The Depository Trust Company

The Depository Trust Company,

a subsidiary of The Depository Trust & Clearing Corporation

OPERATIONAL ARRANGEMENTS

(Necessary for Securities to Become and Remain Eligible for DTC Services)

August 2024

IMPORTANT LEGAL INFORMATION

The services described herein are provided by DTC pursuant to the terms and conditions of these

Operational Arrangements, as well as the Rules and Procedures of DTC, and/or other agreements

of the parties (collectively, the "Agreements"). All issuers of securities deposited at DTC, Agents

and Underwriters are required to adhere to the requirements stated in these Operational

Arrangements and are obligated, among other things, to follow precisely the procedures outlined

in the Agreements and provide DTC with complete and accurate information. In accepting

instructions from Issuers, Agents and/or Underwriters, DTC relies, among other things, upon the

duty of Issuers, Agents Underwriters and Participants to exercise diligence in all aspects of each

transaction processed through DTC. In connection with their use of the DTC’s services, Issuers,

Agents and Underwriters must comply with all applicable laws, including all applicable laws

relating to securities, taxation, and money laundering, as well as sanctions administered and

enforced by the Office of Foreign Assets Control (“OFAC”). As part of their compliance with

OFAC sanctions regulations, all Issuers, Agents and Underwriters must agree not to conduct any

transaction or activity through DTC that violates sanctions administered and enforced by OFAC.

Issuers, Agents and Underwriters expressly acknowledge that the services provided by DTC are

ministerial in nature. Moreover, as further reflected by DTC's fee structure (which typically bears

no relationship to the dollar value of any given transaction), DTC does not accept any risk of loss

to such Issuers, Agents or Underwriters with respect to transactions being processed by DTC.

Note: DTC, as it deems appropriate, may extend any deadline, timeframe, or cutoff established by

DTC, including, without limitation, to (i) address operational or other delays that could reasonably

affect the ability of DTC, a Participant or other stakeholder from meeting the deadline, timeframe,

or cutoff; or (ii) allow DTC time operationally to exercise its existing rights under the Rules and

Procedures. In addition, times applicable to DTC are standards and not deadlines; actual

processing times may vary, based upon the circumstances. Any action taken by DTC in connection

with this paragraph shall not establish a precedent for any situation that may occur in the future

(or otherwise bind DTC in any manner). DTC disclaims all liability for any losses and/or expenses

incurred by a Participant, stakeholder or any third-party resulting from, relating to, or arising from

(i) any action taken by DTC in connection with this paragraph, (ii) the determination of DTC to

decline to take action pursuant to this paragraph, and/or (iii) the failure of a Participant, stakeholder

or any third-party to meet any deadline, timeframe, cutoff or requirement established by a party

other than DTC.

From time to time, DTC receives from outside sources notices and other documents, including

corporate action information, and communications concerning financial assets. Although DTC

may make certain of such documents and communications, or extracts therefrom, ("Information")

available to Issuers, Agents and Underwriters, it shall be under no obligation to do so nor, having

once or more done so, shall DTC have a continuing obligation to make available Information of a

certain type. Information is not independently verified by DTC and is not intended to be a

substitute for obtaining advice from an appropriate professional advisor. Therefore, Issuers,

Agents and Underwriters and other authorized users are advised to obtain and monitor Information

independently. In addition, nothing contained in Information made available to Issuer, Agents or

Underwriters shall relieve them of their responsibility under DTC's Rules and Procedures or other

applicable contractual obligations to check the accuracy, where applicable, of all statements and

iii

reports received from DTC and to notify DTC of any discrepancies. DTC DOES NOT

REPRESENT THE ACCURACY, ADEQUACY, TIMELINESS, COMPLETENESS, OR

FITNESS FOR ANY PARTICULAR PURPOSE OF ANY INFORMATION (AS DEFINED

ABOVE) PROVIDED TO ISSUERS, AGENTS AND UNDERWRITERS, WHICH IS

PROVIDED AS-IS. DTC SHALL NOT BE LIABLE FOR ANY LOSS RELATED TO SUCH

INFORMATION (OR THE ACT OR PROCESS OF PROVIDING SUCH INFORMATION)

RESULTING DIRECTLY OR INDIRECTLY FROM MISTAKES, ERRORS, OR OMISSIONS,

OTHER THAN THOSE CAUSED DIRECTLY BY GROSS NEGLIGENCE OR WILLFUL

MISCONDUCT ON THE PART OF DTC. Further, such Information is subject to change. DTC

SHALL NOT BE LIABLE FOR: (1) ANY LOSS RESULTING DIRECTLY OR INDIRECTLY

FROM INTERRUPTIONS, DELAYS, OR DEFECTS ARISING FROM OR RELATED TO ITS

SERVICES; AND (2) ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR

PUNITIVE DAMAGES. Issuer, Agents and Underwriters should obtain, monitor, and review

independently any available documentation relating to their activities and should verify

independently information received from DTC.

work (including, without limitation, all text, images, logos, compilation and design) is copyrighted

and proprietary. If this work is received in any electronic medium, authorized users of this work

are permitted the limited right to make reproductions and transmissions necessary for downloading

and storage of this work on the users' computers. Such users are also permitted to print one or more

paper copies from the electronic version for their own use. Other than to this limited extent, no

part of this work (including any paper copies thereof or print versions thereof) may be altered,

reproduced or distributed (including by transmission) in any form or by any means, or stored in

any information storage and retrieval system, without DTC's prior written permission.

REDISTRIBUTION BY ISSUERS, AGENTS AND UNDERWRITERS OF INFORMATION

PROVIDED BY DTC IS STRICTLY PROHIBITED. Issuers, Agents and An Underwriter may

use the Information only for its internal purposes and in the ordinary course of its business. The

Information may not be distributed, transmitted, or otherwise made available by any Issuer, Agent

or Underwriter with or without charge to any other Persons, including clients of such Issuer, Agent

or Underwriter.

I. ELIGIBILITY REQUIREMENTS ........................................................................................6

A. Standards ................................................................................................................................6

1. Submission of an Eligibility Request to DTC .................................................................................. 6

2. Securities Eligible for DTC’s Services ............................................................................................ 8

3. Examples of Types of Eligible Securities ........................................................................................ 9

4. Standard Time Frames for Providing Underwriting Information to DTC ....................................... 9

5. Market Values .................................................................................................................................. 9

6. Signature .......................................................................................................................................... 9

B. Documentation .......................................................................................................................9

1. Requirements for Book-Entry-Only (“BEO”) Securities ............................................................... 10

a. Letters of Representations (“LOR”) ........................................................................................... 10

2. Opinions of Counsel....................................................................................................................... 13

3. Issuers Organized Outside the United States (“Foreign Issuers”) .................................................. 13

4. Indemnity Letters and other Assurances ........................................................................................ 13

a. Ownership Thresholds................................................................................................................ 14

b. Revisions of Eligible Securities ................................................................................................. 15

5. Instruction Letters Regarding the Expiration of a Restrictive Period ............................................ 15

C. Additional Considerations ....................................................................................................17

1. Retail Certificates of Deposit ......................................................................................................... 17

a. Registration ................................................................................................................................ 17

b. Redemptions .............................................................................................................................. 17

c. Electronic Master Certificates .................................................................................................... 18

2. Unit Securities ................................................................................................................................ 19

3. New Issue Eligibility Requirements for Municipal Securities ....................................................... 19

4. Transfer Restrictions ...................................................................................................................... 20

5. Non-U.S. Currency Denominated Securities ................................................................................. 21

6. Short-Term Maturities.................................................................................................................... 21

D. Compliance with Regulations ..............................................................................................21

E. DTC Fee Schedule ................................................................................................................22

II. REQUIREMENTS FOR DTC SERVICING OF SECURITIES ......................................23

A. Standards ..............................................................................................................................23

1. CUSIP Number Assignment .......................................................................................................... 23

2. Certificate Format .......................................................................................................................... 23

3. Legends .......................................................................................................................................... 23

B. Transfer Requirements .........................................................................................................24

1. Possession and Inspection .............................................................................................................. 24

