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date in accordance with their respective holdings shown on DTC's records. Payments by <br />Participants to Beneficial Owners will be governed by standing instructions and customary <br />practices, as is the case with securities held for the accounts of customers in bearer form or <br />registered in "street name," and will be the responsibility of such Participant and not of DTC <br />(nor its nominee), the Issuer or the Trustee, subject to any statutory or regulatory requirements <br />as may be in effect from time to time. Payment of principal of, premium, if any, and interest <br />evidenced by the Bonds to Cede & Co. (or such other nominee as may be requested by an <br />authorized representative of DTC) is the responsibility of the Issuer or the Trustee, <br />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 <br />Indirect Participants. <br />DTC may discontinue providing its services as depository with respect to the Bonds at <br />any time by giving reasonable notice to the Issuer or the Trustee. Under such circumstances, in <br />the event that a successor depository is not obtained, Security certificates are required to be <br />printed and delivered. <br />The Issuer may decide to discontinue use of the system of book-entry transfers through <br />DTC (or a successor securities depository). In that event, Bond certificates will be printed and <br />delivered. <br />Discontinuance of DTC Services. In the event that (a) DTC determines not to continue <br />to act as securities depository for the Bonds, or (b) the Issuer determines that DTC will no <br />longer so act and delivers a written certificate to the Trustee to that effect, then the Issuer will <br />discontinue the Book-Entry Only System with DTC for the Bonds. If the Issuer determines to <br />replace DTC with another qualified securities depository, the Issuer will prepare or direct the <br />preparation of a new single separate, fully registered Bond for each maturity of the Bonds <br />registered in the name of such successor or substitute securities depository as are not <br />inconsistent with the terms of the indenture or fiscal agent agreement executed in connection <br />with the Bonds. If the Issuer fails to identify another qualified securities depository to replace <br />the incumbent securities depository for the Bonds, then the Bonds will no longer be restricted to <br />being registered in the Bond registration books in the name of the incumbent securities <br />depository or its nominee, but will be registered in whatever name or names the incumbent <br />securities depository or its nominee transferring or exchanging the Bonds designates. <br />If the Book-Entry Only System is discontinued, the following provisions would also <br />apply: (i) the Bonds will be made available in physical form, (ii) principal of, and redemption <br />premiums, if any, on, the Bonds will be payable upon surrender thereof at the corporate trust <br />office of the Trustee, (iii) interest on the Bonds will be payable by check mailed by first-class <br />mail or, upon the written request of any Owner of $1,000,000 or more in aggregate principal <br />amount of Bonds received by the Trustee on or prior to the 15th day of the calendar month <br />immediately preceding the interest payment date, by wire transfer in immediately available <br />funds to an account with a financial institution within the continental United States of America <br />designated by such Owner, and (iv) the Bonds will be transferable and exchangeable as <br />provided in the indenture or fiscal agent agreement executed in connection with the Bonds. <br />G -3 <br />