes may be purchased by or through Direct Participants. The holders of these beneficial ownership interests in the Notes are referred to as nominee the "Beneficial Owners". The ----------------- Beneficial Owners will not receive certificated notes representing their beneficial ownership interests. Ownership of The Depository Trust Company (“DTC”). Payment the interests in Notes in Authorized Denominations will be evidenced, and transfers of semi-annual interest for any Bonds shall interests in the Notes will be made in Federal or equivalent same day funds to the account of Cede effected, on the interest payment date records of the Securities Depository and the Direct Participants and Indirect Participants pursuant to rules and procedures established by the Securities Depository. During a period in which the Book- Entry System is in effect for the Bonds at Notes the address indicated for Cede in Issuer, the registry books Trustee, and the Remarketing Agent shall treat the Securities Depository or the Securities Depository Nominee as the only registered owner of the Agency kept by Notes for all purposes under this Indenture including receipt of all principal of, purchase price of, premium (if any) and interest on the Notes, receipt of notices, voting, and requesting or directing the Trustee or Issuer to take or not to take, or consenting to, certain actions under this Indenture. In the event the Securities Depository or the Securities Depository Nominee assigns its rights to consent or vote under this Indenture to any Direct Participant or Indirect Participant, the Issuer, the Trustee, and the Remarketing Agent shall treat such assignee or assignees as the only registered owner or owners of the Notes for the purpose of exercising such rights so assigned. (2b) The Bonds shall be initially issued During a period in which the form Book-Entry System is in effect for the Notes, payments of a separate single fully registered bond in the amount of each separate stated maturity of the Bonds. Upon initial issuanceprincipal, the ownership of such Bond shall be registered in the registry books of the Agency kept by the Trustee in the name of Cedepurchase price, as nominee of DTC. With respect to Bonds registered in the registry books kept by the Trustee in the name of Cedeinterest, as nominee of DTC, the Agency and The Trustee shall have no responsibility or obligation to any participant of DTC (a “Participant”) or to any person for whom a Participant acquires an interest in Bonds (a “Beneficial Owner”). Without limiting the immediately preceding sentence, the Agency and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant, any Beneficial Owner or any other person, other than DTC, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant, any Beneficial Owner or any other person, other than DTC, of any amount with respect to the principal of, or redemption premium, if any, or interest on with respect to the Bonds. The Agency and Notes will be paid by the Trustee may treat directly to the Securities Depository, or the Securities Depository Nominee, as and deem DTC to be provided in the absolute owner Letter of each Bond for the purpose of Representation; provided, that payment of the principal of and (premium, if any, ) and interest on such Bonds, Notes due at final maturity or upon redemption in whole of any of such Notes shall be made only upon surrender thereof at the principal office of the Trustee. The Securities Depository and the Direct Participants and the Indirect Participants shall be responsible for the purpose disbursement of giving notices of redemption and other matters with respect such payments to such Bonds, for the purpose of registering transfers with respect to such Bonds, and for all other purposes whatsoeverBeneficial Owners. The Trustee shall pay all Securities Depository will disburse such payments to Direct Participants and such payments will in turn be remitted by Direct Participants and, where appropriate, Indirect Participants, to the Beneficial Owners. All such payments to the Securities Depository or the Securities Depository Nominee of principal of and premiumof, purchase price of, premium (if any, ) and interest on the Bonds only to Notes on behalf of the Issuer or upon the order of DTC, and all such payments Trustee shall be valid and effective effectual to fully satisfy and discharge the Agency’s obligations with respect to liability of the principal of Issuer and premium, if any, and interest on the Bonds Trustee to the extent of the sum or sums amounts so paid. Pursuant to Section 307 of the General Resolution, payments of principal may be made without requiring the surrender of the Bonds, and the Agency Issuer, the Remarketing Agent and the Trustee shall not be responsible or liable for payment to any Beneficial Owner by the failure Securities Depository or by any Direct Participant or by any Indirect Participant, or for sending transaction statements or for maintaining, supervising or reviewing records maintained by the Securities Depository or Direct Participants or Indirect Direct Participants. (c) Transfers of DTC ownership interests in the Notes by the Beneficial Owners thereof, conveyance of notices and other communications by the Securities Depository to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners of the Notes, will be governed by arrangements among the Securities Depository, Direct Participants, Indirect Participants and the Beneficial Owners, subject to any statutory and regulatory requirements as may be in effect from time to time. For every transfer and exchange of beneficial ownership in