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<br />1----- <br /> <br />DTC was created to hold securities of its participants (the "DTC Participants") and to facilitate the clearance <br />and settlement of securities transactions among DTC Participants in such securities through electronic book- <br />entry changes in accounts of the DTC Participants, thereby eliminating the need for physical movement of secu- <br />rities Bonds. DTC Participants include securities brokers and dealers, banks, trust companies, clearing corpora- <br />tions, and certain other organizations, some of whom (and/or their representatives) own DTC. Access to the <br />DTC system is also available to others such as banks, brokers, dealers, and trust companies that clear through or <br />maintain a custodial relationship with DTC Participants, either directly or indirectly (the "Indirect Participants"). <br /> <br />The interest of each of the Beneficial Owners of the Bonds will be recorded through the records of a DTC Par- <br />ticipant or Indirect Participant. Each DTC Participant will receive a credit balance on the records of DTC. <br />Individual purchases will be made in the denomination of $5,000 or any whole multiple thereof. Beneficial <br />owners of Bonds will receive a written confirmation of their purchases providing details of the Bonds acquired. <br />Beneficial owners of Bonds will not receive Bonds representing their ownership interest in the Bonds, except as <br />specifically provided below. <br /> <br />Transfers of beneficial ownership interest in the Bonds will be accomplished by book entries made by DTC and, <br />in turn, by the DTC Participants who act on behalf of the Indirect Participants and the Beneficial Owners of <br />Bonds. For every transfer and exchange of beneficial ownership of Bonds, the beneficial owner may be charged <br />a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto. The <br />City will make payments of principal and interest on the Bonds to DTe or its nominee, Cede & Co., as regis- <br />tered owner of the Bonds. Upon receipt of moneys, DTC's current practice is to immediately credit the accounts <br />of the DTC Participants in accordance with their respective holdings shown on the records of DTC. Payments <br />by DTC Participants and Indirect Participants to Beneficial Owners will be governed by standing instructions <br />and customary practices such as those which are now the case for municipal securities held in bearer form or <br />registered in "street name" for the accounts of customers and will be the responsibility of such DTC Participants <br />or Indirect Participants and not the responsibility of DTC or the Issuer, subject to any statutory and regulatory <br />requirements as may be in effect from time to time. <br /> <br />(Remainder of page left intentional(v blank) <br /> <br />I <br /> <br />-11- <br />