Common use of Use of Depository Trust Company Clause in Contracts

Use of Depository Trust Company. Notwithstanding any provision of this Agreement to the contrary: (a) The Certificates shall be initially delivered and registered as provided in Section 3.4. Registered ownership of the Certificates, or any portion thereof, may not thereafter be transferred except: (i) To any successor of DTC or its nominee, or to any substitute Securities Depository designated pursuant to clause (ii) of this subsection (a) (“Substitute Depository”); provided that any successor of DTC or a Substitute Depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; (ii) To any Substitute Depository designated by the Treasurer and not objected to by the Certificate Agent, upon (1) the resignation of DTC or its successor (or any Substitute Depository or its successor) or (2) a determination by the Treasurer that DTC or its successor (or any Substitute Depository or its successor) is no longer able to carry out its functions as the Securities Depository; provided that any such Substitute Depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or (iii) To any person as provided below, upon (1) the resignation of DTC or its successor (or Substitute Depository or its successor) from its functions as depository; provided that no Substitute Depository which is not objected to by the Certificate Agent can be obtained or (2) a determination by the Treasurer that it is in the best interests of the beneficial owners of the Certificates to remove DTC or its successor (or any Substitute Depository or its successor) from its functions as Securities Depository hereunder. (b) In the case of any transfer pursuant to clause (i) or clause (ii) of subsection (a) hereof, upon receipt of the outstanding Certificates by the Certificate Agent, together with a request from the Treasurer to the Certificate Agent, a single new Certificate shall be executed and delivered in the aggregate principal amount of the Certificates then outstanding, registered in the name of such successor or such Substitute Depository, or their nominees, as the case may be, all as specified in such request from the Treasurer. In the case of any transfer pursuant to clause (iii) of subsection (a) hereof, upon receipt of the outstanding Certificates by the Certificate Agent, new Certificates shall be executed and delivered in such denominations and registered in the names of such persons as are requested by DTC or its successors, subject to the limitations of Section 3.4 hereof. (c) The Treasurer and the Certificate Agent shall be entitled to treat the person in whose name any Certificate is registered as the Registered Owner thereof for all purposes of this Agreement and any applicable laws, notwithstanding any notice to the contrary received by the Certificate Agent; and the Treasurer and the Certificate Agent shall have no responsibility for transmitting payments to, communication with, notifying or otherwise dealing with any beneficial owners of the Certificates. The Treasurer and the Certificate Agent will have no responsibility or obligations, legal or otherwise, to the beneficial owners or to any other party including DTC or its successors, except for the Registered Owner of any Certificate. (d) So long as the outstanding Certificates are registered in the name of DTC or a Substitute Depository, the Treasurer and the Certificate Agent shall cooperate with DTC or such Substitute Depository, as sole Registered Owner, in effecting payment of the principal of and prepayment premium, if any, and interest with respect to the Certificates by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available on the date they are due. (e) Notwithstanding the foregoing, at any time during the Fiscal Year, the Treasurer may determine that participation in the book-entry only system of DTC is no longer in the best interests of the Pooled Program and may thereupon provide for certificated securities representing the Certificates. In the event the Treasurer determines that the continuation of the system of book-entry only transfers through DTC (or a successor securities depository) is not in the best interests of the Pooled Program, the Treasurer will notify DTC of the availability through DTC of certificated securities representing the Certificates. In such event, the Treasurer shall direct the Certificate Agent to execute and deliver and shall register Certificates in Authorized Denominations as requested by DTC.

