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<br />C-2 <br />subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding <br />company for DTC, National Securities Clearing Corporation and Fixed Income Clearing <br />Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its <br />regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. <br />and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations <br />that clear through or maintain a custodial relationship with a Direct Participant, either directly or <br />indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules <br />applicable to its Participants are on file with the Securities and Exchange Commission. More <br />information about DTC can be found at www.dtcc.com and www.dtc.org. The information <br />contained on this Internet site is not incorporated herein by reference. <br /> <br />3. Purchases of Securities under the DTC system must be made by or through Direct <br />Participants, which will receive a credit for the Securities on DTC’s records. The ownership <br />interest of each actual purchaser of each Security (“Beneficial Owner”) is in turn to be recorded <br />on the 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 their <br />holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into <br />the transaction. Transfers of ownership interests in the Securities are to be accomplished by <br />entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial <br />Owners. Beneficial Owners will not receive certificates representing their ownership interests in <br />Securities, except in the event that use of the book-entry system for the Securities is discontinued. <br /> <br />4. To facilitate subsequent transfers, all Securities deposited by Direct Participants with <br />DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name <br />as may be requested by an authorized representative of DTC. The deposit of Securities 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 />Securities; DTC’s records reflect only the identity of the Direct Participants to whose accounts <br />such Securities 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 their <br />customers. <br /> <br />5. Conveyance of notices and other communications by DTC to Direct Participants, by <br />Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to <br />Beneficial Owners will be governed by arrangements among them, subject to any statutory or <br />regulatory requirements as may be in effect from time to time. Beneficial Owners of Securities <br />may wish to take certain steps to augment the transmission to them of notices of significant events <br />with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments <br />to the Security documents. For example, Beneficial Owners of Securities may wish to ascertain <br />that the nominee holding the Securities for their benefit has agreed to obtain and transmit notices <br />to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and <br />addresses to the registrar and request that copies of notices be provided directly to them. <br /> <br />6. Redemption notices shall be sent to DTC. If less than all of the Securities within an <br />issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each <br />Direct Participant in such issue to be redeemed. <br /> <br />7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with <br />respect to Securities unless authorized by a Direct Participant in accordance with DTC’s MMI <br />Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as soon as