the Notes, the Beneficial Owners may be charged a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto. (d) Redemption notices respecting the Notes held by the Securities Depository shall be sent to the Securities Depository Nominee by the Trustee and redemption of Notes shall be effected as provided in Article V. (e) A Beneficial Owner shall give notice of its election to have its interests in the Notes purchased through its Direct Participant or Indirect Participant to the Securities Depository Nominee and then to the Trustee as provided in this Indenture and shall effect delivery of such interest by causing said Direct Participant or Indirect Participant to transfer the interest of such Beneficial Owner in the Notes to the Trustee (or Tender Agent) on the records of the Securities Depository. The requirement for physical delivery of Notes in connection with an Optional Tender or a Mandatory Tender will be satisfied when the ownership rights in the Notes are transferred on the records of the Securities Depository. (f) In the event that (1) the Securities Depository ceases to act as the securities depository for the Notes or (2) the Issuer determines that the continuation of the Book-Entry System for the Notes would adversely affect the interests of the Beneficial Owners of the Notes, the Issuer shall discontinue the Book-Entry System. If the Issuer fails to appoint another qualified securities depository to replace the then acting Securities Depository, the Issuer will cause the Trustee to authenticate and deliver fully registered certificated Notes to each Beneficial Owner in evidence of the ownership interests thereof. If the Book-Entry System is discontinued, payments to and transfers by the Beneficial Owners shall be governed by the provisions set forth in this Indenture with respect thereto. (g) The Issuer and the Remarketing Agent may enter into a custody agreement with any bank or trust company serving as custodian (which may be the Trustee serving in the capacity of custodian) to provide for a Book-Entry System or similar method for the registration and transfer of the Notes. (h) During the period in which a Book-Entry System is in effect for the Notes in accordance herewith, the provisions of this Indenture and the Notes shall be construed in accordance with the Letter of Representation and to give full effect to such Book-Entry System. (i) The Beneficial Owners of all the Notes, by their acquisition of any beneficial interest in a Note or Notes, and the Securities Depository, the Securities Depository Nominee, and all Direct Participants and all Indirect Participants severally agree that the Issuer, the Issuer, the Remarketing Agent, and the Trustee shall not have any responsibility or obligation to any Direct Participant or any successor thereto Indirect Participant or any Beneficial Owner with respect to properly indicate on (1) the Bonds accuracy of any records maintained by the Securities Depository or any Direct Participant or any Indirect Participant; (2) the payment by the Securities Depository or any Direct Participant or any Indirect Participant of such principal. No person other than DTC shall receive a Bond evidencing the obligation any amount due to any Beneficial Owner in respect of the Agency to make payments of principal of and premiumof, purchase price of, premium (if any, ) and interest on the Bonds pursuant to this resolution. Upon Notes; (3) the delivery or timeliness of delivery by DTC the Securities Depository or any Direct Participant or any Indirect Participant of any notice due to any Beneficial Owner which is required or permitted under the Trustee terms of written notice this Indenture to be given to Beneficial Owners; or (4) any consent given or other action taken by the effect that DTC has determined to substitute a new nominee in place of CedeSecurities Depository, and subject to or the transfer provisions hereofSecurities Depository Nominee, the word “Cede” in this resolution shall refer to such new nominee of DTCas owner. (aj) DTC The Securities Depository may determine to discontinue providing its services the Book-Entry System with respect to the Bonds Notes at any time by giving written upon notice to the Agency Issuer, the Remarketing Agent, and discharging the Trustee and upon discharge of its responsibilities with respect thereto under applicable law. Under Upon such circumstances (if there is not notice and compliance with law the Book-Entry System for the Notes will be discontinued unless a successor securities depository)depository is appointed by the Issuer. In addition, Bond certificates the Issuer may discontinue the Book-Entry System for the Notes at any time by reasonable notice to the Securities Depository and to the Beneficial Owners. In the event the Book-Entry System for the Notes is discontinued, Notes in certificated form in Authorized Denominations will be delivered as described in the General Resolution. (b) The Agency, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect physically distributed to the Bonds if Beneficial Owners thereof and the Agency determines that: (i) DTC is unable to discharge its responsibilities with respect to the Bonds; or (ii) a continuation of the requirement that all of the Outstanding Bonds Notes will be registered in the registration books kept by names of the owners thereof on the Note Register and the Trustee in the name will make payments of Cedeprincipal of, as nominee of DTCpurchase price of, is not in the best interest of the Beneficial Owners of the Bonds. In the event that no substitute securities depository is found by the Agency