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(c) Except as provided below, no Certificate shall be valid or obligatory for any purpose <br />or be entitled to any security or benefit of this Ordinance unless and until there appears thereon the <br />Certificate of Paying Agent/Registrar substantially in the form provided in this Ordinance, duly <br />authenticated by manual execution by an officer or duly authorized representative of the Paying <br />Agent/Registrar. It shall not be required that the same authorized representative of the Paying <br />Agent/Registrar sign the Certificate of Paying Agent/Registrar on all of the Certificates. In lieu of <br />the executed Certificate of Paying Agent/Registrar described above, the Initial Certificate delivered <br />on the Closing Date shall have attached thereto the Comptroller's Registration Certificate substantially <br />in the form provided in this Ordinance, manually executed by the Comptroller of Public Accounts of <br />the State of Texas or by his duly authorized agent, which certificate shall be evidence that the Initial <br />Certificate has been duly approved by the Attorney General of the State of Texas and that it is a valid <br />and binding obligation of the City, and has been registered by the Comptroller of Public Accounts of <br />the State of Texas. <br />(d) On the Closing Date, one Initial Certificate representing the entire principal amount <br />of the Certificates, payable in stated installments to the Purchaser or its designee, executed by manual <br />or facsimile signature of the Mayor and City Clerk of the City, approved by the Attorney General of <br />Texas, and registered and manually signed by the Comptroller of Public Accounts of the State of <br />Texas, will be delivered to the Purchaser or its designee. Upon payment for the Initial Certificate, <br />the Paying Agent/Registrar shall cancel the Initial Certificate and deliver to DTC on behalf of the <br />Purchaser one registered definitive Certificate for each year of maturity of the Certificates in the <br />aggregate principal amount of all Certificates for such maturity, registered in the name of Cede & <br />Co., as nominee for DTC. To the extent that the Paying Agent/Registrar is eligible to participate in <br />DTC's FAST System, pursuant to an agreement between the Paying Agent/Registrar and DTC, the <br />Paying Agent/Registrar shall hold the definitive Certificates in safekeeping for DTC. <br />Section 3.05. Ownership. <br />(a) The City, the Paying Agent/Registrar and any other person may treat the person in <br />whose name any Certificate is registered as the absolute owner of such Certificate for the purpose <br />of making and receiving payment of the principal thereof and premium, if any, thereon, for the further <br />purpose of making and receiving payment of the interest thereon (subject to the provisions herein that <br />interest is to be paid to the person in whose name the Certificate is registered on the Record Date or <br />Special Record Date, as applicable), and for all other purposes, whether or not such Certificate is <br />overdue, and neither the City nor the Paying Agent /Registrar shall be bound by any notice or <br />knowledge to the contrary. <br />(b) All payments made to the person deemed to be the Owner of any Certificate in <br />accordance with this Section shall be valid and effectual and shall discharge the liability of the City <br />and the Paying Agent/Registrar upon such Certificate to the extent of the sums paid. <br />San Marcos CTRCO 2011: Ordinance 8 <br />