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With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the City
<br />and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC Participant
<br />or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds. Without
<br />limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no
<br />responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or
<br />any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any
<br />DTC Participant or any other person, other than a Owner as shown on the Security Register, of any
<br />notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any
<br />DTC Participant or any other person, other than a Owner as shown on the Security Register, of any
<br />amount with respect to principal of, premium, if any, or interest on the Bonds. Notwithstanding any
<br />other provision of this First Supplement to the contrary but to the extent permitted bylaw, the City
<br />and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each
<br />Bond is registered in the Security Register as the absolute owner of such Bond for the purpose of
<br />payment of principal, premium, if any, and interest, with respect to such Bond, for the purpose of
<br />registering transfers with respect to such Bond, and for all other purposes whatsoever. The Paying
<br />Agent/Registrar shall pay all principal of, premium, if any, and interest on the Bonds only to or upon
<br />the order of the Owners, as shown in the Security Register as provided in this First Supplement, or
<br />their respective attorneys duly authorized in writing, and all such payments shall be valid and
<br />effective to fully satisfy and discharge the City's obligations with respect to payment of principal
<br />of, premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. No person
<br />other than a Owner, as shown in the Security Register, shall receive a Bond certificate evidencing
<br />the obligation of the City to make payments of principal, premium, if any, and interest pursuant to
<br />this First Supplement. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the
<br />effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to
<br />the provisions in this First Supplement with respect to interest checks being mailed to the Owner
<br />at the close of business on the Record Date the words "Cede & Co." in this First Supplement shall
<br />refer to such new nominee of DTC.
<br />(d) Successor Securities Depository: Transfers Outside Book-Entry-Only S_ sy tem. In the
<br />event that the City determines to discontinue the book-entry-only system through DTC or a
<br />successor or DTC determines to discontinue providing its services with respect to a Series ofBonds,
<br />the City shall either (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 of the appointment of such successor securities depository, and transfer one or more
<br />separate Bonds to such successor securities depository or (ii) notify DTC and DTC Participants of
<br />the availability through DTC ofBonds and transfer one or more separate Bonds to DTC Participants
<br />having Bonds credited to their DTC accounts. In such event, the Bonds of such Series shall no
<br />longer be restricted to being registered in the Security Register in the name of Cede & Co., as
<br />nominee of DTC, but may be registered in the name of the successor securities depository, or its
<br />nominee, or in whatever name or names Owners transferring or exchanging Bonds shall designate,
<br />in accordance with the provisions of this First Supplement.
<br />SAN MARCOS 2008: FirstSupplementalOrdinance
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