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<br />APPENDIX E
<br />
<br />DTC AND THE BOOK-ENTRY ONLY SYSTEM
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<br />The following description of the Depository Trust Company ('V TC'ï, the procedures and
<br />record keeping with respect to beneficial ownership interests in the Bonds, payment of principa~
<br />interest and other payments on the Bonds to OTC Participants or Beneficial Owners,
<br />confirmation and transfer of beneficial ownership interest in the Bonds and other related
<br />transactions by and between OTC, the OTC Participants and the Beneficial Owners is based
<br />solely on information provided by OTC. Accordingly, the issuer of the Bonds (the "Issuer'ï
<br />makes no representations concerning these matters and neither the OTC Participants nor the
<br />Beneficial Owners should rely on the foregoing information with respect to such matters, but
<br />should instead confirm the same with OTC or the OTC Participants, as the case may be.
<br />
<br />No assurances can be given that OTC, OTC Participants or Indirect Participants will
<br />distribute to the Beneficial Owners (a) payments of interest principal or premium, if any, with
<br />respect to the Bonds, (b) certificates representing ownership interest in or other confirmation or
<br />ownership interest in the Bonds, or (c) redemption or other notices sent to OTC or Cede & Co.,
<br />its nominee, as the registered owner of the Bonds, or that they will so do on a timely basis, or
<br />that OTC, OTC Participants or OTC Indirect Participants will act in the manner described in this
<br />Appendix. The current "Rules" applicable to OTC are on file with the Securities and Exchange
<br />Commission and the current "Procedures" of OTC to be followed in dealing with OTC
<br />Participants are on file with DTC.
<br />
<br />DTC and its Participants. The Depository Trust Company ("OTC"), New York, NY, will
<br />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
<br />name as may be requested by an authorized representative of DTC. One fully-registered
<br />security certificate will be issued for each maturity of the Bonds, each in the aggregate principal
<br />amount of such maturity, and will be deposited with DTC.
<br />
<br />DTC, the world's largest depository, is a limited-purpose trust company organized under
<br />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 17 A 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 post-
<br />trade settlement among Direct Participants of sales and other securities transactions in
<br />deposited securities, through electronic computerized book-entry transfers and pledges
<br />between Direct Participants' accounts. This eliminates the need for physical movement of
<br />securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and
<br />dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is
<br />a 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
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