|
(b) With respect to Certificates registered in the name of Cede & Co., as nominee of
<br /> DTC,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 /> Certificates, 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 respect
<br /> to any ownership interest in the Certificates, (ii) the delivery to any DTC Participant or any other
<br /> person,other than an Owner,as shown on the Register,of any notice with respect to the Certificates,
<br /> including any notice of redemption,or(iii)the payment to any DTC Participant or any other person,
<br /> other than an Owner,as shown in the Register of any amount with respect to principal of,premium,
<br /> if any, or interest on the Certificates. Notwithstanding any other provision of this Ordinance to the
<br /> contrary, the City and the Paying Agent/Registrar shall be entitled to treat and consider the person
<br /> in whose name each Certificate is registered in the Register as the absolute Owner of such Certificate
<br /> for the purpose of payment of principal of,premium, if any, and interest on the Certificates, for the
<br /> purpose of giving notices of redemption and other matters with respect to such Certificate, for the
<br /> purpose of registering transfer with respect to such Certificate,and for all other purposes whatsoever.
<br /> The Paying Agent/Registrar shall pay all principal of, premium, if any, and interest on the
<br /> Certificates only to or upon the order of the respective Owners,as shown in the Register as provided
<br /> in this Ordinance, or their respective attorneys duly authorized in writing, and all such payments
<br /> shall be valid and effective to fully satisfy and discharge the City's obligations with respect to
<br /> payment of,premium,if any,and interest on the Certificates to the extent of the sum or sums so paid.
<br /> No person other than an Owner, as shown in the register, shall receive a Certificate evidencing the
<br /> obligation of the City to make payments of amounts due pursuant to this Ordinance. Upon delivery
<br /> by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to
<br /> substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance
<br /> with respect to interest checks or drafts being mailed to the registered Owner at the close of business
<br /> on the Record Date, the word "Cede & Co." in this Ordinance shall refer to such new nominee of
<br /> 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 Certificates.
<br /> Section 3.10. Successor Securities Depository; 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 Certificates that they be able to obtain certificated
<br /> Certificates, or in the event DTC discontinues the services described herein, the City or the Paying
<br /> Agent/Registrar shall (i) appoint a successor securities depository, qualified to act as such under
<br /> Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC
<br /> Participants, as identified by DTC, of the appointment of such successor securities depository and
<br /> transfer one or more separate Certificates to such successor securities depository or(ii)notify DTC
<br /> and DTC Participants, as identified by DTC, of the availability through DTC of Certificates and
<br /> transfer one or more separate Certificates to DTC Participants having Certificates credited to their
<br /> DTC accounts, as identified by DTC. In such event,the Certificates shall no longer be restricted to
<br /> being registered in the Register in the name of Cede & Co., as nominee of DTC, but may be
<br /> San Marcos CTRCO 2017:Ordinance 13
<br />
|