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their ownership interests in Bonds, except in the event that use of the book -entry system for the Bonds is <br />discontinued. <br />To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in <br />the 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. or such <br />other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual <br />Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose <br />accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect <br />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 <br />to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed <br />by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time <br />to time. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices <br />of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments <br />to the Indenture. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the <br />Bonds for their benefit will agree to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial <br />Owners may wish to provide their names and addresses to the registrar and request that copies of notices be <br />provided directly to them. <br />Redemption notices shall be sent to DTC. If less than all of the Bonds within an issue are being redeemed, <br />DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be <br />redeemed. <br />Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds <br />unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, <br />DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns <br />Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts Bonds are credited on the <br />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., <br />or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit <br />Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the City or <br />the Trustee, on payable date in accordance with their respective holdings shown on DTC's records. Payments by <br />Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case <br />with securities held for the accounts of customers in bearer form or registered in "street name," and will be the <br />responsibility of such Participant and not of DTC, the Trustee, or the City, subject to any statutory or regulatory <br />requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend <br />payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is <br />the responsibility of the City or the Trustee, disbursement of such payments to Direct Participants will be the <br />responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of <br />Direct and Indirect Participants. <br />The City may decide to discontinue use of the system of book -entry -only transfers through DTC (or a <br />successor securities depository). In that event, bond certificates will be printed and delivered to DTC. <br />NEITHER THE CITY NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR <br />OBLIGATION TO DTC PARTICIPANTS, INDIRECT PARTICIPANTS OR BENEFICIAL OWNERS WITH <br />RESPECT TO THE PAYMENTS OR THE PROVIDING OF NOTICE TO DTC PARTICIPANTS, INDIRECT <br />PARTICIPANTS OR BENEFICIAL OWNERS OR THE SELECTION OF BONDS FOR REDEMPTION. <br />55.43117 <br />