Common use of Registration of Bonds in the Book-Entry Only System Clause in Contracts

Registration of Bonds in the Book-Entry Only System. (i) The provisions of this Subsection 301(c) shall apply with respect to any Bond registered to CEDE & CO. or any other nominee of The Depository Trust Company ("DTC") while the Book-Entry Only System (meaning the system of registration described in paragraph (ii) of this Subsection 301(c)) is in effect. The Book-Entry Only System shall be in effect for any Interest Rate Period if so specified by the Company prior to conversion to that Interest Rate Period, subject to the provisions below concerning termination of the Book-Entry Only System. Until it revokes such specification in its discretion, the Company hereby specifies that the Book-Entry Only System shall be in effect while the Bonds are in Daily, Weekly, Short-Term, or Long-Term Interest Periods. (ii) The Bonds shall be issued in the form of separate single authenticated fully registered Bonds in substantially the form provided for in Subsection 301(b) and in the amount of each separate stated maturity of such Bonds. On the date of original delivery thereof or date of conversion of the Bonds to an Interest Rate Period in which the Book-Entry Only System is in effect, as applicable, the Bonds shall be registered in the registry books of the Registrar in the name of CEDE & CO., as nominee of The Depository Trust Company as agent for the Authority in maintaining the Book-Entry Only System. With respect to Bonds registered in the registry books kept by the Registrar in the name of CEDE & CO., as nominee of DTC, the Authority, the Paying Agent, the Company and the Trustee shall have no responsibility or obligation to any Participant (which means securities brokers and dealers, banks, trust companies, clearing corporations and various other entities, some of whom or their representatives own DTC) or to any Beneficial Owner (which means, when used with reference to the Book-Entry Only System, the person who is considered the beneficial owner of the Bonds pursuant to the arrangements for book entry determination of ownership applicable to DTC) with respect to the following: (A) the accuracy of the records of DTC, CEDE & CO. or any Participant with respect to any ownership interest in the Bonds, (B) 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 (C) the payment to any Participant, any Beneficial Owner or any other person, other than DTC, of any amount with respect to the principal or premium, if any, or interest on the Bonds. The Paying Agent shall pay all principal 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 fully to satisfy and discharge the Authority's obligations with respect to the principal of and premium, if any, and interest on Bonds to the extent of the sum or sums so paid. No person other than DTC shall receive an authenticated Bond evidencing the obligation of the Authority to make payments of principal and premium, if any, and interest pursuant to this Agreement. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of CEDE & CO., the words "CEDE & CO." in this Agreement shall refer to such new nominee of DTC. (iii) Upon receipt by the Trustee or the Paying Agent of written notice from DTC to the effect that DTC is unable or unwilling to discharge its responsibilities, the Paying Agent shall issue, transfer and exchange Bonds as requested by DTC in appropriate amounts, and whenever DTC requests the Authority, the Paying Agent and the Trustee to do so, the Trustee, the Paying Agent and the Authority will, at the expense of the Company, cooperate with DTC in taking appropriate action after reasonable notice (A) to arrange for a substitute bond depository willing and able upon reasonable and customary terms to maintain custody of the Bonds or (B) to make available Bonds registered in whatever name or names the Bondowners transferring or exchanging Bonds shall designate. (iv) In the event the Company determines that the Beneficial Owners should be able to obtain Bond certificates, the Company may so notify DTC, the Authority, the Paying Agent and the Trustee, whereupon DTC will notify the Participants of the availability through DTC of Bond certificates. In such event, the Paying Agent shall issue, transfer and exchange Bond certificates as requested by DTC in appropriate amounts and in authorized denominations. Whenever DTC requests the Paying Agent to do so, the Paying Agent will cooperate with DTC in taking appropriate action after reasonable notice to make available Bonds registered in whatever name or names the Beneficial Owners transferring or exchanging Bonds shall designate. (v) Notwithstanding any other provision of this Agreement to the contrary, so long as any Bond is registered in the name of CEDE & CO., as nominee of DTC, all payments with respect to the principal 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 Letter of Representation (the "Representation Letter"), as from time to time in effect. The form of such Representation Letter may be modified in a manner consistent with the provisions of this Agreement upon conversion or reconversion of the Bonds to an Interest Rate Period in which the Book-Entry Only System is in effect. (vi) Notwithstanding any provision in Section 303 to the contrary, so long as all of the Bonds Outstanding are held in the Book-Entry Only System, if less than all of such Bonds of any one maturity are to be redeemed upon any redemption of Bonds hereunder, the particular Bonds or portions of Bonds of such maturity to be redeemed shall be selected by DTC in such manner as DTC may determine. (vii) So long as the Book-Entry Only System is in effect, a Beneficial Owner shall elect to have its Bonds purchased or tendered through its Participant to the Tender Agent and shall effect delivery by causing the Participant to transfer the Participant's interest in the Bonds on DTC's books to the Tender Agent. The requirement for physical delivery of 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 Participants on DTC's records.

