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Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect <br />Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by <br />arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to <br />time. [Beneficial Owners of Securities may wish to take certain steps to augment the transmission to them of <br />notices of significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed <br />amendments to the Security documents. For example, Beneficial Owners of Securities may wish to ascertain that <br />the nominee holding the Securities for their benefit has agreed to obtain and transmit notices to Beneficial Owners. <br />In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request <br />that copies of notices be provided directly to them.] <br />6. Redemption notices shall be sent to DTC. If less than all of the Securities 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 />7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Securities unless <br />authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC <br />mails an Omnibus Proxy to City as soon as possible after the record date. The Omnibus Proxy assigns Cede & <br />Co.'s consenting or voting rights to those Direct Participants to whose accounts Securities are credited on the <br />record date (identified in a listing attached to the Omnibus Proxy). <br />8. Redemption proceeds, distributions, and dividend payments on the Securities will be made to Cede & Co., or such <br />other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct <br />Participants' accounts upon DTC's receipt of funds and corresponding detail information from the City or Agent, <br />on payable date in 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 the case with <br />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, Agent, 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 Agent, 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 />A Beneficial Owner shall give notice to elect to have its Securities purchased or tendered, through its Participant, <br />to [Tender/Remarketing] Agent, and shall effect delivery of such Securities by causing the Direct Participant to <br />transfer the Participant's interest in the Securities, on DTC's records, to [Tender/Remarketing] Agent. The <br />requirement for physical delivery of Securities in connection with an optional tender or a mandatory purchase will <br />be deemed satisfied when the ownership rights in the Securities are transferred by Direct Participants on DTC's <br />records and followed by a book -entry credit oftendered Securities to [Tender/Remarketing] Agent's DTC account. <br />10. DTC may discontinue providing its services as depository with respect to the Securities at any time by giving <br />reasonable notice to the City or Agent. Under such circumstances, in the event that a successor depository is not <br />obtained, Security certificates are required to be printed and delivered. <br />11. The City may decide to discontinue use of the system of book -entry -only transfers through DTC (or a successor <br />securities depository). In that event, Security certificates will be printed and delivered to DTC. <br />12. The information in this section concerning DTC and DTC's book -entry system has been obtained from sources <br />that the City believes to be reliable, but the City takes no responsibility for the accuracy thereof. <br />C-2 <br />