Ord 2016-018/authorizing the issuance and sale of $38,000,000 City of San Marcos, Texas, Combination Tax And Revenue Certificates of Obligation, Series 2016

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that the Initial Certificate has been duly approved by the Attorney General of the State of Texas and that it is a valid and binding obligation of the City, and has been registered by the Comptroller of Public Accounts of the State of Texas. (d) On the Closing Date, one Initial Certificate representing the entire principal amount of the Certificates, payable in stated installments to the Purchaser or its designee, executed by manual or facsimile signature of the Mayor and City Clerk of the City, approved by the Attorney General of Texas, and registered and manually signed by the Comptroller of Public Accounts of the State of Texas, will be delivered to the Purchaser or its designee. Upon payment for the hlitial Certificate, the Paying Agent /Registrar shall cancel the Initial Certificate and deliver to DTC on behalf of the Purchaser one registered definitive Certificate for each year of maturity of the Certificates in the aggregate principal amount of all Certificates for such maturity, registered in the name of Cede & Co., as nominee for DTC. To the extent that the Paying Agent /Registrar is eligible to participate in DTC's FAST System, pursuant to an agreement between the Paying Agent /Registrar and DTC, the Paying Agent /Registrar shall hold the definitive Certificates in safekeeping for DTC. Section 3.05. Ownership. (a) The City, the Paying Agent /Registrar and any other person may treat the person in whose name any Certificate is registered as the absolute owner of such Certificate for the purpose of making and receiving payment of the principal thereof and premium, if any, thereon, for the further purpose of making and receiving payment of the interest thereon (subject to the provisions herein that interest is to be paid to the person in whose name the Certificate is registered on the Record Date or Special Record Date, as applicable), and for all other purposes, whether or not such Certificate is overdue, and neither the City nor the Paying Agent /Registrar shall be bound by any notice or knowledge to the contrary. (b) All payments made to the person deemed to be the Owner of any Certificate in accordance with this Section shall be valid and effectual and shall discharge the liability of the City and the Paying Agent /Registrar upon such Certificate to the extent of the sums paid. Section 3.06. Registration, Transfer and Exchange. (a) So long as any Certificates remain outstanding, the City shall cause the Paying Agent /Registrar to keep at the Designated Payment /Transfer Office a register (the "Register ") in which, subject to such reasonable regulations as it may prescribe, the Paying Agent /Registrar shall provide for the registration and transfer of Certificates in accordance with this Ordinance. (b) Registration of any Certificate may be transferred in the Register only upon the presentation and surrender thereof at the Designated Payment /Transfer Office for transfer of registration and cancellation, together with proper written instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent /Registrar, evidencing assignment of the Certificates, or any portion thereof in any integral multiple of $5,000, to the assignee or assignees thereof, and the right of such assignee or assignees thereof to have the Certificate or any portion thereof registered in the name of such assignee or assignees. No transfer of any Certificate shall be effective until entered in the Register. Upon assignment and transfer of any Certificate or portion San Marcos CTRCO 2016: Ordinance 9