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APPENDIX G
<br />BOOK ENTRY ONLY SYSTEM
<br />The following description of the Depository Trust Company ("DTC"), the procedures and
<br />record keeping with respect to beneficial ownership interests in the Bonds, payment of principal, interest
<br />and other payments on the Bonds to DTC Participants or Beneficial Owners, confirmation and transfer
<br />of beneficial ownership interest in the Bonds and other related transactions by and between DTC, the
<br />DTC Participants and the Beneficial Owners is based solely on information provided by DTC.
<br />Accordingly, no representations can be made concerning these matters and neither the DTC Participants
<br />nor the Beneficial Owners should rely on the foregoing information with respect to such matters, but
<br />should instead confirm the same with DTC or the DTC Participants, as the case may be. Neither the
<br />issuer of fhe Bonds (the "Issuer") nor the trustee or fiscal agent appointed with respect to the Bonds
<br />(the "Trustee") take any responsibility for the information contained in this Appendix.
<br />No assurances can be given that DTC, DTC Participants or Indirect Participants will distribute
<br />to the Beneficial Owners (a) payments of interest, principal or premium, if any, with respect to the
<br />Bonds, (b) certificates representing ownership interest in or other confirmation or ownership interest in
<br />the Bonds, or (c) redemption or other notices sent to DTC or Cede ~ Co., its nominee, as the registered
<br />owner of the Bonds, or that they will so do on a timely basis, or that DTC, DTC Participants or DTC
<br />Indirect Participants will act in the manner described in this Appendix. The current "Rules" applicable
<br />to DTC are on file with the Securities and Exchange Commission and the current "Procedures" of DTC
<br />to be followed in dealing with DTC Participants are on file with DTC.
<br />DTC and its Participants. The Depository Trust Company ("DTC"), New York, NY,
<br />will act as securities depository for the Bonds. The Bonds will be issued as fully-registered
<br />securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name
<br />as may be requested by an authorized representative of DTC. One fully-registered security
<br />certificate will be issued for each maturity of the Bonds, each in the aggregate principal amount
<br />of such maturity, and will be deposited with DTC.
<br />DTC, the world's largest depository, is alimited-purpose trust company organized
<br />under the New York Banking Law, a "banking organization" within the meaning 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 17A 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
<br />that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the
<br />post-trade settlement among Direct Participants of sales and other securities transactions in
<br />deposited securities, through electronic computerized book-entry transfers and pledges between
<br />Direct Participants' accounts. This eliminates the need for physical movement of securities
<br />certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers,
<br />banks, trust companies, clearing corporations, and certain other organizations. DTC is a
<br />wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC, in
<br />turn, is owned by a number of Direct Participants of DTC and Members of the National
<br />Securities Clearing Corporation, Government Securities Clearing Corporation, MBS Clearing
<br />Corporation, and Emerging Markets Clearing Corporation, (respectively, "NSCC", "GSCC",
<br />"MBSCC", and "EMCC", also subsidiaries of DTCC), as well as by the New York Stock
<br />Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities
<br />Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and non-
<br />U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear
<br />through or maintain a custodial relationship with a Direct Participant, either directly or
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