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- prepayment has been made as herein provided. No service char~=e shall be made to the Owner of an~~ 2 Certiticate requestin~~ an eYChange 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. ~ 6 Notwithstanding the provisions of Sections 203(~) and (E) hereof or anythin~ else expressed 7 or implied herein to the contrary, so long as the Certificates are subject to the Book-Entry System, 8 all payments on the Certificates and all transfers and exchanges of beneficial ownership interests in 9 the Certificates shall be made in accordance ~~~ith the Book-Entry System agreement entered into 10 among the County and the Securities Depository~ and shall be subject in all respects to the rules and i ~ regulations Qoverning such Book-Entry System. 1' ~ 1~ (F) PROVISIONS FOR BOOK-ENTRY SYSTE~~1. Unless otherwise expressly provided in a i~ Supplemental Agreement authorizing a series of Additional Certificates, the Certificates of each i~ ~ series will be subject to a Book-Entry System of ownership and transfer, except as provided in (iii) ~ 6 below. The general provisions for effecting such Book-Entry System are as follows: l7 1 g (i) The County hereby designates The Depository Trust Company, New York, New 19 York, as the initial Securities Depository hereunder. ?0 ?~ (ii) Notwithstanding the provisions regarding exchange and transfer of Certificates 2? under this Agreement, the Certificates shall initially be evidenced by one certificate for each ?3 maturity, in an amount equal to the aggregate principal amount of such maturity. The ?~- 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 ?6 exchan~ed on the registration books of the County held by the Trustee as Certificate ?7 Re~~istrar except: ~g ?~ (A) to any successor Securities Depository designated pursuant to (iii) below; 30 ~- (B) to any successor nominee designated by a Securities Depository; or 3? ~~ (C) if the County shall, by written action of the State Treasurer undertaken ~a at the request of the County, elect to discontinue the Book-Entry System pursuant to ~s (iii) below, the County will cause the Trustee to authenticate and deliver replacement ~6 Certificates in fiilly registered form in Authorized Denominations in the names of the ~7 Beneficial Owners or their noininees; thereafter the provisions set forth in the ~g Certificate Form Appendices hereto regarding rebistration, transfer and exchan~=e of ~9 Certificates shall apply. ~ ao ~~ (iii) Upon the resignation of any institution acting as Securities Depository 4? hereunder, or if the County determines that continuation of any institution in the role of 4~ Securities Depository is not in the best interests of the Beneficial Owners, the County will FINANCING AND TRL~ST AGREEMENT PAGE 13