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the representation letter of the Issuer to DTC or that it is in the best interest of the beneficial owners of the
<br />Bonds that they be able to obtain certificated Bonds, the Issuer shall (i) appoint a successor securities
<br />depository, qualified to act as such under Section 17A of the Securities and Exchange Act of 1934, as
<br />amended, notify DTC and DTC Participants of the appointment of such successor securities depository and
<br />transfer one or more separate Bonds to such successor securities depository or (ii) notify DTC and DTC
<br />Participants of the availability through DTC of Bonds and transfer one or more separate Bonds to DTC
<br />Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall no longer be
<br />restricted to being registered in the Registration Books in the name of Cede & Co., as nominee of DTC,
<br />but may be registered in the name of the successor securities depository, or its nominee, or in whatever
<br />name or names registered owners transferring or exchanging Bonds shall designate, in accordance with the
<br />provisions of this Ordinance.
<br />(k) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the
<br />contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments
<br />with respect to principal of and interest on such Bond and all notices with respect to such Bond shall be
<br />made and given, respectively, in the manner provided in the representation letter of the Issuer to DTC.
<br />(1) General Characteristics of the Bonds. The Bonds (i) shall be issued in fully registered form,
<br />without interest coupons, with the principal of and interest on such Bonds to be payable only to the
<br />Registered Owners thereof, (ii) may and shall be redeemed prior to their scheduled maturities, (iii) may be
<br />transferred and assigned, (iv) may be converted and exchanged for other Bonds, (v) shall have the
<br />characteristics, (vi) shall be signed, sealed, executed and authenticated, (vii) the principal of and interest on
<br />the Bonds shall be payable, and (viii) shall be administered and the Paying Agent/Registrar and the Issuer
<br />shall have certain duties and responsibilities with respect to the Bonds, all as provided, and in the manner
<br />and to the effect as required or indicated, in the FORM OF BOND set forth in this Ordinance. The Bonds
<br />initially issued and delivered pursuant to this Ordinance is not required to be, and shall not be, authenticated
<br />by the Paying Agent/Registrar, but on each substitute Bond issued in conversion of and exchange for
<br />any Bond or Bonds issued under this Ordinance the Paying Agent/Registrar shall execute the Paying
<br />Agent/registrar's Authentication Bond, in the FORM OF BOND set forth in this Ordinance.
<br />(m) Cancellation of Initial Bond. On the closing date, one initial Bond representing the entire
<br />principal amount of the Bonds, payable in stated installments to the order of the initial purchaser of the
<br />Bonds or its designee, executed by manual or facsimile signature of the Mayor and City Clerk,
<br />approved by the Attorney General of Texas, and registered and manually signed by the Comptroller of
<br />Public Accounts of the State of Texas, will be delivered to such purchaser or its designee. Upon payment
<br />for the initial Bond, the Paying Agent/Registrar shall insert the Delivery Date on Bond No. T -1, cancel the
<br />initial Bond and deliver to The Depository Trust Company ( "DTC ") on behalf of such purchaser one
<br />registered definitive Bond for each year of maturity of the Bonds, in the aggregate principal amount of all
<br />of the Bonds for such maturity, registered in the name of Cede & Co., as nominee of DTC. To the extent
<br />that the Paying Agent/Registrar is eligible to participate in DTC's FAST System, pursuant to an agreement
<br />between the Paying Agent/Registrar and DTC, the Paying Agent/Registrar shall hold the definitive Bonds
<br />in safekeeping for DTC.
<br />(n) Conditional Notice of Redemption. With respect to any optional redemption of the Bonds,
<br />unless certain prerequisites to such redemption required by this Ordinance have been met and money
<br />sufficient to pay the principal of and premium, if any, and interest on the Bonds to be redeemed will have
<br />been received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice
<br />may state that said redemption may, at the option of the Issuer, be conditional upon the satisfaction of such
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