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Di ect Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial <br /> O 'vers. The Direct and Indirect Participants will remain responsible for keeping account of their <br /> holdings on behalf of their customers. <br /> Co veyance of notices and other communications by DTC to Direct Participants, by Direct Participants to <br /> In.irect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be <br /> go erned by arrangements among them, subject to any statutory or regulatory requirements as may be in <br /> eff ct from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the <br /> tray smission to them of notices of significant events with respect to the Bonds, such as redemptions, <br /> tens ers, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of <br /> the Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain <br /> and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide <br /> th&r names and addresses to the registrar and request that copies of notices be provided directly to them. <br /> Re.emption notices shall be sent to DTC. If less than all of the Bonds within a maturity are being <br /> re.eemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in <br /> su•h maturity to be redeemed. <br /> Ne ther DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the <br /> Bo ds unless authorized by a Direct Participant in accordance with DTC's MMI procedures. Under its <br /> us al procedures, DTC mails an Omnibus Proxy to the Issuer as soon as possible after the record date. <br /> Th- Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to <br /> whose accounts the Bonds are credited on the record date (identified in a listing attached to the Omnibus <br /> Pr xy). <br /> Re emption proceeds, distributions, and dividend payments on the Bonds will be made to Cede & Co. or <br /> su h other nominee as may be requested by an authorized representative of DTC. DTC's practice is to <br /> cre it Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information <br /> fro the Issuer or its agent on the payable date in accordance with their respective holdings shown on <br /> D C's records. Payments by Participants to Beneficial Owners will be governed by standing instructions <br /> an customary practices, as is the case with securities held for the accounts of customers in bearer form or <br /> re istered in"street name,"and will be the responsibility of such Participant and not of DTC or the Issuer, <br /> subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of <br /> redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may <br /> be requested by an authorized representative of DTC) is the responsibility of the Issuer or its agent, <br /> dis.ursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement <br /> of.uch payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. <br /> D C may discontinue providing its services as depository with respect to the Bonds at any time by giving <br /> re.sonable notice to Issuer or its agent. Under such circumstances, in the event that a successor <br /> depository is not obtained,certificates are required to be printed and delivered. <br /> Th- Issuer may decide to discontinue use of the system of book-entry-only transfers through DTC (or a <br /> successor securities depository). In that event, certificates will be printed and delivered to DTC. <br /> Th- information in this section concerning DTC and DTC's book-entry system has been obtained from <br /> so Imes that the Issuer believes to be reliable, but the Issuer takes no responsibility for the accuracy <br /> th:reof. <br /> RISK FACTORS <br /> IN ESTORS SHOULD BE AWARE THAT INVESTMENT IN THE BONDS MAY ENTAIL SOME <br /> D:GREE OF RISK. EACH PROSPECTIVE INVESTOR IN THE BONDS IS ENCOURAGED TO <br /> ' :AD THIS OFFICIAL STATEMENT IN ITS ENTIRETY. PARTICULAR ATTENTION SHOULD <br /> -4- <br /> 13 <br />