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(c) In General. The Certificates (i) shall be issued in fully registered form, without interest <br />coupons, with the principal of and interest on such Certificates to be payable only to the Registered <br />Owners thereof, (ii) may be redeemed prior to their scheduled maturities (notice of which shall be <br />given to the Paying Agent/Registrar by the Issuer at least 50 days prior to any such redemption date), <br />(iii) may be converted and exchanged for other Certificates, (iv) may be transferred and assigned, <br />(v) shall have the characteristics, (vi) shall be signed, sealed, executed and authenticated, (vii) the <br />principal of and interest on the Certificates shall be payable, and (viii) shall be administered and the <br />Paying Agent/Registrar and the Issuer shall have certain duties and responsibilities with respect to the <br />Certificates, all as provided, and in the manner and to the effect as required or indicated, in the FORM <br />OF CERTIFICATE set forth in this Ordinance. The Certificate initially issued and delivered pursuant <br />to this Ordinance is not required to be, and shall not be, authenticated by the Paying Agent/Registrar, <br />but on each substitute Certificate issued in conversion of and exchange for any Certificate or <br />Certificates issued under this Ordinance the Paying Agent/Registrar shall execute the PAYING <br />AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form set forth in the FORM <br />OF CERTIFICATE. <br />(d) Book-Entry Only S_ sy tem. The Certificates issued in exchange for the Certificate <br />initially issued to the initial purchaser specified herein shall be initially issued in the form of a separate <br />single fully registered Certificate for each of the maturities thereof. Upon initial issuance, the <br />ownership of each such Certificate shall be registered in the name of Cede & Co., as nominee of The <br />Depository Trust Company, New York, New York ('DTC"), and except as provided in subsection <br />(� hereof, all of the outstanding Certificates shall be registered in the name of Cede & Co., as <br />nominee of DTC. <br />With respect to Certificates 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 securities <br />brokers and dealers, banks, trust companies, clearing corporations and certain other organizations <br />on whose behalf DTC was created ("DTC Participant") to hold securities to facilitate the clearance <br />and settlement of securities transactions among DTC Participants or to any person on behalf of whom <br />such a DTC Participant holds an interest in the Certificates. Without limiting the immediately <br />preceding sentence, the Issuer and the Paying Agent/Registrar shall have no responsibility or <br />obligation with respect to (i) the accuracy ofthe records ofDTC, Cede & Co. or any DTC Participant <br />with respect to any ownership interest in the Certificates, (ii) the delivery to any DTC Participant or <br />any other person, other than a Registered Owner of Certificates, as shown on the Registration Books, <br />of any notice with respect to the Certificates, or (iii) the payment to any DTC Participant or any other <br />person, other than a Registered Owner of Certificates, as shown in the Registration Books of any <br />amount with respect to principal of or interest on the Certificates. Notwithstanding any other <br />provision ofthis Ordinance to the contrary, the Issuer and the Paying Agent/Registrar shall be entitled <br />to treat and consider the person in whose name each Certificate is registered in the Registration <br />Books as the absolute owner of such Certificate for the purpose of payment of principal and interest <br />with respect to such Certificate, for the purpose of registering transfers with respect to such <br />Certificate, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal <br />of and interest on the Certificates only to or upon the order of the Registered Owners, as shown in <br />the Registration Books as provided in this Ordinance, or their respective attorneys duly authorized <br />4 <br />