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Official Statement Airport Commission City and County of San ...

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Introduction<br />

APPENDIX B<br />

INFORMATION REGARDING DTC AND THE BOOK-ENTRY ONLY SYSTEM<br />

The information below concerning DTC <strong>and</strong> DTC’s book-entry system has been obtained from DTC,<br />

<strong>and</strong> the <strong>Commission</strong> assumes no responsibility for the accuracy or completeness there<strong>of</strong>. DTC has<br />

established a book-entry depository system pursuant to certain agreements between DTC <strong>and</strong> its participants<br />

(the “Participants”). The <strong>Commission</strong> is not a party to those agreements. The <strong>Commission</strong> <strong>and</strong> the Trustee<br />

do not have any responsibility or obligation to DTC Participants, to the persons for whom they act as<br />

nominees, or to any other person who is not shown on the registration books as being an owner <strong>of</strong> the 2010A<br />

Bonds, with respect to any matter including (i) the accuracy <strong>of</strong> any records maintained by DTC or any <strong>of</strong> its<br />

Participants, (ii) the payment by DTC or its Participants <strong>of</strong> any amount in respect <strong>of</strong> the principal <strong>of</strong>,<br />

redemption price <strong>of</strong>, or interest on the 2010A Bonds; (iii) the delivery <strong>of</strong> any notice which is permitted or<br />

required to be given to registered owners under the 1991 Master Resolution; (iv) the selection by DTC or any<br />

<strong>of</strong> its Participants <strong>of</strong> any person to receive payment in the event <strong>of</strong> a partial redemption <strong>of</strong> the 2010A Bonds;<br />

(v) any consent given or other action taken by DTC as registered owner; or (vi) any other matter. The<br />

<strong>Commission</strong> <strong>and</strong> the Trustee cannot <strong>and</strong> do not give any assurances that DTC, its Participants or others will<br />

distribute payments <strong>of</strong> principal <strong>of</strong> or interest on the 2010A Bonds paid to DTC or its nominee, as the<br />

registered owner, or give any notices to the Beneficial Owners or that they will do so on a timely basis or will<br />

serve <strong>and</strong> act in a manner described in this <strong>Official</strong> <strong>Statement</strong>.<br />

General<br />

DTC will act as securities depository for the 2010A Bonds. The 2010A Bonds will be issued as fully<br />

registered securities registered in the name <strong>of</strong> Cede & Co. (DTC’s partnership nominee). One fully registered<br />

2010A Bond certificate will be issued for each maturity <strong>and</strong> Series <strong>of</strong> 2010A Bonds, each in the aggregate principal<br />

amount <strong>of</strong> such maturity, <strong>and</strong> will be deposited with DTC.<br />

DTC, the world’s largest depository, is a limited-purpose trust company organized under the New York<br />

Banking Law, a “banking organization” within the meaning <strong>of</strong> the New York Banking Law, a member <strong>of</strong> the<br />

Federal Reserve System, a “clearing corporation” within the meaning <strong>of</strong> the New York Uniform Commercial Code,<br />

<strong>and</strong> a “clearing agency” registered pursuant to the provisions <strong>of</strong> Section 17A <strong>of</strong> the Securities Exchange Act <strong>of</strong><br />

1934. DTC holds <strong>and</strong> provides asset servicing for over 3.5 million issues <strong>of</strong> U.S. <strong>and</strong> non-U.S. equity issues,<br />

corporate <strong>and</strong> municipal debt issues, <strong>and</strong> money market instruments (from over 100 countries) that DTC’s<br />

participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct<br />

Participants <strong>of</strong> sales <strong>and</strong> other securities transactions in deposited securities, through electronic computerized bookentry<br />

transfers <strong>and</strong> pledges between Direct Participants’ accounts. This eliminates the need for physical movement<br />

<strong>of</strong> securities certificates. Direct Participants include both U.S. <strong>and</strong> non-U.S. securities brokers <strong>and</strong> dealers, banks,<br />

trust companies, clearing corporations, <strong>and</strong> certain other organizations. DTC is a wholly-owned subsidiary <strong>of</strong> The<br />

Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities<br />

Clearing Corporation <strong>and</strong> Fixed Income Clearing Corporation, all <strong>of</strong> which are registered clearing agencies. DTCC<br />

is owned by the users <strong>of</strong> its regulated subsidiaries. Access to the DTC system is also available to others such as both<br />

U.S. <strong>and</strong> non-U.S. securities brokers <strong>and</strong> dealers, banks, trust companies, <strong>and</strong> clearing corporations that clear<br />

through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect<br />

Participants”). DTC has St<strong>and</strong>ard & Poor’s highest rating: AAA. The DTC Rules applicable to its Participants are<br />

on file with the Securities <strong>and</strong> Exchange <strong>Commission</strong>. More information about DTC can be found at www.dtcc.com<br />

<strong>and</strong> www.dtc.org. The information contained in such websites is not incorporated by reference herein.<br />

Purchases <strong>of</strong> the 2010A Bonds under the DTC system must be made by or through Direct Participants,<br />

which will receive a credit for the 2010A Bonds on DTC’s records. The ownership interest <strong>of</strong> each actual purchaser<br />

<strong>of</strong> each 2010A Bond (“Beneficial Owner”) is in turn to be recorded on the Direct <strong>and</strong> Indirect Participants’ records.<br />

Beneficial Owners will not receive written confirmation from DTC <strong>of</strong> their purchase. Beneficial Owners are,<br />

however, expected to receive written confirmations providing details <strong>of</strong> the transaction, as well as periodic<br />

statements <strong>of</strong> their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into<br />

B-1

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