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company, financial institution, or other agency to act as Paying Agent/Registrar under this
<br />Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar
<br />promptly shall transfer and deliver the Registration Books (or a copy thereo fl, along with all other
<br />pertinent books and records relating to the Bonds, to the new Paying Agent/Registrar designated and
<br />appointed by the Issuer. Upon any change in the Paying Agent/Registrar, the Issuer promptly will
<br />cause a written notice thereof to be sent by the new Paying Agent/Kegistrar to each registered owner
<br />of the Bonds, by United States mail, first-class postage prepaid, which notice also shall give the
<br />address of the new Paying AgentlRegistrar. By accepting the position and performing as such, each
<br />Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a
<br />certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar.
<br />(h) Book-Entrv Only Ss~. The Bonds issued in exchange for the Bonds initially issued
<br />to the purchaser specified herein shall be initially issued in the form of a separate single fully
<br />registered Bond for each of the maturities thereo£ Upon initial issuance, the ownership of each such
<br />Bond shall be registered in the name of Cede & Co., as nominee of Depository Trust Company of
<br />New York ("DTC"), and except as provided in subsection ( fl hereof, all of the outstanding Bonds
<br />shall be registered in the name of Cede & Co., as nominee of DTC.
<br />With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the Issuer
<br />and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC Participant or
<br />to any person on behalf of whom such a DTC Participant holds an interest on the Bonds. Without
<br />limiting the immediately preceding sentence, the Issuer and the Paying Agent/Registrar shall have
<br />no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co.
<br />ar any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any
<br />DTC Participant or any other person, other than a Bondholder, as shown on the Registration Books,
<br />of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to
<br />any DTC Participant or any other person, other than a Bondholder, as shown in the Registration
<br />Books of any amount with respect to principal of, premium, if any, or interest on, as the case may
<br />be, the Bonds. Notwithstanding any other provision of this Ordinance to the contrary, the Issuer and
<br />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
<br />payment of principal, premium, if any, and interest, as the case may be, with respect to such Bond,
<br />for the purpose of giving notices of redemption and other matters with respect to such Bond, for the
<br />purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever.
<br />The Paying AgentlRegistrar shall pay all principal of, premium, if any, and interest on the Bonds
<br />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
<br />shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to
<br />payment of principal of, premium, if any, and interest on, or as the case may be, the Bonds to the
<br />extent of the sum or sums so paid. No person other than an owner, as shown in the Registration
<br />Books, shall receive a Bond certificate evidencing the obligation of the Issuer to make payments of
<br />principal, premium, if any, and interest, as the case may be, pursuant to this Ordinance. Upon
<br />delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has
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