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Participants will remain responsible for keeping account of their holdings on behalf of their <br />customers. <br />Conveyance of notices and other communications by DTC to Direct Participants, by Direct <br />Participants to Indirect Participants, and by Direct Participants and Indirect Participants to <br />Beneficial Owners will be governed by arrangements among them, subject to any statutory or <br />regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may <br />wish to take certain steps to augment the transmission to them of notices of significant events <br />with respect to the Bonds, such as redemptions, defaults, and proposed amendments to the <br />Agreement. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee <br />holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial <br />Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses <br />to the Registrar and request that copies of notices be provided directly to them. <br />Redemption notices shall be sent to DTC. If less than all of the Bonds within a maturity are <br />being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct <br />Participant in such issue to be redeemed. <br />Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect <br />to the Bonds unless authorized by a Direct Participant in accordance with DTC's procedures. <br />Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after <br />the Record Date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those <br />Direct Participants to whose accounts the Bonds are credited on the Record Date (identified in <br />a listing attached to the Omnibus Proxy). <br />Principal, premium and interest payments on the Bonds will be made to Cede & Co., or <br />such other nominee as may be requested by an authorized representative of DTC. DTC's <br />practice is to credit Direct Participants' accounts upon DTC's receipt of funds and <br />corresponding detail information from the City or the Paying Agent on payable date in <br />accordance with their respective holdings shown on DTC's records. Payments by Participants <br />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 <br />"street name ", and will be the responsibility of such Participant and not of DTC (nor its <br />nominee), the Paying Agent or the City, subject to any statutory or regulatory requirements as <br />may be in effect from time to time. Payment of principal, premium and interest to Cede & Co. <br />(or such other nominee as may be requested by an authorized representative of DTC) is the <br />responsibility of the City or the Paying Agent, disbursement of such payments to Direct <br />Participants will be the responsibility of DTC, and disbursement of such payments to the <br />Beneficial Owners will be the responsibility of Direct and Indirect Participants. <br />DTC may discontinue providing its services as depository with respect to the Bonds at any <br />time by giving reasonable notice to the City or the Registrar. Under such circumstances, in the <br />event that a successor depository is not obtained, Bond certificates are required to be printed <br />and delivered. <br />The City may decide to discontinue use of the system of book -entry transfers through DTC <br />(or a successor securities depository). In that event, Bond certificates will be printed and <br />delivered. <br />The information in this section concerning DTC and DTC's book -entry system has been <br />obtained from sources that the City believes to be reliable, but the City takes no responsibility <br />for the accuracy thereof. <br />E -3 <br />