2. FAST Program ............................................................................................................................... 25

a. FAST .......................................................................................................................................... 25

b. FRAC ......................................................................................................................................... 26

c. DWAC........................................................................................................................................ 26

3. Transfer Turnaround Times ........................................................................................................... 27

4. Transfer Agent Compliance ........................................................................................................... 27

a. Authentication Date on Transfers .............................................................................................. 27

b. Transfer Agent Required Notices .............................................................................................. 27

c. Transfer Agent’s Change of Name or Address .......................................................................... 28

d. Posting of Transfer Agent Notices to LENS .............................................................................. 28

e. Legal and Tax Notices................................................................................................................ 29

f. Other Notices Delivered by Transfer Agents for Posting to LENS ............................................ 29

5. Trustee Required Notices ............................................................................................................... 29

6. LIBOR Replacement Index Communication Tool ........................................................................ 31

III. RECORD DATE REQUIREMENTS, NOTICES, PAYMENT INSTRUCTIONS AND

POLICIES ....................................................................................................................................32

A. Record Date Requirements ..................................................................................................32

B. Notices ..................................................................................................................................32

C. Payment Instructions ............................................................................................................33

1. Income Payment Standards ............................................................................................................ 33

2. Redemption and Maturity Payment Standards ............................................................................... 33

3. Reorganization Payment Standards................................................................................................ 34

D. Additional Payment Arrangements/Policies/Procedures .....................................................34

1. Redemption Payments without Presentation (“PWP”) .................................................................. 34

2. Compensation Claims Policy ......................................................................................................... 35

3. Post-Payable Income Adjustments ................................................................................................. 35

4. Requests for Return-of-Funds ........................................................................................................ 36

a. Issuer Default/Bankruptcy Considerations/Agent Not Funded by Issuer .................................. 36

b. Processing Errors ....................................................................................................................... 36

IV. DIVIDEND AND INCOME PAYMENT NOTIFICATION PROCEDURES ...............38

A. Income Payment Details ......................................................................................................38

1. Structured Securities ...................................................................................................................... 38

2. American/Global Depositary Receipts (“ADR/ GDR”)................................................................. 39

B. Currency Payment Provisions ..............................................................................................40

1. Non-U.S. Dollar Payment Rate Information .................................................................................. 40

2. Securities Denominated in a Non-U.S. Currency with an Election for Payments in a Specific

Currency including U.S. Dollar Payments .......................................................................................... 40

a. Securities Denominated in a Non-U.S. Currency with an Option for U.S Dollar Payments ..... 40

b. Securities with Payments Made in Canadian Dollars and/or U.S. Dollars ................................ 41

3. Securities Denominated in a Non-U.S. Currency without an Option for U.S. Dollar Payments ... 42

4. Securities with an Election for Payments in a Specific Non-U.S. Currency ................................. 43

C. Changes in Terms of Payments ............................................................................................43

1. Dividend or Interest Rate Change .................................................................................................. 43

2. Reduction of Payment on Treasury Shares or Repurchased Debt Securities (for Cash Dividend or

Interest Payment) ................................................................................................................................ 44

D. Additional Dividend Procedures ..........................................................................................45

1. Dividend Reinvestment Features ................................................................................................... 45

a. Voluntary Dividend Reinvestment and Securities with an Automatic Dividend Reinvestment

(with an option to elect a cash dividend) ........................................................................................ 45

b. Automatic Dividend Reinvestment (without the option to receive a cash dividend) ................. 46

2. Stock/Pay-in-Kind (“PIK”) Distributions to Holders of Record .................................................... 46

a. Fractional Entitlements in Cash or Additional Roundup Shares ................................................ 47

b. Restricted Distribution Shares Issued ........................................................................................ 48

3. Reduction of Payment on Treasury Shares (for Stock Dividend Payments) ................................. 48

V. REDEMPTION NOTIFICATIONS / PROCEDURES ......................................................50

A. Redemptions, Advance Refundings, and Calls Inclusive of Sinking Funds and Mandatory

Redemptions ..............................................................................................................................50

1. Notice of Recission ........................................................................................................................ 51

2. Notice of Revision ......................................................................................................................... 52

3. Notice of a Security Declared “Null, Void, and Worthless” .......................................................... 52

4. Pro Rata Pass-Through Distributions of Principal ......................................................................... 53

5. Partial Redemptions for Auction Rate Securities (“ARS”) and Requests for ARS Lottery Results

............................................................................................................................................................ 53

6. Redemption Notification Exceptions ............................................................................................. 53

B. Put Notifications ...................................................................................................................54

1. Standards for Put Notifications ...................................................................................................... 54

a. Initial Notices of Puts ................................................................................................................. 54

b. Timing ........................................................................................................................................ 56

c. Additional Notices ..................................................................................................................... 56

2. Put Features with Special Processing Requirements ..................................................................... 56

a. Exercise of a Put on a Daily or Weekly Basis ............................................................................ 56

b. Collateralized Mortgage Obligations (“CMOs”) and Asset-Backed Securities (“ABSs”) ........ 57

c. Put “Extendible” Issues .............................................................................................................. 58

d. Put Bonds (Repayment Options) ................................................................................................ 58

e. Early CD Redemptions/MMI Survivor Options ........................................................................ 58

VI. REORGANIZATION INSTRUCTIONS/NOTIFICATION PROCEDURES ...............61

A. Standards for Voluntary and Mandatory Reorganizations Notices .....................................61

B. Fractional Entitlements in Cash or Additional Roundup Shares .........................................63

C. Processing of Specific Mandatory Reorganizations. ...........................................................64

1. Standards for Restricted to Unrestricted Exchanges ....................................................................... 64

2. Standards for Maturity-for-Stock Events ........................................................................................ 64

3. Reduction of Payment on Treasury Shares or Repurchased Debt Securities ................................. 66

4. Mandatory Separation of a Unit After the Closing Date (See Section I(C)(2), Unit Securities, for

Information on Voluntary Separation of a Unit) ................................................................................. 67

D. Processing for Specific Voluntary Reorganizations ............................................................68

1. Unit Investment Trust (“UIT”) ...................................................................................................... 68

a. Use of DTC’s Investor’s Voluntary Redemptions and Sales to sponsor (“IVORS”) ................ 68

b. Termination of UIT Securities ................................................................................................... 69

2. Rights Offers (Use of DTC’s Automated Subscription Offer Program (“ASOP”)) ...................... 69

3. Standards for Convertible Issues/Warrants/Rights ........................................................................ 69

a. Convertible Issues/Warrants/Rights Notifications ..................................................................... 69

b. Convertible Issues/Warrants/Rights Processing ........................................................................ 72

4. Voluntary Tenders/Exchanges/Mergers with Elections (Use of DTC’s Automated Tender Offer

Program (“ATOP”) ............................................................................................................................. 74

a. Tender/ Exchange Processing .................................................................................................... 74

a. Standards for Restricted to Unrestricted Exchanges .................................................................. 76

c. Altering the Terms of an Offer ................................................................................................... 76

d. Securities Denominations .......................................................................................................... 77

e. Foreign Tax Withholding ........................................................................................................... 77

f. Consents ...................................................................................................................................... 77

E. Chargeback of Reorganization Payments .............................................................................78

F. Proxy Related Procedures .....................................................................................................78

1. Consents and Legal Notices ........................................................................................................... 78

a. Consent Notices ......................................................................................................................... 78

b. Legal Notices ............................................................................................................................. 78

2. Security Position Reports (“SPRs”) ............................................................................................... 79

3. Shareholder Meetings .................................................................................................................... 79

VII. ADDITIONAL OPERATIONAL REQUIREMENTS FOR VARIABLE-RATE

DEMAND OBLIGATIONS (“VRDOS”) ..................................................................................81

A. Partial Redemption – Exclusions .........................................................................................81

B. VRDO Interest Payment Information ..................................................................................81

C. Optional Tender Provisions ..................................................................................................82

D. Mandatory Tender Provisions ..............................................................................................83

E. Use of Credit Facilities .........................................................................................................83

F. Mandatory Tender Retention/Exclusion Provisions .............................................................84

IX. EXHIBITS ..............................................................................................................................86

I. Eligibility Requirements

The Depository Trust Company (“DTC”), a subsidiary of The Depository Trust & Clearing

Corporation (“DTCC”), through its Underwriting Department (“Underwriting”), serves the

financial industry by making securities eligible for depository services. DTC Participants

(“Participants”)

have the ability to distribute new and secondary offerings quickly and

economically by electronic book-entry delivery and settlement through DTC. Securities

may be

made eligible for either DTC’s full range of depository services (“full service”) or the limited

custody service offered by DTC

. This document addresses full book-entry service eligibility.

