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<br />January 24, 2005 (Regular Meeting) <br /> <br />Page <br /> <br />67 <br /> <br />as hereinafter provided. Initially one fully registered Bond certificate for <br />each stated maturity of the Bonds for each designation, in the aggregate <br />principal amount of the Bonds of such stated maturity and registered in the <br />name of the Securities Depository Nominee (defined below), a nominee of the <br />securities Depository (defined below), will be issued and required to be <br />deposited with the Securities Depository and immobilized in its custody. The <br />book-entry system of the Securities .Depository will evidence positions held <br />in the Bonds by the securities Depository's participants, with beneficial <br />ownership of the Bonds in the principal amount of $5,000 or any whole <br />multiple thereof being evidenced in the records of such participants. <br />Transfers of beneficial ownership will be effected on the records of the <br />Securities Depository and its participants pursuant to rules and procedures <br />established by the Securities Depository and its participants. <br />The County and the Bond Registrar will recognize the Securities <br />Depository Nominee or the securities Depository, as the case may be, while <br />the registered owner of Bonds I as the owner of Bonds for all purposes I <br />including payments of principal of, and redemption premium, if any, and <br />interest on the Bonds, notices and voting. The principal of and any <br />redemption premium on each Bond shall be payable to the Securities Depository <br />Nominee or any other person appearing on the registration books of the County <br />hereinafter provided for as the registered owner of such Bond or his <br />registered assigns or legal representative at the office of the Bond <br />Registrar mentioned hereinafter or such other place as the County may <br />determine upon the presentation and surrender thereof as the same shall <br />become due and payable. Payment of the interest on each Bond shall be made <br />by the Bond Registrar on each interest payment date to the registered owner <br />of such Bond (or the previous Bond or Bonds evidencing the same debt as that <br />evidenced by such Bond) at the close of business on the record date for such <br />interest, which shall be the 15th day (whether or not a business day) of the <br />calendar month next preceding such interest payment date, by check mailed to <br />such person at his address as it appears on such registration books or, <br />during the continuation of the book-entry system, by such other method of <br />payment as the County may determine to be necessary or advisable with the <br />concurrence of the Securities Depository. Transfer of principal and interest <br />and any redemption premium payments to participants of the securities <br />Depository will be the responsibility of the Securities Depository, and <br />transfer of principal and interest and any redemption premium payments to <br />beneficial owners of the Bonds by participants of the Securities Depository <br />will be the responsibility of such participants and other nominees of such <br />beneficial owners. Such transfers of interest by the Securities Depository <br />and by such participants and other nominees of such beneficial owners may be <br />made to the owners of Bonds shown on their records on a date on or after said <br />record date for such interest, pursuant to rules and procedures established <br />by the Securities Depository and its participants. The County and the Bond <br />Registrar will not be responsible or liable for such transfers of payments or <br />for maintaining, supervising or reviewing records maintained by the <br />Securities Depository, its participants or persons acting through such <br />participants. <br />In the event that (a) any Securities Depository determines not to <br />continue to act as securities depository for the Bonds or (b) the Finance <br />Officer of the County determines to discontinue the book-entry system with <br />such Securities Depository, the County may identify another qualified <br />Securities Depository to replace the predecessor Securities Depository, and, <br />in such event, the County will make arrangements with the predecessor <br />securities Depository and such other Securities Depository to effect such <br />replacement and deliver replacement Bonds registered in the name of such <br />other depository or its nominee in exchange for the outstanding Bonds, and <br />all references in this resolution to any predecessor Securities Depository or <br />Securities Depository Nominee shall thereupon be deemed to mean such other <br />depository or its nominee. If the County does not identify another qualified <br />Securities Depository to replace the predecessor Securities Depository, the <br />County will deliver replacement Bonds in the form of fully registered <br />certificates in the denomination of $5,000 or any whole multiple thereof <br />("Certificated Bonds") in exchange for the outstanding Bonds as required by <br />the predecessor Securities Depository and others. Upon the request of the <br />Securi ties Depository, the County may also deliver one or more Certificated <br />Bonds to any participant of the Securities Depository in exchange for Bonds <br />credited to its account with the Securities Depository. The County and the <br />Bond Registrar shall be entitled to rely upon the instructions of the <br />Securities Depository as to the appropriate parties entitled to receive <br />Certificated Bonds. <br />For purposes of this resolution "securities Depository" means The <br />Depository Trust Company, New York, New York, or other recognized securities <br />depository selected by the County, which maintains the book...entry system in <br />respect of the Bonds authorized by this resolution, and shall include any <br />substitute for or successor to the securities depository initially acting as <br />