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such successor securities depository or (ii) notify DTC and DTC Participants of the availability
<br />through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having
<br />Bonds credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to
<br />being registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but
<br />may be registered in the name of the successor securities depository, or its nominee, or in
<br />whatever name or names registered owners transferring or exchanging Bonds shall designate, in
<br />accordance with the provisions of this Ordinance.
<br />(1) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance
<br />to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of
<br />DTC, all payments with respect to principal of and interest on such Bond and all notices with
<br />respect to such Bond shall be made and given, respectively, in the manner provided in the
<br />representation letter of the City to DTC.
<br />(m) General Characteristics of the Bonds. The Bonds (i) shall be issued in fully
<br />registered form, without interest coupons, with the principal of and interest on such Bonds to be
<br />payable only to the Registered Owners thereof, (ii) may and shall be redeemed prior to their
<br />scheduled maturities, (iii) may be transferred and assigned, (iv) may be converted and exchanged
<br />for other Bonds, (v) shall have the characteristics, (vi) shall be signed, sealed, and executed,
<br />(vii) the principal of and interest on the Bonds shall be payable, and (viii) shall be administered
<br />and the Paying Agent/Registrar and the City shall have certain duties and responsibilities with
<br />respect to the Bonds, all as provided, and in the manner and to the effect as required or indicated,
<br />in the FORM OF BOND set forth in Exhibit A hereto. The Bonds initially issued and delivered
<br />pursuant to this Ordinance is not required to be, and shall not be, authenticated by the Paying
<br />Agent/Registrar, but on each substitute Bond issued in conversion of and exchange for any Bond
<br />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 Exhibit A hereto.
<br />(n) Cancellation of Initial Bond. On the Delivery Date, one initial Bond representing
<br />the entire principal amount of the Bonds, payable in stated installments to the order of the
<br />Underwriter or its designee, executed by manual or facsimile signature of the Mayor or Mayor
<br />Pro Tem and City Clerk, approved by the Attorney General, and registered and manually signed
<br />by the Comptroller, will be delivered to the Underwriter or its designee. Upon payment for the
<br />initial Bond, the Paying Agent/Registrar shall insert the date of initial delivery of the bonds on
<br />Bond No. T-1, cancel the initial Bond and deliver to DTC on behalf of the Underwriter one
<br />registered definitive Bond for each year of maturity of the Bonds, in the aggregate principal
<br />amount of all of the Bonds for such maturity, registered in the name of Cede & Co., as nominee
<br />of DTC. To the extent that the Paying Agent/Registrar is eligible to participate in DTC's FAST
<br />System, pursuant to an agreement between the Paying Agent/Registrar and DTC, the Paying
<br />Agent/Registrar shall hold the definitive Bonds in safekeeping for DTC.
<br />Section 5. FORM OF BONDS. The form of the Bond, including the form of Paying
<br />Agent/Registrar's Authentication Certificate, the form of Assignment and the form of
<br />Registration Certificate of the Comptroller of Public Accounts of the State to be attached only to
<br />the Bonds initially issued and delivered pursuant to this Ordinance, shall be, respectively,
<br />substantially in the form provided in Exhibit A hereto, with such appropriate variations,
<br />omissions, or insertions as are permitted or required by this Ordinance.
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