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• pursuant to rules and procedures established by DTC and its participants. Principal, <br />premium, if any, and interest with respect to the Bonds will be payable to DTC or its <br />nominee as registered owner of the Bonds. Transfer of principal, premium, if any, and <br />interest to DTC participants will be DTC's responsibility, and transfer of principal, <br />premium, if any, and interest with respect to the Bonds to beneficial owners of the Bonds <br />by DTC participants will be the responsibility of such participants and other nominees of <br />beneficial owners. Neither the Trustee, the Company nor the County will be responsible <br />or liable for such transfer of payments or for maintaining, supervising or reviewing the <br />records maintained by DTC, its participants or persons acting through such participants. <br />(b) If (i) DTC determines not to continue to act as securities depository for the <br />Bonds or (ii) a County Representative so directs, the Company will arrange to <br />discontinue the book-entry system with DTC. If the County identifies an alternate <br />qualified securities depository to replace DTC, that depository will replace DTC and all <br />references to DTC in this Trust Agreement will be deemed references to such alternate <br />depository. If the County fails to identify another qualified securities depository to <br />replace DTC, the Company will deliver fully-registered Bonds as replacements for Bonds <br />in book-entry form. Such Bonds will be in such form as the Company, with the County's <br />approval, may hereafter authorize. <br />Section 2.02. Execution. The Bonds will be signed on the Company's <br />• behalf by the manual or facsimile signature of its President or any Vice President, and the <br />Company's seal will be impressed or imprinted on the Bonds by facsimile or otherwise <br />and attested by the manual or facsimile signature of the Company's Secretary. or any <br />Assistant Secretary. If any Company officer whose signature is on a Bond no longer <br />holds that office at the time the Trustee authenticates such Bond, such Bond will <br />nevertheless be valid. If a person signing a Bond is the proper officer on the actual date of <br />execution, the Bond will be valid even if that person is not the proper officer on the <br />nominal date of action. <br />Section 2.03. Authentication. Each Bond will bear a certificate of <br />authentication, substantially in the form set forth in Exhibit B, and no Bond will be valid <br />until the Trustee has duly executed the certificate of authentication and inserted the <br />authentication date thereon. The Trustee will authenticate each Bond with the signature <br />of an authorized officer or employee, but it will not be necessary for the same person to <br />authenticate all of the Bonds. Only such authenticated Bonds are entitled to any right or <br />benefit under this Trust Agreement, and such certificate on any Bond issued under this <br />Trust Agreement will be conclusive evidence that the Bond has been duly issued and is <br />secured by the provisions of this Trust Agreement. <br />Section 2.04. Registration and Exchange of Bonds; Persons Treated as <br />• Owners. Bonds may be exchanged and transferred only on a register which the Trustee <br />will establish and maintain. Upon surrender for transfer of any Bond to the Trustee, duly <br />endorsed for transfer or accompanied by an assignment duly executed by the Owner or <br />the Owner's duly authorized attorney, the Trustee will authenticate a new Bond or Bonds <br />in an equal total principal amount and registered in the name of the transferee; provided, <br />6 <br />