Registration of Bonds in the Book-Entry Only System. (i) The Notwithstanding --------------------------------------------------- any provision herein to the contrary, the provisions of this Subsection 301(c) and the Representation Letter (as defined below) shall apply with respect to any Bond registered to CEDE & CO. or any other nominee of The Depository Trust Company ("DTC") while the Book-Entry Only System (meaning the system of registration described in paragraph (ii) of this Subsection 301(c)) is in effect. The Book-Entry Only System shall be in effect for any Interest Rate Period Mode if so specified by the Company Borrower prior to conversion to that Interest Rate PeriodMode, subject to the provisions below concerning termination of the Book-Entry Only System. Until it revokes such specification in its discretion, the Company Borrower hereby specifies that the Book-Entry Only System shall be in effect while the Bonds are in Daily, Weekly, Short-Term, or Long-Term Interest PeriodsWeekly and Fixed Rate Modes. (ii) The Bonds in or to be in the Book-Entry Only System shall be issued in the form a of separate single authenticated fully registered Bonds Bond for each stated maturity in substantially the form forms provided for in Subsection 301(b) and in 301(a). Any legend required to be on the amount of each separate stated maturity of such BondsBonds by DTC may be added by the Trustee. On the date of original delivery thereof or date of conversion of the Bonds to an Interest Rate Period in which the Book-Entry Only System is in effect, as applicablethereof, the Bonds shall be registered in the registry books of the Registrar Trustee in the name of CEDE & CO., as nominee of The Depository Trust Company as agent for the Authority Issuer in maintaining the Book-Entry Only System. With respect to Bonds registered in the registry books kept by the Registrar Trustee in the name of CEDE & CO., as nominee of DTC, the AuthorityIssuer, the Paying AgentBorrower, the Company Remarketing Agent and the Trustee shall have no responsibility or obligation to any Participant (which means securities brokers and dealers, banks, trust companies, clearing corporations and various other entities, some of whom or their representatives own DTC) or to any Beneficial Owner (which means, when used with reference to the Book-Entry Only System, the person who is considered the beneficial owner of the Bonds pursuant to the arrangements for book entry determination of ownership applicable to DTC) with respect to the following: (A) the accuracy of the records of DTC, CEDE & CO. or any Participant with respect to any ownership interest in the Bonds, (B) the delivery to or from any Participant, any Beneficial Owner or any other person, other than DTC, of any notice with respect to the Bonds, including any notice of redemptionredemption or tender (whether mandatory or optional), or (C) the payment to any Participant, any Beneficial Owner or any other person, other than DTC, of any amount with respect to the principal or premium, if any, or interest on the BondsBonds or the Purchase Price. The Paying Agent Trustee shall pay all principal of and premium, if any, and interest on the Bonds or the Purchase Price only to or upon the order of DTC, and all such payments shall be valid and effective fully to satisfy and discharge the AuthorityIssuer's obligations with respect to the principal of and premium, if any, and interest on Bonds to the extent of the sum or sums so paid. No person other than DTC shall be entitled to receive an authenticated Bond evidencing the obligation of the Authority Issuer to make payments of principal and premium, if any, and interest pursuant to this Agreement. 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 CEDE & CO., the words "CEDE & CO." in this Agreement shall refer to such new nominee of DTC. (iii) Upon receipt by the Trustee or the Paying Agent of written notice from DTC to the effect that DTC is unable or unwilling to discharge its responsibilities, the Paying Agent Issuer shall issue, issue and the Trustee shall transfer and exchange Bonds as requested by DTC in appropriate amountsamounts and in authorized denominations, and whenever DTC requests the Authority, the Paying Agent Issuer and the Trustee to do so, the Trustee, the Paying Agent Trustee and the Authority Issuer will, at the expense of the CompanyBorrower, cooperate with DTC in taking appropriate action after reasonable notice (A) to arrange for a substitute bond depository willing and able upon reasonable and customary terms to maintain custody of the Bonds or (B) to make available for transfer and exchange Bonds registered in whatever name or names the Bondowners transferring or exchanging Bonds and in whatever authorized denominations as DTC shall designate. (iv) In The Borrower may terminate the event services of DTC if the Company Borrower determines that the Beneficial Owners should shall be able to obtain Bond certificatescertificates and shall terminate the services of DTC with respect to the Bonds upon receipt of written notice from DTC that DTC has received written notice from Direct Participants or Indirect Participants having interests in an aggregate amount of not less than fifty (50%) of the aggregate principal amount of the then outstanding Bonds to the effect that, continuation of the system of book-entry transfers through DTC (or a