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provided in Section 3.11 hereof, all of the outstanding Bonds shall be registered in the name of <br />Cede & Co., as nominee of DTC. <br />(b) With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, <br />the City and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC <br />Participant or to any person on behalf of whom such a DTC Participant holds an interest in the <br />Bonds, except as provided in this Ordinance. 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 <br />respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any <br />other person, other than an Owner, as shown on the Register, of any notice with respect to the <br />Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any <br />other person, other than an Owner, as shown in the Register of any amount with respect to <br />principal of, premium, if any, or interest on the Bonds. Notwithstanding any other provision of <br />this Ordinance to the contrary, the City and the Paying Agent/Registrar shall be entitled to treat <br />and consider the person in whose name each Bond is registered in the Register as the absolute <br />Owner of such Bond for the purpose of payment of principal of, premium, if any, and interest on <br />the Bonds, for the purpose of giving notices of redemption and other matters with respect to such <br />Bond, for the purpose of registering transfer with respect to such Bond, and for all other purposes <br />whatsoever. The Paying Agent/Registrar shall pay all principal of, premium, if any, and interest <br />on the Bonds only to or upon the order of the respective Owners, as shown in the Register as <br />provided in this Ordinance, or their respective attorneys duly authorized in writing, and all such <br />payments shall be valid and effective to fully satisfy and discharge the City's obligations with <br />respect to payment of, premium, if any, and interest on the Bonds to the extent of the sum or <br />sums so paid. No person other than an Owner, as shown in the register, shall receive a Bond <br />certificate evidencing the obligation of the City to make payments of amounts due pursuant to <br />this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the <br />effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject <br />to the provisions in this Ordinance with respect to interest checks or drafts being mailed to the <br />registered Owner at the close of business on the Record Date, the term "Cede & Co." in this <br />Ordinance shall refer to such new nominee of DTC. <br />(c) The previous execution and delivery of the Blanket Letter of Representation with <br />respect to obligations of the City is hereby ratified and confirmed; and the provisions thereof <br />shall be fully applicable to the Bonds. <br />Section 3.10. Successor Securities Depository; Transfer Outside Book -Entry -Only <br />System. <br />In the event that the City determines to discontinue the book -entry -only system through <br />DTC or a successor or DTC determines to discontinue providing its services with respect to the <br />Bonds, and only after providing notice of such action to the TWDB so long as it is holder of any <br />Bonds, the City shall either (i) appoint a successor securities depository, qualified to act as such <br />under Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and <br />13 <br />SANMARCOS/W W W SRev2017B: Ordinance <br />