All issuers of securities deposited at DTC (“Issuers”), Agents

and underwriters

are required to

adhere to the requirements stated in these Operational Arrangements (“OA”). A transfer/paying

agent must be appointed by the Issuer, prior to a security issued by such Issuer becoming eligible

for DTC services. This Agent must have on file with DTC a completed Operational Arrangements

Agent Letter (the “Agent Letter”) pursuant to which the Agent agrees to be bound by the terms

and conditions of the OA in respect of the Agent’s obligations to DTC for a Security to become

and remain eligible at DTC. In circumstances where these requirements cannot be met, DTC can

choose to deny eligibility.

A. Standards

1. Submission of an Eligibility Request to DTC

Only Participants can request that DTC make a security eligible. It is therefore incumbent on an

Issuer to have a relationship with an underwriter or other financial institution that is a Participant

or is directly associated with a Participant that is willing to sponsor the eligibility process for the

Issuer’s securities. A Participant may submit an eligibility request through the underwriting

services of DTC at the time a security is initially being offered and distributed to the marketplace

or at a later time for already issued and outstanding securities. (New securities that result from

Participant as used in this document refers to a DTC Participant as defined in the rules and procedures of DTC

(the “DTC Rules”).

The term “Securities” as used in this document has the meaning provided in the DTC Rules.

Custody services are limited. Typically, securities that are custody-only are, for example, subject to transfer

restrictions and not part of a fungible bulk and are not, therefore, eligible for nominee registration or for book-

entry services. Additional information about DTC’s Custody Service may be obtained from DTCC’s website at

www.dtcc.com/products/assets/services/custody.php

“Agent” in these Operational Arrangements means an Issuer’s auction agent, custodian, depositary, dividend

reinvestment plan administrator, exchange agent, issuing and/or paying agent, redemption agent, remarketing

agent, registrar, tender agent, transfer agent, trustee, trust company, and/or any other person or entity acting in an

agency capacity on behalf of Issuer.

The term “underwriter” as used in this document is more than the definition used under the securities laws and

includes without limitation the roles of a placement agent, manager or initial purchaser, as appropriate.

reorganizations of already held and Eligible Securities

are also reviewed for continuing

eligibility.)

Participants

are required to provide an eligibility request for specified securities to Underwriting

by the submission of all required Issuer and securities data and all related offering documents, at

a minimum, through the online Securities Origination, Underwriting and Reliable Corporate

Action Environment (“UW SOURCE”) or Underwriting Central (“UWC”) system(s) to be

considered for full-service eligibility at DTC. (See the Underwriting section of DTCC’s website at

https://www.dtcc.com/settlement-and-asset-services/underwriting for more information on UW

SOURCE and UWC.

In the case of an eligibility request for already issued and outstanding securities (an “Older Issue

Eligibility Request”), the Participant also must present to DTC the appropriately completed Older

Eligibility Questionnaire together with a copy of the physical certificate or certificates representing

the securities and an Agent Attestation form through UW SOURCE as an Eligibility Only request.

Further documents and information, many of which are addressed later in this document, may be

required as part of the eligibility review. (Note that all eligibility requests, whether for an

underwritten distribution through DTC or for older securities already outstanding in the secondary

market, require a copy of the offering documentation be provided to DTC for review.)

It is the responsibility of the Participant requesting eligibility for the securities to provide evidence

that the securities satisfy the criteria set forth in DTC’s OA. Once DTC has reviewed the

information provided by the sponsoring Participant, DTC will advise the Participant whether an

opinion of counsel to the Issuer is also required to substantiate the legal basis for eligibility. DTC

expects, among other things, any such opinion to be provided by an experienced securities

practitioner, is licensed to practice law in the relevant jurisdiction and in good standing in any bar

to which such practitioner is admitted. Such counsel must be engaged in an independent private

practice (i.e., not in-house counsel) and may not have a beneficial ownership interest in the security

for which the opinion is being provided or be an officer, director or employee of the Issuer. DTC

reserves the absolute discretion to approve or reject the counsel issuing the opinion which is being

delivered to DTC.

As Agent for a new security qualifying for DTC eligibility, Agent must complete the Agent

Confirmation supplied by DTC’s Underwriting Department to confirm a new issue’s features and

attributes based on the security type. The agreement of the information supplied by the

underwriter, the Agent Confirmation, and the offering document ensure the accuracy of the asset

servicing of the security.

This confirmation must be provided by the Agent via email at least three (3) business days prior

to the Closing Date of the issue.

Eligible Securities, as used in this document, has the meaning provided in the DTC Rules.

Underwriters with an approved correspondent relationship with a Participant may also request DTC eligibility for

a new security being offered and distributed.

2. Securities Eligible for DTC’s Services

Generally, the issues that may be made eligible for DTC’s book-entry delivery, settlement and

depository services are those that have been issued in a transaction that: (i) has been registered

with the United States Securities and Exchange Commission (“SEC”) pursuant to the Securities

Act of 1933, as amended (“Securities Act”); (ii) was exempt from registration pursuant to a

Securities Act exemption that does not involve (or, at the time of the request for eligibility, no

longer involves) transfer or ownership restrictions

; or (iii) permits resale of the securities pursuant

to Rule 144A or Regulation S, and, in all cases, such securities otherwise meet DTC’s eligibility

criteria.

Securities are that exempt from registration under the Investment Company Act of 1940, as

amended (the “Investment Company Act”) in reliance on Section 3(c)(7) of the ’40 Act may be

made eligible if those securities are eligible for resale without transfer restrictions under an

exemption from registration under the Securities Act. DTC supports Participants in identifying

those issues that are exempt on this basis by posting an “Important Notice”. The applicable

Important Notice will also remind Participants that sales and resales of these securities must be

restricted to “Qualified Purchasers,” as defined in the Investment Company Act.

In its discretion, DTC will review for eligibility securities that are identified as having unique

terms or processing requirements on a case-by-case basis. If DTC determines that such securities

may be made eligible for full service, to protect DTC and its Participants against certain risks,

DTC may require the Issuer to make special representations and indemnifications and/or provide

legal opinions to protect DTC. (See also Section I(B), Documentation). DTC, in its sole discretion,

may charge exception processing fees for such securities.

Securities represented by physical certificates that do not fall into categories mentioned above but

which otherwise meet DTC’s eligibility criteria may be made eligible for DTC’s Custody Services.

(See footnote #3, page 1 Section I(A).)

Special Rules and Processes for Money Market Instruments

While the general arrangements apply to Money Market Instruments (“MMI”), under the DTC

Rules, MMI are processed differently than other Securities. For additional standards and

procedures applicable to MMIs, including the arrangements necessary to make MMI eligible for

DTC’s MMI Program and MMI payment procedures, contact DTC’s Underwriting Department

customer help line at (866) 724-4402. Copies of form letters required from MMI Issuers and

Agents, as well as acceptable Master Note forms, may be obtained from DTCC’s website at

http://www.dtcc.com/legal/issue-eligibility.

There are some exceptions for ownership thresholds that are imposed by an Issuer for tax benefit reasons (e.g.,

Real Estate Investment Trusts (“REITS”), Net Operating Loss (“NOL”) or if certain thresholds are required by

law or regulation (e.g., maritime and communications issues)). In these cases, an indemnity letter or an instruction

letter is required. DTC may provide a template letter and will work with an Issuer as to the required content of

the letter. (See Section I(B)(4)).

