Agenda - 03-02-2006-8bTA - Laserfiche WebLink

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{b) If {i) DTC determines not to continue to act as securities depository far the Certificates or {ii) a County Representative so directs, the Company will arrange to discontinue the book-entry s~Tstem ~~jith DTC. If the County identifies an alternate qualified securities depository to replace DTC, that depositary ti~Till replace DTC and all references to DTC in this Trust Agreement will be deemed references to such alternate depository. If the County fails to identify another qualified SecurltleS depository to replace DTC, the Company will deliver fully- registered certificates as replacements for Certificates in book-entry form. Such certificates ~~Till be in such form as the Company, `~Tith the County's appro~Tal, may hereafter authorize. Section 2.02. Execution. The Certificates will be signed on the Company's behalf by the manual or facsimile signature of its President or any Vice President, and the Company's seal will be impressed or imprinted on the Certificates by facsimile or otherwise and attested by the manual or facsimile signature of the Company's Secretary or any Assistant Secretary. If any Company officer whose signature is on a Certificate no longer holds that office at the time the Tnistee authenticates such Certificate, such Certificate will nevertheless be valid. If a person signing a Certificate is the proper officer on the actual date of execution, the Certificate will be valid even if that person is not the proper officer on the noYniY~al date of action. Section 2.03. Authentication. The Certificates will bear a certificate of authentication, substantially in the form set forth in Exhibit B, and no Certificate will be valid until the Trustee has duly executed the certificate of authentication and inserted the authentication date thereon. The Trustee will authenticate each Certificate with the signature of an authorized officer or employee, but it will not be necessary for the same person to authenticate all of the Certificates. Only such authenticated Certificates will be entitled to any right or benefit under this Trust Agreement, and such certificate on any Certificate issued under this Trust Agreement will be conclusive evidence that the Certificate has been duly issued and is secured by the pro~risions hereof. Section 2.04. Registration and Exchange of Certificates; Persons Treated as O~~ners. Certificates may be exchanged and transferred only on a register which the Trustee will establish and maintain. Upon surrender for transfer of any Certificate to the Trustee, duly endorsed for transfer or accompanied by an assignment duly executed by the Owner or the Owner's duly authorized attorney, the Trustee will authenticate a new Certificate or Certificates in an equal total principal amount and registered in the name of the transferee; provided, however, that the Trustee is not required to exchange or register the transfer of any Certificate after the giving of notice calling such Certificate for prepayment. J3862v2 7