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of and interest on the Certificates shall be payable, and (viii) shall be administered and the Paying <br />Agent/Registrar and the City 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 <br />FORM OF CERTIFICATE set forth in this Ordinance. The Certificate initially issued and <br />delivered pursuant to this Ordinance is not required to be, and shall not be, authenticated by the <br />Paying Agent/Registrar, but on each substitute Certificate issued in conversion of and exchange <br />for any Certificate or Certificates issued under this Ordinance the Paying Agent/Registrar shall <br />execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form <br />set forth in the FORM OF CERTIFICATE. <br />(e) The City covenants with the registered owners of the Certificates that at all times <br />while the Certificates are outstanding the City will provide a competent and legally qualified bank, <br />trust company, financial institution, or other entity to act as and perform the services of Paying <br />Agent/Registrar for the Certificates under this Ordinance, and that the Paying Agent/Registrar will <br />be one entity. The City reserves the right to, and may, at its option, change the Paying <br />Agent/Registrar upon not less than 120 days written notice to the Paying Agent/Registrar, to be <br />effective not later than 60 days prior to the next principal or interest payment date after such notice. <br />In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, <br />acquisition, or other method) should resign or otherwise cease to act as such, the City covenants <br />that promptly it will appoint a competent and legally qualified bank, trust company, financial <br />institution, or other agency to act as Paying Agent/Registrar under this Ordinance. Upon any <br />change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer <br />and deliver the Registration Books (or a copy thereof), along with all other pertinent books and <br />records relating to the Certificates, to the new Paying Agent/Registrar designated and appointed <br />by the City. Upon any change in the Paying Agent/Registrar, the City promptly will cause a written <br />notice thereof to be sent by the new Paying Agent/Registrar to each Registered Owner of the <br />Certificates, 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. <br />(f) Except as provided below, no Certificate shall be valid or obligatory for any <br />purpose or be entitled to any security or benefit of this Ordinance unless and until there appears <br />thereon the Certificate of Paying Agent/Registrar substantially in the form provided in this <br />Ordinance, duly authenticated by manual execution of the Paying Agent/Registrar. It shall not be <br />required that the same authorized representative of the Paying Agent/Registrar sign the Certificate <br />of Paying Agent/Registrar on all of the Certificates. In lieu of the executed Certificate of Paying <br />Agent/Registrar described above, the initial Certificate delivered on the Delivery Date (as shown <br />in the FORM OF CERTIFICATE) shall have attached thereto the Comptroller's Registration <br />Certificate substantially in the form provided in this Ordinance, manually executed by the <br />Comptroller or by his duly authorized agent, which certificate shall be evidence that the initial <br />Certificate has been duly approved by the Attorney General and that it is a valid and binding <br />obligation of the City, and has been registered by the Comptroller. <br />(g) Book-Entry-OnlSystem. The Certificates issued in exchange for the Certificate <br />initially issued to the Purchaser or its designee 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 <br />4 <br />