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promptly it will appoint a competent and legally qualified bank, trust company, financial institution, <br />or other entity 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 to <br />the Bonds, to the new Paying Agent /Registrar designated and appointed by the Issuer. Upon any <br />change in the Paying Agent /Registrar, the Issuer promptly will cause a written notice thereof to be sent <br />by the new Paying Agent /Registrar to each Registered Owner of the Bonds, by United States mail, <br />first -class postage prepaid, which notice also shall give the address ofthe new Paying Agent /Registrar. <br />By accepting the position and performing as such, each Paying Agent /Registrar shall be deemed to <br />have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be <br />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 Agent /Registrar substantially in the form provided in this Ordinance, <br />duly authenticated by manual execution of the Paying Agent /Registrar. It shall not be required that <br />the same authorized representative of the Paying Agent /Registrar sign the Certificate of Paying <br />Agent /Registrar on all of the Bonds. In lieu of the executed Certificate of Paying Agent /Registrar <br />described above, the Initial Bond delivered on the closing date shall have attached thereto the <br />Comptroller's Registration Certificate substantially in the form provided in this Ordinance, manually <br />executed by the Comptroller of Public Accounts of the State of Texas or by his duly authorized agent, <br />which certificate shall be evidence that the Initial Bond has been duly approved by the Attorney <br />General of the State of Texas and that it is a valid and binding obligation of the Issuer, and has been <br />registered by the Comptroller. <br />(f) Book -Entry Only System. The Bonds issued in exchange for the Bond initially issued to <br />the initial purchaser specified herein shall be initially issued in the form of a separate single fully <br />registered Bond for each of the 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 outstanding <br />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 and <br />dealers, 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 of <br />securities transactions among DTC Participants or to any person on behalf of whom such a DTC <br />Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the <br />Issuer and the Paying Agent /Registrar shall have no responsibility or obligation with respect to (1) the <br />accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership <br />interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a <br />Registered Owner of Bonds, as shown on the Registration Books, of any notice with respect to the <br />Bonds, or (iii) the payment to any DTC Participant or any other person, other than a Registered Owner <br />of Bonds, as shown in the Registration Books of any amount with respect to principal of or interest <br />on the Bonds. Notwithstanding any other provision of this Ordinance to the contrary, the Issuer and <br />the Paying Agent /Registrar shall be entitled to treat and consider the person in whose name each Bond <br />is registered in the Registration Books as the absolute owner of such Bond for the purpose ofpayment <br />ofprincipal and interest with respect to such Bond, for the purpose ofregistering transfers with respect <br />