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<br />Agent/Registrar. By accepting the position and perfonning as such, each Paying Agent/Registrar shall be
<br />deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be
<br />delivered to each Paying AgentJRegistrar.
<br />
<br />(h) Book-EntIy Only Svstem. The Bonds issued in exchange for the Bonds initially issued to the
<br />purchaser specified herein shall be initially issued in the form of a separate single fully registered Bond for
<br />each of the maturities thereof. Upon initial issuance, the ownership of each such Bond shall be registered
<br />in the name of Cede & Co., as nominee of Depository Trust Company of New York ("DTC"), and except
<br />as provided in subsection (i) hereof, all of the outstanding Bonds shall be registered in the name of Cede &
<br />Co., as nominee of DTC.
<br />
<br />With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the Issuer and
<br />the Paying Agent/Registrar shall have no responsibility or obligation to any DTC Participant or to any person
<br />on behalf of whom such a DTC Participant holds an interest on the Bonds. Without limiting the immediately
<br />preceding sentence, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation with
<br />respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any
<br />ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a
<br />Bondholder, as shown on the Registration Books, of any notice with respect to the Bonds, including any notice
<br />of redemption. or (iii) the payment to any DTC Participant or any other person, other than a Bondholder, as
<br />shown in the Registration Books of any amoWlt with respect to principal of, premium, if any, or interest on.
<br />as the case may be, the Bonds. Notwithstanding any other provision of this Ordinance to the contrary, the
<br />Issuer and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each
<br />Bond is registered in the Registration Books as the absolute owner of such Bond for the purpose of payment
<br />of principal, premium, if any, and interest, as the case may be, with respect to such Bond, for the purpose of
<br />giving notices of redemption and other matters with respect to such Bond, for the purpose of registering
<br />transfers with respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall
<br />pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the respective
<br />owners, as shown in the Registration Books as provided in this Ordinance, or their respective attorneys duly
<br />authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the
<br />Issuer's obligations with respect to payment of principal of, premium, if any, and interest on. or as the case
<br />may be, the Bonds to the extent of the sum or sums so paid No person other than an owner, as shown in
<br />the Registration Books, shall receive a Bond 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. Upon
<br />delivery by DTC to the Paying AgentJRegistrar of written notice to the effect that DTC has determined to
<br />substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect
<br />to interest checks being mailed to the registered owner at the close of business on the Record Date, the word
<br />"Cede & Co." in this Ordinance shall refer to such new nominee ofDTC.
<br />
<br />(i) Successor Securities DeJlositoty: Transfers Outside Book-EntIy Only System In the event that
<br />the Issuer or the Paying AgentlRegistrar 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 />beneficial owners of the Bonds that they be able to obtain certificated Bonds, the Issuer or the Paying
<br />Agent/Registrar shall (i) appoint a successor securities depository, qualified to act as such under Section 17(a)
<br />of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the
<br />appointment of such successor securities depository and transfer one or more separate Bonds to such
<br />successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of
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