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Book-Entry Only System
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<br /> The Depository Trust Company ("DTC"), New York, New York, will act as securities depository for
<br />the Certificates. The Certificates will be issued as fully-registered securities registered in the name of Cede &
<br />Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of
<br />DTC. One fully-registered certificate will be issued for each maturity of the Certificates, in the aggregate
<br />principal amount of such maturity, and will be deposited with DTC.
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<br /> DTC, the world's largest depository, is a limited-purpose trust company organized under the New
<br />York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of
<br />the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform
<br />Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the
<br />Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 2 million issues of U.S.
<br />and non-U.S, equity issues, corporate and municipal debt issues, and money market instruments from over 85
<br />countries that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-
<br />trade settlement among Direct Participants of sales and other securities transactions in deposited securities,
<br />through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This
<br />eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and
<br />non-U.S, securities brokers and dealers, banks, trust companies, clearing corporations, and certain other
<br />organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation
<br />("DTCC"). DTCC, in tum, is owned by a number of Direct Participants of DTC and Members of the
<br />National Securities Clearing Corporation, Government Securities Clearing Corporation, MBS Clearing
<br />Corporation, and Emerging Markets Clearing Corporation, ("NSCC", "GSCC", "MBSCC" and "EMCC",
<br />also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange
<br />LLC, and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to
<br />others such as both U.S. and non-U.S, securities brokers and dealers, banks, trust companies, and clearing
<br />corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or
<br />indirectly ("Indirect Participants"). DTC has Standard & Poor's highest rating: AAA. The DTC Rules
<br />applicable to its Participants are on file with the Securities and Exchange Commission. More information
<br />about DTC can be found at www.dtcc.com.
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<br /> Purchases 0f Certificates under the DTC system must be made by or through Direct Participants,
<br />which will receive a credit for the Certificates on DTC's records. The ownership interest of each actual
<br />purchaser of each Certificate ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
<br />Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase.
<br />Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction,
<br />as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the
<br />Beneficial Owner entered into the transaction. Transfers of ownership interests in the Certificates are to be
<br />accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial
<br />Owners. Beneficial Owners will not receive certificates representing their ownership interests in the
<br />Certificates, except in the event that use of the book-entry system for the Certificates is discontinued.
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<br /> To facilitate subsequent transfers, all Certificates deposited by Direct Participants with DTC are
<br />registered in the name of DTC's partnership nonfinee, Cede & Co., or such other name as may be requested by
<br />an authorized representative of DTC. The deposit of Certificates with DTC and their registration in the name
<br />of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no
<br />knowledge of the actual Beneficial Owners of the Certificates; DTC's records reflect only the identity of the
<br />Direct Participants to whose accounts such Certificates are credited, which may or may not be the Beneficial
<br />Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on
<br />behalf of their customers.
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<br /> Conveyance of notices and other conmmnications by DTC to Direct Participants, by Direct
<br />Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners
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