Use of Depository Trust Company. Notwithstanding any provision of this Agreement to the contrary: (a) The Certificates shall be initially delivered and registered as provided in Section 3.4. Registered ownership of the Certificates, or any portion thereof, may not thereafter be transferred except: (i) To any successor of the DTC or its nominee, or to any substitute Securities Depository designated pursuant to clause (ii) of this subsection (a) (“Substitute Depository”); provided that any successor of DTC or a Substitute Depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; (ii) To any Substitute Depository designated by the Treasurer and not objected to by the Certificate Agent, upon (1) the resignation of DTC or its successor (or any Substitute Depository or its successor) or (2) a determination by the Treasurer that DTC or its successor (or any Substitute Depository or its successor) is no longer able to carry out its functions as the Securities Depository; provided that any such Substitute Depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or (iii) To any person as provided below, upon (1) the resignation of DTC or its successor (or Substitute Depository or its successor) from its functions as depository; provided that no Substitute Depository which is not objected to by the Certificate Agent can be obtained or (2) a determination by the Treasurer that it is in the best interests of the beneficial owners of the Certificates to remove DTC or its successor (or any Substitute Depository or its successor) from its functions as Securities Depository hereunder. (b) In the case of any transfer pursuant to clause (i) or clause (ii) of subsection (a) hereof, upon receipt of the outstanding Outstanding Certificates by the Certificate Agent, together with a request from the Treasurer to the Certificate Agent, a single new Certificate shall be executed and delivered in the aggregate principal amount of the Certificates then outstandingOutstanding, registered in the name of such successor or such Substitute Depository, or their nominees, as the case may be, all as specified in such request from the Treasurer. In the case of any transfer pursuant to clause (iii) of subsection (a) hereof, upon receipt of the outstanding Outstanding Certificates by the Certificate Agent, new Certificates shall be executed and delivered in such denominations and registered in the names of such persons as are requested by DTC or its successors, subject to the limitations of Section 3.4 hereof. (c) The Treasurer and the Certificate Agent shall be entitled to treat the person in whose name any Certificate is registered as the Registered Owner thereof for all purposes of this Agreement and any applicable laws, notwithstanding any notice to the contrary received by the Certificate Agent; and the Treasurer and the Certificate Agent shall have no responsibility for transmitting payments to, communication with, notifying or otherwise dealing with any beneficial owners of the Certificates. The Treasurer and the Certificate Agent will have no responsibility or obligations, legal or otherwise, to the beneficial owners or to any other party including DTC or its successors, except for the Registered Owner of any Certificate. (d) So long as the outstanding Outstanding Certificates are registered in the name of DTC Depository Trust Company or a Substitute Depository, the Treasurer and the Certificate Agent shall cooperate with DTC Depository Trust Company or such Substitute Depositorysuccessor depository, as sole Registered Owner, in effecting payment of the principal of and prepayment premium, if any, and interest with respect to the Certificates by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available on the date they are due. (e) Notwithstanding the foregoing, at any time during the Fiscal Year, the Treasurer may determine that participation in the book-entry only system of DTC is no longer in the best interests of the Pooled Program and may thereupon provide for certificated securities representing the Certificates. In the event the Treasurer determines that the continuation of the system of book-entry only transfers through DTC (or a successor securities depository) is not in the best interests of the Pooled Program, the Treasurer will notify DTC of the availability through DTC of certificated securities representing the Certificates. In such event, the Treasurer County shall direct the Certificate Agent to execute and deliver and shall register Certificates in Authorized Denominations authorized denominations as requested by DTC.