successor securities depository) is not in the best interests of the Beneficial Owners or that DTC is unable to discharge its responsibilities with respect to the Bonds. In either event, the Company may so Borrower shall notify DTC, the Authority, the Paying Agent DTC and the Trustee, whereupon DTC will notify the Participants of the availability through DTC of Bond certificates. In such event, the Paying Agent Issuer shall issueissue and the Trustee shall, at the expense of the Borrower, transfer and exchange Bond certificates as requested by DTC in appropriate amounts and in authorized denominations. Whenever DTC requests the Paying Agent Trustee to do so, the Paying Agent will Trustee will, at the expense of the Borrower, cooperate with DTC in taking appropriate action after reasonable notice to make available for transfer and exchange Bonds registered in whatever name or names the Beneficial Owners transferring or exchanging Bonds and in whatever authorized denominations as DTC shall designate. (v) Notwithstanding any other provision of this Agreement to the contrary, so long as any Bond is registered in the name of CEDE & CO., as nominee of DTC, all payments with respect to the principal of and of, Purchase Price, 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 Blanket Issuer Letter of Representation dated February 13, 1995 (the "Representation Letter")) from the Issuer to DTC, as in effect from time to time in effect. The form of such Representation Letter may be modified in a manner consistent with the provisions of this Agreement upon conversion or reconversion of the Bonds to an Interest Rate Period in which the Book-Entry Only System is in effecttime. (vi) Notwithstanding any provision in Section 303 310 to the contrary, so long as all of the Bonds Outstanding outstanding are held in the Book-Entry Only System, if less than all of such Bonds of any one a maturity are to be redeemed upon any redemption of Bonds hereunder, the particular Bonds or portions of Bonds of such maturity to be redeemed shall be selected by DTC in such manner as DTC may determine. (vii) So long as the Book-Entry Only System is in effect, a Beneficial Owner shall elect who elects to have its Bonds purchased or tendered through its Participant pursuant to the Tender Agent and Agreement shall effect delivery by causing the a Participant to transfer the ParticipantBeneficial Owner's interest in the Bonds on DTC's books pursuant to the Tender AgentBook-Entry Only System. The requirement for physical delivery of 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 Participants on DTC's recordsin accordance with the Book-Entry Only System. (viii) So long as the Book-Entry Only System is in effect, the Remarketing Agent shall communicate to DTC information concerning the purchasers of Tendered Bonds as may be necessary or appropriate, and, notwithstanding any provision in the Representation Letter to the contrary, the Remarketing Agent shall continue to remit to the Trustee interest rate determination information pursuant to the terms of this Agreement.

Registration of Bonds in the Book-Entry Only System. (ia) The Notwithstanding any provision herein to the contrary, the provisions of this Subsection 301(cSection 3.12 and the Representation Letter (as defined below) shall apply with respect to any Bond registered to CEDE Cede & CO. Co. or any other nominee of The Depository Trust Company ("“DTC"”) while the Book-Entry Only System (meaning the system of registration described in paragraph (iib) of this Subsection 301(c)Section 3.12) is in effect. The Book-Entry Only System shall become effective thirty (30) days after the Owners of all the Bonds provide notice in writing to the Trustee, the Borrower, and the Issuer to the effect that the Owners desire that the Bonds be in effect for any Interest Rate Period if so specified by the Company prior to conversion to that Interest Rate Periodbook entry form, subject to the provisions below concerning termination of the Book-Entry Only System. Until it revokes all of the Owners of the Bonds provide such specification in its discretionnotice, the Company hereby specifies that the Book-Entry Only System shall not be in effect while the Bonds are in Daily, Weekly, Short-Term, or Long-Term Interest Periodseffect. (iib) The Bonds Upon the effectiveness of the Book-Entry Only System, the Issuer shall be issued in execute and deliver, and the form of Trustee shall transfer and exchange Bond certificates for a separate single authenticated fully registered Bonds Bond for each stated maturity in substantially the form provided for in Subsection 301(b) and in Exhibit A hereto. Any legend required to be on the amount of each separate stated maturity of such BondsBonds by DTC may be added by the Trustee. On the date of original delivery thereof or date of conversion of the Bonds to an Interest Rate Period in which the Book-Entry Only System is in effect, as applicablethereof, the Bonds shall be registered in the registry books of the Registrar Trustee in the name of CEDE Cede & CO.Co., as nominee of The Depository Trust Company DTC as agent for the Authority Issuer in maintaining the Book-Entry Only System. With respect to Bonds registered in the registry books kept by the Registrar Trustee in the name of CEDE Cede & CO.Co., as nominee of DTC, the AuthorityIssuer, the Paying AgentBorrower, the Company and