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<br />- 3 - <br />non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through <br />or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect <br />Participants”). The DTC Rules applicable to its Participants are on file with the Securities and Exchange <br />Commission. More information about DTC can be found at www.dtcc.com. <br />Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will <br />receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each <br />Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. <br />Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners <br />are, however, expected to receive written confirmations providing details of the transaction, as well as <br />periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial <br />Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished <br />by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. <br />Beneficial Owners will not receive certificates representing their ownership interests in the Bonds, except <br />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 <br />name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized <br />representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. <br />or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of <br />the actual Beneficial Owners of the Bonds; DTC’s records reflect only the identity of the Direct Participants <br />to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct <br />and Indirect 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 Participants to <br />Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be <br />governed by arrangements among them, subject to any statutory or regulatory requirements as may be in <br />effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the <br />transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, <br />defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of the Bonds <br />may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit <br />notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and <br />addresses 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 being redeemed, <br />DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such maturity <br />to be redeemed. <br />Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Bonds <br />unless authorized by a Direct Participant in accordance with DTC’s MMI procedures. Under its usual <br />procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The <br />Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose <br />accounts the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). <br />Redemption proceeds, distributions, and dividend 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 practice is to <br />credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from <br />the City or its agent on the payable date in accordance with their respective holdings shown on DTC’s <br />records. Payments by Participants to Beneficial Owners will be governed by standing instructions and <br />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 of DTC or the City, <br />subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of <br />redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may <br />be requested by an authorized representative of DTC) is the responsibility of the City or its agent, <br />disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement <br />of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.