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<br />United States of America, which may be United States Treasury obligations such as its State and Local Government
<br />Series, which may be in book-entry form.
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<br />(d) Until all Defeased Bonds shall have becQIDe due anq P.3yciQle, the PaY.in~ AgentlRegistrar shall perform
<br />the services of Paying AgentlRegistrar for such Defeased Bonds the same as if they had not been defeased, and the
<br />City shall Q.lak~ proper ~~ents to J!I'ovide lJIld par for such servi<;es as required by this Ordinance.
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<br />Section II. BOOK-ENTRY ONLY SYSTEM. It is intended that the Bonds initially be registered so as to
<br />parti<;iQat.e in a securities depository. s~em (!he "DTC S~tem") with The Deposito~ Trust Company, New York,
<br />New York, or any successor entity thereto ("DTC"), as set forth herein. The definitive Bonds shall be issued in the
<br />foI1D, of a. sepm:ate sins.Ie definitive. Bond for each matlU'ity, Upon issuance.... tb~ ownership of each such Bond shall
<br />be registered in the name of Cede & Co., as the nominee of DTC, and all of the outstanding Bonds shall be
<br />r~iS\.erl(d in Ute name of Ce4e &. Co" as the nomin~ of DTC, The Ci~ and th~ Paying Agent/Registrar are
<br />authorized to execute, deliver, and take the actions set forth in such letters to or agreements with DTC as shall be
<br />necesS3.Q' to ~ffectQate the DTC S~em.t including. a "L~er ofReprl(seota.tion" (the "Representation Letter").
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<br />With respect to the Bonds registered in the name of Cede & Co" as nominee of DTC, the City and the
<br />P~yin8.. A,8.en~egistrm: shall have no responsibili~ or obligatiQn to anr broker-4ealer, bank, or other financial
<br />institution for which DTC holds the Bonds from time to time as securities depository (a "Depository Participant") or
<br />t.o any p'er~on QJl bebl;l.lf of whom such a D~ository ParUciQ3.Qt holds aP- interes~ in the Bonds (an "Indirect
<br />Participant"). Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall
<br />hay(; nO responsibility or obli~ation with respect to (i) $(; accuracy of the records of DTC, Cede & Co., or any
<br />Depository Participant with respect to any ownership interest in the Bonds, or (ii) the delivery to any Depository
<br />flP\icipan.t or lJIlY Indirect Participant or any other Person, other than a registered o~er of a Bond, of any amount
<br />with respect to principal ot: premiwn, if any, or interest on the Bonds. While in the DTC System, no person other
<br />than Cede 8{, Co... or any successor thereto,. as nominee for DTC, shall receiv(; a Bond evidencing the obligation of
<br />the City to make payments of principal, premium, if any, and interest pursuant to this Ordinance. Upon delivery by
<br />ore to d.1(; Payblg, AgentlRe8..istrar of written. n.oQ.ce to th~ effect that DTC has. ejetermined to substitute a new
<br />nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or
<br />drafts beQIg m.aile4 to th(; holder, the word ''Cede & Co," in this Or4inaP-ce shall refer to such new nominee ofDTC,
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<br />In the event that (a) the City determines that DTC is incapable of discharging its responsibilities described
<br />berein an.d i{1 t/;.1e Representation Letter, (b) the R.et?resentation L.etter shall be terminated for any reason, or (c) DTC
<br />or the City determines that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain
<br />~ifi~t~ aon4s. th(; Ci~ shall notity the Paring AgentlRegistrar, DTC.. and Depository Participants of the
<br />availability within a reasonable period of time through DTC of certificated certificates, and the Bonds shall no
<br />longer: be rt$'icted t.o ~ing r~gistere4 in the. name of Cede & Co" as nominee ofDT<;. At that time, the City may
<br />determine that the Bonds shall be registered in the name of and deposited with a successor depository operating a
<br />securities <Jepository system, as may be acceQtable to tJte Ci~, or such deposito~'~ agent or designee, and if the
<br />City and the Paying Agent/Registrar do not select such alternate securities depository system then the Bonds may be
<br />registered iIl. wba.tever names th~ r~gistered owners of Bonds transferring.or exchanging the Bonds shall designate,
<br />in accordance with the provisions hereof. .
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<br />Notwitb~an.ding any other provision of this Ordinll11ce to the contrary, ~o lon~ as any Bond is registered in
<br />the name of Cede & Co., as nominee ofDTC, all payments with respect to principal of: premiwn, if any, and interest
<br />on SUQI BQn4 and all notjces with resp(ct to such Bond shall be made and g~vent respectively, in the manner
<br />provided in the Representation Letter.
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<br />Section 12. DAMAGED. MUTILATED. LOST. STOLEN. OR DESTROYED BONDS, (a) Reolacement
<br />Bonds, In the event any outstanding Bond . is damaged, mutilated, lost, stolen, or destroyed, the Paying
<br />.(\g,en..tlRem-s.trar shall cause to be printed. (;Xecuted. lJnd deliver~. ~ new bond of the same principal amo1Dlt,
<br />maturity. and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Bond, in replacement for such Bond
<br />in the manner hereinafter provided,
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<br />(b) Ap.plication for Replacement Bonds. Application for replacement of damaged, mutilated, lost, stolen,
<br />or destroyed Bonds shall be made by the registered owner thereof to the Paying AgentlRegistrar. In every case of
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<br />063939.0001 AUSTIN 280348
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