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Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to
the Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its
usual procedures, DTC mails an Omnibus Proxy to the Issuer as soon as possible after the record date. The
Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose
accounts the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).
Redemption proceeds, distributions, and debt service payments on the Bonds will be made to Cede
& Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice
is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detailed
information from the Issuer or the Trustee, on the payable date in accordance with their respective holdings
shown on DTC’s records. Payments by Participants to book-entry interest owners will be governed by
standing instructions and customary practices, as is the case with securities held for the accounts of
customers in bearer form or registered in “street name,” and will be the responsibility of such Participant
and not of DTC, the Trustee, or the Issuer, subject to any statutory or regulatory requirements as may be in
effect from time to time. Payment of redemption proceeds, distributions, and debt service payments to Cede
& Co. (or such other nominee as may be requested by an authorized representative of DTC) is the
responsibility of the Issuer or the Trustee, disbursement of such payments to Direct Participants will be the
responsibility of DTC, and disbursement of such payments to the book-entry interest owners will be the
responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as securities depository with respect to the Bonds at
any time by giving reasonable notice to the Issuer or the Trustee. The Issuer may decide to discontinue use
of the book-entry system if DTC (or a successor securities depository) determines not to continue to act as
securities depository for the Bonds. See “Replacement Bonds” below.
Direct Participants and Indirect Participants may impose service charges on book-entry interest
owners in certain cases. Purchasers of book-entry interests should discuss that possibility with their
brokers.
The Issuer, the Borrower and the Trustee have no role in the purchases, transfers or sales of book-
entry interests. The rights of book-entry interest owners to transfer or pledge their interests, and the manner
of transferring or pledging those interests, may be subject to applicable state law. Book-entry interest
owners may want to discuss with their legal advisers the manner of transferring or pledging their book-
entry interests.
The Issuer, the Borrower and Trustee have no responsibility or liability for any aspects of the
records or notices relating to, or payments made on account of, book-entry interest ownership, or for
maintaining, supervising or reviewing any records relating to that ownership.
The Issuer and the Borrower cannot and do not give any assurances that DTC, Direct Participants,
Indirect Participants or others will distribute to the book-entry interest owners payments of debt service on
the Bonds made to DTC as the registered owner, or any notices, or that they will do so on a timely basis, or
that DTC will serve and act in the manner described in this Official Statement.
Replacement Bonds
Replacement Bonds may be issued directly to the beneficial owners of the Bonds other than a
Depository, or its nominee, but only in the event that (1) the Depository determines not to continue to act
as securities depository for the Bonds (which determination shall become effective no less than ninety (90)
days after written notice to such effect to the Issuer and the Trustee); (2) the Trustee has, at the direction of
the Borrower, advised a Depository of its determination (which determination is conclusive as to the
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