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<br />F-3 <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 <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 <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 Issuer or Agent, on payable date in <br />accordance with their respective holdings shown on DTC’s records. Payments by Participants <br />to Beneficial Owners will be governed by standing instructions and customary practices, as is <br />the case with securities held for the accounts of customers in bearer form or registered in “street <br />name,” and will be the responsibility of such Participant and not of DTC, Agent, or Issuer, <br />subject to any statutory or regulatory requirements as may be in effect from time to time. <br />Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such <br />other nominee as may be requested by an authorized representative of DTC) is the <br />responsibility of Issuer or Agent, disbursement of such payments to Direct Participants will be <br />the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be <br />the responsibility of Direct and Indirect Participants. <br /> <br />9. DTC may discontinue providing its services as depository with respect to the <br />Securities at any time by giving reasonable notice to Issuer or Agent. Under such <br />circumstances, in the event that a successor depository is not obtained, Security certificates are <br />required to be printed 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 />