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by a number of Direct Participants of DTC and Members of the National Securities Clearing <br />Corporation, Fixed Income Clearing Corporation, and Emerging Markets Clearing Corporation <br />(NSCC, FICC, 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 <br />clear through or maintain a custodial relationship with a Direct Participant, either directly or <br />indirectly ( "Indirect Participants "). On August 8, 2011, Standard & Poor's downgraded its rating <br />of DTC from AAA to AA +. The DTC Rules applicable to its Participants are on file with the <br />Securities and Exchange Commission. More information about DTC can be found at <br />www.dtcc.com and www.dtc.org. <br />3. Purchases of Bonds under the DTC system must be made by or through Direct <br />Participants, which will receive a credit for the Bonds on DTC's records. The ownership interest <br />of each actual purchaser of each Bond ( "Beneficial Owner ") is in turn to be recorded on the <br />Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation <br />from DTC of their purchase. Beneficial Owners are, however, expected to receive written <br />confirmations providing details of the transaction, as well as periodic statements of their <br />holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into <br />the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries <br />made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. <br />Beneficial Owners will not receive certificates representing their ownership interests in Bonds, <br />except in the event that use of the book -entry system for the Bonds is discontinued. <br />4. 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 Bonds with DTC and <br />their registration in the name of Cede & Co. or such other nominee do not effect any change in <br />beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; <br />DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds <br />are credited, which may or may not be the Beneficial Owners. The Direct and Indirect <br />Participants will remain responsible for keeping account of their holdings on behalf of their <br />customers. <br />5. Conveyance of notices and other communications by DTC to Direct Participants, by <br />Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to <br />Beneficial Owners will be governed by arrangements among them, subject to any statutory or <br />regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may <br />wish to take certain steps to augment transmission to them of notices of significant events with <br />respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the <br />security documents. For example, Beneficial Owners of Bonds may wish to ascertain that the <br />nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to <br />Beneficial Owners, in the alternative, Beneficial Owners may wish to provide their names and <br />addresses to the registrar and request that copies of the notices be provided directly to them. <br />6. 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 />7. Neither DTC nor Cede & Co. (nor such 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 />G -2 <br />