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<br /> IOlM-
<br /> brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is o\\lIled by a number of its
<br /> Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the National Association of
<br /> Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks, and trust
<br /> campanies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect
<br /> Participants"). The 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 Bonds on
<br /> DTC's records. The ov,nership interest of each actual purchaser of each Bond ("Beneficial Ov.ner") is in turn to be recorded on the Direct
<br /> and Indirect Participants' records. Beneficial Owners will not receive 'Written confirmation from DTC of their purchase, but Beneficial
<br /> Owners are expected to receive 'Written confirmations providing details of the transaction, as well as periodic statements of their holdings,
<br /> from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of o\\lIlership interest in
<br /> the Bonds are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Ov.ners. Beneficial Ov.ners
<br /> will not receive certificates representing their ov,nership interests in the Bonds, except in the event that use of the book-entry system for the
<br /> Bonds is discontinued.
<br /> To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership
<br /> nominee, Cede & Co. The deposit of Bonds with DTC and their registration in the name of Cede & Co. effect no change in beneficial
<br /> ov,nership. DTC has no knowledge of the actual Beneficial Ov.ners of the Bonds; DTC's records reflect only the identity of the Direct
<br /> Participants to whose accOtUlts such Bonds are credited, which mayor may not be the Beneficial Ov.ners. The Participants will remain
<br /> 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, and by
<br /> Direct Participants and Indirect Participants to Beneficial Owners v,ill be governed by arrangements among them, subject to any statutory
<br /> 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 practice is to
<br /> 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 Omnibus Proxy to
<br /> the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct
<br /> Participants to whose accounts the Bonds are credited on the record date (identified in a listing attach~d to the Omnibus Pro;..:y).
<br /> Principal and interest payments on the Bonds will be made to DTC. DTC's practice is to credit Direct Participants' accounts on payable
<br /> date in accordance v,ith their respective holdings sho\\lIl on DTC's records unless DTC has reason to believe that it will not receive pa}ment
<br /> on payable date. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is
<br /> the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of
<br /> such Participant and not of DTC, the Paying Agent/Registrar or the City, subject to any statutory or regulatory requirements as may be in
<br /> effect from time to time. Payment of principal and interest to DTC is the responsibility of the City, disbursement of such payments to
<br /> Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial Ov.ners shall be the
<br /> responsibility of Direct and Indirect Participants.
<br /> DTC may discontinue providing its services as securities depository with respect to the Bonds at any time by giving reasonable notice to the
<br /> City. Under such circumstances, in the event that a successor securities depository is not obtained, Bonds are required to be printed and
<br /> deli vercd.
<br /> The City may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that
<br /> event, Bonds will be printed and delivered.
<br /> Use of Certain Tenns in Other Sections of this Official Statement. In reading this Official Statement it should be understood that while the
<br /> Bonds arc in the Book-Entry-Only System, references in other sections of this Official Statement to registered O\\lIlers should be read to
<br /> include the person for which the Participant acquires an interest in the Bonds, but (i) all rights of ov,nership must be exercised through
<br /> DTC and the Book-Entry-Only System., and (ii) except as described above, notices that are to be given to registered ov,ners under the
<br /> Ordinance will be given only to DTC.
<br /> Information concerning DTC and the Book-Entry-Only System has been obtained from DTC and is not guaranteed as to accuracy or
<br /> completeness by, and is not to be construed as a representation by the City or the Underwriters.
<br /> Paying Agent/Registrar
<br /> The initial Paying Agent/Registrar is Texas Commerce Bank: National Association, Austin, Texas. In the Ordinance, the City retains the
<br /> right to replace the Paying Agent/Registrar. The City covenants to maintain and provide a Paying Agent/Registrar at all times while the
<br /> Bonds arc outstanding and any successor Paying Agent/Registrar shall be a commercial bank: or trust company organized under the laws of
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