3. Examples of Types of Eligible Securities

A wide range of security types may be made eligible for DTC’s services in accordance with the

DTC Rules. These include, but are not limited to, equities, warrants, rights, corporate debt and

notes, municipal bonds, government securities, asset-backed securities, collateralized mortgage

obligations, equity and debt derivatives, variable-rate demand obligations, money market

instruments (e.g., commercial paper, bankers’ acceptances, institutional certificates of deposit,

short-term bank notes, discount notes and certain medium-term notes), American/global

depositary receipts (or “ADR/GDR”), shares of closed end funds, retail certificates of deposits,

unit investment trust certificates (“UIT”), shares of exchange traded funds and insured custodial

receipts. In the case of hybrid securities, or securities with unique processing requirements, for

such securities to be evaluated for eligibility, Participants should contact DTC well in advance of

the proposed eligibility date.

4. Standard Time Frames for Providing Underwriting Information to DTC

DTC has adopted standard time frames for underwriters of new issues to submit information to

DTC, enabling DTC to pass this information on to its Participants in a timely manner (See Exhibit

B, Standard Time Frames). These time frames have been endorsed by the Municipal Securities

Rulemaking Board (“MSRB”) for municipal issues. Compliance with these DTC standards is

monitored on an ongoing basis. Those underwriters which fail to meet such requirements will be

subject to surcharges (Refer to DTC’s Fee Schedule at

http://www.dtcc.com/~/media/Files/Downloads/legal/fee-guides/dtcfeeguide.pdf).

5. Market Values

Underwriters of a new issue of securities should provide DTC with an initial indicative bid price

in U.S. dollars. The bid price should be provided prior to the date the Issuer authenticates the

eligible Securities and receives payment (the “Closing Date”). DTC will post a price of $0.00 for

all issues for which no bid price is provided.

6. Signature

There are circumstances in which DTC may, at its option, in lieu of relying on an original manual

signature, rely on an electronic signature (and the signature shall be considered, and have the same

effect as) a valid and binding original manual signature. These circumstances include: where such

signature is transmitted, recorded or stored by any electronic, optical, or similar means (including

but not limited to telecopy, imaging, photocopying, electronic mail, electronic data interchange,

telegram, or telex). In many cases documents signed and submitted by non-U.S. entities are

required to be sent with an original manual signature. Certain documents, such as legal opinions,

must be delivered to DTC in hard copy and require original manual signatures.

B. Documentation

Whether at the point of initial offering or when the terms of an already eligible security are

amended or altered in a restructuring or other corporate action, Underwriting may require the

Issuer to execute and deliver related documentation to DTC. Following is an overview of the most

commonly requested documentation that may be required. This list is not exhaustive, nor does it

represent eligibility requirements for every possible types of security or scenario for deposit and

eligibility.

1. Requirements for Book-Entry-Only (“BEO”) Securities

a. Letters of Representations (“LOR”)

The minimum requirement for a Participant to request a Security to become eligible at DTC is the

submission of an offering document and a completed eligibility request in UW SOURCE or UWC.

(See Section I (A), Eligibility Requirements.) In addition, Issuers of BEO issues must submit to

DTC a fully executed LOR on DTC’s preprinted form. This LOR represents the Issuer’s agreement

to comply with the requirements set forth in this OA, as amended from time to time.

BEO securities are DTC-eligible securities for which (i) physical certificates are not available to

investors and (ii) DTC, through its nominee, Cede & Co., will hold the entire balance of the

offering, either at DTC or through a FAST Agent

in DTC’s Fast Automated Securities Transfer

(“FAST”) program. Issuers of BEO securities, that are either FAST or where a physical master

certificate is delivered to DTC, must submit to DTC a LOR among the Issuer, its Agent (as

applicable) and DTC, prior to such issue being determined to be eligible. For corporate and

municipal securities, there are two acceptable forms of LOR: a Blanket Issuer Letter of

Representations (“BLOR”) or an Issuer Letter of Representations (“ILOR”). A BLOR is Issuer-

specific and applicable to all DTC-eligible securities (debt and/or equity) of the same Issuer. Once

a BLOR is on file for an Issuer, a new BLOR is not required for future issuances unless the Issuer’s

name changes (in which case an opinion of counsel may also be required). An ILOR may be used

for discrete issuances, and is applicable only to that issue of securities, such as trust issuances. In

all LORs, Issuers represent that they will comply with this OA, as amended from time to time.

b. Required Riders to LOR

Riders are required for all Rule 144A Securities, Securities issued under Regulation S, Securities

denominated or having payments in non-US currencies, and Securities of a U.K. issuer. All

relevant CUSIP numbers must be listed on each applicable rider.

Copies of LORs and riders may be obtained from DTCC’s website at

http://www.dtcc.com/legal/issue-eligibility. For current forms of the BLOR and ILOR,

respectively, please refer to http://www.dtcc.com/~/media/Files/Downloads/legal/issue-

eligibility/eligibility/BLOR-Template.pdf, and

http://www.dtcc.com/~/media/Files/Downloads/legal/issue-eligibility/eligibility/ILOR-

Template.pdf.

Note: Sample offering document language describing book-entry-only issuance can be found in

“Schedule A” to the DTC BLOR or ILOR form.

c. Electronic Certificates for Retail CDs

Issuers leveraging the use of electronic master certificates for Retail CDs must submit to DTC on

DTC’s form, a fully executed BLOR and its associated Rider, for each base CUSIP issuing Retail

CDs through the electronic process. For the current form of the E-CD BLOR please refer to

https://www.dtcc.com/legal/issue-eligibility.

For more information, contact DTC’s Underwriting Department customer help line at (866) 724-

4402.

d. Agreements of Underwriter, Issuer and Agent

By any request for eligibility and by deposit of securities which are made eligible at DTC, the

Underwriter, Issuer and Agent, as applicable, each acknowledge and agree to the terms set forth

below. With respect to an Issuer, these terms are also reflected in the applicable LOR.

i. There shall be deposited with DTC one or more security certificates registered in

the name of DTC’s nominee, Cede & Co., for each stated maturity of the Securities,

the total of which represents 100% of the principal amount of that issuance. If,

however, the aggregate principal amount of any maturity exceeds $500 million, one

certificate will be issued with respect to each principal amount of $500 million and

an additional certificate will be issued with respect to any remaining principal

amount of such issue. Each security certificate will bear the legend set forth in

Section II(A)(3), Legends.

ii. Issuer, with respect to Securities issued by it and held at DTC, recognizes that DTC

does not in any way undertake to, and shall not have any responsibility to, monitor

or ascertain the compliance of any transactions in the Securities with any applicable

law, rule, or regulation, including, but not limited to, the following: (a) and the rules

and regulations thereunder, (ii) the Securities Exchange Act of 1934 and the rules

and regulations thereunder, as amended from time to time (collectively, the

“Securities Exchange Act”); (b) the Investment Company Act; (c) the Employee

Retirement Income Security Act of 1974, as amended from time to time; (d) the

Internal Revenue Code of 1986, as amended from time to time; (e) any rules of any

self-regulatory organizations (as defined under the Securities Exchange Act); or (f)

any other local, state, federal, or foreign laws or regulations thereunder.

iii. In the event of a redemption, acceleration, or any other similar transaction

necessitating a reduction in the aggregate principal amount of securities outstanding

or an advance refunding of part of the securities outstanding, DTC, in its discretion

(i) may request Issuer or Agent to issue and authenticate a new security certificate;

or (ii) may make an appropriate notation on the affected security certificate held in

custody by DTC or its agent indicating the date and amount of such reduction in

principal, except in the case of final maturity, in which case the security certificate

will be presented to Issuer or Agent prior to payment, if required.

iv. DTC may direct any Issuer or Agent to use any DTC telephone number or address

as the number or address to which notices or payments may be sent.

v. In the event that an Issuer determines that beneficial owners of Securities shall be

able to obtain security certificates for securities of that Issuer, the Issuer or its Agent

shall notify DTC accordingly. In such event, the Issuer or Agent shall issue,

transfer, and exchange security certificates in appropriate amounts, as required by

DTC and others.

vi. DTC may discontinue providing its services as depository with respect to any

securities at any time by giving reasonable notice to any Issuer or Agent (at which

time DTC will confirm with such Issuer or Agent the aggregate principal amount

of securities of such Issuer or its Agent which are then outstanding). Under such

circumstances, the affected Issuer or Agent shall cooperate fully with DTC to take

appropriate actions to make available one or more separate security certificates

evidencing the affected securities to any Participant having such securities credited

to its DTC account.

