Agenda - 03-02-2006-8bOS - Laserfiche WebLink

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APPENDIZ D BOOB-ENTRY-ONLY SYSTEM The Depository Trust Company ("DTC"), Ner~~ York, New York, will act as securities depository for the 2UU6A Certificates. The 2UU6A Certificates will be delivered as fully- registered certificates registered in the name of Cede ~ Co., DTC's partnership nominee, or such other name as may be requested by an authorized representative of DTC. One fully-registered cei-titicate in the aggregate principal amount of each maturity (and one for each interest rate within a maturity, if applicable) of the 200&A Certificates will be registered in the name of Cede 8z Co., as nominee for DTC, and will be deposited with DTC. SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE 2UU6A CERTIFICATES, AS DTC'S PARTNERSHIP NOMINEE, REFERENCES HEREIN TO THE OWNERS OR REGISTERED 0~~4TNERS OF THE 2006A CERTIFICATES SHALL MEAN CEDE & CO. AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE 2U06A CERTIFICATES. The following description of DTC, of procedures and record keeping on beneficial o~~~nership interests in the 20U6A Certificates, payment of interest and other payments on the 2UU5A Certificates to DTC Participants or to Beneficial Owners, confirmation and transfer of beneficial ownership interests in the 2UU6A Certificates and of other transactions by and between DTC, DTC Participants and Beneficial Owners is based on information furnished by DTC. DTC, the world's largest securities depository, is alimited-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" t~~ithin 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 2.2 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues and money market instruments from over 1 UU countries that DTC's direct 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, in turn, is owned by a number of its Direct Participants and Members of the National Securities Clearing Corporation, Fixed Income Clearing Corporation and Emerging Markets Clearing Corporation, as «~ell as by the Ne«T York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly {"Inc~ir•ect Participants"). DTC has Standard & Poor's highest rating: AAA. The DTC Rules applicable to its Direct and Indirect Participants are on the C'-883836v~1 13361.000''2