or restricted registration is no longer in effect, Bond certificates will be delivered as described in the General Resolution. premium (c) Upon the termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(b)(ii) hereof, or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(a) or subsection 206(3)(b)(i) hereof after which no substitute securities depository willing to undertake the functions of DTC hereunder can be found which, in the opinion of the Agency, 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 as nominee of DTC, but may be registered in whatever name or names Bondholders transferring or exchanging Bonds shall designate in accordance with the provisions of the General Resolution. (4) Notwithstanding any other provision of this resolution to the contrary, so long as any Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to the principal of and premium, if any, ) and interest on such Bond and all notices with respect the Notes to such Bond shall be made and given, respectively, to DTC the registered owners thereof as provided in the Representation Letter of the Agency addressed to DTC, dated the date of delivery Notes and issuance of the Bondsthis Indenture. (5) In connection with any notice or other communication to be provided to Bondholders pursuant to this resolution by the Agency or the Trustee with respect to any consent or other action to be taken by the Bondholders, the Agency or the Trustee, as the case may be, shall establish a record date (“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.

Book-Entry System. Notwithstanding anything to the contrary herein, so long as any series of the Bonds is being held under a Book-Entry System pursuant to this Section 3.18, payment of principal and premium (1if any) Except of and interest on such Bonds and transfers of beneficial ownership of such Bonds will be effected pursuant to rules and procedures established by the Securities Depository. The Series 2017B Bonds shall be initially issued under a Book-Entry System and shall be held thereunder except as provided in subparagraph 3 of this Section 206, the registered owner of all of the Bonds shall be and the Bonds shall be registered in the name of Cede & Co. (“Cede”), as nominee of 3.18. The Depository Trust Company (“DTC”). Payment of semi-annual interest for any Bonds shall be made in Federal or equivalent same day funds to the account of Cede on the interest payment date for the Bonds at the address indicated for Cede in the registry books of the Agency kept by the Trustee. (2) The Series 2017B Bonds shall be initially issued in the form of a separate single separate, authenticated, fully registered bond Series 2017B Bond for each series, maturity and interest rate in a principal amount equal to the amount of each separate stated such maturity of the Bonds. Upon initial issuanceand interest rate, the ownership of such Bond and shall be registered in on the registry books of the Agency kept by the Trustee Register in the name of Cedethe Securities Depository Nominee. So long as the Book-Entry System is in effect, the Securities Depository Nominee will be recognized as nominee the Holder of DTC. With respect the Series 2017B Bonds for the purposes of (i) paying the principal of, premium, if any, or interest on the Series 2017B Bonds, (ii) selecting the Series 2017B Bonds or portions thereof to Bonds registered in be redeemed, (iii) giving any notice permitted or required to be given to Holders under this Trust Agreement, (iv) registering the registry books kept transfer of Series 2017B Bonds, and (v) requesting any consent or other action to be taken by the Holders, and for all other purposes whatsoever, and neither the Trustee in nor the name of Cede, as nominee of DTC, Corporation shall be affected by any notice to the Agency and The contrary. Neither the Trustee nor the Corporation shall have no any responsibility or obligation to any participant Participant, any beneficial owner of DTC (Series 2017B Bonds or any other person claiming a “Participant”) or to any person for whom a Participant acquires an beneficial ownership interest in the Series 2017B Bonds (under or through the Securities Depository or any Participant, or any other person which is not shown on the Register as being a “Beneficial Owner”). Without limiting the immediately preceding sentence, the Agency and the Trustee shall have no responsibility or obligation Holder of Series 2017B Bonds with respect to (i) the accuracy of any records maintained by the records of DTC, Cede Securities Depository or any Participant with respect to any ownership interest in the BondsParticipant, (ii) the delivery payment to any Participantthe Securities Depository, any Beneficial Owner Participant or any other person, other than DTC, beneficial owner of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant, any Beneficial Owner or any other person, other than DTC, Series 2017B Bonds of any amount with in respect to of the principal of, or premium, if any, or interest on the Bonds. The Agency and the Trustee may treat as and deem DTC , (iii) any notice which is permitted or required to be given to Holders under this Trust Agreement, (iv) the absolute owner selection by the Securities Depository or any Participant or any other person to receive payment in the event of each Bond for the purpose of payment a partial redemption of the principal Series 2017B Bonds or (v) any other action taken by the Securities Depository as Holder of and premiumthe Series 2017B Bonds. So long as the Book-Entry System is in effect, if any, and interest on such Bonds, for the purpose of