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MM-4 <br />Direct and Indirect Participants' records. Beneficial Owners will not receive written <br />confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive <br />written confirmations providing details of the transaction, as well as periodic statements of <br />their holdings from the Direct or Indirect Participant through which the Beneficial Owner <br />entered into the transaction. Transfers of ownership interests it the Bonds are to be <br />accomplished by entries made on the books of Direct and Indirect Parts: ipants acting on behalf <br />of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownfship <br />interests in the Bonds, except in the event that use of the book -entry system for the Bonds is <br />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 Bonds <br />may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain <br />and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to <br />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 are <br />being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct <br />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 Agency or the Trustee, on <br />payable date in accordance with their respective holdings shown on DTC's records. Payments <br />by 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 Trustee, or the Agency, 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 />G-2 <br />