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<br />APPENDIX H
<br />
<br />BOOK-ENTRY ONLY SYSTEM
<br />
<br />The following description of the Depository Trust Company ("DTC"), the procedures and
<br />record keeping with respect to beneficial ownership interests in the Certificates, payment of
<br />principal, interest and other payments on the Certificates to DTC Participants or Beneficial
<br />Owners, confirmation and transfer of beneficial ownership interest in the Certificates and other
<br />related transactions by and between DTC, the DTC Participants and the Beneficial Owners is
<br />based solely on information provided by DTC. Accordingly, no representations can be made
<br />concerning these matters and neither the DTC Participants nor the Beneficial Owners should
<br />rely on the foregoing information with respect to such matters, but should instead confirm the
<br />same with DTC or the DTC Participants, as the case may be. Neither the issuer of the
<br />Certificates (the "Issuer'') nor the trustee or fiscal agent appointed with respect to the
<br />Certificates (the "Trustee'') take any responsibility for the information contained in this Appendix.
<br />
<br />No assurances can be given that DTC, DTC Participants or Indirect Participants will
<br />distribute to the Beneficial Owners (a) payments of interest, principal or premium, if any, with
<br />respect to the Certificates, (b) certificates representing ownership interest in or other
<br />confirmation or ownership interest in the Certificates, or (c) redemption or other notices sent to
<br />DTC or Cede & Co., its nominee, as the registered owner of the Certificates, or that they will so
<br />do on a timely basis, or that DTC, DTC Participants or DTC Indirect Participants will act in the
<br />manner described in this Appendix. The current "Rules" applicable to DTC are on file with the
<br />Securities and Exchange Commission and the current "Procedures" of DTC to be followed in
<br />dealing with DTC Participants are on file with DTC.
<br />
<br />Dre and its Participants. The Depository Trust Company ("DTC"), New York, NY, will
<br />act as securities depository for the Certificates. The Certificates will be issued as fully-
<br />registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such
<br />other name as may be requested by an authorized representative of DTC. One fully-registered
<br />security certificate will be issued for each maturity of the Certificates, each in the aggregate
<br />principal amount of such maturity, and will be deposited with DTC.
<br />
<br />DTC, the world's largest depository, is a limited-purpose trust company organized under
<br />the New York Banking Law, a "banking organization" within the mea-ning of the New York
<br />Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the
<br />meaning of the New York Uniform Commercial Code, and a "clearing agency" registered
<br />pursuant to the provisions of Section 17 A of the Securities Exchange Act of 1934. DTC holds
<br />and provides asset servicing for over 2 million issues of U.S. and non-U.S. equity issues,
<br />corporate and municipal debt issues, and money market instruments from over 85 countries that
<br />DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade
<br />settlement among Direct Participants of sales and other securities transactions in deposited
<br />securities, through electronic computerized book-entry transfers and pledges between Direct
<br />Participants' accounts. This eliminates the need for physical movement of securities certificates.
<br />Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust
<br />companies, clearing corporations, and certain other organizations. DTC is a wholly-owned
<br />subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC, in turn, is owned
<br />by a number of Direct Participants of DTC and Members of the National Securities Clearing
<br />Corporation, Government Securities Clearing Corporation, MBS Clearing Corporation, and
<br />Emerging Markets Clearing Corporation, (respectively, nNSCC", "GSCC", "MBSCC", and
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<br />H-1
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