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APPENDIX C <br />BOOK -ENTRY -ONLY SYSTEM <br />The Depository Trust Company ("DTC"), New York, New York, will act as securities depository for the securities <br />(the "Securities"). The Securities will be issued as fully -registered securities registered in the name of Cede & Co. <br />(DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. <br />One fully -registered Security certificate will be issued for [each issue of] the Securities, [each] in the aggregate <br />principal amount of such issue, and will be deposited with DTC. [If, however, the aggregate principal amount of <br />[any] issue exceeds $500 million, one certificate will be issued with respect to each $500 million of principal <br />amount, and an additional certificate will be issued with respect to any remaining principal amount of such issue.] <br />2. DTC, the world's largest securities depository, is a limited -purpose trust company organized under the New York <br />Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the <br />Federal Reserve System, a "clearing corporation" within the meaning ofthe New York Uniform Commercial Code, <br />and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of <br />1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, <br />corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's <br />participants ("Direct Participants") deposit with DTC. DTC also facilitates the post -trade settlement among Direct <br />Participants of sales and other securities transactions in deposited securities, through electronic computerized <br />book -entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical <br />movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and <br />dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly -owned <br />subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, <br />National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered <br />clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also <br />available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and <br />clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either <br />directly or indirectly ("Indirect Participants"). DTC has a Standard & Poor's rating of AA+. The DTC Rules <br />applicable to its Participants are on file with the Securities and Exchange Commission. More information about <br />DTC can be found at www.dtcc.com. <br />Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive <br />a credit for the Securities on DTC's records. The ownership interest of each actual purchaser of each Security <br />("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners <br />will not receive written confinnation from DTC of their purchase. Beneficial Owners are, however, expected to <br />receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, <br />from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers <br />of ownership interests in the Securities are to be accomplished by entries made on the books of Direct and Indirect <br />Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing <br />their ownership interests in Securities, except in the event that use of the book -entry system for the Securities is <br />discontinued. <br />4. To facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC are registered in the <br />name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized <br />representative of DTC. The deposit of Securities with DTC and their registration in the name of Cede & Co. or <br />such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual <br />Beneficial Owners of the Securities; DTC's records reflect only the identity of the Direct Participants to whose <br />accounts such Securities are credited, which may or may not be the Beneficial Owners. The Direct and Indirect <br />Participants will remain responsible for keeping account of their holdings on behalf of their customers. <br />C-1 <br />