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6 -A -Z8 <br />DTC will act as securities depository for the Bonds. The Bonds will be issued as f dly- <br />registered securities in the name of Cede & Co. (DTC's partnership nominee). One fully- registered <br />Bond certificate will be issued for each maturity of the Bonds, each in the aggregate principal amount of <br />such maturity, and will be deposited with DTC. <br />DTC is a limited - purpose trust company organized under the laws of the State of New York, a <br />Banking organization within the meaning of the laws of the State of New York, a member of the Federal <br />Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code, <br />and a clearing agency registered pursuant to the provisions of Section 17A of the Securities Exchange <br />Act of 1934, as amended. DTC holds securities of its participants ("DTC Participants ") and facilitates <br />the clearance and settlement of securities transactions among DTC Participants in such securities <br />through electronic book -entry changes in accounts of DTC Participants, thereby eliminating the need for <br />physical movement of securities certificates. DTC Participants include securities brokers and dealers, <br />banks, trust companies, clearing corporations and certain other organizations. DTC is owned by a <br />number of its DTC Participants and by the New York Stock Exchange, Inc., the American Stock <br />Exchange, Inc., and the National Association of Securities Dealers, Inc. Access to the Book -Entry <br />System is also available to others such as banks, brokers, dealers and trust companies that clear <br />through or maintain a custodial relationship with a DTC Participant either directly or indirectly (the <br />"Indirect Participants "). The rules applicable to DTC and for DTC Participants are on file with the <br />Securities and Exchange Commission. <br />Purchases of Bonds under the DTC System must be made by or through DTC Participants, <br />which will receive a credit balance in the records of DTC. The ownership interest of each actual <br />purchaser of each Bond (the "Beneficial Owner's will be recorded through the records of a DTC <br />Participant. Beneficial Owners are expected to receive a written confirmation of their purchase <br />providing certain details of the Bonds acquired. Transfers of ownership interests in the Bonds will be <br />accomplished by book entries made by DTC and, in turn, by the DTC Participants who act on behalf <br />of the Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership <br />interest in the Bonds, except as specifically provided in the Fiscal Agent Agreement in the event <br />participation in the Book -Entry System is discontinued (see "Discontinuance of DTC Services" below). <br />To facilitate subsequent transfers, all Bonds deposited by participants with DTC are registered <br />in the name of DTC's partnership nominee, Cede & Co. The deposit of Bonds with DTC and the <br />registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no <br />knowledge of the actual Beneficial Owners of the Bonds. DTC's records reflect only the identity of the <br />DTC Participants to whose accounts such Bonds are credited which may or may not be the Beneficial <br />Owners. The DTC and Indirect Participants will remain responsible for keeping account of their <br />holdings on behalf of their customers. <br />So long as Cede & Co. is the registered owner of the Bonds, as nominee of DTC, references <br />herein to the holders or registered owners of the Bonds will mean Cede & Co. and will not mean the <br />Beneficial Owners of the Bonds. <br />DTC may determine to discontinue providing its service with respect to the Bonds at any time <br />by giving notice to the District and discharging its responsibilities with respect thereto under applicable <br />law. Under such circumstances, Bond certificates are required to be delivered as described in the Fiscal <br />Agent Agreement The Beneficial Owner, upon registration of certificates held in the Beneficial Owner's <br />name, will become the registered owner of the Bonds. <br />The District may determine that continuation of the system of book -entry transfers through <br />DTC (or a successor securities depository) is not in the best interest of the Beneficial Owners. In such <br />event, Bonds will be delivered as described in the Fiscal Agent Agreement <br />-11 - <br />