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as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should <br />resign or otherwise cease to act as such, the City covenants that promptly it will appoint a <br />competent and legally qualified bank, trust company, financial institution, or other agency to act <br />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 />Register (or a copy thereof), along with all other pertinent Bonds and records relating to the <br />Bonds, 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 Bonds, 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 />(e) Book-Entry-OnlySystem. The Bonds issued in exchange for the Bonds initially <br />issued as provided in Section 6(i) shall be issued in the form of a separate single fully registered <br />Bond for each of the maturities thereof registered in the name of Cede & Co., as nominee of the <br />Depository Trust Company of New York ('DTC") and except as provided in subsection (f) <br />hereof, all of the outstanding Bonds shall be registered in the name of Cede & Co., as nominee of <br />DTC. <br />With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the <br />City and the Paying Agent/Registrar shall have no responsibility or obligation to any securities <br />brokers and dealers, banks, trust companies, clearing corporations and certain other organizations <br />on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of <br />securities transactions among DTC participants (the 'DTC Participant") or to any person on <br />behalf of whom such a DTC Participant holds an interest in the Bonds. Without limiting the <br />immediately preceding sentence, the City and the Paying Agent/Registrar shall have no <br />responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede&Co. Or <br />any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any <br />DTC Participant or any other person, other than a Registered Owner, as shown on the <br />Registration Books, of any notice with respect to the Bonds, or (iii) the payment to any DTC <br />Participant or any person, other than a Registered Owner, as shown in the Registration Books of <br />any amount with respect to principal of or interest on the Bonds. Notwithstanding any other <br />provision of this Ordinance to the contrary, but to the extent permitted by law, the City and the <br />Paying Agent/Registrar shall be entitled to treat and consider the person whose name each Bond <br />is registered in the registration Books as the absolute owner of such Bond for the purpose of <br />payment of principal of and interest, with respect to such Bond, for the purposes of registering <br />transfers with respect to such Bond, and for all other purposes of registering transfers with <br />respect to such Bonds, and for all other purposes whatsoever. The Paying Agent/Registrar shall <br />pay all principal of and interest on the Bonds only to or upon the order of the respective <br />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 <br />8 <br />