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<br />C-3 <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 Securities are credited on the record date <br />(identified in a listing attached to the Omnibus Proxy). <br /> <br />8. Redemption proceeds, distributions, and dividend payments on the Securities will be <br />made to Cede & Co., or such other nominee as may be requested by an authorized representative <br />of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and <br />corresponding detail information from Issuer or Agent, on payable date in accordance with their <br />respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will <br />be governed by standing instructions and customary practices, as is the case with securities held <br />for the accounts of customers in bearer form or registered in “street name,” and will be the <br />responsibility of such Participant and not of DTC, Agent, or Issuer, subject to any statutory or <br />regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, <br />distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested <br />by an authorized representative of DTC) is the responsibility of Issuer or Agent, disbursement of <br />such payments to Direct Participants will be the responsibility of DTC, and disbursement of such <br />payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. <br /> <br />9. DTC may discontinue providing its services as depository with respect to the Securities <br />at any time by giving reasonable notice to Issuer or Agent. Under such circumstances, in the <br />event that a successor depository is not obtained, Security certificates are required to be printed <br />and delivered. <br /> <br />10. Issuer may decide to discontinue use of the system of book-entry-only transfers <br />through DTC (or a successor securities depository). In that event, Security certificates will be <br />printed and delivered to DTC. <br /> <br />11. The information in this section concerning DTC and DTC’s book-entry system has <br />been obtained from sources that Issuer believes to be reliable, but Issuer takes no responsibility <br />for the accuracy thereof. <br /> <br />