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or interest on the Bonds. The County and the Trustee may treat and consider the Person in whose <br /> name each Bond is registered in the Bond Register as the holder and absolute owner of such Bond for <br /> the purpose of payment of principal, premium, if any, and interest on such Bond, for the purpose of <br /> giving notices of redemption and other matters with respect to such Bond, for the purpose of <br /> registering transfers with respect to such Bond, and for all other purposes whatsoever. The Trustee <br /> shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the <br /> respective Owners, as shown in the Bond Register, as provided in Section 2.8 hereof, or their <br /> respective attorneys duly authorized in writing, and all such payments shall be valid and effective to <br /> fully satisfy and discharge the County's obligations with respect to payment of principal of, <br /> premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. No Person other <br /> than an Owner, as shown in the Bond Register, shall receive a certificated Bond evidencing the <br /> obligation of the County to make payments of principal, premium, if any, and interest pursuant to this <br /> Indenture. Upon deliverybyDTC to the Trustee of written notice to the effect that DTC has <br /> p <br /> determined to substitute a new nominee in place of Cede & Co., and subject to the provisions herein <br /> with respect to record dates, the word "Cede & Co." in this Indenture shall refer to such new <br /> nominee of DTC. <br /> (c) The delivery of the Representation Letter by the County and the Trustee shall not in <br /> any way limit the provisions of Section 2.11(b) hereof or in any other way impose upon the County <br /> or the Trustee any obligation whatsoever with respect to Persons having interests in the Bonds other <br /> than the Owners, as shown on the Bond Register. The Trustee shall take all action necessary for all <br /> representations in the Representation Letter with respect to the Trustee to be complied with at all <br /> times. <br /> (d) DTC may determine to discontinue providing its services with respect to the Bonds at <br /> any time by giving written notice to the County and the Trustee and discharging its responsibilities <br /> with respect thereto under applicable law. <br /> The County, in its sole discretion and without the consent of any other Person, may terminate <br /> the services of DTC with respect to the Bonds if the County determines.that either DTC is unable to <br /> discharge its responsibilities with respect to the Bonds or a continuation of the requirement that all <br /> Outstanding Bonds be registered in the Bond Register in the name of Cede & Co., or any other <br /> nominee of DTC, is not in the best interest of the beneficial owners of such Bonds. <br /> Upon the discontinuation or termination of the services of DTC with respect to the Bonds <br /> pursuant to the foregoing after which no substitute securities depository willing to undertake the <br /> functions of DTC hereunder can be found which, in the opinion of the County, is willing and able to <br /> undertake such functions upon reasonable and customary terms, the County is obligated to deliver <br /> Bond certificates, as described in this Indenture and the Bonds shall no longer be restricted to being <br /> registered in the Bond Register in the name of Cede& Co. as nominee of DTC, but may be registered <br /> in whatever name or names DTC shall designate to the Trustee in writing, in accordance with the <br /> provisions of this Indenture. <br /> (e) Notwithstanding any other provisions of this Indenture to the contrary, as long as any <br /> Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to <br /> principal or, premium, if any, and interest on such Bond and all notices with respect to such Bond <br /> shall be made and given, respectively, in the manner provided in the Representation Letter. <br /> 19 <br />