giving notices of redemption and other matters with respect to such Bonds, for the purpose of registering transfers with respect to such Bonds, and for all other purposes whatsoever. The Trustee shall pay all principal of and premium, if any, and interest on the Series 2017B Bonds only to the Securities Depository or upon the order of DTCSecurities Depository Nominee, as the case may be, and all such payments shall be valid and effective effectual to fully satisfy and discharge the Agency’s obligations with respect to the principal of and premium, if any, and interest on the Series 2017B Bonds to the extent of the sum or sums so paid. Pursuant to Section 307 In the event that the Corporation determines that it is in the best interest of the General Resolution, payments Corporation not to continue the Book-Entry System or that the interest of principal the beneficial owners of the Series 2017B Bonds may be made without requiring adversely affected if the surrender Book-Entry System is continued, then the Corporation shall notify the Securities Depository and the Trustee of such determination and the Securities Depository shall immediately notify the Participants of the availability, through the Securities Depository, of physical Series 2017B Bonds. In such event, and the Agency Corporation shall execute and the Trustee shall not be liable authenticate, register and deliver physical Series 2017B Bonds as requested by the Securities Depository or any Participant or beneficial owner of Series 2017B Bonds in appropriate authorized denominations in exchange for the failure Series 2017B Bonds registered in the name of DTC Securities Depository Nominee. The Securities Depository may determine to discontinue providing its services as such with respect to the Series 2017B Bonds at any time by giving notice to the Corporation and the Trustee and discharging its responsibilities with respect thereto under applicable laws or the Corporation may determine that the Securities Depository is incapable of discharging its duties as such and may so notify the Securities Depository. In either such event, the Corporation shall either (i) engage the services of another Securities Depository or (ii) deliver physical Series 2017B Bonds in the manner described above; provided, however, that the discontinuation of the Book Entry System of registration and transfer with respect to the Series 2017B Bonds or the replacement of the Securities Depository or any successor thereto depository shall be subject to properly indicate on the Bonds the payment of such principal. No person other than DTC shall receive a Bond evidencing the obligation applicable rules and procedures of the Agency Securities Depository or such successor depository on file or otherwise approved by the Securities and Exchange Commission. Notwithstanding any other provision of this Trust Agreement to make the contrary, so long as the Series 2017B Bonds are registered in the name of Cede & Co., as Securities Depository Nominee, all payments of with respect to the principal of and of, premium, if any, and interest on the Bonds pursuant to this resolution. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the transfer provisions hereof, the word “Cede” in this resolution shall refer to such new nominee of DTC. (a) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Agency and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is not a successor securities depository), Bond certificates will be delivered as described in the General Resolution. (b) The Agency, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds if the Agency determines that: (i) DTC is unable to discharge its responsibilities with respect to the 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, as nominee of DTC, is not in the best interest of the Beneficial Owners of the Bonds. In the event that no substitute securities depository is found by the Agency or restricted registration is no longer in effect, Bond certificates will be delivered as described in the General Resolution. (c) Upon the termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(b)(ii) hereof, or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(a) or subsection 206(3)(b)(i) hereof after which no substitute securities depository willing to undertake the functions of DTC hereunder can be found which, in the opinion of the Agency, 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 as nominee of DTC, but may be registered in whatever name or names Bondholders transferring or exchanging Bonds shall designate in accordance with the provisions of the General Resolution. (4) Notwithstanding any other provision of this resolution to the contrary, so long as any Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond the Series 2017B Bonds shall be made and given, respectively, to DTC The Depository Trust Company, New York, New York, as provided in the Representation Blanket Letter of the Agency addressed to DTC, dated the date of delivery and issuance Representations of the Bonds. (5) Corporation dated , 201 . In connection with any notice or other communication to be provided to Bondholders pursuant to this resolution the Holders by the Agency Corporation or the Trustee with respect to any consent or other action to be taken by the BondholdersHolders, the Agency Corporation or the Trustee, as the case may be, shall establish a record date (“Record Date”) for such consent or other action and give DTC the Securities Depository notice of such Record Date record date not less than 15 calendar days in advance of such Record Date record date to the extent possible.