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~t prepayment has been made as herein provided. No service charge shall be made to e Owner of any Certificate requesting an exchange or transfer of any Certificate but the Trustee may require payment 3 of a sum sufficient to cover any tax, fee or other governmental charge required to be paid with 4 respect to such exchange or transfer. 5 6 Notwithstanding the provisions of Sections 203(D) and (E) hereof or anythi g else expressed 7 or implied herein to the contrary, so long as the Certificates are subject to the Bo k-Entry System, 8 all payments on the Certificates and all transfers and exchanges of beneficial owne ship interests in 9 the Certificates shall be made in accordance with the Book-Entry System agree ent entered into l0 among the County and the Securities Depository and shall be subject in all respect to the rules and 11 regulations governing such Book-Entry System. 12 13 (F) PROVISIONS FOR BOOK-ENTRY SYSTEM. Unless otherwise expres ly provided in a 14 Supplemental Agreement authorizing a series of Additional Certificates, the Ce ificates of each 15 series will be subject to a Book-Entry System of ownership and transfer, except a provided in (iii) 16 below. The general provisions for effecting such Book-Entry System are as follo s: 17 1 g (i) The County hereby designates The Depository Trust Company, New York, New 19 York, as the initial Securities Depository hereunder. 20 21 (ii) Notwithstanding the provisions regarding exchange and trans r of Certificates 22 under this Agreement, the Certificates shall initially be evidenced by one c rtificate for each ~3 maturity, in an amount equal to the aggregate principal amount of suc maturity. The 24 Certificates so initially delivered shall be registered in the name of "Cede Co." as nominee 25 for The Depository Trust Company. The Certificates may not thereafter be transferred or 26 exchanged on the registration books of the County held by the Trustee as Ce ificate Registrar 27 except: 28 29 (A) to any successor Securities Depository designated purs ant to (iii) below; 30 31 (B) to any successor nominee designated by a Securities epository; or 32 33 (C) if the County shall, by written action of the State Tre surer undertaken 34 at the request of the County, elect to discontinue the Book-Entry S stem pursuant to 35 (iii) below, the County will cause the Trustee to authenticate and d liver replacement 36 Certificates in fully registered form in Authorized Denominations i the names of the 3~ Beneficial Owners or their nominees; thereafter the provision set forth in the 3g Certificate Form Appendices hereto regarding registration, transfe and exchange of 39 Certificates shall apply. 40 41 42 43 ~ (iii) Upon the resignation of any institution acting as Sec ities Depository hereunder, or if the County determines that continuation of any institut on in the role of Securities Depository is not in the best interests of the Beneficial Owner , the County will FINANCING AND TRUST AGREEMENT PAGE 12