Use of Depository Trust Company. Notwithstanding any provision of this Trust Agreement to the contrary: (a) The Certificates shall be initially delivered and registered as provided in Section 3.42.4. Registered ownership of the Certificates, or any portion thereof, may not thereafter be transferred except: (i) To any successor of the DTC or its nominee, or to any substitute Securities Depository depository designated pursuant to clause (ii) of this subsection (a) (a “Substitute Depositorysubstitute depository”); provided that any successor of DTC or a Substitute Depository substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; (ii) To any Substitute Depository substitute depository designated by the Treasurer City and not objected to by the Certificate AgentTrustee, upon (1) the resignation of DTC or its successor (or any Substitute Depository substitute depository or its successor) or (2) a determination by the Treasurer City that DTC or its successor (or any Substitute Depository substitute depository or its successor) is no longer able to carry out its functions as the Securities DepositoryCity’s security depository; provided that any such Substitute Depository shall substitute depository s hall be qualified under any applicable laws to provide the services proposed to be provided by it; or (iii) To any person as provided below, upon (1) the resignation of DTC or its successor (or Substitute Depository substitute depository or its successor) from its functions as depository; provided that no Substitute Depository substitute depository which is not objected to by the Certificate Agent Trustee can be obtained or (2) a determination by the Treasurer City that it is in the best interests of the beneficial owners of the Certificates City to remove DTC or its successor (or any Substitute Depository substitute depository or its successor) from its functions as Securities Depository securities depository hereunder. (b) In the case of any transfer pursuant to clause (i) or clause (ii) of subsection (a) hereof, upon receipt of the outstanding Outstanding Certificates by the Certificate AgentTrustee, together with a request from the Treasurer City to the Certificate AgentTrustee, a single new Certificate shall be executed and delivered in the aggregate principal amount of each maturity of the Certificates then outstandingOutstanding, registered in the name of such successor or such Substitute Depositorysubstitute depository, or their nominees, as the case may be, all as specified in such request from the TreasurerCity. In the case of any transfer pursuant to clause (iii) of subsection (a) hereof, upon receipt of the outstanding Outstanding Certificates by the Certificate AgentTrustee, new Certificates shall be executed and delivered in such denominations numbered in consecutive order from R-1 up and registered in the names of such persons as are requested by DTC or its successorsin such a request from the City, subject to the limitations of Section 3.4 2.4 hereof, provided that the Trustee shall not be required to deliver such new Certificates within a period less than sixty (60) days from the date of receipt of such a request from the City. (c) In the case of partial prepayment or an advance refunding of the Certificates evidencing all or a portion of the principal amount thereof Outstanding, DTC shall make an appropriate notation on the Certificates indicating the date and amounts of such reduction in principal. The Treasurer Trustee shall not be liable for any error or omission by DTC in making such notation and the Certificate Agent records of the Trustee as to the outstanding principal amount of the Certificates shall be controlling. (d) The City and the Trustee shall be entitled to treat the person in whose name any Certificate is registered as the Registered Owner thereof for all purposes of this Trust Agreement and any applicable laws, notwithstanding any notice to the contrary received by the Certificate AgentTrustee or the City; and the Treasurer City and the Certificate Agent Trustee shall have no responsibility for transmitting payments to, communication with, notifying or otherwise dealing with any beneficial owners of the Certificates. The Treasurer and Neither the Certificate Agent City nor the Trustee will have no any responsibility or obligations, legal or otherwise, to the beneficial owners or to any other party including DTC or its successors, except for the Registered Owner of any Certificate. (de) So long as the outstanding Outstanding Certificates are registered in the name of DTC or a Substitute Depositoryits registered assigns, the Treasurer City and the Certificate Agent Trustee shall cooperate with DTC or such Substitute DepositoryDTC, as sole Registered registered Owner, and its registered assigns, in effecting payment of the principal of and prepayment premium, if any, and interest with respect to the Certificates by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available on the date they are due. (e) Notwithstanding the foregoing, at any time during the Fiscal Year, the Treasurer may determine that participation in the book-entry only system of DTC is no longer in the best interests of the Pooled Program and may thereupon provide for certificated securities representing the Certificates. In the event the Treasurer determines that the continuation of the system of book-entry only transfers through DTC (or a successor securities depository) is not in the best interests of the Pooled Program, the Treasurer will notify DTC of the availability through DTC of certificated securities representing the Certificates. In such event, the Treasurer shall direct the Certificate Agent to execute and deliver and shall register Certificates in Authorized Denominations as requested by DTC.

