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<br />("DTCn), and except as provided in subsection (f) hereof, all of the outstanding Certificates of
<br />Obligation shall be registered in the name of Cede & Co., as nominee ofDTC.
<br />
<br />With respect to Certificates of Obligation registered in the name of Cede & Co., as nominee
<br />ofDTC, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation to any
<br />DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest on
<br />the Certificates of Obligation. Without limiting the immediately preceding sentence, the Issuer and
<br />the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy
<br />of the records ofDTC, Cede & Co. or any DTC Participant with respect to any ownership interest
<br />in the Certificates of Obligation, (ii) the delivery to any DTC Participant or any other person, other
<br />than a Certificate of Obligation holder, as shown on the Registration Books, of any notice with
<br />respect to the Certificates of Obligation, including any notice of redemption, or (iii) the payment to
<br />any DTC Participant or any other person, other than a Certificate of Obligation holder, as shown in
<br />the Registration Books of any amount with respect to principal of, premium, if any, or interest on,
<br />as the case may be, the Certificates of Obligation. Notwithstanding any other provision of this
<br />Ordinance to the contrary, the Issuer and the Paying Agent/Registrar shall be entitled to treat and
<br />consider the person in whose name each Certificate of Obligation is registered in the Registration
<br />Books as the absolute owner of such Certificate of Obligation for the purpose of payment of
<br />principal, premium, if any, and interest, as the case may be, with respect to such Certificate of
<br />Obligation, for the purpose of giving notices of redemption and other matters with respect to such
<br />Certificate of Obligation, for the purpose of registering transfers with respect to such Certificate of
<br />Obligation, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all
<br />principal of, premium, if any, and interest on the Certificates of Obligation only to or upon the order
<br />of the respective owners, as shown in the Registration Books as provided in this Ordinance, or their
<br />respective attorneys duly authorized in writing, and all such payments shall be valid and effective
<br />to fully satisfy and discharge the Issuer's obligations with respect to payment of principal of,
<br />premium, if any, and interest on, or as the case may be, the Certificates of Obligation to the extent
<br />of the sum or sums so paid. No person other than an owner, as shown in the Registration Books,
<br />shall receive a Certificate of Obligation certificate evidencing the obligation of the Issuer to make
<br />payments of principal, premium, if any, and interest, as the case may be, pursuant to this Ordinance.
<br />Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has
<br />determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this
<br />Ordinance with respect to interest checks being mailed to the registered owner at the close of
<br />business on the Record Date, the word "Cede & Co." in this Ordinance shall refer to such new
<br />nominee ofDTC.
<br />
<br />(i) Successor Securities Depositorv: Transfers Outside Book-Entrv Onlv Svstem. In the
<br />event that the Issuer or the Paying Agent/Registrar determines that DTC is incapable of discharging
<br />its responsibilities described herein and in the representation letter of the Issuer to DTC and that it
<br />is in the best interest of the beneficial owners of the Certificates of Obligation that they be able to
<br />obtain certificated Certificates of Obligation, the Issuer or the Paying Agent/Registrar shall (i)
<br />appoint a successor securities depository, qualified to act as such under Section 17(a) of the
<br />Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the
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