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Certificates issued under this Ordinance the Paying Agent/Registrar shall execute the PAYING <br /> AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form set forth in the <br /> FORM OF CERTIFICATE. <br /> (d) Substitute Paying_A ent/Registrar. The City covenants with the Registered Owners <br /> of the Certificates that at all times while the Certificates are outstanding the City will provide a <br /> competent and legally qualified bank, trust company, financial institution, or other agency to act <br /> as and perform the services of Paying Agent/Registrar for the Certificates under this Ordinance, <br /> and that the Paying Agent/Registrar will be one entity. The City reserves the right to, and may, <br /> at its option, change the Paying Agent/Registrar upon not less than 30 days written notice to the <br /> Paying Agent/Registrar, to be effective at such time which will not disrupt or delay payment on <br /> the next principal or interest payment date after such notice. In the event that the entity at any <br /> time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) <br /> should 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 <br /> Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the <br /> Registration Books (or a copy thereof), along with all other pertinent books and records relating <br /> to the Certificates, to the new Paying Agent/Registrar designated and appointed by the City. <br /> Upon any change in the Paying Agent/Registrar, the City promptly will cause a written notice <br /> thereof to be sent by the new Paying Agent/Registrar to each Registered Owner of the <br /> Certificates, by United States mail, first-class postage prepaid, which notice also shall give the <br /> address of the new Paying Agent/Registrar. By accepting the position and performing as such, <br /> each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, <br /> and a certified copy of this Ordinance shall be 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 4(i) 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 The Depository Trust Company of New York ("DTC") and except as provided in <br /> subsection (f) hereof, all of the outstanding Certificates shall be registered in the name of Cede & <br /> Co., as nominee of DTC. <br /> With respect to Certificates 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 <br /> securities brokers and dealers, banks, trust companies, clearing corporations and certain other <br /> organizations on whose behalf DTC was created to hold securities to facilitate the clearance and <br /> settlement of securities transactions among DTC participants (the "DTC Participant") or to any <br /> person on behalf of whom such a DTC Participant holds an interest in the Certificates. Without <br /> limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have <br /> no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & <br /> Co. or any DTC Participant with respect to any ownership interest in the Certificates, (ii) the <br /> delivery to any DTC Participant or any other person, other than a Registered Owner, as shown on <br /> the Registration Books, of any notice with respect to the Certificates, or (iii) the payment to any <br /> DTC Participant or any person, other than a Registered Owner, as shown on the Registration <br /> Books of any amount with respect to principal of or interest on the Certificates. Notwithstanding <br /> SAN MARCOS\CTRCO2023C: Ordinance <br />