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<br />Section 5.08. Depository Trust Company Services. It is hereby represented and warranted that, in the
<br />event the Securities are otherwise qualified and accepted for "Depository Trust Company" services or equivalent
<br />depository trust services by other organizations, the Bank has the capability and, to the extent within its control,
<br />will comply with the "Operational Arrangements," effective August I, 1987, which establishes requirements for
<br />securities to be eligible for such type depository trust services, including, but not limited to, requirements for the
<br />timeliness of payments and funds availability, transfer turnaround time, and notification of redemptions and calls.
<br />
<br />ARTICLE VI. MISCELLANEOUS ,PROVISIONS
<br />
<br />Section 6.01. Amendment. This Agreement may be amended only by an agreement in writing signed
<br />by both of the parties hereto.
<br />
<br />Section 6.02. Assie:nment. This Agreement may not be assigned by either party without the prior written
<br />consent of the other.
<br />
<br />Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent, waiver, or other
<br />document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or
<br />delivered to the Issiler or the Bank, respectively, at the addresses shown on the signature page of this Agreement.
<br />
<br />Section 6.04. Effect of Headine:s. The Article and Section headings herein are for convenience only and
<br />shall not affect the construction hereof.
<br />
<br />Section 6.05. Successors and Assie:ns. All covenants and agreements herein by the Issuer shall bind its
<br />successors and assigns, whether so expressed or not.
<br />
<br />Section 6.06. Severabilitv: In case any provision herein shall be invalid, illegal, or unenforceable, the
<br />validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired
<br />thereby.
<br />
<br />Section 6.07. Benefits of Ae:reement. Nothing herein, express or implied, shall give to any Person, other
<br />than the parties hereto and their successors bereunder, any benefit or any legal or equitable right, remedy, or claim
<br />hereunder.
<br />
<br />Section 6.08. Entire Ae:reement. This Agreement and the Ordinance constitute the entire agreement
<br />between the parties hereto relative to the Bank acting as Paying AgentlRegistrar and if any conflict exists between
<br />this Agreement and the Ordinance, the Ordinance shall govern.
<br />
<br />Section 6.09. Counterparts. This Agreement may be executed in any number of counterparts, each of
<br />which shall be deemed an originl!1 and all of which shall constitute one and the same Agreement.
<br />
<br />Section 6.10. Termination. This Agreement will terminate (i) on the date of final payment of the
<br />principal of and interest on the Securities to the Holders thereof or (ii) may be earlier terminated by either party
<br />upon 60 days written notice; provided, however, an early termination of this Agreement by either party shall not
<br />be effective until (a) a successor Paying AgentlRegistrar has been appointed by the Issuer and such appointment
<br />accepted and (b) notice has been given to the Holders of the Securities of the appointment of a successor Paying
<br />AgentlRegistrar. Furthermore, the Bank and Issuer mutually agree that the effective date of an early termination
<br />of this Agreement shall not occur at any time which would disrupt, delay, or otherwise adversely affect the
<br />payment of the Securities.
<br />
<br />Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver the
<br />Security Register (or a copy thereot), together with other pertinent books and records relating to the Securities,
<br />to the successor Paying AgentlRegistrar designated and appointed by the Issuer.
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<br />A-7
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