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MW4714
<br />APPENDIX E
<br />DTC AND THE BOOK -ENTRY ONLY SYSTEM
<br />The following description of the Depository Trust Company ("DTC the procedures
<br />and record keeping with respect to beneficial ownership interests in the Bonds, payment of
<br />principal, interest and other payments on the Bonds to DTC Participants or Beneficial Owners,
<br />confirmation and transfer of beneficial ownership interest in the Bonds and other related
<br />transactions by and between DTC, the DTC Participants and the Beneficial Owners is based
<br />solely on information provided by DTC. Accordingly, no representations can be made
<br />concerning these matters and neither the DTC Participants nor the Beneficial Owners should
<br />rely on the foregoing information with respect to such matters, but should instead confirm the
<br />same with DTC or the DTC Participants, as the case may be. Neither the issuer of the Bonds
<br />(the "Issuer ") nor the trustee or fiscal agent appointed with respect to the Bonds (the
<br />"Trustee ") take any responsibility for the information contained in this Appendix.
<br />No assurances can be given that DTC, DTC Participants or Indirect Participants will
<br />distribute to the BenefiicialOwners (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 DTC 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 DTC, DTC Participants or DTC Indirect Participants will act in the manner described in
<br />this Appendix. The current "Rules" applicable to DTC are on isle with the Securities and
<br />Exchange Commission and the current "Procedures" ofDTC to be followed in dealing with DTC
<br />Participants are on file with DTC.
<br />DTC and its Participants. The Depository Trust Company ( "DTC "), New York, NY,
<br />will 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 name
<br />as may be requested by an authorized representative of DTC. One fully- registered security
<br />certificate will be issued for each maturity of the Bonds, each in the aggregate principal amount
<br />of such maturity, and will be deposited with DTC.
<br />DTC, the world's largest depository, is a limited - purpose trust company organized
<br />under 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 17A of the Securities Exchange Act of 1934. DTC holds
<br />and provides asset servicing for over Z 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
<br />post -trade settlement among Direct Participants of sales and other securities transactions in
<br />deposited securities, through electronic computerized book -entry transfers and pledges between
<br />Direct Participants' accounts. This eliminates the need for physical movement of securities
<br />certificates. Direct Participants include both U.S. and non -U.S. securities brokers and dealers,
<br />banks, trust companies, clearing corporations, and certain other organizations. DTC is a
<br />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-
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