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Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Series 2004 Certificates unless authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon a:~ possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights tc those Direct Participants to whose accounts the Series 2004 Certificates are credited on the record date (identified in a listing attached to the Omnibus Proxy). So long as any Series 2004 Certificate is registered in the name of DTC's nominee, all payments of principal of, premium, if any, and interest on the Series 2004 Certificate., will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the City or the Trustee, on the payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC nor its nominee, the Trustee, or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal of, premium, if any, and interest on the Series 2004 Certificates to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the City or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect ?articipants. DTC may discontinue providing its services as a depository with respect to the Series 2004 Certificates at any time by giving reasonable notice to the City or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, certificates are required to be printed and delivered. The City may decide, subject to the requirements of the Operational Arrangements of DTC, to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, certificates will be printed and delivered. NEITHER THE CITY NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO SUCH PARTICIPANTS OR THE PERSON3 FOR WHOM THEY ACT AS NOMINEES WITH RESPECT TO THE PAYMENTS TO OR THE PROVIDING OF NOTICE FOR THE PARTICIPANTS, THE INDIRECT PARTICIPANTS OR THE BENEFICIAL OWNERS. Transfer Outside Book-Entry Only System If the book-entry only system described above under the cap:ion "Book-Entry Only System" is discontinued the following provisions would apply. Each Series 2034 Certificate when issued shall be registered by the Trustee in the name of the owner thereof on the Register. The Series 2004 Certificates are transferable only upon the Register upon presentation and surrender of the Series 2004 Certificates, together with instructions for transfer. The Series 2004 Certificates may be exchanged for Series 2004 Certificates in the same aggregate principal amount and maturity upon presentation to the Trustee, subject to the terms, conditions and limitations set forth in the Indenture and upon payment of any tax, fee or other governmental charge required to be paid with respect to any such registration, transfer or exchange. Prepayment Provisions Optional Prepayment. The Series 2004 Certificates with state.] payment dates of February 1, 2014 and thereafter are subject to prepayment on February 1, 2013 and thereafter, (1) in whole, at any time, if the City exercises its option to purchase the Trustee's interest in the Leased Property and deposits an amount sufficient to effect such purchase pursuant to the Lease on the applicable Optional Prepayment Date, or (2) in part, on any Payment Date, if the City prepays additional Base Rentals pt.rsuant to the Lease. Any prepayment of the Series 2004 Certificates pursuant to this paragraph will be at the prepayment price of 100% of the -6-