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Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to 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 />8. Redemption proceeds, distributions, and interest payments on the Bonds will be made <br />to Cede & Co., or such other nominee as may be requested by an authorized representative of <br />DTC. DTC's practice is to credit Direct Participants' accounts, upon DTC's receipt of funds and <br />corresponding detail information from Issuer or Agent on payable date in accordance with their <br />respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners <br />will be governed by standing instructions and customary practices, as is the case with securities <br />held for the accounts of customers in bearer form or registered in "street name," and will be the <br />responsibility of such Participant and not of DTC nor its nominee, Agent, or Issuer, subject to <br />any statutory or regulatory requirements as may be in effect from time to time. Payment of <br />redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other <br />nominee as may be requested by an authorized representative of DTC) is the responsibility of <br />Issuer or Agent, disbursement of such payments to Direct Participants will be the responsibility <br />of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility <br />of Direct and Indirect Participants. <br />9. DTC may discontinue providing its services as securities depository with respect to <br />the Bonds at any time by giving reasonable notice to Issuer or Agent. Under such <br />circumstances, in the event that a successor securities depository is not obtained, security <br />certificates are required to be printed and delivered. <br />10. Issuer may decide to discontinue use of the system of book - entry -only transfers <br />through DTC (or a successor securities depository). In that event, security certificates will be <br />printed and delivered to DTC. <br />11. The information in this section concerning DTC and DTC's book -entry system has <br />been obtained from sources that Issuer believes to be reliable, but Issuer takes no responsibility <br />for the accuracy thereof. <br />G -3 <br />