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indirectly ("Indirect Participants"). DTC has Standard & Poor's highest rating: AAA. The DTC <br />Rules applicable to its Participants are on file with the Securities and Exchange Commission. <br />More information about DTC can be found at www.dtcc.com. <br />Book-Entry Only System. Purchases of the Bonds under the DTC system must be made <br />by or through Direct Participants, which will receive a credit for the Bonds on DTC's records. <br />The ownership interest of each actual purchaser of each Security ("Beneficial Owner") is in turn <br />to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not <br />receive written confirmation from DTC of their purchase. Beneficial Owners are, however, <br />expected to receive written confirmations providing details of the transaction, as well as <br />periodic statements of their holdings, from the Direct or Indirect Participant through which the <br />Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are <br />to be accomplished by entries made on the books of Direct and Indirect Participants acting on <br />behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their <br />ownership interests in the Bonds, except in the event that use of the book-entry system for the <br />Bonds is discontinued. <br />To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC <br />are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as <br />may be requested by an authorized representative of DTC. The deposit of the Bonds with DTC <br />and 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 />Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts <br />such Bonds 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 <br />Direct Participants to Indirect Participants, and by Direct Participants and Indirect <br />Participants to Beneficial Owners will be governed by arrangements among them, subject to any <br />statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of <br />the Bonds may wish to take certain steps to augment the transmission to them of notices of <br />significant events with respect to the Bonds, such as redemptions, tenders, defaults, and <br />proposed amendments to the Security documents. For example, Beneficial Owners of the <br />Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to <br />obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may <br />wish to provide their names and addresses to the registrar and request that copies of 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 <br />are being redeemed, DTC's practice is to determine by lot the amount of the interest of each <br />Direct Participant in such issue to be redeemed. <br />Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with <br />respect to the Bonds unless authorized by a Direct Participant in accordance with DTC's <br />Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the issuer as soon as <br />possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting <br />rights to those Direct Participants to whose accounts the Bonds are credited on the record date <br />(identified in a listing attached to the Omnibus Proxy). <br />Payments of principal of, premium, if any, and interest evidenced by the Bonds will be <br />made to Cede & Co., or such other nominee as may be requested by an authorized <br />representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's <br />receipt of funds and corresponding detail information from the Issuer or the Trustee, on payable <br />G -2 <br />