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will remain responsible for keeping account of their holdings on behalf of their <br />customers. <br />Conveyance of notices and other communications by DTC to Direct Participants, <br />by Direct Participants to Indirect Participants and by Direct Participants and Indirect <br />Participants to Beneficial Owners will be governed by arrangements among them, <br />subject to any statutory or regulatory requirements as may be in effect from time to <br />time. <br />Redemption notices will be sent to Cede & Co.. If less than all of the Bonds <br />within a maturity of a series are being redeemed, DTC's practice is to determine by lot <br />the amount of the interest of each Direct Participant in such maturity to be redeemed. <br />Neither DTC nor Cede & Co. will consent or vote with respect to the Bonds. <br />Under its usual procedures, DTC mails an Omnibus Proxy to the County as soon as <br />possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or <br />voting rights to those Direct Participants to whose accounts the Bonds are credited on <br />the record date (identified in a listing attached to the Omnibus Proxy). <br />Principal and interest payments on the Bonds will be made to DTC. DTC's <br />practice is to credit Direct Participants accounts on the payable date in accordance <br />with their respective holdings shown on DTC's records unless DTC has reason to <br />believe that it will not receive payment on the payable date. Payments by Participants <br />to Beneficial Owners will be governed by standing instructions and customary <br />practices, as is the case with securities held for the accounts of customers in bearer <br />form or registered in "street name," and will be the responsibility of such Participant <br />and not of DTC, the Paying Agent or the County, subject to any statutory or regulatory <br />requirements as may be in effect from time to time. Payment of principal and interest <br />to DTC is the responsibility of the County or the Paying Agent, disbursement of such <br />payments to Direct Participants shall be the responsibility of DTC, and disbursement <br />of such payments to the Beneficial Owners shall be the responsibility of Direct and <br />Indirect Participants. <br />DTC may discontinue providing its services as securities depository with respect <br />to the Bonds at any time by giving reasonable notice to the County or the Paying <br />Agent. Under such circumstances, in the event that a successor securities depository is <br />not obtained, Bond certificates will be printed and delivered. <br />The County may decide to discontinue use of the book -entry only system for <br />transfers through DTC (or a successor securities depository). In such event Bond <br />certificates will be printed and delivered. <br />8 <br />