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<br /> Jd9ßM <br /> Book-Entry-Only System <br /> The Depository Trust Company ("DTC"), New York, New York, will act as securities depository for the Bonds. The Bonds <br /> will be issued as fully-registered securities registered in the name of Cede & Co. COTC's partnership norrùnee). One fully- <br /> registered certificate will be issued for each maturity of the Bonds in the aggregate principal amount of such maturity, and will <br /> be deposited with DTC. <br /> DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the <br /> meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning <br /> of the New York 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. DTC <br /> also facilitat=s the settlement among Participants of securities transactions, such as transfers and pledges, in deposited securities <br /> through electronic computerized book-entry changes in Participants' accounts, thereby eliminating the need for physical <br /> movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing <br /> corporations, and certain other organizations. DTC is owned by a number of its Direct Participants and by the New York Stock- <br /> Exchange, Inc., the American Stock Exchange, Inc., and the National Association of Securities Dealers, Inc. Access to the DTC <br /> system is also available to others such as securities brokers and dealers, banks, and trust comp-ames that clear through or <br /> maintain a custodial relationship with a Direct Participant, eith~r directly or indirectly ("Indirect Participants"). The Rules <br /> 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 from DTC <br /> of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as <br /> well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner 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 ownership <br /> 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 r~istered in the name of DTC's <br /> partnership nominee, 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 fur 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 arrangements among them, subject <br /> to any statutlJry 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 tlJ determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. <br /> . <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 those Direct Participants to whose accounts the Bonds aft~ credited on the record date (identified in a listing <br /> attached to the Omnibus 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 <br /> it will not re<.:eÎve 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 securitiès held for the accounts of customers in bèarer form or registered <br /> in "strèèt name," and will be the responsibility of such Participant and not of DTC, the Paying Agent/Registrar or the City, <br /> SUbjè~.t to any statutory or regulatory requirèments as may be in effect from time to timè. Payment of principal and interest to <br /> DTC is the responsibility of the City, disbursement of such payments to Direct Participants shall bè the responsibility of DTC, <br /> and disbursement of such payments to the Beneticial Owners shall be the responsibility of Direct and Indirect Participants. <br /> DTC may dis<.:ontinue providing its services as securities depository with respe<.:t to the Bonds at any time by giving reasonable <br /> noti<.:e to the City. Under such circumstances, in the event that a successor securities depository is not obtainèd, Bonds are <br /> required to be printed and delivered. <br /> 9 <br />