Common use of Special Covenants as to Book-Entry Only System Clause in Contracts

Special Covenants as to Book-Entry Only System. (a) Except as otherwise provided in subsections (b) and (c) of this Section, the Series 2022 Certificates initially executed and delivered hereunder shall be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”), or such other nominee as DTC shall request pursuant to the Representations Letter. Payment of the principal and interest represented by each Certificate registered in the name of Cede & Co. shall be made to the account, in the manner and at the address indicated in or pursuant to the Representations Letter. (b) The Series 2022 Certificates executed and delivered hereunder shall be in the form of a single fully registered certificate for each Certificate Payment Date representing the aggregate principal amount of the Series 2022 Certificates with such Certificate Payment Date. Upon initial execution of the Series 2022 Certificates, the ownership of all such Series 2022 Certificates shall be registered in the registration records maintained by the Trustee pursuant to Section 2.07 in the name of Cede & Co., as nominee of DTC, or such other nominee as DTC shall request pursuant to the Representations Letter. The Trustee, the County, the Corporation and any paying agent may treat DTC (or its nominee) as the sole and exclusive owner of the Series 2022 Certificates registered in its name for the purposes of payment of the principal or prepayment price of and interest represented by such Series 2022 Certificates, selecting the Series 2022 Certificates or portions thereof to be prepaid, giving any notice permitted or required to be given to the Owners under this Trust Agreement, registering the transfer of the Series 2022 Certificates, obtaining any consent or other action to be taken by the Owners and for all other purposes whatsoever; and neither the Trustee, the Corporation nor the County nor any paying agent shall be affected by any notice to the contrary. Neither the Trustee, the Corporation nor the County nor any paying agent shall have any responsibility or obligation to any Participant (which shall mean, for purposes of this Section, securities brokers and dealers, banks, trust companies, clearing corporations and other entities, some of whom directly or indirectly own DTC), any person claiming a beneficial ownership interest in the Series 2022 Certificates under or through DTC or any Participant, or any other person which is not shown on the registration records as being an Owner, with respect to (i) the accuracy of any records maintained by DTC or any Participant, (ii) the payment by DTC or any Participant of any amount in respect of the principal or redemption price of or interest represented by such Series 2022 Certificates, (iii) any notice which is permitted or required to be given to the Owners under the Trust Agreement, (iv) the selection by DTC or any Participant of any person to receive payment in the event of a partial prepayment of the Series 2022 Certificates, or (v) any consent given or other action taken by DTC as Owner. The Trustee shall pay all principal and premium, if any, and interest represented by the Series 2022 Certificates only at the times, to the accounts, at the addresses and otherwise in accordance with the Representations Letter. 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 its then existing nominee, the Certificates will be transferable to such new nominee in accordance with subsection (f) of this Section. (c) In the event that the County determines that it is in the best interests of the beneficial owners of the Series 2022 Certificates that they be able to obtain certificates evidencing the Series 2022 Certificates, the Trustee shall, upon the written instruction of the County, so notify DTC, whereupon DTC shall notify the Participants of the availability through DTC of such certificates. In such event, the Series 2022 Certificates will be transferable in accordance with subsection (f) of this Section. DTC may determine to discontinue providing its services with respect to the Series 2022 Certificates at any time by giving written notice of such discontinuance to the County and the Trustee and discharging its responsibilities with respect thereto under applicable law. In such event, the Certificates will be transferable in accordance with subsection (f) of this Section. Whenever DTC requests the County to do so, the County will cooperate with DTC in taking appropriate action after reasonable notice to arrange for another securities depository to maintain custody of all certificates evidencing the Series 2022 Certificates then Outstanding. In such event, the Series 2022 Certificates will be transferable to such securities depository in accordance with subsection (f) of this Section, and thereafter, all reference in this Trust Agreement to DTC or its nominee shall be deemed to refer to such successor securities depository and its nominee, as appropriate. (d) Notwithstanding any other provision of this Trust Agreement to the contrary, so long as all Series 2022 Certificates Outstanding are registered in the name of any nominee of DTC, all payments with respect to the principal and interest represented by each such Series 2022 Certificate and all notices with respect to each such Series 2022 Certificate shall be