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To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in <br />the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized <br />representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such <br />other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual <br />Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose <br />accounts such Bonds 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 customers. <br />Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants <br />to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be <br />governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect <br />from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to <br />them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and <br />proposed amendments to the Indenture. For example, Beneficial Owners of Bonds may wish to ascertain that the <br />nominee holding the Bonds for their benefit will agree to obtain and transmit notices to Beneficial Owners. In <br />the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request <br />that copies of notices be provided directly to them. <br />Redemption notices shall be sent to DTC. If less than all of the Bonds within an issue are being <br />redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such <br />issue to be redeemed. <br />Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds <br />unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual <br />procedures, DTC mails an Omnibus Proxy to the Successor Agency as soon as possible after the record date. <br />The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose <br />accounts Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). <br />Redemption proceeds, distributions, and dividend payments on the Bonds will be made to Cede & Co., <br />or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit <br />Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the <br />Successor Agency or the Trustee, on payable date in accordance with their respective holdings shown on DTC's <br />records. Payments by Participants to Beneficial Owners will be governed by standing instructions and <br />customary practices, as is the case with securities held for the accounts of customers in bearer form or registered <br />in "street name," and will be the responsibility of such Participant and not of DTC, the Trustee, or the Successor <br />Agency, subject to 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 nominee as may be <br />requested by an authorized representative of DTC) is the responsibility of the Successor Agency or the Trustee, <br />disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of <br />such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. <br />The Successor Agency may decide to discontinue use of the system of book - entry-only transfers <br />through DTC (or a successor securities depository). In that event, bond certificates will be printed and delivered <br />to DTC. <br />NEITHER THE SUCCESSOR AGENCY NOR THE TRUSTEE WILL HAVE ANY <br />RESPONSIBILITY OR OBLIGATION TO DTC PARTICIPANTS, INDIRECT PARTICIPANTS OR <br />BENEFICIAL OWNERS WITH RESPECT TO THE PAYMENTS OR THE PROVIDING OF NOTICE TO <br />DTC PARTICIPANTS, INDIRECT PARTICIPANTS OR BENEFICIAL OWNERS OR THE SELECTION OF <br />BONDS FOR REDEMPTION. <br />DTC (or a successor securities depository) may discontinue providing its services as securities <br />depository with respect to the Bonds at any time by giving reasonable notice to the Successor Agency. The <br />Successor Agency, in its sole discretion and without the consent of any other person, may terminate the services <br />of DTC (or a successor securities depository) with respect to the Bonds. The Successor Agency undertakes no <br />E -2 <br />