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identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be <br /> the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account <br /> 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 Beneficial <br /> Owners will be governed by arrangements among them, subject to any statutory or regulatory <br /> requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain <br /> steps to augment the transmission to them of notices of significant events with respect to the Bonds, such <br /> as redemptions, tenders, defaults and proposed amendments to the Bond documents. For example, <br /> Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit <br /> has agreed to obtain and transmit notices to Beneficial Owners. In the alternative,Beneficial Owners may <br /> wish to provide their names and addresses to the Trustee and request that copies of the notices be <br /> provided directly to them. <br /> Redemption notices shall be sent to DTC. If less than all of the Bonds within an issue are being <br /> redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in <br /> such issue 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. Under <br /> its usual procedures, DTC mails an Omnibus Proxy to the Issuer as soon as possible after the record date. <br /> The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to <br /> whose accounts the Bonds are credited on the record date (identified in a listing attached to the Omnibus <br /> Proxy). <br /> Redemption proceeds, distributions and dividend payments on the Bonds will be made to Cede& <br /> Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice <br /> is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail <br /> information from the Issuer or Trustee on the payable date in accordance with their respective holdings <br /> shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing <br /> instructions and customary practices, as is the case with securities held for the accounts of customers in <br /> bearer form or registered in "street name," and will be the responsibility of such Participant and not of <br /> DTC, the Trustee, or the Issuer, subject to any statutory or regulatory requirements as may be in effect <br /> from time to time. Payment of redemption proceeds, distributions and dividend payments to Cede& Co. <br /> (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility <br /> of the Issuer, disbursement of such payments to Direct Participants will be the responsibility of DTC, and <br /> disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect <br /> Participants. <br /> A Beneficial Owner shall give notice to elect to have its Bonds purchased or tendered,through its <br /> Participant, to the Trustee, and shall effect delivery of such Bonds by causing the Direct Participant to <br /> transfer the Participant's interest in the Bonds, on DTC's records, to the Trustee. The requirement for <br /> physical delivery of the Bonds in connection with an optional tender or a mandatory purchase will be <br /> deemed satisfied when the ownership rights in the Bonds are transferred by Direct Participants on DTC's <br /> records and followed by a book-entry credit of tendered Securities to the Trustee's DTC account. <br /> DTC may discontinue providing its services as depository with respect to the Bonds at any time <br /> by giving reasonable notice to the Issuer or the Trustee. Under such circumstances, in the event that a <br /> successor depository is not obtained,Bond certificates are required to be printed and delivered. <br /> B-2 <br />