CCSD BOA REVI ARD OF TR ISED AGEN RUSTEES NDA

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hereby directed to be applied, to the extent necessary, to the payment of the Series 2016A Notes; and, further, the District covenants and irrevocably pledges to effect the issuance of the Installment Funding Bonds or, in the alternative, to refund or renew outstanding Series 2016A Notes in order that the proceeds thereof will be sufficient to provide for the retirement of any Series 2016A Notes issued pursuant hereto. (b) For the payment of the principal of and interest on the Series 2016B Notes as the same shall fall due, the full faith, credit, resources and taxing power of the District shall be pledged. In addition thereto, so much of the proceeds of the Sales and Use Tax – Phase III or the principal proceeds of the Sales Tax Bonds – Phase III when issued shall and are hereby directed to be applied, to the extent necessary, to the payment of the Series 2016B Notes; and, further, the District covenants and irrevocably pledges to effect the issuance of the Sales Tax Bonds – Phase III to the extent that it does not hold Sales and Use Tax – Phase III revenues in an amount sufficient to effect the retirement of the Series 2016B Notes at the maturity thereof or, in the alternative, to refund or renew outstanding Series 2016B Notes in order that the proceeds thereof will be sufficient to provide for the retirement of any Series 2016B Notes issued pursuant thereto. (b) For the payment of the principal of and interest on the Series 2016C Notes as the same shall fall due, the full faith, credit, resources and taxing power of the District shall be pledged. In addition thereto, so much of the proceeds of the Sales and Use Tax - Phase IV or the principal proceeds of the Sales Tax Bonds - Phase IV when issued shall and are hereby directed to be applied, to the extent necessary, to the payment of the Series 2016C Notes; and, further, the District covenants and irrevocably pledges to effect the issuance of the Sales Tax Bonds - Phase IV to the extent that it does not hold Sales and Use Tax - Phase IV revenues in an amount sufficient to effect the retirement of the Series 2016C Notes at the maturity thereof or, in the alternative, to refund or renew outstanding Series 2016C Notes in order that the proceeds thereof will be sufficient to provide for the retirement of any Series 2016C Notes issued pursuant thereto. Section 3.21 Notes Issued in Book-Entry-Only Form. (a) Notwithstanding any provision of this Resolution to the contrary, the Notes of any Series may initially be issued under the DTC book-entry-only system in fully-registered form, as determined by the Superintendent, registered in the name of Cede & Co. as the registered owner and securities depository nominee of The Depository Trust Company, New York, New York ("DTC"), which will act as initial securities depository for the Notes. Notwithstanding anything to the contrary herein, so long as the Notes of a Series are being held under a book-entry system of a securities depository, transfers of beneficial ownership of the Notes of the respective Series will be effected pursuant to rules and procedures established by such securities depository. DTC and any successor securities depositories are hereinafter referred to as the "Securities Depository." Cede & Co. and successor securities depository nominees are hereinafter referred to as the "Securities Depository Nominee." (b) Notwithstanding any other provision of this Resolution, as long as a book-entry system is in effect for the Notes of a Series, the Securities Depository Nominee will be recognized as the Holder of the Notes of that Series for the purposes of (i) paying the Principal Installment and interest on such Series of Notes, (ii) giving any notice permitted or required to be given to Noteholders under this Resolution, (iii) registering the transfer of Notes, and (iv) requesting any consent or other action to be taken by the Holders of that Series of Notes, and for all other purposes whatsoever, and the District shall not be affected by any notice to the contrary. (c) The District shall not have any responsibility or obligation to any participant, any beneficial owner or any other person claiming a beneficial ownership in any Notes which are registered to 19 2/22/16 Board Agenda Agenda Item 9.5B (A&F D-IX) Page 25 of 49
a Securities Depository Nominee under or through the Securities Depository with respect to any action taken by the Securities Depository as Holder of such Notes. (d) The District shall pay all of the Principal Installment and interest on Notes of a Series issued under a book-entry system only to the Securities Depository or the Securities Depository Nominee, as the case may be, for such Notes, and all such payments shall be valid and effectual to fully satisfy and discharge the obligations with respect to the Principal Installment of and interest on such Notes. (e) In the event that the Securities Depository for the Notes of a Series discontinues providing its services, the District shall either engage the services of another Securities Depository, or if another Securities Depository is not engaged, the Registrar and Paying Agent shall authenticate, register and deliver physical certificates for the Notes in exchange for the Notes registered in the name of the Securities Depository Nominee. (f) In connection with any notice or other communication to be provided to the Holders of Notes by the District or by the Registrar and Paying Agent with respect to any consent or other action to be taken by the Holders of Notes, the District or the Registrar and Paying Agent, as the case may be, shall establish a record date for such consent or other action and give the Securities Depository Nominee notice of such record date not less than 15 days in advance of such record date to the extent possible. [End of Article III] 20 2/22/16 Board Agenda Agenda Item 9.5B (A&F D-IX) Page 26 of 49
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CCSD BOA REVI ARD OF TR ISED AGEN RUSTEES NDA

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