vii. Nothing herein shall be deemed to require any Agent to advance funds on behalf of

any Issuer.

viii. Issuer: (a) understands that DTC has no obligation to, and will not, communicate

to its Participants, or to any other person having any interest in the securities, any

information contained in the security certificate(s) representing securities issued by

that Issuer; and (b) acknowledges that neither DTC’s Participants nor any other

person having any interest in such securities shall be deemed to have notice of the

provisions of the security certificate(s) by virtue of submission of such security

certificate(s) to DTC.

ix. The sender of each notice delivered to DTC pursuant to this OA is responsible for

confirming that such notice was properly received by DTC.

x. All notices and payment advices sent to DTC shall refer to the CUSIP number of

the securities subject of such notice or payment advice.

xi. Issuer and Agent shall comply with the applicable requirements stated in this OA,

as amended from time to time.

e. LOR Requirements for Certificated Securities

Issuers of Securities which allow for physical security certificates to be available to investors

(“Certificated Securities”) are typically not required to sign a LOR; however, in some cases, the

applicable Issuer and/or Agent may be required to sign a LOR (and cause the securities to be held

in BEO form at DTC).

An issue of securities with a unique payment structure or processing requirement may not be made

eligible in a form having physical security certificates available to investors. By way of example

only, securities with a provision for monthly optional redemptions by the Issuer are required to be

in BEO format. BEO format must also be used for issues securities that require Agent’s books to

close for one or more weeks prior to an interest payment and for which no transfers are processed

by Agent.

2. Opinions of Counsel

As described above, DTC evaluates securities for eligibility on a case-by-case basis and once DTC

has reviewed the information provided by the submitting Participant, DTC will advise the

Participant whether an opinion of outside counsel to the Issuer of the securities is also required to

substantiate the legal basis for eligibility. Such opinions are typically requested to confirm either,

with respect to the offering and sale of the securities, (1) that any applicable registration

requirements for those securities under the Securities Act and the rules and regulations thereunder

have been met, or (2) that the securities are exempt from SEC registration under the Securities Act

and the rules and regulations thereunder, under an acceptable exemption which does not, as of the

date of requested eligibility, restrict the transfer and ownership of the securities or that the

securities are eligible for deposit for the appropriate DTC program under Rule 144A or Reg S.

Opinions are also required for various corporate actions or reorganizations as a result of which

securities of a new CUSIP may be held at DTC and opinions may, in the sole discretion of DTC,

also be required in other circumstances, to protect DTC and its Participants from risk.

3. Issuers Organized Outside the United States (“Foreign Issuers”)

A Foreign Issuer may be required to make special representations or provide additional legal

opinions to protect DTC and its Participants from certain risks associated with the laws under

which the Issuer is organized and/or the laws governing the securities. A foreign legal opinion

will refer to relevant laws of the foreign jurisdiction in which the Issuer is organized. If required

by DTC, the foreign legal opinion shall be provided to DTC as a condition of eligibility.

The General Counsel’s Office of DTC, working with Underwriting, may provide a template form

of opinion letter or list of matters to be covered in the foreign legal opinion (in any case, the

“Opinion Form”) to be used in these instances. It should be noted that the substance of this Opinion

Form is non-negotiable, except for information specific to the particular issue submitted for

eligibility. The foreign counsel opinion must be provided by an attorney qualified to practice law

in the Issuer’s jurisdiction of organization and acceptable to DTC. If the laws governing the

issuance of the security differ from the laws governing the Issuer’s organization, an additional

opinion of appropriate counsel may be required.

4. Indemnity Letters and other Assurances

The following section outlines some circumstances in which DTC may review and accept for

eligibility certain securities which are subject to ownership restrictions under law or otherwise

provided outside the scope of the Securities Act and the rules and regulations thereunder.

NOTWITHSTANDING THESE EXAMPLES AND ANY OFFER BY THE ISSUER OF

INDEMNITIES OR OTHER ASSURANCES, IT SHALL BE WITHIN THE SOLE

DISCRETION OF DTC WHETHER TO ACCEPT SUCH SECURITIES FOR

ELIGIBILITY. FURTHER, SHOULD SUCH SECURITIES BE MADE ELIGIBLE FOR

DTC SERVICES, DTC SHALL HAVE NO OBLIGATION OR LIABILITY FOR THE

MONITORING OF OR COMPLIANCE WITH ANY SUCH OWNERSHIP

RESTRCITIONS WHICH SHALL BE AND REMAIN THE OBLIGATION OF THE

ISSUER AND ITS AGENTS.

a. Ownership Thresholds

Relating to Tax Consequences or Ownership Qualifications:

In certain cases (e.g., Real Estate Investment Trusts (“REITs”), Net Operating Loss (“NOL”)),

Issuers may seek to restrict the maximum amount of an outstanding issue of securities that an

individual owner may acquire or to prevent transfers to certain categories of investors. For DTC

to accept securities of this type for eligibility, as DTC may request, the Issuer must submit to DTC

written assurances that these restrictions will not be enforced against DTC, Cede & Co. or any

other party holding through DTC. Depending on the facts and circumstances of the particular issue

of securities, DTC may also require, in its sole discretion, an indemnity letter protecting DTC, its

Participants and their customers, from any failure of the Issuer or its Agent to appropriately

monitor and implement any such ownership restrictions. A copy of a template form of indemnity

letter may be obtained from DTCC’s website at:

http://www.dtcc.com/~/media/Files/Downloads/legal/issue-eligibility/special-letters/REIT-

Letter.pdf.

Thresholds Imposed by Regulators:

Under certain provisions of laws and regulations administered by federal, provincial, state, or local

regulators, Issuers may be required to withhold dividends, interest and/or voting rights or to

compel the redemption or disposition of one or more of the Issuer’s securities held by any

beneficial owner in accordance with such laws or regulations. These restrictions typically apply to

Issuers involved in special activities such as gaming or other regulated activities. Issuers subject

to these types of regulatory regimes must provide an indemnity letter to DTC as a condition of

DTC eligibility for any securities they may issue. A copy of the required form of indemnity letter

for such Issuers may be obtained from DTCC’s website at:

http://www.dtcc.com/~/media/Files/Downloads/legal/issue-eligibility/special-letters/Gaming-

Letter.pdf.

Certain U.S. companies are subject to requirements which restrict the percentage of equity

securities of the company which may be owned by non-U.S. persons (e.g., under the Shipping Act

of 1916 or regulations of the Federal Communication Commission). Similarly, there are other

legal and regulatory regimes which limit ownership of specified equity securities by defined

categories of investors including citizenship and/or country of residence or domicile. For issues

of these types, Participants should use DTC’s elective “Segregation Account 100” (“Seg 100”)

service. (DTC does not monitor securities, Issuers or Participants for their use of and compliance

with Seg 100 but makes it available as a tool for compliance with such restrictions.) Specifics of

the Seg 100 service and the obligations of Participants with respect thereto are set forth in DTC’s

Deposits Service Guide; a copy may be obtained from DTCC’s website at:

http://dtcc.com/~/media/Files/Downloads/legal/service-guides/Deposits.pdf.

An Agent which is a transfer agent is responsible for monitoring any thresholds that are in place

for a non-U.S. person and it must inform DTC of any transfer(s) and the amount of such transfer(s)

that cause such threshold to be exceeded. In the instance where holdings of such an issue exceeds

the applicable threshold, and the excess was created by transfers of Securities registered in the

name of Cede & Co., the transfer agent will advise DTC of the amount of shares by which the Seg

100 account must be reduced. DTC will reverse applicable credits in accordance with DTC

procedures on a “last in – first out” basis. Issuer must provide a Seg 100 letter to DTC for any

equity issues with such limitations. A copy of the required form of indemnity letter for such Issuers

may be obtained from DTCC’s website at:

http://www.dtcc.com/~/media/Files/Downloads/legal/issue-eligibility/special-letters/Seg100-

Letter.pdf. DTC is not responsible for and does not monitor Issuer, Agent, Participant or beneficial

owner compliance but offers the service to support such compliance by the responsible parties.

b. Revisions of Eligible Securities

DTC cannot effect changes on its records with regard to the terms and conditions of outstanding

securities without the lawful instruction and proper authorization from the Issuer. When the

maturity of an issue is amended, Issuer must provide DTC with an indemnity letter which instructs

DTC to make relevant changes to the terms and conditions of the affected securities, at the time

such changes are duly authorized.