made and given, respectively, to DTC as provided in the Representations Letter. (e) The Trustee is hereby authorized and requested to execute and deliver the Representations Letter and, in connection with any successor nominee for DTC and any successor depository, enter into comparable arrangements, and shall have the same rights with respect to its actions thereunder as it has with respect to its actions under this Trust Agreement. (f) In the event that any transfer or exchange of Series 2022 Certificates is authorized under subsection (b) or (c) of this Section, such transfer or exchange shall be accomplished upon receipt by the Trustee from the registered owner thereof of the Series 2022 Certificates to be transferred or exchanged and appropriate instruments of transfer to the permitted transferee, all in accordance with the applicable provisions of Section 2.06. In the event certificates are issued to holders other than Cede & Co., its successor as nominee for DTC as holder of all the Series 2022 Certificates, another securities depository as holder of all the Series 2022 Certificates, or the nominee of such successor securities depository, the provisions of Sections 2.02, 2.03 and

Special Covenants as to Book-Entry Only System. (a) Except as otherwise provided in subsections (b) and (c) of this SectionSection 2.10, the Series 2022 Certificates Note Participations initially executed and delivered hereunder shall be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”), or such other nominee as DTC shall request pursuant to the Representations Lettermay request. Payment of the principal and interest represented by each Certificate Note Participation registered in the name of Cede & Co. shall be made to the account, in the manner and at the address indicated in or pursuant to the Representations LetterRepresentation Letter delivered to DTC by the Trustee. (b) The Series 2022 Certificates Note Participations executed and delivered hereunder shall be in the form of a single fully registered certificate for each Certificate Payment Date representing the aggregate principal amount of the Series 2022 Certificates with such Certificate Payment Datematurity. Upon initial execution of the Series 2022 CertificatesNote Participations, the ownership of all such Series 2022 Certificates Note Participations shall be registered in the registration records maintained by the Trustee pursuant to Section 2.07 in the name of Cede & Co., as nominee of DTC, or such other nominee as DTC shall request pursuant to the Representations Lettermay request. The Trustee, the County, the Corporation Local Agencies and any paying agent may treat DTC (or its nominee) as the sole and exclusive owner of the Series 2022 Certificates Note Participations registered in its name for the purposes of payment of the principal or prepayment price of and interest represented by such Series 2022 CertificatesNote Participations, selecting the Series 2022 Certificates Note Participations or portions thereof to be prepaid, giving any notice permitted or required to be given to an Owner under the Owners under this Trust Agreement, registering the transfer of the Series 2022 CertificatesNote Participations, obtaining any consent or other action to be taken by the Owners and for all other purposes whatsoever; and neither the Trustee, the Corporation Trustee nor the County nor any paying agent Local Agencies shall be affected by any notice to the contrary. Neither the Trustee, the Corporation Trustee nor the County nor any paying agent Local Agencies shall have any responsibility or obligation to any Participant (which shall mean, for purposes of this SectionSection 2.10, securities brokers and dealers, banks, trust companies, clearing corporations and other entities, some of whom directly or indirectly own DTC), any person claiming a beneficial ownership interest in the Series 2022 Certificates Note Participations under or through DTC or any Participant, or any other person which is not shown on the registration records as being an Owner, with respect to (i) the accuracy of any records maintained by DTC or any Participant, (ii) the payment by DTC or any Participant of any amount in respect of the principal or redemption price of or interest represented by such Series 2022 CertificatesNote Participations, (iii) any notice which is permitted or required to be given to the Owners under the Trust Agreement, (iv) the selection by DTC or any Participant of any person to receive payment in the event event, if any, of a partial prepayment of the Series 2022 CertificatesNote Participations, or (v) any consent given or other action taken by DTC as Owner. The Trustee shall pay all principal and premium, if any, and interest represented by the Series 2022 Certificates only at the times, to the accounts, at the addresses and otherwise in accordance with the Representations Letter. 