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an Owner, as shown in the Register of any amount with respect to principal of, premium, if any, or
<br />interest on the Certificates. Notwithstanding any other provision of this Ordinance to the contrary,
<br />the City and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose
<br />name each Certificate is registered in the Register as the absolute Owner of such Certificate for the
<br />purpose of payment of principal of, premium, if any, and interest on the Certificates, for the purpose
<br />of giving notices of redemption and other matters with respect to such Certificate, for the purpose of
<br />registering 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 to or
<br />upon the order of the respective Owners, as shown in the Register as provided in this Ordinance, or
<br />their respective attorneys duly authorized in writing, and all such payments shall be valid and effective
<br />to fully satisfy and discharge the City's obligations with respect to payment of, premium, if any, and
<br />interest on the Certificates to the extent of the sum or sums so paid. No person other than an Owner,
<br />as shown in the register, shall receive a Certificate evidencing the obligation of the City to make
<br />payments of amounts due pursuant to this Ordinance. Upon delivery by DTC to the Paying
<br />Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee
<br />in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks
<br />or drafts being mailed to the registered Owner at the close of business on the Record Date, the word
<br />"Cede & Co." in this Ordinance shall refer to 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 S sem.
<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 registered
<br />in the name of the successor securities depository, or its nominee, or in whatever name or names
<br />Owners transferring or exchanging Certificates shall designate, in accordance with the provisions of
<br />this Ordinance.
<br />Section 3.11. Payments to Cede & Co.
<br />Notwithstanding any other provision of this Ordinance to the contrary, so long as any
<br />Certificates are registered in the name of Cede & Co., as nominee of DTC, all payments with respect
<br />to principal of, premium, if any, and interest on such Certificates, and all notices with respect to such
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<br />San Marcos CIRCO 2019: Ordinance
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