In the event the terms of a corporate action are not in agreement with the terms originally

established in the bond indenture and reflected on DTC’s systems, Issuer or its Agent must provide

DTC with an indemnity letter which instructs DTC to make relevant changes, at the time such

changes are duly authorized. (See also Section VI(C)(5)(c), Altering the Terms of an Offer).

5. Instruction Letters Regarding the Expiration of a Restrictive Period

In order to request eligibility for new unrestricted CUSIPs for Securities which DTC has

previously accepted as eligible pursuant to Rule 144A and/or Regulation S on the grounds that the

original Securities are registered with the SEC under an effective registration statement or shelf

registration or the original restricted and/or distribution compliance period imposed under such

exemptions has elapsed, the Issuer of the Securities must provide an instruction letter to DTC. The

instruction letter notifies and confirms to DTC that the Securities are registered with the SEC or

that the restricted period and/or distribution compliance period has elapsed, to support the

exchange of the formerly restricted Securities represented by a restricted CUSIP number for new

unrestricted Securities of the same issue represented by an unrestricted CUSIP number.

a. Optional Exchange Process (Agent Facilitates via Deposit /Withdrawal at Custodian

(“DWAC”))

To request DTC to provide for the ability to have the Issuer’s Agent facilitate via DWAC the

exchange on an optional basis for Participants to request to exchange restricted Securities

represented by a restricted CUSIP number for new unrestricted Securities of the same issue

represented by an unrestricted CUSIP, Issuer will complete and submit the instruction letter along

with a copy of the form of each unrestricted Security (without effective restrictive legends) bearing

the new unrestricted CUSIP to DTC’s Underwriting Department no later than 10 business days

prior to the effective date or exchange date (i.e., date of the end of the restrictive period and/or

distribution compliance period imposed under such exemptions has elapsed) or the date Agent will

begin acknowledging Participants’ DWAC requests. Receipt of the instruction letter must be in

conjunction with the DTC Participant eligibility request via UW SOURCE for the new unrestricted

Securities. (Refer to Section I (A)(1), Submission of an Eligibility Request to DTC.)

The form of instruction letter and related requirements for Issuers and Agents with respect to such

exchanges to be made optional for Participants are available at:

http://www.dtcc.com/~/media/Files/Downloads/legal/issue-eligibility/special-letters/Optional-

Process-Instruction-Letter.pdf.

b. Voluntary Exchange Process (Use of DTC’s Automated Tender Offer Program

(“ATOP”))

Issuer and Agent acknowledges that any such exchange of restricted Securities for Securities of a

CUSIP that is unrestricted will be made in accordance with the rules and procedures of DTC’s

Automated Tender Offer Program (“ATOP”) including that Agent is required to approve and

adhere to all requirements represented in the Letter of Agreement (“LOA”) for each exchange

processed through ATOP, (Refer to Section VI(D)(5)(a), Tender/Exchange Processing). To

request DTC to process a voluntary exchange of restricted Securities represented by a restricted

CUSIP number for new unrestricted Securities of the same issue represented by an unrestricted

CUSIP, Issuer will complete and submit the instruction letter along with a copy of the form of

each unrestricted Security (without effective restrictive legends) bearing the new unrestricted

CUSIP no later than 10 business days prior to the effective date or exchange date (i.e., date of the

end of the restrictive period and/or distribution compliance period imposed under such exemptions

has elapsed) to both DTC’s Underwriting Department and Reorganization Voluntary

Announcements Department by email at uwcorplor@dtcc.com and

[email protected].

The form of instruction letter and related requirements for Issuers and Agents with respect to such

exchanges to be made voluntary for Participants are available at:

https://www.dtcc.com/~/media/Files/Downloads/legal/issue-eligibility/special-letters/Optional-

Process-Instruction-Letter.pdf.

c. Mandatory Exchange Process

To request DTC to process a mandatory exchange of restricted Securities represented by a

restricted CUSIP number for new unrestricted Securities of the same issue represented by an

unrestricted CUSIP, Issuer will complete and submit the instruction letter along with a copy of

the form of each unrestricted Security (without effective restrictive legends) bearing the new

unrestricted CUSIP no later than 10 business days prior to the effective date or exchange date (i.e.,

date of the end of the restrictive period and/or distribution compliance period imposed under such

exemptions has elapsed) to both DTC’s Underwriting Department and Reorganization Mandatory

Announcements Department by email at uwcor[email protected] and

[email protected]. Issuer and Agent acknowledge that any such

exchange of restricted Securities for Securities of a CUSIP that is unrestricted will be made in

accordance with the DTC Rules concerning mandatory exchanges.

The form of instruction letter and related requirements for Issuers and Agents with respect

mandatory exchanges where the restriction on the subject Securities has expired is available at:

https://www.dtcc.com/~/media/Files/Downloads/legal/issue-eligibility/special-letters/Mandatory-

Process-Instruction-Letter.pdf.

Issuers of Securities subject to such a mandatory exchange where the previously restricted

Securities have been registered with the SEC must submit a completed exchange letter in the form

available at: http://www.dtcc.com/~/media/Files/Downloads/legal/issue-eligibility/special-

letters/SEC-Registration-Exchange-Letter.pdf.

C. Additional Considerations

1. Retail Certificates of Deposit

The following additional eligibility requirements apply to Retail (Brokered) Certificates of Deposit

(CDs):

a. Registration

The issuer of such a CD (the “Issuer” for all purposes hereunder) is the bank or other financial

institution whose records reflect the deposit obligation in respect of the CD. Issuer shall cause its

books and records to reflect that the deposit is held for DTC’s nominee, Cede & Co., as the

exclusive registered owner of the CD. Such books and records shall conform to regulations of the

Federal Deposit Insurance Corporation and its affiliates, subsidiaries, and associated persons (the

“FDIC”) in such a manner as to permit the devolution of insurance and other benefits from the

FDIC through Cede & Co. or DTC and its Participants to the ultimate beneficial owner of any

interest in the CD. Cede & Co. shall have all rights accruing to registered owners of the CD,

including, without limitation, the right to receive principal and income payments and the right to

give instructions with respect thereto. In addition to the above, Issuer may maintain records as to

the beneficial owners of the deposit accounts represented by the CD.

b. Redemptions

DTC will not process early redemptions or calls on CDs unless (1) there is an explicit provision in

the master certificate that permits early redemption by the Issuer and specifies the payment to be

made in connection therewith or (2) written consent to an early redemption in a form designated

by DTC is obtained by the Issuer from all of the holders of the CD. Furthermore, in the event that

an Issuer sends such a payment to DTC in contravention hereof, DTC will return the payment, less

any costs, to the Issuer.

c. Electronic Master Certificates

In lieu of issuing and delivering physical master certificates to DTC, the Underwriter can facilitate

issuance of Retail CDs for state and federally chartered banks in electronic form by using specific

master certificate templates (“System E-CD Templates”) provided by DTC through UWC.

The relevant data (e.g., maturity date) will be populated into a System E-CD Template as entered

by the Underwriter into the UWC application. It is the responsibility of the Underwriter to

disseminate the populated electronic master certificate to the Issuer for electronic signature via

UWC. The Issuer must electronically sign the electronic master certificate prior to closing.

Each electronic master certificate is stored in a secure electronic vault maintained by DTC.

For Retail CDs that do not conform to the System E-CD Templates, a physical master certificate

must be delivered to DTC prior to closing.

Note: Whether issued in electronic or physical form, securities should be delivered to DTC by no

later than noon ET on the business day prior to the Closing Date as outlined in Exhibit B.