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 its then existing nominee, the Certificates will be transferable to such new nominee in accordance with subsection (f) of this Section. (c) In the event that the County determines that it is in the best interests of the beneficial owners of the Series 2022 Certificates that they be able to obtain certificates evidencing the Series 2022 Certificates, the Trustee shall, upon the written instruction of the County, so notify DTC, whereupon DTC shall notify the Participants of the availability through DTC of such certificates. In such event, the Series 2022 Certificates will be transferable in accordance with subsection (f) of this Section. DTC may determine to discontinue providing its services with respect to the Series 2022 Certificates at any time by giving written notice of such discontinuance to the County and the Trustee and discharging its responsibilities with respect thereto under applicable law. In such event, the Certificates will be transferable in accordance with subsection (f) of this Section. Whenever DTC requests the County to do so, the County will cooperate with DTC in taking appropriate action after reasonable notice to arrange for another securities depository to maintain custody of all certificates evidencing the Series 2022 Certificates then Outstanding. In such event, the Series 2022 Certificates will be transferable to such securities depository in accordance with subsection (f) of this Section, and thereafter, all reference in this Trust Agreement to DTC or its nominee shall be deemed to refer to such successor securities depository and its nominee, as appropriate. (d) Notwithstanding any other provision of this Trust Agreement to the contrary, so long as all Series 2022 Certificates Outstanding are registered in the name of any nominee of DTC, all payments with respect to the principal and interest represented by each such Series 2022 Certificate and all notices with respect to each such Series 2022 Certificate shall be made and given, respectively, to DTC as provided in the Representations Letter. (e) The Trustee is hereby authorized and requested to execute and deliver the Representations Letter and, in connection with any successor nominee for DTC and any successor depository, enter into comparable arrangements, and shall have the same rights with respect to its actions thereunder as it has with respect to its actions under this Trust Agreement. (f) In the event that any transfer or exchange of Series 2022 Certificates is authorized under subsection (b) or (c) of this Section, such transfer or exchange shall be accomplished upon receipt by the Trustee from the registered owner thereof of the Series 2022 Certificates to be transferred or exchanged and appropriate instruments of transfer to the permitted transferee, all in accordance with the applicable provisions of Section 2.06. In the event certificates are issued to holders other than Cede & Co., its successor as nominee for DTC as holder of all the Series 2022 Certificates, another securities depository as holder of all the Series 2022 Certificates, or the nominee of such successor securities depository, the provisions of Sections 2.02, 2.03 andor

Special Covenants as to Book-Entry Only System. (a) Except as otherwise provided in subsections (b) and (c) of this SectionSection 2.10, the Series 2022 Certificates Note Participations initially executed and delivered hereunder shall be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”), or such other nominee as DTC shall request pursuant to the Representations Lettermay request. Payment of the principal and interest represented by each Certificate Note Participation registered in the name of Cede & Co. shall be made to the account, in the manner and at the address indicated in or pursuant to the Representations letter of representations delivered to DTC in connection with the Note Participations (the “Representation Letter. (b) ”). The Series 2022 Certificates Note Participations executed and delivered hereunder shall be in the form of a single fully registered certificate for each Certificate Payment Date representing maturing on the aggregate principal amount of the Series 2022 Certificates with such Certificate Payment Maturity Date. Upon initial execution of the Series 2022 CertificatesNote Participations, the ownership of all such Series 2022 Certificates Note Participations shall be registered in the registration records maintained by the Trustee pursuant to Section 2.07 in the name of Cede & Co., as nominee of DTC, or such other nominee as DTC shall request pursuant to the Representations Lettermay request. The Trustee, the County, the Corporation Local Educational Agencies and any paying agent may treat DTC (or its nominee) as the sole and exclusive owner of the Series 2022 Certificates Note Participations registered in its name for the purposes of payment of the principal or prepayment price of and interest represented by such Series 2022 CertificatesNote Participations, selecting the Series 2022 Certificates Note Participations or portions thereof to be prepaid, if any, giving any notice permitted or required to be given to an Owner under the Owners under this Trust Agreement, registering the transfer of the Series 2022 CertificatesNote Participations, obtaining any consent or other action to be taken by the Owners and for all other purposes whatsoever; and neither the Trustee, the Corporation Trustee nor the County nor any paying agent Local Educational Agencies shall be affected by any notice to the contrary. Neither the Trustee, the Corporation Trustee nor the County nor any paying agent Local Educational Agencies shall have any responsibility or obligation to any Participant (which shall mean, for purposes of this SectionSection 2.10, securities brokers and