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I ~ ~ I ° 1 attempt to identify another institution qualified to act as Securities Deposit ry hereunder or ~2 will discontinue the Book-Entry System by resolution. If the County is able to identify 3 such successor Securities Depository prior to the effective date of the resign tion, the County 4 shall discontinue the Book-Entry System, as provided in (ii)(C) above. I 5 I 6 (iv) So long as the Book-Entry System is used for the Certificates ~ the Trustee will 7 give any notice of prepayment or any other notices required to be giv n to Owners of 8 Certificates only to the Securities Depository or its nominee registered as t Owner thereof. 9 Any failure of the Securities Depository to advise any of its Participants, or f any Participant lo to notify the Beneficial Owner, of any such notice and its content or effect ill not affect the 11 validity of the prepayment of the Certificates called for prepayment or o any other action 12 premised on such notice. Neither the County nor the Trustee is responsibl or liable for the 13 failure of the Securities Depository or any Participant thereof to make any payment or give 14 any notice to a Beneficial Owner in respect of the Certificates or any error or delay relating 15 thereto. ~! 16 I, 17 (G) FORM OF 1998 CERTIFICATES; NUMBERING; REGISTERED FO M. The 1998 18 Certificates shall be issued in substantially the form attached hereto as the Certificat Form Appendix 19 but with such appropriate modifications, changes, additions and deletions as ma be necessary or 20 appropriate and not inconsistent with the provisions of this Agreement or applicabl law. Each series 21 of Additional Certificates shall be issued in such form as shall be prescribed in e Supplemental 22 Agreement authorizing such series of Additional Certificates. 3 ~4 The Trustee shall number the Certificates of each series from one upwar s in the order in 25 which they are issued, which number shall be prefaced by a prefix to indicate the ries designation 26 of such Certificate. Unless otherwise provided in a Supplemental Agreement, the C rtificates of each 27 series shall be prepared in the form of fully registered Certificates, without coupo s, in Authorized 28 Denominations and shall be payable in lawful money of the United States of Am rica. 29 I 30 (H) EXECUTION, AUTHENTICATION AND DELIVERY OF THE CERT FICATES. The 31 Certificates shall be executed on behalf of the County by the manual signatures of an authorized 32 officer of the Trustee. Facsimile signatures on the Certificates shall have the sam force and effect 33 as if each of such Certificates had been manually signed. In case any officer of t e Trustee whose 34 signature shall appear on the Certificates shall cease to hold such office before th delivery of such 35 Certificates, such signature shall nevertheless be valid and sufficient for all p oses, as if such 36 person had remained an officer of the Trustee until delivery. At the direction o the County, the 3~ Trustee shall authenticate and deliver the Certificates. The proceeds of the 1998 Certificates shall 38 be paid over to the Trustee for the account of the County and deposited as provi ed herein. The 39 proceeds of the each series of Additional Certificates shall be paid over to the Trust e for the account 40 of the County and deposited as provided in the Supplemental Agreement author'zing the issuance 41 of such series of Additional Certificates. , 42 II ~ FINANCING AND TRUST AGREEMENT PA~E 13