IMPORTANT LEGAL NOTICE:

DTC DOES NOT VALIDATE, CERTIFY, REPRESENT OR SEEK TO CONFIRM (i) THE

VALIDITY OF THE DATA ELEMENTS ENTERED BY A PARTICIPANT, THEIR

CORRESPONDENT UNDERWRITERS AND OR VENDORS INTO UWC (TOGETHER

WITH ANY OTHER PERSON USING UWC, “UWC USERS”) OR (ii) THE FITNESS OF THE

ELECTRONIC MASTER CERTIFICATES FOR ANY PURPOSE. USE OF UWC AND/OR

ELECTRONIC MASTER CERTIFICATES BY ANY UWC USER SHALL BE DEEMED TO

CONSTITUTE A WAIVER OF ANY AND ALL CLAIMS (WHETHER DIRECT OR

INDIRECT) AGAINST DTC AND ITS AFFILIATES, AND AN AGREEMENT THAT DTC

AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY LOSS, COST, EXPENSE OR

LIABILITY IN RELATION TO THE USE OF UWC AND/OR DISSEMINATION OR USE OF

RELATED DOCUMENTATION.

EACH PARTICIPANT AGREES TO INDEMNIFY AND HOLD HARMLESS DTC AND ITS

AFFILIATES FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, COSTS,

JUDGMENTS, CHARGES AND EXPENSES ARISING OUT OF OR RELATING TO ANY

USE OF UWC BY THE PARTICIPANT AND/OR ANY UWC USER, INCLUDING BUT NOT

LIMITED TO ANY ISSUANCES OF CERTIFICATES OF DEPOSIT AND RELATED

TRANSACTIONS BY SUCH PERSON OR ITS AFFILIATES, AGENTS, CUSTOMERS OR

DESIGNEES.

2. Unit Securities

A security comprised of two or more separate components (a “Unit”) is subject to additional

eligibility requirements. A Unit may be comprised of debt Securities, equity securities and/or

warrants. Units may separate into component parts on or after the closing date.

A Unit which is immediately separable into components on the closing date will be reviewed for

eligibility purposes as separate components and for most processing purposes. For immediately

separable Units, DTC requires separate CUSIP numbers for each component and as such the

Participant (e.g., underwriter) submitting the DTC eligibility request via UW SOURCE must

submit a separate eligibility request for each component (e.g., a common stock request and a

warrant request).

A Unit which is separable into components after the Closing Date, based upon a specific event or

time period will be transferable only as a Unit upon the books of DTC. For DTC to accept for

eligibility a Unit which is not immediately separable on the Closing Date, a number of additional

requirements must be satisfied. DTC requires (i) a CUSIP to be assigned to the Unit itself (“Unit

CUSIP”) and separate CUSIPs for each component, (ii) the Participant submitting the issue

eligibility request to use such CUSIPs to submit an eligibility request via UW SOURCE for the

Unit and for each component, and (iii) the Participant must indicate (among other requirements of

the UW SOURCE eligibility request submission) whether the Unit separation into its components

is mandatory or voluntary. In addition, for Units separable into components voluntarily after the

Closing Date, Agent must agree to include the Unit and its components in DTC’s FAST program

and process all voluntary separations of a Unit into components upon an instruction originated by

a Participant. Each separation request will be processed (i.e., approved or canceled) by the Agent

through DTC’s Deposit /Withdrawal at Custodian (“DWAC”) function beginning on the date the

Participants that have an interest in the Unit may separate it into its component parts and transfer

their interest into the respective components upon the books of DTC. (See Section II(B)(2)(c),

DWAC).

In addition, for Units which will be subject to mandatory separation after the Closing Date, Issuer

or Agent must abide by the DTC notice timeframes and requirements outlined in Section

(VI)(B)(2), Mandatory Separation of a Unit After the Closing Date.

3. New Issue Eligibility Requirements for Municipal Securities

DTC has mandated the use of the New Issue Identification Dissemination System (“NIIDS”) in

connection with eligibility processing of municipal securities issuances in order to assist

underwriters in meeting the reporting standards set forth by the MSRB. NIIDS has been

incorporated into DTC’s underwriting system, UW SOURCE. DTC has given the municipal

securities industry access to UW SOURCE and NIIDS in order to comply with the MSRB

reporting standards.

A CUSIP is not required for the Unit itself if the Unit is immediately separable.

To commence the process, the dissemination agent (“Dissemination Agent”) for a newly issued

municipal security must input the key data elements required for the reporting, comparison,

confirmation, and settlement of trades in municipal securities (“NIIDS Data Elements”) into

NIIDS. NIIDS Data Elements are defined as data needed for trade reporting, trade matching and

to set up trade confirmations (“Trade Eligible Data”). Additional data elements as indicated in

UW SOURCE which are needed for a municipal security to settle at DTC are settlement eligible

data (“Settlement Eligible Data”). A copy of the list of NIIDS Data Elements and related

procedures may be obtained from DTCC’s website at:

http://www.dtcc.com/~/media/Files/Downloads/Settlement-Asset-

Services/Underwriting/ReengineeringLegalAmendmentformandatoryNIIDs912.pdf.

Inputting NIIDS Data Elements constitutes a request to DTC that DTC make the input information

available to the industry through NIIDS. Data vendors may then disseminate the information to

the industry thereby enabling dealers to make timely and accurate reporting of their municipal

trades. DTC records the name of the Dissemination Agent that inputs the NIIDS Data Elements

and the time such information is submitted. DTC disseminates the data when it has received

authorization from the Dissemination Agent through NIIDS. In addition, NIIDS contains the

contact information for the Dissemination Agent that populated the NIIDS Data Elements for each

issue to enable users of the data to contact them with questions or comments.

IMPORTANT LEGAL NOTICE: DTC IS MERELY A CONDUIT OF INFORMATION AND

DOES NOT VALIDATE OR SEEK TO CONFIRM THE VALIDITY OF THE NIIDS

DATA ELEMENTS. USE OF NIIDS BY ANY PERSON, INCLUDING, BUT NOT

LIMITED TO PARTICIPANTS, THEIR CORRESPONDENT UNDERWRITERS

AND/OR VENDORS (TOGETHER WITH ANY OTHER PERSON USING NIIDS, “NIIDS

USERS”), SHALL BE DEEMED TO CONSTITUTE A WAIVER OF ANY AND ALL

CLAIMS (WHETHER DIRECT OR INDIRECT) AGAINST DTC AND ITS AFFILIATES,

AND AN AGREEMENT THAT DTC AND ITS AFFILIATES SHALL NOT BE LIABLE

FOR ANY LOSS, COST, EXPENSE OR LIABILITY IN RELATION TO THE

DISSEMINATION OR USE OF NIIDS DATA ELEMENTS, WHICH ARE PROVIDED

“AS IS.” EACH NIIDS USER AGREES TO INDEMNIFY AND HOLD HARMLESS DTC

AND ITS AFFILIATES FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES,

COSTS, JUDGMENTS, CHARGES AND EXPENSES ARISING OUT OF OR RELATING

TO THE USE OF NIIDS BY SUCH PERSON OR ITS AFFILIATES, AGENTS,

CUSTOMERS OR DESIGNEES.

4. Transfer Restrictions

A bond indenture, trust deed, or other document may provide that each purchaser of a securities

under that instrument must sign a purchaser’s letter or the like (in any case, a “Purchaser’s Letter”),

which contains provisions restricting the transfer of the securities. No such Purchaser’s Letter, nor

any obligation in respect thereof, is binding on DTC. DTC will not monitor or ascertain

compliance with any Purchaser’s Letter (which typically applies to the ultimate beneficial owner

of the security). To this end, as long as Cede & Co. is the sole record owner of Securities which

are subject to such a Purchaser Letter requirement, Cede & Co. shall be entitled to all voting rights,

dividends, liquidation proceeds, and redemption proceeds payable with respect to the Securities

and to receive certificates evidencing the Securities if such certificates are to be issued in

accordance with Issuer’s certificate of organization even if Securities have been credited to the

account of a Participant as a result of a transfer or failure to transfer such Securities in violation of

any provision of any applicable Purchaser’s Letter.

