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promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each <br />Registered Owner of the Bonds, by United States mail, first-class postage prepaid, which notice also <br />shall give the address of the new Paying Agent/Registrar. By accepting the position and performing <br />as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this <br />Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. <br />(e) Book -Entry -Only System. The Bonds issued in exchange for the Bonds initially issued <br />as provided in Section 6(i) shall be issued in the form of a separate single fully registered Bond for <br />each of the maturities thereof registered in the name of Cede & Co., as nominee of the Depository <br />Trust Company of 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 City <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 to hold securities to facilitate the clearance and settlement of securities <br />transactions among DTC participants (the "DTC Participant") 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 City 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, as shown on the Registration Books, of any notice with respect to <br />the Bonds, or (iii) the payment to any DTC Participant or any person, other than a Registered Owner, <br />as shown in the Registration Books of any amount with respect to principal of or interest on the <br />Bonds. Notwithstanding any other provision of this Ordinance to the contrary, but to the extent <br />permitted by law, the City and the Paying Agent/Registrar shall be entitled to treat and consider the <br />person 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 of and interest, with respect to such Bond, for the <br />purposes of registering transfers with respect to such Bond, and for all other purposes of registering <br />transfers with respect to such Bonds, and for all other purposes whatsoever. The Paying <br />Agent/Registrar shall pay all principal of and interest on the Bonds only to or upon the order of the <br />respective Registered Owners, as shown in the Registration Books as provided in this Ordinance, <br />or their respective attorneys duly authorized in writing, and all such payments shall be valid and <br />effective to fully satisfy and discharge the City's obligations with respect to payment of principal of <br />and interest on the Bonds to the extent of the sum or sums so paid. No person other than a <br />Registered Owner, as shown in the Registration Books, shall receive a Bond evidencing the <br />obligation of the City to make payments of principal, and interest pursuant to this Ordinance. Upon <br />delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has <br />determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this <br />Ordinance with respect to interest checks being mailed to the registered owner at the close of <br />business on the Record Date the word "Cede & Co." in this Ordinance shall refer to such new <br />nominee of DTC. <br />San Marcos GORB - Delegated: Ordinance 8 <br />