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Purchases of Obligations under the DTC system must be made by or through Direct <br />Participants, which will receive a credit for the Obligations on DTC's records. The ownership <br />interest of each actual purchaser of each Obligation ( "Beneficial Owner ") is in turn to be <br />recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive <br />written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to <br />receive written confirmations providing details of the transaction, as well as periodic statements <br />of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner <br />entered into the transaction. Transfers of ownership interests in the Obligations are to be <br />accomplished by entries made on the books of Direct and Indirect Participants acting on behalf <br />of Beneficial Owners. Beneficial Owners will not receive certificates representing their <br />ownership interests in the Obligations, except in the event that use of the book -entry system for <br />the Obligations is discontinued. <br />To facilitate subsequent transfers, all Obligations deposited by Direct Participants with DTC are <br />registered in the name of DTC's partnership nominee, Cede & Co., or such other name as <br />requested by an authorized representative of DTC. The deposit of Obligations with DTC and <br />their registration in the name of Cede & Co. or such other DTC nominee do not effect any <br />change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the <br />Obligations; DTC's records reflect only the identity of the Direct Participants to whose accounts <br />such Obligations are credited, which may or may not be the Beneficial Owners. The Direct and <br />Indirect Participants will remain responsible for keeping account of their holdings on behalf of <br />their customers. <br />Conveyance of notices and other communications by DTC to Direct Participants, by Direct <br />Participants to Indirect Participants, and by Direct Participants and Indirect Participants to <br />Beneficial Owners will be governed by arrangements among them, subject to any statutory or <br />regulatory requirements as may be in effect from time to time. <br />Redemption notices shall be sent to DTC. If less than all of the Obligations within a maturity are <br />being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct <br />Participant in such maturity to be redeemed. <br />Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to <br />the Obligations unless authorized by a Direct Participant in accordance with DTC's procedures. <br />Under its usual procedures, DTC mails an Omnibus Proxy to the Issuer or Bond Registrar as <br />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 Obligations are credited on the <br />record date (identified in a listing attached to the Omnibus Proxy). <br />Payment of principal, interest, and redemption premium, if any, on the Obligations will be made <br />to Cede & Co. or such other nominee as may be requested by an authorized representative of <br />DTC. DTC's practice is to credit Direct Participants' accounts, upon DTC's receipt of funds and <br />corresponding detail information from the Issuer or its agent on the payable date in accordance <br />with their respective holdings shown on DTC's records. Payments by Participants to Beneficial <br />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 <br />will be the responsibility of such Participant and not of DTC (nor its nominee), the Bond <br />Registrar, or the Issuer, subject to any statutory or regulatory requirements as may be in effect <br />from time to time. Payment of principal, interest, and redemption premium, if any, to Cede & <br />Co. (or such other nominee as may be requested by an authorized representative of DTC) is the <br />responsibility of the Bond Registrar, Issuer, or the Issuer's agent. Disbursement of such <br />payments to Direct Participants will be the responsibility of DTC, and disbursement of such <br />payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. <br />3 <br />