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DTC, and except as provided in Section 3.11 hereof, all of the outstanding Certificates shall be <br /> registered in the name of Cede& Co., as nominee of DTC. <br /> (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 <br /> DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in <br /> the Certificates, except as provided in this Ordinance. Without limiting the immediately <br /> preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or <br /> obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC <br /> Participant with respect to any ownership interest in the Certificates, (ii)the delivery to any DTC <br /> Participant or any other person, other than an Owner, as shown on the Register, of any notice <br /> with respect to the Certificates, including any notice of redemption, or (iii) the payment to any <br /> DTC Participant or any other person, other than an Owner, as shown in the Register of any <br /> amount with respect to principal of, premium, if any, or interest on the Certificates. <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 Certificate <br /> is registered in the Register as the absolute Owner of such Certificate for the purpose of payment <br /> of principal of, premium, if any, and interest on the Certificates, for the purpose of giving notices <br /> of redemption and other matters with respect to such Certificate, for the purpose of registering <br /> transfer with respect to such Certificate, and for all other purposes whatsoever. The Paying <br /> Agent/Registrar shall pay all principal of, premium, if any, and interest on the Certificates only <br /> to or upon the order of the respective Owners, as shown in the Register as provided in this <br /> Ordinance, or their respective attorneys duly authorized in writing, and all such payments shall <br /> be valid and effective to fully satisfy and discharge the City's obligations with respect to payment <br /> of, premium, if any, and interest on the Certificates to the extent of the sum or sums so paid. No <br /> 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 <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 <br /> this Ordinance with respect to interest checks or drafts being mailed to the registered Owner at <br /> the close of business on the Record Date, the word "Cede& Co." in this Ordinance shall refer to <br /> 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 Certificates. <br /> Section 3.10. Successor Securities Depository; Transfer Outside Book-Entry Only <br /> System. <br /> In the event that the City or the Paying Agent/Registrar determines that DTC is incapable <br /> of discharging its responsibilities described herein and in the Representation Letter, and that it is <br /> in the best interest of the beneficial owners of the Certificates that they be able to obtain <br /> certificated Certificates, or in the event DTC discontinues the services described herein, the City <br /> or the Paying Agent/Registrar shall (i) appoint a successor securities depository, qualified to act <br /> as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify <br /> SAN MARCOS CTRCO&GOB 2019'.Ordinance <br /> 18 <br />