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Registrar and the Paying Agent shall have no responsibility or obligation with respect to (A) the
<br />accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership
<br />interest on the Bonds, (B) the delivery to any Participant or any other Person other than a
<br />Bondholder, as shown in the registration books kept by the Registrar, of any notice with respect to
<br />the Bonds, including any notice of redemption, or (C) the payment to any Participant or any other
<br />Person, other than a Bondholder, as shown in the registration books kept by the Registrar, of any
<br />amount with respect to principal of, redemption premium, if any, or interest on the Bonds. The
<br />Issuer, the Registrar and the Paying Agent shall treat and consider the Person in whose name each
<br />Bond is registered in the registration books kept by the Registrar as the Holder and absolute owner
<br />of such Bond for the purpose of payment of principal, redemption premium, if any, and interest
<br />with respect to such Bond, for the purpose of giving notices of redemption and other matters with
<br />respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for
<br />all other purposes whatsoever. The Paying Agent shall pay all principal of, redemption premium,
<br />if any, and interest on the Bonds only to or upon the order of the respective Holders, as shown in
<br />the registration books kept by the Registrar, or their respective attorneys duly authorized in writing,
<br />as provided herein and all such payments shall be valid and effective to fully satisfy and discharge
<br />the Issuer's obligations with respect to payment of principal, redemption premium, if any, and
<br />interest on the Bonds to the extent of the sum or sums so paid. No Person other than a Holder, as
<br />shown in the registration books kept by the Registrar, shall receive a certificated Bond evidencing
<br />the obligation of the Issuer to make payments of principal, redemption premium, if any, and
<br />interest pursuant to the provisions of this Resolution. Upon delivery by DTC to the Issuer of
<br />written notice to the effect that DTC has determined to substitute a new nominee in place of Cede
<br />& Co., and subject to the provisions in Section 2.07 with respect to transfers during the 15 days
<br />next preceding an Interest Date or mailing of notice of redemption, the words "Cede & Co." shall
<br />refer to such new nominee of DTC; and upon receipt of such notice, the Issuer shall promptly
<br />deliver a copy of the same to the Registrar and the Paying Agent.
<br />Upon (A) receipt by the Issuer of written notice from DTC (i) to the effect that a
<br />continuation of the requirement that all of the Outstanding Bonds be registered in the registration
<br />books kept by the Registrar in the name of Cede & Co., as nominee of DTC, is not in the best
<br />interest of the beneficial owners of the Bonds or (ii) to the effect that DTC is unable or unwilling
<br />to discharge its responsibilities and no substitute depository willing to undertake the functions of
<br />DTC hereunder can be found which is willing and able to undertake such functions upon
<br />reasonable and customary terms, or (B) determination by the Issuer that such book -entry only
<br />system is burdensome or undesirable to the Issuer and compliance by the Issuer of all applicable
<br />policies and procedures of DTC regarding discontinuance of the book entry registration system,
<br />the Bonds shall no longer be restricted to being registered in the registration books kept by the
<br />Registrar in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name
<br />or names Holders shall designate, in accordance with the provisions of this Resolution. In such
<br />event, the Issuer shall issue, and the Registrar shall authenticate, transfer and exchange the Bonds
<br />of like principal amount, interest rate and maturity, in denominations of $5,000 or any integral
<br />multiple thereof to the Holders thereof. The foregoing notwithstanding, until such time as
<br />participation in the book -entry only system is discontinued, the provisions set forth in the Blanket
<br />Letter of Representations to be executed by the Issuer and delivered to DTC shall apply to the
<br />payment of principal of, redemption premium, if any, and interest on the Bonds. The Board hereby
<br />authorizes any Authorized Issuer Officer to execute and deliver a Blanket Letter of Representations
<br />to DTC.
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