dealers, banks, trust companies, clearing corporations and other entities, some of whom directly or indirectly own DTC), any person claiming a beneficial ownership interest in the Series 2022 Certificates Note Participations under or through DTC or any Participant, or any other person which is not shown on the registration records as being an Owner, with respect to (i) the accuracy of any records maintained by DTC or any Participant, (ii) the payment by DTC or any Participant of any amount in respect of the principal or redemption price of or interest represented by such Series 2022 CertificatesNote Participations, (iii) any notice which is permitted or required to be given to the Owners under the Trust Agreement, (iv) the selection by DTC or any Participant of any person to receive payment in the event event, if any, of a partial prepayment of the Series 2022 CertificatesNote Participations, or (v) any consent given or other action taken by DTC as Owner. The Trustee shall pay all principal and premium, if any, of and interest represented by the Series 2022 Certificates Note Participations only at the times, to the accounts, at the addresses and otherwise in accordance with the Representations Representation Letter. 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 its then existing nominee, the Certificates Note Participations will be transferable to such new nominee in accordance with subsection (f) of this Section. (c) Section 2.10. In the event that at least 20% of the County determines Local Educational Agencies determine that it is in the best interests of the Local Educational Agencies or the beneficial owners of the Series 2022 Certificates Note Participations that they be able to obtain certificates evidencing the Series 2022 Certificatescertificates, the Trustee shall, upon the written instruction of at least 20% of the CountyLocal Educational Agencies, so notify DTC, whereupon DTC shall notify the Participants of the availability through DTC of such certificates. In such event, the Series 2022 Certificates Note Participations will be transferable in accordance with subsection (f) of this SectionSection 2.10. DTC may determine to discontinue providing its services with respect to the Series 2022 Certificates Note Participations at any time by giving written notice of such discontinuance to the County Local Educational Agencies and the Trustee and discharging its responsibilities with respect thereto under applicable law. In such event, the Certificates Note Participations will be transferable in accordance with subsection (f) of this SectionSection 2.10. Whenever DTC requests the County Local Educational Agencies or the Trustee to do so, the County Trustee and the Local Educational Agencies will cooperate with DTC in taking appropriate action after reasonable notice to arrange for another securities depository to maintain custody of all certificates evidencing the Series 2022 Certificates Note Participations then Outstanding. In such event, the Series 2022 Certificates Note Participations will be transferable to such securities depository in accordance with subsection (f) of this SectionSection 2.10, and thereafter, all reference in this Trust Agreement to DTC or its nominee shall be deemed to refer to such successor securities depository and its nominee, as appropriate. (d) . Notwithstanding any other provision of this Trust Agreement to the contrary, so long as all Series 2022 Certificates Note Participations Outstanding are registered in the name of any nominee of DTC, all payments with respect to the principal and interest represented by each such Series 2022 Certificate Note Participation and all notices with respect to each such Series 2022 Certificate Note Participation shall be made and given, respectively, to DTC as provided in the Representations Representation Letter. (e) . The Trustee is hereby authorized and requested to execute and deliver the Representations Representation Letter and, in connection with any successor nominee for DTC and any successor depository, enter into comparable arrangements, and shall have the same rights with respect to its actions thereunder as it has with respect to its actions under this Trust Agreement. (f) . In the event that of any transfer or exchange of Series 2022 Certificates is authorized Note Participations under subsection (b) or (c) of this SectionSection 2.10, such transfer or exchange shall be accomplished upon receipt by the Trustee from the registered owner Owner thereof of the Series 2022 Certificates Note Participations to be transferred or exchanged and appropriate instruments of transfer to the permitted transferee, all in accordance with the applicable provisions of Section 2.06. In the event certificates Note Participations are issued executed and delivered to holders Owners other than Cede & Co., its successor as nominee for DTC as holder of all the Series 2022 CertificatesNote Participations, another securities depository as holder Owners of all the Series 2022 CertificatesNote Participations, or the nominee of such successor securities depository, the provisions of Sections 2.02, 2.03 andand 2.06 shall also apply to, among other things, the registration, exchange and transfer of the Note Participations and the method of payment of principal, premium, if any, and interest represented by the Note Participations.

