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50 <br />Conveyance of notices and other communications by DTC to Direct Participants, by Direct Par- <br />ticipants to Indirect Participants and by Direct and Indirect Participants to Beneficial Owners will <br />be governed by arrangements among them, subject to any statutory or regulatory requirements as <br />may be in effect from time to time. Beneficial Owners of the Bonds may wish to take certain steps to <br />augment transmission to them of notices of significant events with respect to the Bonds, such as <br />prepayments, tenders, defaults and proposed amendments to the security documents. <br />Neither DTC nor Cede & Co. will consent or vote with respect to the Bonds. Under its usual <br />procedures, DTC mails an Omnibus Proxy to the County as soon as possible after the record date. <br />The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to <br />whose accounts the Bonds are credited on the record date (identified in a listing attached to the Om- <br />nibus Proxy). <br />Principal and interest payments on the Bonds will be made to Cede & Co. or such other nomi- <br />nee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct <br />Participants' accounts upon DTC's receipt of funds and corresponding detail information from the <br />County on each payable date in accordance with their respective holdings shown on DTC's records. <br />Payments by Direct and Indirect Participants to Beneficial Owners will be governed by standing in- <br />structions and customary practices, as is the case with securities held for the accounts of customers <br />in bearer form or registered in "street name," and will be the responsibility of such Direct and Indi- <br />rect Participants and not of DTC or the County, subject to any statutory or regulatory requirements <br />as may be in effect from time to time. Payment of principal and interest to DTC is the responsibility <br />of the County, disbursement of such payments to Direct Participants will be the responsibility of <br />DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of the <br />Direct and Indirect Participants. , <br />DTC may discontinue providing its service as securities depository with respect to the Bonds at <br />any time by giving reasonable notice to the County. Under such circumstances, or in the event the <br />County desires to use a similar book-entry system with another securities depository, there may be a <br />successor securities depository (all references to DTC include any such successor). The County may <br />also decide to discontinue participation in the system of book-entry transfer through DTC (or a suc- <br />cessor securities depository) at any time by giving reasonable notice to DTC. If the book-entry sys- <br />tem is discontinued and there is no successor securities depository, Bond certificates will be printed <br />and delivered to the Beneficial Owners. <br />The information in this section concerning DTC and DTC's book-entry has been obtained from <br />DTC, and the County takes no responsibility for the accuracy thereof. <br />The County cannot and does not give any assurances that DTC, Direct Participants or Indirect <br />Participants will distribute to the Beneficial Owners of the Bonds (a) payments of principal, pre- <br />mium, if any, or interest on the Bonds, (b) confirmations of their ownership interests in the Bonds or <br />(c) prepayment or other notices sent to DTC or Cede & Co., .its partnership nominee, as the regis- <br />tered owner of the Bonds, or that they will do so on a timely basis or that DTC, Direct Participants <br />or Indirect Participants will serve and act in the manner described in this Official Statement. <br />THE COUNTY WILL NOT HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO THE <br />DIRECT PARTICIPANTS, INDIRECT PARTICIPANTS OR THE BENEFICLAL OWNERS WITH <br />RESPECT TO (1) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DIRECT <br />PARTICIPANT OR INDIRECT PARTICIPANT; (2) THE PAYMENT BY DTC OR ANY DIRECT <br />PARTICIPANT OR INDIRECT PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL <br />OWNER IN RESPECT OF THE PRINCIPAL AMOUNT OF OR PREPAYMENT PRICE OR <br />INTEREST ON THE BONDS; (3) THE DELIVERY BY DTC OR ANY DIRECT PARTICIPANT OR <br />INDIRECT PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER THAT IS <br />REQUIRED OR PERMITTED TO BE GIVEN TO OWNERS UNDER THE TERMS OF THE BOND <br />ORDER AND RESOLUTION; (4) THE SELECTION OF THE BENEFICIAL OWNERS TO <br />RECEIVE PAYMENT IN THE EVENT OF ANY REDEMPTION OF THE BONDS; OR (5) ANY <br />CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS OWNER. <br />F-2 <br />