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• of the Securities Exchange Act of 1934. DTC holds securities that its participants ("Direct <br /> Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct <br /> Participants of sales and other securities transactions in deposited securities, through electronic <br /> computerized book-entry transfers and pledges between Direct Participants' accounts. This <br /> eliminates the need for physical movement of securities certificates. Direct Participants include <br /> both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing <br /> corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The <br /> Depository Trust & Closing Corporation ("DTCC"). DTCC is the holding company for DTC, <br /> National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which <br /> are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. <br /> Access to the DTC system is also available to others such as both U.S. and non-U.S. securities <br /> brokers and dealers, banks, trust companies and clearing corporations that clear through or <br /> maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect <br /> Participants"). The DTC Rules applicable to its Participants are on file with the Securities and <br /> Exchange Commission. More information about DTC can be found at www.dtcc.com and <br /> www.dtc.ore. <br /> Purchases of Bonds under the DTC system must be made by or through Direct Participants, <br /> which will receive a credit for the Bonds on DTC's records. The ownership interest of each <br /> actual purchaser of each Bond(referred to herein as "Beneficial Owner") is in turn to be recorded <br /> on the Direct and Indirect Participants' records. Beneficial Owners will not receive written <br /> confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive <br /> written confirmations providing details of the transaction, as well as periodic statements of their <br /> holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into <br /> the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries <br /> made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners <br /> will not receive certificates representing their ownership interest in Bonds, except in the event <br /> • that use of the book-entry system for the Bonds is discontinued. <br /> To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are <br /> registered in the name of DTC's partnership nominee, Cede&Co. or such other name as may be <br /> requested by an authorized representative of DTC. The deposit of Bonds with DTC and their <br /> registration in the name of Cede & Co. or such other DTC nominee do not effect any change in <br /> beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; <br /> DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds <br /> are credited, which may or may not be the Beneficial Owners. Direct and Indirect Participants <br /> will remain responsible for keeping account of their holdings on behalf of 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 will be sent to Cede & Co. If fewer than all of the Bonds are being <br /> redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct <br /> Participant to be redeemed. <br /> Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to <br /> the Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. <br /> Under its usual procedures, DTC mails an Omnibus Proxy to the Trustee as soon as possible <br /> after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to <br /> those Direct Participants to whose accounts the Bonds are credited on the record date(identified <br /> in a listing attached to the Omnibus Proxy). <br /> • <br /> 3 <br />