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shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage,
<br />cost or expense incurred by the City or the Paying Agent/Registrar in connection therewith.
<br />(d) In the event that any such mutilated, lost, apparently destroyed or wrongfully taken Certificate
<br />has become or ~s about to become due and payable, the Paying Agent/Registrar, in its discretion, instead of
<br />issuing a replacement Certificate, may pay such Certificate if it has become due and payable or may pay such
<br />Certificate when it becomes due and payable.
<br />(e) Each replacement Certificate delivered in accordance with this Section shall constitute an
<br />original contractual obligation of the City and shall be entitled to the benefits and security of this Ordinance
<br />to the same extent as the Certificate or Certificates in lieu of which such replacement Certificate is delivered.
<br />Section 3 09 Book-Entry-Only System.
<br />(a) The definitive Certificates shall be initially issued in the form of a separate single fully
<br />registered Certificate for each of the maturities thereof. Upon initial issuance, the ownership of each such
<br />Certificate shall be registered in the name of Cede & Co., as nominee of DTC, and except as provided in
<br />Section 3.11 hereof, all of the outstanding Certificates shall be registered in the name of Cede & Co., as
<br />nominee of DTC.
<br />(b) With respect to Certificates registered in the name of Cede & Co., as nominee of DTC, the
<br />City and the Paying AgentlRegistrar shall have no responsibility or obligation to any DTC Participant or to
<br />any person on behalf of whom such a DTC Participant holds an interest in the Certificates, except as provided
<br />in this Ordinance. Without limit-ng the immediately preceding sentence, the City and the Paying
<br />Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of
<br />DTC, Cede & Co. or any DTC Participant with respect to any ownership interest m the Certificates, (ii) the
<br />delivery to any DTC Participant or any other person, other than an Owner, as shown on the Register, of any
<br />notice with respect to the Certificates, including any nonce of redemption, or (iii) the payment to any DTC
<br />Participant or any other person, other than an Owner, as shown in the Register of any amount with respect to
<br />principal of, premium, if any, or interest on the Certificates. Notwithstanding any other provision of this
<br />Ordinance to the contrary, the City and the Paying Agent/Registrar shall be entitled to treat and consider the
<br />person m whose name each Certificate is registered in the Register as the absolute Owner of such Certificate
<br />for the 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 registering
<br />transfer vv~th respect to such Certificate, and for all other purposes whatsoever. The Paying Agent/Registrar
<br />shall pay all pnnc~pal of, premium, if any, and interest on the Certificates only to or upon the order of the
<br />respective Owners, as shown in the Register as provided in this Ordinance, or their respective attorneys duly
<br />authorized in wasting, and all such payments shall be valid and effective to fully satisfy and discharge the City's
<br />obligations with respect to payment of, premium, if any, and interest on the Certificates to the extent ofthe sum
<br />or sums so paid. No person other than an Owner, as shown in the register, shall receive a Certificate
<br />evidencing the obligation of the City to make payments of amounts due pursuant to this Ordinance. Upon
<br />delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to
<br />substitute a new nominee in place of Cede & Co., and subject to the provisions m this Ordinance with respect
<br />to interest checks or drafts being mailed to the registered Owner at the close of business on the Record Date,
<br />the word "Cede & Co." m this Ordinance shall refer to such new nominee of DTC.
<br />San Marcos CTRCO 20078: Ordinance
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