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for each maturity, registered in the name of Cede & Co. as partnership nominee of DTC. Those fully
registered Bonds will be deposited with and retained in the custody of DTC.
For ease of reference in this and other discussions, reference to “DTC” includes when applicable
any successor securities depository and the nominee of the depository.
For all purposes under the Bond proceedings, DTC will be and will be considered by the Issuer and
the Trustee to be the owner or Holder of the Bonds.
Owners of book-entry interests in the Bonds (book-entry interest owners) will not receive or have
the right to receive physical delivery of Bonds, and will not be or be considered by the Issuer and the Trustee
to be, and will not have any rights as, owners or holders of Bonds under the Bond proceedings.
DTC, the world’s largest securities depository, is a limited-purpose trust company organized under
the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law,
a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York
Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A
of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues
of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments
(from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also
facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in
deposited securities through electronic computerized book-entry transfers and pledges between Direct
Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct
Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust
& Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing
Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC
is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others
such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing
corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly
or indirectly (“Indirect Participants”). DTC has an S&P rating of AA+. The DTC Rules applicable to its
Participants are on file with the Securities and Exchange Commission. More information about DTC can
be found at www.dtcc.com.
Purchases of Bonds under the DTC system must be made by or through Direct Participants, which
will receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of
each Bond (the book-entry interest owner) is in turn to be recorded on the Direct and Indirect Participant’s
records. Book-entry interest owners will not receive written confirmation from DTC of their purchase, but
are expected to receive written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through which the book-entry interest
owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by
entries made on the books of Participants acting on behalf of book-entry interest owners. Book-entry
interest owners will not receive certificates representing their ownership interests in the Bonds, except in
the event that use of the book-entry system for the Bonds is discontinued (see “Replacement Bonds”).
To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are
registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested
by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name
of Cede & Co. or such other DTC nominee do not effect any change in actual ownership. DTC has no
knowledge of the book-entry interest owners (or beneficial owners) of the Bonds; DTC’s records reflect
only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may
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