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