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other method) should resign or otherwise cease to act as such, the City covenants that promptly it <br />will appoint a competent and legally qualified bank, trust company, financial institution, or other <br />agency to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying <br />Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the <br />Registration Books (or a copy thereof), along with all other pertinent books and records relating <br />to the Notes, to the new Paying Agent/Registrar designated and appointed by the City. Upon any <br />change in the Paying Agent/Registrar, the City promptly will cause a written notice thereof to be <br />sent by the new Paying Agent/Registrar to each Registered Owner of the Notes, by United States <br />mail, first-class postage prepaid, which notice also shall give the address of the new Paying <br />Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar <br />shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this <br />Ordinance shall be delivered to each Paying Agent/Registrar. <br />(f) Except as provided below, no Note shall be valid or obligatory for any purpose or <br />be entitled to any security or benefit of this Ordinance unless and until there appears thereon the <br />Paying Agent/Registrar's Authentication Certificate 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 Paying <br />Agent/Registrar's Authentication Certificate on all of the Notes. In lieu of the executed Paying <br />Agent/Registrar's Authentication Certificate described above, the initial Note delivered on the <br />Delivery Date (as shown in the Form of Note) shall have attached thereto the Comptroller's <br />Registration Certificate substantially in the form provided in this Ordinance, executed by the <br />Comptroller or by his duly authorized agent in the manner prescribed by law, which certificate <br />shall be evidence that the initial Note has been duly approved by the Attorney General and that it <br />is a valid and binding obligation of the City, and has been registered by the Comptroller. <br />(g) Book -Entry -Only System. The Notes issued in exchange for the Note initially <br />issued to the Purchaser or its designee shall be initially issued in the form of a separate single fully <br />registered Note for each of the maturities thereof. Upon initial issuance, the ownership of each <br />such Note shall be registered in the name of Cede & Co., as nominee of The Depository Trust <br />Company, New York, New York ("DTC"), and except as provided in subsection (f) hereof, all of <br />the outstanding Notes shall be registered in the name of Cede & Co., as nominee of DTC. With <br />respect to Notes registered in the name of Cede & Co., as nominee of DTC, the City and the Paying <br />Agent/Registrar shall have no responsibility or obligation to any securities brokers and dealers, <br />banks, trust companies, clearing corporations and certain other organizations on whose behalf <br />DTC was created ("DTC Participant") to hold securities to facilitate the clearance and settlement <br />of securities transactions among DTC Participants or to any person on behalf of whom such a DTC <br />Participant holds an interest in the Notes. Without limiting the immediately preceding sentence, <br />the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to <br />(i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any <br />ownership interest in the Notes, (ii) the delivery to any DTC Participant or any other person, other <br />than a Registered Owner of Notes, as shown on the Registration Books, of any notice with respect <br />to the Notes, or (iii) the payment to any DTC Participant or any other person, other than a <br />Registered Owner of Notes, as shown in the Registration Books of any amount with respect to <br />principal of or interest on the Notes. Notwithstanding any other provision of this Ordinance to the <br />contrary, the City and the Paying Agent/Registrar shall be entitled to treat and consider the person <br />4 <br />