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<br />United States of America, which may be United States Treasury obligations such as its State and Local Govermnent
<br />Series, which may be in book-entry form.
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<br />(d) Until all Defeased Bonds shall have become due and payable, the Paying AgentJRegistrar 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 qlak~ {lro12er ammgements to {lrovide and pay for such services as required by this Ordinance.
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<br />Section 11. BOOK-ENTRY ONLY SYSTEM. It is intended that the Bonds initially be registered so as to
<br />participate in a securities de12ository system (the "DTC System") 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 />form of a separate single definitive Bond for each maturity. Upon issuance, the 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 />registered in the name of Cede & Co., as the nominee of DTC. The City and th~ Paying AgentlRegistrar are
<br />authorized to execute, deliver, and take the actions set forth in such letters to or agreements with DTC as shall be
<br />necessary to effectuate the DTC System, including a "L~tter of Repn,:sentation" (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 />Paying Agent/Registrar shall have no resgonsibility or obligation to an)! broker-dealer, bank, or other financial
<br />institution for which DTC holds the Bonds from time to time as securities depository (a "Depository Participant") or
<br />to any person Qn ]:)ehalf of whom such a Depository Participant holds an interest, in the Bonds (an "Indirect
<br />Participant"). Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall
<br />hav~ no responsibility or obligation with respect to (i) th~ accur\lcy 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 />Participant Qr any Indirect Participant or any other Person, other than Ii registered owner of a Bond, of any amount
<br />with respect to principal ot: premhun, if any, or interest on the Bonds. While in the DTC System, no person other
<br />than Cede &, Co., or any successor thereto, as nominee for DTC, shall receive 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 />DrC to the PayinK AgentlRegistrar of written. notice to the effect that DTC has. d.etennined 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 being mailed to the holder, the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC.
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<br />In the event that (a) the City determines that DTC is incapable of discharging its responsibilities described
<br />herein and iu. the Repr~sentation Letter, (b) the Representation Letter 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 />certificated Bond.s, the City shall notify the Paying AgentJRegistrar, 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 b~ restricted to being r~gistereQ in the name of Cede & Co., as nominee ofDTC. 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 Qepository system, as may be acceptable to the City, or such depository's 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 in whatever names the registered owners of Bonds transferring or exchanging the Bonds shall designate,
<br />in accordance with the provisions hereof. .
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<br />Notwitllstan.ding any other provision of this Ordinance to the contrary, so long as any Bond is registered in
<br />the name of Cede & Co., as nominee ofDTC, all payments with respect to principal o(premium, if any, and interest
<br />on such Bond. and all notices with respect to such Bond shall be made and given, 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) Replacement
<br />Bonds. In the event any outstanding Bond is damaged, mutilated, lost, stolen, or destroyed, the Paying
<br />Agen.tlRegistrar shall cause to be printed, executed, and delivered, <l new bou-d of the same principal amount,
<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) Application 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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