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~ attempt to identify another institution qualified to act as Securities Depositorv hereunder or ? will discontinue the Book-Entry System by resolution. If the Cotinty is unable to identih~ 3 such successor Securities Depository prior to the effective date of the resi~nation, the County ~ shall discontiniie the Book-Entry System, as provided in (ii)(C) above. 5 6 (iv) So long as the Book-Entry System is used for the Certificates, the Trustee ~vill 7 give any notice of prepayment or any other notices required to be given to Owners of 8 Certificates only to the Securities Depository or its nominee registered as the O~~-ner thereof. 9 Any failure of the Securities Depository ~o advise any of its Participants, or of any lo Participant to notify the Beneficial Owner, of any such notice and its content or effect w~ill 1~ not affect the validity of the prepayment of the Certificates called for prepayment or of any ~ 2 other action premised on such notice. Neither the County nor the Tnistee is responsible or ~3 liable for the failure of the Securities Depository or any Participant thereof to make any 1~ payment or give any notice to a Beneficial Owner in respect of the Certificates or any error ~ ~ or delay relating thereto. 16 ~ 7 (G) FORM OF 1998 CERTIFICATES; NUMBERING; REGISTERED FORN1. The 1998 18 Certificates shall be issued in substantially the form attached hereto as the Certificate Form 19 Appendix but with such appropriate modifications, changes, additions and deletions as may be 2o necessary or appropriate and not inconsistent with the provisions of this Agreement or applicable 2 I law. Each series of Additional Certificates shall be issued in such form as shall be prescribed in the ?? Supplemental Agreement authorizing such series of Additional Certificates. ~; 2a The Trustee shall number the Certificates of each series from one upwards in the order 25 in which they are issued, which number shall be prefaced by a prefix to indicate the series ?6 designation of such Certificate. Unless otherwise provided in a Supplemental Agreement, the ?7 Certificates of each series shall be prepared in the form of fully registered Certificates, without ?8 coupons, in Authorized Denominations and shall be payable in lawfiil money of the United States ?~ of America. 30 31 (H) EXECUTION, AUTHENTICATION AND DELIVERY OF THE CERTIFICATES. The 33 Certificates shall be executed on behalf of the County by the manual signatures of an authorized 33 officer of the Trustee. Facsimile signatures on the Certificates shall have the same force and effect 34 as if each of such Certificates had been manually signed. In case any officer of the Trustee whose 35 signature shall appear on the Certificates shall cease to hold such office before the delivery of such 36 Certificates. such signature shall nevertheless be valid and sufficient far all purposes, as if such 37 person had remained an officer of the Trustee until delivery. At the direction of the County, the 3S Trustee shall authenticate and deliver the Certificates. The proceeds of the 1998 Certificates shall 39 be paid over to the Trustee for the account of the County and deposited as provided herein. The 4o proceeds of the each series of Additional Certificates shall be paid over to the Trustee for the account 4~ of the County and deposited as provided in the Supplemental Agreement authorizing the issuance 42 of such series of Additional Certificates. a~ FINANCING AND TRUST AGREEMENT PAGE 14