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<br /> wise cease to act as such, the Issuer covenants that promptly it will appoint a competent and
<br /> legally qualified bank, trust company, financial institution, or other agency to act as Paying
<br /> Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the
<br /> previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or
<br /> a copy thereo fl, along with all other pertinent books and records relating to the Bonds, to the new
<br /> Paying Agent/Registrar designated and appointed by the Issuer. Upon any change in the Paying
<br /> Agent/Registrar, the Issuer promptly will cause a written notice thereof to be sent by the new
<br /> Paying Agent/Registrar to each registered owner of the Bonds, by United States mail, first-class
<br /> postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By
<br /> accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to
<br /> have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be
<br /> delivered to each Paying Agent/Registrar.
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<br /> (h) Book-Entrv Only S, sem. 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 thereof. Upon initial issuance, the ownership of each
<br /> such Bond may be registered in the name of Cede & Co., as nominee of Depository Trust
<br /> Company of New York ("DTC and except as provided in subsection (f) hereof, all of the
<br /> outstanding Bonds may be registered in the name of Cede & Co., as nominee of DTC.
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<br /> With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the
<br /> Issuer and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC
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<br /> Participant or to any person on behalf of whom such a DTC Participant holds an interest on the
<br /> Bonds. Without limiting the immediately preceding sentence, the Issuer and the Paying
<br /> Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the
<br /> records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in
<br /> the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a Bondholder,
<br /> 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
<br /> Bondholder, as shown in the Registration Books of any amount with respect to principal of,
<br /> premium, if any, or interest on, as the case may be, the Bonds. Notwithstanding any other
<br /> provision of this Ordinance to the contrary, the Issuer and the Paying Agent/Registrar shall be
<br /> entitled to treat and consider the person in whose name each Bond is registered in the Registration
<br /> Books as the absolute owner of such Bond for the purpose of payment of principal, premium, if
<br /> any, and interest, as the case may be, with respect to such Bond, for the purpose of giving notices
<br /> of redemption and other matters with respect to such Bond, for the purpose of registering transfers
<br /> with respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar
<br /> shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order
<br /> of the respective owners, as shown in the Registration Books as provided in this Ordinance, or
<br /> their respective attorneys duly authorized in writing, and all such payments shall be valid and
<br /> effective to fully satisfy and discharge the Issuer's obligations with respect to payment of principal
<br /> of, premium, if any, and interest on, or as the case may be, the Bonds to the extent of the sum
<br /> or sums so paid. No person other than an owner, as shown in the Registration Books, shall
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