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~~ 5. Convevance of notices and other communications by DTC to Direct Participants, by Direct Patticipants to Indirect Pazticipants, and by Dirert Pazticipants and Indirect Participants to Beneficial Owners will be go~erned by arrangements among them, sub}ect to any statutory or regulatory requirements as may be in effect from ~me to time. [6. Redemption notices shaIl be sent to Cede & Co. If less than all of the Seciuities within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Pariicipant in such issue to be redeemed.J 7. Neither DTC nor Cede & Co. will consent or vote with respect to Securities. U nder its usual procedures, DTC mails an Omnibus Pr+oary to the Issuer as soon as possible after the reo~rd date. The Omnibus Proxy assigns Cede & Co.'s oonsenting or voting rights to those Direct Pazticipants to whose accounts the Securities are credited on the reoord date (identified in a listing aitached to the Omnibus Proxy). 8. Princ~ipal and interest payments on the Serurities will be made to DTC. DTC's practice is to credit Direct Participants' accounts on payable date in accordance with their respective holdings shown on DTC's records unless DTC has reason to believe that it will not receive payment on payable date. Payments by Participants t~ Beneficxal Owners will be governed by standing instructions and customary pr~lices, as is the case with securities held for the aocount~ of customers in bear~r form or reg;sbered in "street name,n and will be the responsibility of such Participant and not of DTC, the Agent, or the Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of princ~pal and interest to DTC is the responsibility of the Issuer or the Agent, disbuisement of such payments to Uirect participants shall be the responsibility of DTC, and disbiusement of suct- payments to the Beneficial Owners shaIl be the responsibility of Direct and Ind'uect Participants. (9. A Beneficial Owner shall give notic~ to elect to have its Securities puirhased or tendered, through its Participant, to the ~Tender/Re~a~ Agent, and shall effect delivery of such Securities by causing the Direct Paracipa,nt to ~ansfer the Paracspant's interest in the Secvrities, on DTC's records, to the [Tender/Remarke~ingj Agent The requirement for physical delivery of Securities in oannection with a demand for pumbase or a mandatory purchase will be deemed satisfied when the awnership rights in the Securities are transferned by Direct Paiticipants on DTC's records.] . I0. DTC may disconiinue pmviding its se:vices as securities depository wrth respect to the Securities at any time by giving reasonable notice to the Issuer or the Agent. Under such chm~~,.,crances, in the event that a successor securities depository is not obtained, Security certificates are requized to be printed and delivered. I1. The Issuer may decide to discontinue use of the system of book-entry- tr~ansfers through DTC (or a successor securities depository). In that event, Security certificates wiii be pri.nted and delivered. I2. The infonr~ation in ~is secaon concem~ing DTC and DTC's book~ntry system has been obtained from sources that the Issuer believes to be reliable, but the Issuer takes no responsibility for the accuracy tliereof.