Use of Depository Trust Company. Notwithstanding any provision of this Trust Agreement to the contrary: (a) The Certificates shall be initially delivered and registered as provided in Section 3.42.4 hereof. Registered ownership of the Certificates, or any portion thereof, may not thereafter be transferred except: (i) To any successor of the DTC or its nominee, or to any substitute Securities Depository depository designated pursuant to clause (ii) of this subsection (a) (“Substitute Depositorysubstitute depository”); provided that any successor of DTC or a Substitute Depository substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; (ii) To any Substitute Depository substitute depository designated by the County Treasurer and not objected to by the Certificate AgentTrustee, upon (1) the resignation of DTC or its successor (or any Substitute Depository substitute depository or its successor) or (2) a determination by the County Treasurer that DTC or its successor (or any Substitute Depository substitute depository or its successor) is no longer able to carry out its functions as the Securities DepositoryLessee’s security depository; provided that any such Substitute Depository substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or (iii) To any person as provided below, upon (1) the resignation of DTC or its successor (or Substitute Depository substitute depository or its successor) from its functions as depository; provided that no Substitute Depository substitute depository which is not objected to by the Certificate Agent Trustee can be obtained or (2) a determination by the County Treasurer that it is in the best interests of the beneficial owners of the Certificates Lessee to remove DTC or its successor (or any Substitute Depository substitute depository or its successor) from its functions as Securities Depository securities depository hereunder. (b) In the case of any transfer pursuant to clause (i) or clause (ii) of subsection (a) hereof, upon receipt of the outstanding Outstanding Certificates by the Certificate AgentTrustee, together with a request from the County Treasurer to the Certificate AgentTrustee, a single new Certificate shall be executed and delivered in the aggregate principal amount of the Certificates then outstandingOutstanding, registered in the name of such successor or such Substitute Depositorysubstitute depository, or their nominees, as the case may be, all as specified in such request from the County Treasurer. In the case of any transfer pursuant to clause (iii) of subsection (a) hereof, upon receipt of the outstanding Outstanding Certificates by the Certificate AgentTrustee, new Certificates shall be executed and delivered in such denominations and registered in the names of such persons as are requested by DTC or its successors, subject to the limitations of Section 3.4 2.3 hereof, provided that the Trustee shall not be required to deliver such new Certificates within a period less than sixty (60) days from the date of receipt of such a request. (c) In the case of partial prepayment or an advance refunding of the Certificates evidencing all or a portion of the principal amount thereof Outstanding, DTC shall make an appropriate notation on the Certificates indicating the date and amounts of such reduction in principal. The Treasurer Trustee shall not be liable for any error or omission by DTC in making such notation and the Certificate Agent records of the Trustee as to the Outstanding principal amount of the Certificates shall be controlling. (d) The Lessee, the Lessor and the Trustee shall be entitled to treat the person in whose name any Certificate is registered as the Registered Owner Certificateholder thereof for all purposes of this Trust Agreement and any applicable laws, notwithstanding any notice to the contrary received by the Certificate AgentTrustee or the Lessee; and the Treasurer Lessee, the Lessor and the Certificate Agent Trustee shall have no responsibility for transmitting payments to, communication with, notifying or otherwise dealing with any beneficial owners of the CertificatesCertificateholder. The Lessee, the Lessor, the County Treasurer and the Certificate Agent Trustee will have no responsibility or obligations, legal or otherwise, to the beneficial owners Certificateholder or to any other party including DTC or its successors, except for the Registered Owner of any CertificateCertificateholder. (de) So long as the outstanding Outstanding Certificates are registered in the name of DTC Depository Trust Company or a Substitute Depositorysuccessor depository, the Treasurer Lessee, the Lessor and the Certificate Agent Trustee shall cooperate with DTC Depository Trust Company or such Substitute Depositorysuccessor depository, as sole Registered Ownerregistered owner, in effecting payment of the principal of and prepayment premium, if any, and interest with respect to the Certificates by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available on the date they are due. (ef) Notwithstanding the foregoing, at any time during the Fiscal Year, the Treasurer may determine that participation in the book-entry only system of DTC is no longer in the best interests of the Pooled Program and may thereupon provide for certificated securities representing the Certificates. In the event the Treasurer Lessor determines that the continuation of the system of bookbook- entry-entry only transfers through DTC (or a successor securities depository) is not in the best interests of the Pooled ProgramDTC participants, the Treasurer will Certificateholder or the Lessee, the Lessor shall notify the Trustee, whereupon the Trustee shall notify DTC of the availability through DTC of certificated securities representing for the Certificates. In such event, the Treasurer Trustee shall direct the Certificate Agent to execute and deliver and shall register Certificates in Authorized Denominations as requested by DTC.