Special Covenants as to Book-Entry Only System. (a) Except as otherwise provided in subsections (b) and (c) of this SectionSection 2.10, the Series 2022 Certificates Note Participations initially executed and delivered hereunder shall be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”), or such other nominee as DTC shall request pursuant to the Representations Lettermay request. Payment of the principal and interest represented by each Certificate Note Participation registered in the name of Cede & Co. shall be made to the account, in the manner and at the address indicated in or pursuant to the Representations LetterRepresentation Letter delivered to DTC by the Trustee. (b) The Series 2022 Certificates Note Participations executed and delivered hereunder shall be in the form of a single fully registered certificate for each Certificate Payment Date representing the aggregate principal amount of the Series 2022 Certificates with such Certificate Payment Datematurity. Upon initial execution of the Series 2022 CertificatesNote Participations, the ownership of all such Series 2022 Certificates Note Participations shall be registered in the registration records maintained by the Trustee pursuant to Section 2.07 in the name of Cede & Co., as nominee of DTC, or such other nominee as DTC shall request pursuant to the Representations Lettermay request. The Trustee, the County, the Corporation Community College Districts and any paying agent may treat DTC (or its nominee) as the sole and exclusive owner of the Series 2022 Certificates Note Participations registered in its name for the purposes of payment of the principal or prepayment price of and interest represented by such Series 2022 CertificatesNote Participations, selecting the Series 2022 Certificates Note Participations or portions thereof to be prepaid, giving any notice permitted or required to be given to an Owner under the Owners under this Trust Agreement, registering the transfer of the Series 2022 CertificatesNote Participations, obtaining any consent or other action to be taken by the Owners and for all other purposes whatsoever; and neither the Trustee, the Corporation Trustee nor the County nor any paying agent Community College Districts shall be affected by any notice to the contrary. Neither the Trustee, the Corporation Trustee nor the County nor any paying agent Community College Districts shall have any responsibility or obligation to any Participant (which shall mean, for purposes of this SectionSection 2.10, securities brokers and dealers, banks, trust companies, clearing corporations and other entities, some of whom directly or indirectly own DTC), any person claiming a beneficial ownership interest in the Series 2022 Certificates Note Participations under or through DTC or any Participant, or any other person which is not shown on the registration records as being an Owner, with respect to (i) the accuracy of any records maintained by DTC or any Participant, (ii) the payment by DTC or any Participant of any amount in respect of the principal or redemption price of or interest represented by such Series 2022 CertificatesNote Participations, (iii) any notice which is permitted or required to be given to the Owners under the Trust Agreement, (iv) the selection by DTC or any Participant of any person to receive payment in the event event, if any, of a partial prepayment of the Series 2022 CertificatesNote Participations, or (v) any consent given or other action taken by DTC as Owner. The Trustee shall pay all principal and premium, if any, of and interest represented by the Series 2022 Certificates Note Participations only at the times, to the accounts, at the addresses and otherwise in accordance with the Representations Representation Letter. 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 its then existing nominee, the Certificates Note Participations will be transferable to such new nominee in accordance with subsection (f) of this SectionSection 2.10. (c) In the event that 20% of the County determines Community College Districts determine that it is in the best interests of the Community College Districts or the beneficial owners of the Series 2022 Certificates Note Participations that they be able to obtain certificates evidencing the Series 2022 Certificatescertificates, the Trustee shall, upon the written instruction of 20% of the CountyCommunity College Districts, so notify DTC, whereupon DTC shall notify the Participants of the availability through DTC of such certificates. In such event, the Series 2022 Certificates Note Participations will be transferable in accordance with subsection (f) of this SectionSection 2.10. DTC may determine to discontinue providing its services with respect to the Series 2022 Certificates Note Participations at any time by giving written notice of such discontinuance to the County Community College Districts and the Trustee and discharging its responsibilities with respect thereto under applicable law. In such event, the Certificates Note Participations will be transferable in accordance with subsection (f) of this SectionSection 2.10. Whenever DTC requests the County Community College Districts or the Trustee to do so, the County Trustee and the Community College Districts will cooperate with DTC in taking appropriate action after reasonable notice to arrange for another securities depository to maintain custody of all certificates