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APPENDIX D <br /> DTC AND BOOK-ENTRY ONLY SYSTEM <br /> The information in this appendix concerning DTC and DTC's book-entry system has been obtained from <br /> DTC, and the Authority, the City and the Trustee take no responsibility for the accuracy thereof <br /> DTC will act as securities depository for the Bonds. The Bonds will be executed and delivered as <br /> fully-registered securities registered in the name of Cede& Co. (DTC's partnership nominee). One fully- <br /> registered bond will be executed and delivered for each year in which the Bonds mature in denominations equal <br /> to the aggregate principal amount of the Bonds maturing in that year, and will be deposited with DTC. So long <br /> as Cede & Co. is the registered owner of the Bonds, as nominee of DTC, references herein to the owners of the <br /> Bonds, shall mean Cede& Co. and shall not mean the actual purchasers of the Bonds (the "Beneficial <br /> Owners"). <br /> DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking <br /> organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a <br /> "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" <br /> registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. DTC <br /> holds securities that its participants ("DTC Participants") deposit with DTC. DTC also facilitates the settlement <br /> among DTC Participants of securities transactions, such as transfers and pledges, in deposited securities through <br /> electronic computerized book-entry changes in DTC Participants' accounts, thereby eliminating the need for <br /> physical movement of securities certificates. DTC Direct Participants include securities brokers and dealers, <br /> banks, trust companies, clearing corporations, and certain other organizations. DTC is owned by a number of <br /> its DTC Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc., <br /> and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others <br /> such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial <br /> relationship with a DTC Direct Participant, either directly or indirectly ("DTC Indirect Participants"). The <br /> Rules applicable to DTC and the DTC Participants are on file with the Securities and Exchange Commission. <br /> To facilitate subsequent transfers, all Bonds deposited by DTC Participants with DTC are registered in <br /> the name of DTC's partnership nominee, Cede & Co. The deposit of Bonds with DTC and their registration in <br /> the name of Cede & Co. effect no 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 DTC Direct Participants to <br /> whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The DTC <br /> Participants will remain responsible for keeping account of their holdings on behalf of their customers. <br /> Purchases of Bonds under the DTC system must be made by or through DTC Direct Participants, <br /> which will receive a credit for the Bonds on DTC's records. The ownership interest of each Beneficial Owner <br /> is in turn to be recorded on the DTC Direct and DTC Indirect Participants' records. Beneficial Owners will not <br /> receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written <br /> confirmations providing details of the transaction, as well as periodic statements of their holdings, from the <br /> DTC Direct or DTC Indirect Participant through which the Beneficial Owner entered into the transaction. <br /> Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of DTC <br /> Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing <br /> their ownership interests in the Bonds, except in the event that use of the book-entry system for the Bonds is <br /> discontinued. <br /> Conveyance of notices and other communications by DTC to DTC Direct Participants, by DTC Direct <br /> Participants to DTC Indirect Participants and by DTC Direct Participants and DTC Indirect Participants to the <br /> Beneficial Owners will be governed by arrangements among them, subject to any statutory and regulatory <br /> requirements as may be in effect from time to time. • <br /> D-1 <br />