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(b) 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 DTC Participant
<br />or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds, except
<br />as provided in this Ordinance. Without limiting the immediately preceding sentence, the City and the
<br />Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of
<br />the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in
<br />the Bonds, (ii) the delivery to any DTC Participant or any other person, other than an Owner, as
<br />shown on the Register, of any notice with respect to the Bonds, including any notice of redemption,
<br />or (iii) the payment to any DTC Participant or any other person, other than an Owner, as shown in
<br />the Register of any amount with respect to principal of, premium, if any, or interest on the Bonds.
<br />Notwithstanding any other provision of this Ordinance to the contrary, the City and the Paying
<br />Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is
<br />registered in the Register as the absolute Owner of such Bond for the purpose of payment of principal
<br />of, premium, if any, and interest on the Bonds, for the purpose of giving notices of redemption and
<br />other matters with respect to such Bond, for the purpose of registering transfer with respect to such
<br />Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of,
<br />premium, if any, and interest on the Bonds only to or upon the order of the respective Owners, as
<br />shown in the Register as provided in this Ordinance, or their respective attorneys duly authorized in
<br />writing, and all such payments shall be valid and effective to fully satisfy and discharge the City's
<br />obligations with respect to payment of, premium, if any, and interest on the Bonds to the extent of
<br />the sum or sums so paid. No person other than an Owner, as shown in the register, shall receive a
<br />Bond evidencing the obligation of the City to make payments of amounts due pursuant to this
<br />Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that
<br />DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the
<br />provisions in this Ordinance with respect to interest checks or drafts being mailed to the registered
<br />Owner at the close of business on the Record Date, the word "Cede & Co." in this Ordinance shall
<br />refer to such new nominee of DTC.
<br />(c) The execution and delivery of the Representation Letter is hereby ratified and
<br />confirmed; and the provisions thereof shall be fully applicable to the Bonds.
<br />Section 3.10. Successor Securities Deposito!y Transfer Outside Book-Entry-Only System.
<br />In the event that the City or the Paying Agent/Registrar determines that DTC is incapable of
<br />discharging its responsibilities described herein and in the Representation Letter, and that it is in the
<br />best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, or
<br />in the event DTC discontinues the services described herein, the City or the Paying Agent/Registrar
<br />shall (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the
<br />Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants, as identified
<br />by DTC, of the appointment of such successor securities depository and transfer one or more separate
<br />Bonds to such successor securities depository or (ii) notify DTC and DTC Participants, as identified
<br />by DTC, of the availability through DTC of Bonds and transfer one or more separate Bonds to DTC
<br />Participants having Bonds credited to their DTC accounts, as identified by DTC. In such event, the
<br />Bonds shall no longer be restricted to being registered in the Register in the name of Cede & Co., as
<br />nominee of DTC, but may be registered in the name of the successor securities depository, or its
<br />San Marcos Tax & Rev Rfdg 2009 Ordinance 13
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