evidencing the Series 2022 Certificates Note Participations then Outstanding. In such event, the Series 2022 Certificates Note Participations will be transferable to such securities depository in accordance with subsection (f) of this SectionSection 2.10, and thereafter, all reference in this Trust Agreement to DTC or its nominee shall be deemed to refer to such successor securities depository and its nominee, as appropriate. (d) Notwithstanding any other provision of this Trust Agreement to the contrary, so long as all Series 2022 Certificates Note Participations Outstanding are registered in the name of any nominee of DTC, all payments with respect to the principal and interest represented by each such Series 2022 Certificate the Note Participation and all notices with respect to each such Series 2022 Certificate Note Participations shall be made and given, respectively, given to DTC as provided in the Representations Representation Letter. (e) The Trustee is hereby authorized and requested to execute and deliver the Representations Representation Letter and, in connection with any successor nominee for DTC and any successor depository, enter into comparable arrangements, and shall have the same rights with respect to its actions thereunder as it has with respect to its actions under this Trust Agreement. (f) In the event that of any transfer or exchange of Series 2022 Certificates is authorized Note Participations under subsection (b) or (c) of this SectionSection 2.10, such transfer or exchange shall be accomplished upon receipt by the Trustee from the registered owner Owner thereof of the Series 2022 Certificates Note Participations to be transferred or exchanged and appropriate instruments of transfer to the permitted transferee, all in accordance with the applicable provisions of Section 2.06. In the event certificates Note Participations are issued executed and delivered to holders Owners other than Cede & Co., its successor as nominee for DTC as holder of all the Series 2022 CertificatesNote Participations, another securities depository as holder Owners of all the Series 2022 CertificatesNote Participations, or the nominee of such successor securities depository, the provisions of Sections 2.02, 2.03 andand 2.06 shall also apply to, among other things, the registration, exchange and transfer of the Note Participations and the method of payment of principal, premium, if any, and interest represented by the Note Participations.

Special Covenants as to Book-Entry Only System. (a) Except as otherwise provided in subsections (b) and (c) of this SectionSection 2.10, and except with respect to any Series of Authority Notes wholly owned by the applicable Supplemental Credit Enhancer or Credit Provider, which shall be registered in the name of the applicable Supplemental Credit Enhancer, or Credit Provider (or applicable nominee), as the case may be, each Series 2022 Certificates of Authority Notes initially executed and delivered hereunder shall be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”), or such other nominee as DTC shall request pursuant to the Representations Lettermay request. Payment of the principal of and interest represented by on each Certificate Authority Note registered in the name of Cede & Co. shall be made to the account, in the manner and at the address indicated in or pursuant to the Representations LetterRepresentation Letter delivered to DTC by the Authority. (b) The Each Series 2022 Certificates executed and delivered of Authority Notes issued hereunder shall be initially in the form of a single authenticated fully registered certificate note for each Certificate Payment Date representing the aggregate full principal amount of the such Series 2022 Certificates with such Certificate Payment Dateof Authority Notes. Upon initial execution of the respective Series 2022 Certificatesof Authority Notes, the ownership of all such Series 2022 Certificates Authority Notes shall be registered in the registration records maintained by the Trustee pursuant to Section 2.07 in the name of Cede & Co., as nominee of DTC, or such other nominee as DTC shall request pursuant to the Representations Lettermay request. The Trustee, the County, Authority and the Corporation and any paying agent Participants may treat DTC (or its nominee) as the sole and exclusive owner Owner of the Series 2022 Certificates Authority Notes registered in its name for the purposes of payment of the principal or prepayment price of and interest represented by on such Series 2022 CertificatesAuthority Notes, selecting the Series 2022 Certificates any Authority Notes or portions thereof to be prepaid, giving any notice permitted or required to be given to the Owners an Owner under this Trust AgreementIndenture, registering the transfer of the Series 2022 CertificatesAuthority Notes, obtaining any consent or other action to be taken by the Owners and for all other purposes whatsoever; and neither the Trustee, the Corporation Authority nor the County nor any paying agent Participants shall be affected by any notice to the contrary. Neither the Trustee, the Corporation Authority nor the County nor any paying agent Participants shall have any responsibility or obligation to any Participant (which shall mean, for purposes of this SectionSection 2.10, securities brokers and dealers, banks, trust companies, clearing corporations and other entities, some of whom directly or