the Trustee shall have no responsibility or obligation to any Participant (which means securities brokers and dealers, banks, trust companies, clearing corporations and various other entities, some of whom or their representatives own DTC) or to any Beneficial Owner (which means, when used with reference to the Book-Entry Only System, the person Person who is considered the beneficial owner Beneficial Owner of the Bonds pursuant to the arrangements for book entry determination of ownership applicable to DTC) with respect to the following: (Ai) the accuracy of the records of DTC, CEDE Cede & CO. Co. or any Participant with respect to any ownership interest in the Bonds, (Bii) the delivery to or from any Participant, any Beneficial Owner or any other personPerson, other than DTC, of any notice with respect to the Bonds, including any notice of redemptionredemption or tender (whether mandatory or optional), or (Ciii) the payment to any Participant, any Beneficial Owner or any other personPerson, other than DTC, of any amount with respect to the principal or premium, if any, or interest on the Bonds. The Paying Agent 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 fully to satisfy and discharge the Authority's Issuer’s obligations with respect to the principal of and any premium, if any, and interest on Bonds to the extent of the sum or sums so paid. No person Person other than DTC or its agent shall be entitled to receive an authenticated Bond evidencing the obligation of the Authority Issuer to make payments of principal and premium, if any, and interest pursuant to this AgreementIndenture. 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 Cede & CO.Co., the words "CEDE “Cede & CO." Co.” in this Agreement Indenture shall refer to such new nominee of DTC. (iiic) Upon receipt by the Trustee or the Paying Agent of written notice from DTC to the effect that DTC is unable or unwilling to discharge its responsibilities, the Paying Agent Issuer shall issue, issue and the Trustee shall transfer and exchange Bonds as requested by DTC in appropriate amountsamounts and in authorized denominations, and whenever DTC requests the Authority, the Paying Agent Issuer and the Trustee to do so, the Trustee, the Paying Agent Trustee and the Authority Issuer will, at the expense of the CompanyBorrower, cooperate with DTC in taking appropriate action after reasonable notice (Ai) to arrange for a substitute bond depository willing and able upon reasonable and customary terms to maintain custody of the Bonds or (Bii) to make available for transfer and exchange Bonds registered in whatever name or names the Bondowners transferring or exchanging Bonds and in whatever authorized denominations as DTC shall designate. (ivd) In the event the Company determines Beneficial Owners subsequently determine that the Beneficial Owners should be able to obtain Bond certificates, the Company Beneficial Owners may so notify DTC, the Authority, the Paying Agent DTC and the Trustee, whereupon DTC will notify the Participants of the availability through DTC of Bond certificates. In such event, the Paying Agent Issuer shall issueissue and the Trustee shall, at the expense of the Beneficial Owners, transfer and exchange Bond certificates as requested by DTC in appropriate amounts and in authorized denominations. Whenever DTC requests the Paying Agent Trustee to do so, the Paying Agent will Trustee will, at the expense of the Beneficial Owners, cooperate with DTC in taking appropriate action after reasonable notice to make available for transfer and exchange Bonds registered in whatever name or names the Beneficial Owners transferring or exchanging Bonds and in whatever authorized denominations as DTC shall designate. (ve) Notwithstanding any other provision of this Agreement Indenture to the contrary, so long as any Bond is registered in the name of CEDE Cede & CO.Co., as nominee of DTC, 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 Letter of Representation (to be delivered by the "Representation Letter"), as from time Borrower and the Trustee to time in effect. The form of such Representation Letter may be modified in a manner consistent with the provisions of this Agreement upon conversion or reconversion of the Bonds to an Interest Rate Period in which the Book-Entry Only System is in effectDTC. (vif) Notwithstanding any provision in Section 303 herein to the contrary, so long as all of the Bonds Outstanding outstanding are held in the Book-Entry Only System, if less than all of such Bonds of any one a maturity are to be redeemed upon any redemption of Bonds hereunder, the particular Bonds or portions of Bonds of such maturity to be redeemed shall be selected by DTC in such manner as DTC may determine. (viig) So long as the Book-Entry Only System is in effect, a Beneficial Owner shall elect who elects to have its Bonds purchased or tendered through its Participant pursuant to the Tender Agent and any provision of this Indenture requiring that Bonds be purchased at an election of an Owner, shall effect delivery by causing the a Participant to transfer the Participant's Beneficial Owner’s interest in the Bonds on DTC's books pursuant to the Tender AgentBook-Entry Only System. The requirement for physical delivery of 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 Participants on DTC's recordsin accordance with the Book-Entry Only System.