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<br /> specific perf=, or to enjoin any act or thing that may be unlawful or in violation of any owner of tlu: Bonds under tlu:
<br /> Ordinance. All such proc.......-l;ngq must be instituted and m.q;nt",;nM for the equal benefit of all owners of Bonds then
<br /> outstaDding. -
<br /> Under Texas law, no judgment obtained against tlu: City may be enforced by direct levy and execution against tlu: City's
<br /> property. Further, the registered oVW'IlefS of tlu: Bonds may not themselves foreclose on taxable property within the City to
<br /> collect any unpaid taxes to pay the principal of and interest on the Bonds. The enforceability of the rights and remedies of tlu:
<br /> regist.ered OVw'IlefS of the Bonds may be fin1her limited by laws relating to bankruptcy, reorganization, or other similar laws of
<br /> ¡eneral application affecting the rights of creditors of political subdivisions such as tlu: City. Specifically, during the pendency
<br /> of a bankruptcy proc~;ng. the remedy for m.qnrlB.rnus may not be available unless authorized by tlu: bankruptcy judge.
<br /> Book-Entry-Only System. . . The Depository Trost Company ("DTC"), New York, New York, will act as securities
<br /> depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's
<br /> partnership nominee). One fully-registered certificate will be issued for each maturity of the Bonds in the aggregate principal
<br /> amount of such maturity, and will be deposited with DTC.
<br /> DTC is a limited-purpose trust company organized under the New Yorl:: Ranking Law, a "banking organization" within the
<br /> IfIf'j n;ng oftlu: New Yolk Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the mf'j n;ng
<br /> of the New Yorl:: Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17 A of
<br /> the Securities Exchange Act of 1934. DTC holds securities that its participants ("Direct Participants") deposit with DTC.
<br /> DTC also facilitates the settlement among Participants of securities transactions, such as transfers and pledges, in deposited
<br /> securities through electronic computerized book-<ntry changes in Participants' accounts, thereby el;m;ngtÍDg the need for
<br /> physical movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies,
<br /> clearing corporations, and certain other organizations. DTC is owned by a number of its Direct Participants and by the New
<br /> York Stock Exchange, Inc., the American Stock Exchange, Inc., and the National Association of Securities Dealers, Inc. Access
<br /> to the DTC system is also available to others such as securities brokers and dealers, banks, and trust companies that clear
<br /> through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The
<br /> Rules applicable to DTC and its Participants are on file with the Securities and Exchange Commission.
<br /> Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the
<br /> Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond ("Beneficial Owner") is in turn to be
<br /> recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation ftom DTC of
<br /> their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well
<br /> as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Û\VI1er entered
<br /> into the transaction. Transfers of ownership interest in the Bonds are to be accomplished by entries made on the books of
<br /> Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their
<br /> ownership interests in the Bonds, except in the event that use of the book-entry system for the Bonds is discontinued.
<br /> To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC's
<br /> partru:rship nOID.ÎDee, Cede & Co. The deposit of Bonds with DTC and their registration in the name of Cede & Co. effect no
<br /> change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect
<br /> only the identity of the Direct Participants to whose accounts such Bonds are credited, which mayor may not be the Beneficial
<br /> Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers.
<br /> Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants,
<br /> and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by ammgements among them,
<br /> subject to any statutory or regulatory requirements as may be in effect from time to time.
<br /> Redemption notices shall be sent to Cede & Co. If less than all of the Bonds within an issue are being redeemed, DTC's
<br /> practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed
<br /> Neither DTC nor Cede & Co. will consent or vote with respect to the Bonds. Under its usual procedures, DTC mails an
<br /> Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.' s consenting or
<br /> voting rights to thO§C Direct Participants to whose accounts the Bonds are credited on the record date (identified in a listing
<br /> attechril to the Omnlbus Proxy).
<br /> Principal and interest payments on the Bonds will be made to DTC. DTC's practice is to credit Direct Participants' accounts
<br /> on payable date in accordance with their respective holdings shown on DTC's records unless DTC has reason to believe that it
<br /> will not receive payment on payable date. Payments by Participants to Beneficial Owners will be governed by standing
<br /> instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or
<br /> registered in "street name," and will be the responsibility of such Participant and not ofDTC, the Paying AgentJRegistrar or the
<br /> City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and
<br /> interest to DTC is the responsibility of the City, disbursement of such payments to Direct Participants shall be the
<br /> responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and
<br /> Indirect Participants.
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