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Registered Owners thereof, (ii) may be transferred and assigned, (iii) may be converted and ex-
<br /> changed for other Certificates, (iv) shall have the characteristics, (v) shall be signed, sealed, exe-
<br /> cuted and authenticated, (vi) shall be payable as to the principal of and interest on, and (vii) shall
<br /> be administered, and the Paying Agent/Registrar and the City shall have certain duties and
<br /> responsibilities with respect to the Certificates, all as provided, and in the manner and to the effect
<br /> as required or indicated, in the FORM OF CERTIFICATE set forth in this Ordinance. The
<br /> Certificates initially issued and delivered pursuant to this Ordinance are not required to be, and
<br /> shall not be, authenticated by the Paying Agent/Registrar,but on each substitute Certificate issued
<br /> in conversion of and exchange for any Certificate or Certificates issued under this Ordinance the
<br /> Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S
<br /> AUTHENTICATION CERTIFICATE, in the form set forth in the FORM OF CERTIFICATE.
<br /> (d) Substitute Paying Agent/Registrar. The City covenants with the Registered
<br /> Owners of the Certificates that at all times while the Certificates are outstanding the City will
<br /> provide a competent and legally qualified bank, trust company, financial institution, or other
<br /> agency to act as and perform the services of Paying Agent/Registrar for the Certificates under this
<br /> Ordinance, and that the Paying Agent/Registrar will be one entity. The City reserves the right to,
<br /> and may,at its option,change the Paying Agent/Registrar upon not less than 30 days written notice
<br /> to the Paying Agent/Registrar, to be effective (a) when a substitute Paying Agent/Registrar has
<br /> been appointed by the City and such appointment is accepted and (b)notice has been given to the
<br /> Registered Owners of the appointment thereof, but such effective date shall not disrupt, delay, or
<br /> otherwise adversely affect payment of the Certificates. In the event that the entity at any time
<br /> acting as Paying Agent/Registrar(or its successor by merger, acquisition,or other method) should
<br /> resign or otherwise cease to act as such, the City covenants that promptly it will appoint a
<br /> competent and legally qualified bank, trust company, financial institution, or other agency to act
<br /> as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar,
<br /> the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or
<br /> a copy thereof), along with all other pertinent books and records relating to the Certificates,to the
<br /> new Paying Agent/Registrar designated and appointed by the City. Upon any change in the
<br /> Paying Agent/Registrar,the City promptly will cause a written notice thereof to be sent by the new
<br /> Paying Agent/Registrar to each Registered Owner of the Certificates, by United States mail, first-
<br /> class postage prepaid,which notice also shall give the address of the new Paying Agent/Registrar.
<br /> By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed
<br /> to have agreed to the provisions of this Ordinance and a certified copy of this Ordinance shall be
<br /> delivered to each Paying Agent/Registrar.
<br /> (e) Book-Entry-Only System. The Certificates issued in exchange for the Certificates
<br /> initially issued as provided in Section 5(h) shall be issued in the form of a separate single fully
<br /> registered Certificate for each of the maturities thereof registered in the name of Cede & Co. as
<br /> nominee of DTC and except as provided in subsection (f) hereof, all of the Certificates shall be
<br /> registered in the name of Cede& Co., as nominee of DTC.
<br /> With respect to Certificates registered in the name of Cede& Co., as nominee of DTC,the
<br /> City and the Paying Agent/Registrar shall have no responsibility or obligation to any securities
<br /> brokers and dealers, banks,trust companies, clearing corporations and certain other organizations
<br /> on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of
<br /> securities transactions among DTC participants(the "DTC Participant")or to any person on behalf
<br /> of whom such a DTC Participant holds an interest in the Certificates. Without limiting the
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<br /> SAN MARCOS(TWDB)CTRCO 2022:Ordinance
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