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Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified <br />copy of this Ordinance shall be delivered to each Paying Agent/Registrar. <br />(e) Authentication. Except as provided below, no Bond 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 AgentlRegistrar 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 Bonds. In lieu of the executed Certificate of Paying <br />Agent/Registrar described above, the Initial Bond delivered on the closing date shall have attached <br />thereto the Comptroller's Registration Certificate substantially in the form provided in this <br />Ordinance, manually executed by the Comptroller of Public Accounts of the State of Texas or by <br />his duly authorized agent, which certificate shall be evidence that the Initial Bond has been duly <br />approved by the Attorney General of the State of Texas and that it is a valid and binding obligation <br />of the Issuer, and has been registered by the Comptroller. <br />(f) Book-Entrv Only Svstem. The Bonds issued in exchange for the Bond initially issued <br />to the initial purchaser specified herein shall be initially issued in the form of a separate single fully <br />registered Bond for each ofthe maturities thereof. Upon initial issuance, the ownership of each such <br />Bond shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company, <br />New York, New York ("DTC"), and except as provided in subsection (f) hereof, all of the <br />outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC. <br />With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the Issuer <br />and the Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers <br />and dealers, banks, trust companies, clearing corporations and certain other organizations on whose <br />behalf DTC was created ('DTC Participant") to hold securities to facilitate the clearance and <br />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 Bonds. Without limiting the immediately preceding <br />sentence, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation with <br />respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect <br />to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, <br />other than a Registered Owner of Bonds, as shown on the Registration Books, of any notice with <br />respect to the Bonds, or (iii) the payment to any DTC Participant or any other person, other than a <br />Registered Owner of Bonds, as shown in the Registration Books of any amount with respect to <br />principal of or interest on the Bonds. Notwithstanding any other provision of this Ordinance to the <br />contrary, the Issuer and the Paying Agent/Registrar shall be entitled to treat and consider the person <br />in whose name each Bond is registered in the Registration Books as the absolute owner of such <br />Bond for the purpose of payment of principal and interest with respect to such Bond, for the purpose <br />of registering transfers with respect to such Bond, and for all other purposes whatsoever. The <br />Paying Agent/Registrar shall pay all principal of and interest on the Bonds only to or upon the order <br />ofthe Registered Owners, as shown in the Registration Books as provided in this Ordinance, or their <br />respective attorneys duly authorized in writing, and all such payments shall be valid and effective <br />to fully satisfy and discharge the Issuer's obligations with respect to payment of principal of and <br />interest on the Bonds to the extent of the sum or sums so paid. No person other than a Registered <br />Owner, as shown in the Registration Books, shall receive a Bond evidencing the obligation of the <br />Issuer to make payments of principal and interest pursuant to this Ordinance. Upon delivery by <br />- " 0 L L1 ~w 6 <br />