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request any action of holders or an owner of a beneficial interest in a global
security desires to take any action under the Indentures, DTC would authorize
the participants holding the relevant beneficial interest to take that action.
The participants then would authorize beneficial owners owning through the
participants to take the action or would otherwise act upon the instructions of
beneficial owners owning through them.
     DTC has advised the Issuers that it will take any action permitted to be
taken by a holder of Notes only at the direction of one or more participants to
whose account with DTC interests in the global security are credited. Further,
DTC will take action only as to the portion of the aggregate principal amount at
maturity of the Notes as to which the participant or participants has or have
given the direction.
     Although DTC has agreed to the procedures described above in order to
facilitate transfers of interests in global securities among participants of
DTC, it is under no obligation to perform these procedures, and the procedures
may be discontinued at any time. None of the Issuers, the Trustee, any agent of
the Issuers or the Initial Purchasers will have any responsibility for the
performance by DTC or its participants or indirect participants of their
respective obligations under the rules and procedures governing their
     DTC has provided the following information to us. DTC is a:
     (1) limited-purpose trust company organized under the New York Banking Law;
     (2) a banking organization within the meaning of the New York Banking Law;
     (3) a member of the U.S. Federal Reserve System;
     (4) a clearing corporation within the meaning of the New York Uniform
         Commercial Code; and
     (5) a clearing agency registered under the provisions of Section 17A of the
         Securities Exchange Act.
     Notes represented by a global security are exchangeable for certificated
notes only if:
     (1) DTC notifies the Issuers that it is unwilling or unable to continue as
         depository or if DTC ceases to be a registered clearing agency, and a
         successor depository is not appointed by the Issuers within 90 days;
     (2) the Issuers determine not to require all of the Notes to be represented
         by a global security and notifies the Trustee of its decision; or
     (3) an Event of Default or an event which, with the giving of notice or
         lapse of time, or both, would constitute an Event of Default relating
         to the Notes represented by the global security has occurred and is
     Any global security that is exchangeable for certificated notes in
accordance with the preceding sentence will be transferred to, and registered
and exchanged for, certificated notes in authorized denominations and registered
in the names as DTC or its nominee may direct. However, a global security is
only exchangeable for a global security of like denomination to be registered in
the name of DTC or its nominee. If a global security becomes exchangeable for
certificated notes:
     (1) certificated notes will be issued only in fully registered form in
         denominations of $1,000 or integral multiples of $1,000;