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<br /> or the United States of America or other entity duly qualified and legally authorized to act as
<br /> Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar,
<br /> the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books
<br /> (or a copy thereo fl, along with all other pertinent books and records relating to the Certificates
<br /> of Obligation, to the new Paying Agent/Registrar designated and appointed by the Issuer. Upon
<br /> any change in the Paying Agent/Registrar, the Issuer promptly will cause a written notice thereof
<br /> to be sent by the new Paying Agent/Registrar to each registered owner of the Certificates of
<br /> Obligation, by United States mail, first-class postage prepaid, which notice also shall give the
<br /> address of the new Paying Agent/ Registrar. By accepting the position and performing as such,
<br /> each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance,
<br /> and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar.
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<br /> (h) Book-Entrv Onl,y S, sem. The Certificates of Obligation issued in exchange for the
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<br /> Certificates of Obligation initially issued to the purchaser specified herein shall be initially issued
<br /> in the form of a sepazate single fully registered Certificate of Obligation for each of the maturities
<br /> thereof. Upon initial issuance, the ownership of each such Certificate of Obligation shall be
<br /> registered in the name of Cede & Co., as nominee of Depository Trust Company of New York
<br /> ("DTC"), 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 of DTC.
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<br /> With respect to Certificates of Obligation registered in the name of Cede & Co., as
<br /> nominee of DTC, the Issuer and the Paying Agent/Registrar shall have no responsibility or
<br /> obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant
<br /> holds an interest on the Certificates of Obligation. Without limiting the immediately preceding
<br /> 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
<br /> respect to any ownership interest in the Certificates of Obligation, (ii) the delivery to any DTC
<br /> Participant or any other person, other than a Certificate of Obligation holder, as shown on the
<br /> Registration Books, of any notice with respect to the Certificates of Obligation, including any
<br /> notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than
<br /> a Certificate of Obligation holder, as shown in the Registration Books of any amount with respect
<br /> to principal of, premium, if any, or interest on, as the case may be, the Certificates of Obligation.
<br /> Notwithstanding any other provision of this Ordinance to the contrary, the Issuer and the Paying
<br /> Agent/Registrar shall be entitled to treat and consider the person in whose name each Certificate
<br /> of Obligation is registered in the Registration Books as the absolute owner of such Certificate of
<br /> Obligation for the purpose of payment of principal, premium, if any, and interest, as the case may
<br /> be, with respect to such Certificate of Obligation, for the purpose of giving notices of redemption
<br /> and other matters with respect to such Certificate of Obligation, for the purpose of registering
<br /> 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
<br /> Certificates of Obligation only to or upon the order of the respective owners, as shown in the
<br /> Registration Books as provided in this Ordinance, or their respective attorneys duly authorized
<br /> in writing, and all such payments shall be valid and effective to fully satisfy and discharge the
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