indirectly own DTC), any person claiming a beneficial ownership interest in the Series 2022 Certificates Authority Notes under or through DTC or any Participant, or any other person which is not shown on the registration records as being an Owner, with respect to (i) the accuracy of any records maintained by DTC or any Participant, (ii) the payment by DTC or any Participant of any amount in respect of the principal or redemption price of or interest represented by such Series 2022 CertificatesAuthority Notes, (iii) any notice which is permitted or required to be given to the Owners under the Trust Agreementthis Indenture, (iv) the selection by DTC or any Participant of any person to receive payment in the event event, if any, of a partial prepayment redemption of the Series 2022 CertificatesAuthority Notes, or (v) any consent given or other action taken by DTC as Owner. The Trustee shall pay all principal of and premium, if any, and interest represented by on the applicable Series 2022 Certificates of Authority Notes only at the times, to the accounts, at the addresses and otherwise in accordance with the Representations Representation Letter. 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 its then existing nominee, the Certificates applicable Series of Authority Notes will be transferable to such new nominee in accordance with subsection (f) of this SectionSection 2.10. (c) In the event that the County Authority determines that it is in the best interests of the beneficial owners of the Authority Notes of any Series 2022 Certificates that they be able to obtain certificates evidencing the Series 2022 Certificatescertificates, the Trustee shall, upon the written instruction of the CountyAuthority, so notify DTC, whereupon DTC shall notify the Participants of the availability through DTC of Authority Notes of such certificatesSeries. In such event, the Authority Notes of such Series 2022 Certificates will be transferable in accordance with subsection (f) of this SectionSection 2.10. DTC may determine to discontinue providing its services with respect to the Authority Notes of any Series 2022 Certificates at any time by giving written notice of such discontinuance to the County and Authority or the Trustee and discharging its responsibilities with respect thereto under applicable law. In such event, the Certificates Authority Notes of such Series will be transferable in accordance with subsection (f) of this SectionSection 2.10. Whenever DTC requests the County Authority or the Trustee to do so, and the County Authority will cooperate with DTC in taking appropriate action after reasonable notice to arrange for another securities depository to maintain custody of all certificates evidencing the Authority Notes of such Series 2022 Certificates then Outstanding. In such event, the Authority Notes of such Series 2022 Certificates will be transferable to such securities depository in accordance with subsection (f) of this SectionSection 2.10, and thereafter, all reference in this Trust Agreement Indenture to DTC or its nominee shall be deemed to refer to such successor securities depository and its nominee, as appropriate. (d) Notwithstanding any other provision of this Trust Agreement Indenture to the contrary, so long as all Authority Notes of a Series 2022 Certificates Outstanding are registered in the name of any nominee of DTC, all payments with respect to the principal and interest represented by each such Series 2022 Certificate of Authority Notes and all notices with respect to each such Series 2022 Certificate of Authority Notes shall be made and given, respectively, to DTC as provided in the Representations Representation Letter. (e) The Trustee is hereby authorized Authority shall have executed and requested to execute and deliver delivered the Representations Representation Letter and, in connection with any successor nominee for DTC and any successor depository, enter into comparable arrangements, and shall have the same rights with respect to its actions thereunder as it has with respect to its actions under this Trust AgreementIndenture. (f) In the event that any transfer or exchange of any Series 2022 Certificates of Authority Notes is authorized under subsection (b) or (c) of this SectionSection 2.10 or required because a Series of Authority Notes are held wholly in the name of the corresponding Supplemental Credit Enhancer or Credit Provider, as applicable, such transfer or exchange shall be accomplished upon receipt by the Trustee from the registered owner Owner thereof of the Authority Notes of the Series 2022 Certificates to be transferred or exchanged and appropriate instruments of transfer to the permitted transferee, all in accordance with the applicable provisions of Section 2.06. In the event certificates any Series of Authority Notes are issued to holders Owners other than Cede & Co., its successor as nominee for DTC as holder Owner of all the such Series 2022 Certificatesof Authority Notes, another securities depository as holder Owner of all the such Series 2022 Certificatesof Authority Notes, or the nominee of such successor securities depository, the provisions of Sections Section 2.02, 2.03 andand 2.06 shall also apply to, among other things, the registration, exchange and transfer of such Series of Authority Notes and the method of payment of principal of, premium, if any, and interest on such Series of Authority Notes.