DTC will treat any Participant having Securities credited to its DTC accounts as the entitlement

holder with respect to such Securities. Without limiting the generality of the preceding sentence,

DTC will treat any Participant having Securities credited to its DTC accounts as entitled to receive

dividends, distributions, and voting rights, if any, in respect of Securities and to receive certificates

evidencing those Securities if such certificates are to be issued in accordance with Issuer’s

organizational documents. DTC will not have any responsibility to ascertain whether any transfer

of Securities is made in accordance with the provisions of any Purchaser’s Letter.

5. Non-U.S. Currency Denominated Securities

Securities denominated in any currency other than U.S. dollars may be made eligible at DTC if the

securities otherwise meet the eligibility requirements set forth above. DTC can support the

settlement of transactions in U.S. dollars but not in other currencies. DTC’s settlement system is

used to process principal and income payments for its Participants in U.S. or Canadian dollars.

For principal and income payments declared in other currencies which are not to be converted to

U.S. or Canadian dollars, the paying agent must follow DTC’s instructions to wire payments

directly to banks acting for the affected Participants. (See Section IV(B)(3), Securities

Denominated in a Non-U.S. Currency without an Option for U.S. Dollar Payment.)

6. Short-Term Maturities

A security that is scheduled to mature in 30 calendar days or less from the issuance date or DTC

eligibility date will only be made eligible under DTC’s MMI Program. Such a short-term security

will not be made eligible as a Non-MMI security. (See Section I (A)(2) Special Rules and

Processes for Money Market Instruments, for more information on MMI’s).

7. Monthly Optional Redemptions

DTC will consider for eligibility a debt security containing provisions for monthly optional

redemptions by the Issuer only if the security is held in BEO format and DTC has received an

executed BLOR prior to closing, and it meets all other eligibility requirements. (See Sections I,

Eligibility and I (B), Documentation)

D. Compliance with Regulations

Office of Foreign Assets Control (“OFAC”) Regulations

OFAC, an agency within the U.S. Department of Treasury, administers and enforces economic

and trade sanctions based on the U.S. foreign policy and national security goals against targeted

foreign countries, terrorists, international narcotics, etc. The U.S. Department of the Treasury

publishes several regulatory watch lists relating to various sanctions programs. Among the lists

published are the Sanctioned Countries List, and the Specially Designated Nationals and Blocked

Persons List (“SDN List”).

Any Participant requesting eligibility for securities represents to DTC that the Participant has

screened the name of the person in whose such securities are registered against the U.S.

Department of the Treasury’s Office of OFAC’s SDN List and against OFAC’s regulations and

that such person is not identified on any list. If the Issuer is listed on the OFAC SDN List, or is

incorporated or formed in a country that is subject to OFAC sanctions or embargoes, or otherwise

subject to sanctions administered by OFAC, then the securities of such Issuer are not DTC eligible.

DTC requires that Agents which are transfer agents provide an OFAC certification for securities

that DTC considers for eligibility, in reliance on which eligibility may be approved. This

certification indicates that the Agent has and will continue to comply with all of its OFAC

obligations.

E. DTC Fee Schedule

In regard to DTC’s fees for the services described in this OA, including but not limited to,

exception processing fees or surcharges (e.g., late notifications), to which Participants, or Agents

may be subject, please refer to the current DTC Fee Schedule, available at

http://www.dtcc.com/~/media/Files/Downloads/legal/fee-guides/dtcfeeguide.pdf.

II. Requirements for DTC Servicing of Securities

A. Standards

The following requirements help to ensure the timely processing, accountability, and accurate

reporting of Securities at DTC.

1. CUSIP Number Assignment

Issuer or Agent must obtain a CUSIP number from the CUSIP Service Bureau for each of its issues.

Each serial and term for municipal issues must be assigned a distinct CUSIP number. This number

must be printed on each security certificate representing the Securities comprising such issue.

DTC may require the Issuer or Agent to obtain a new CUSIP number from the CUSIP Service

Bureau to facilitate the adequate processing of certain corporate action events (e.g., reverse stock

split, interest payment). An example of such a requirement for a new CUSIP for an interest

payment is when the additional issuance of debt securities carries an interest accrual date or period

that is different than the original issuance.

2. Certificate Format

The certificate format for registered security certificates (excluding “BEO” issues) shall comply

with American National Standards Institute standards and have a standard assignment area. The

attachment of stamps (other than in the assignment area), bar code labels or other processing-

related material on the face of the security certificate should not be deemed to “mutilate” the

certificate, otherwise require a revalidation or guarantee of the certificate by the Agent or by the

Issuer of the Securities. With respect to municipal issues, any required legal opinion should be

printed on the certificate.

3. Legends

Any security certificate evidencing securities for which DTC eligibility is being requested may, at

the time of such eligibility request, bear a legend noting restrictions on transfer. When such

Securities are accepted for deposit and sent to the transfer agent for re-registration into the name

of Cede & Co., as nominee for DTC, such restrictive legend must be removed, and the DTC legend

set forth below shall appear on the security certificate registered in the name of Cede & Co.

Thereafter, when interests in such Securities are transferred by book-entry in the DTC system,

Participants and beneficial owners will not be aware of any legend or its absence. DTC and Cede

& Co. shall have no obligation to read such a legend, to act (or refrain from acting where a legend

contains a restriction) in accordance with its terms, or to inform Participants or others of the

existence or terms of such a legend.

Each security certificate registered in the name of Cede & Co. shall bear the following DTC

legend:

Unless this certificate is presented by an authorized representative of The Depository Trust

Company, a New York corporation (“DTC”), to Issuer or its agent for registration of

transfer, exchange, or payment, and any certificate issued is registered in the name of Cede

& Co. or in such other name as is requested by an authorized representative of DTC (and

any payment is made to Cede & Co. or to such other entity as is requested by an authorized

representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR

VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the

registered owner hereof, Cede & Co., has an interest herein.

B. Transfer Requirements

1. Possession and Inspection

In addition to other applicable provisions of this OA, at least one of the following conditions must

be met for DTC to support distribution of securities issued on a Closing Date: (i) DTC must

receive any security certificate representing the securities for inspection by 12:00 noon Eastern

Time (“ET”) on the business day prior to an issue’s Closing Date; or (ii) DTC must receive

confirmation by Agent of the issue’s FAST balance, utilizing DTC’s Fast Reject and Confirmation

(“FRAC”) function available on PTS, PBS, or other DTC-approved electronic communications

medium, on the issue’s Closing Date, as early as the opening of business but no later than 12:00

noon ET. (See also II(B)(2)(b),FRAC.)

For delivery of physical security certificates representing securities accepted for DTC eligibility,

absent any other arrangements agreed to by DTC, Issuer or Agent shall send such certificates to

DTC by a secure means (e.g., by courier or overnight delivery). Such delivery shall be made in a

timely manner to ensure DTC’s receipt on the business day prior to the issue’s Closing Date. The

security certificates should be sent to the following address:

Securities Processing Department

The Depository Trust Company

Attn: Interface Packaging Area

570 Washington Blvd., 5

Floor

Jersey City, NJ 07310

The party sending such certificates should prudently monitor the delivery service provider’s

tracking system to confirm delivery to and receipt by DTC.

2. FAST Program

a. FAST

DTC’s FAST program allows an Agent which is an approved FAST Agent to act as custodian for

DTC and increase or decrease the amounts of a balance certificate representing Securities eligible

for DTC book-entry services

In order for an Agent to use DTC’s FAST program, it must first become a FAST Agent by

executing a Balance Certificate Agreement in favor of DTC and other related documents. Once

accepted, FAST Agents may request additional issues of securities that they service be added to

DTC’s FAST program. An Agent wishing to include an issue of securities in the DTC FAST

program must adopt DTC’s FAST procedures as then in effect and as the same may be amended

from time to time. DTC’s receipt of an executed Transfer Agent FAST Criteria Agreement shall

evidence the Agent’s agreement to and adoption of such DTC procedures.

For Securities included in the FAST program, the security certificate shall remain in the applicable

FAST Agent’s custody as a balance certificate (“Balance Certificate”) subject to the provisions of

the applicable Balance Certificate Agreement. FAST Agents shall reconcile and confirm to DTC

the amount of the Securities reflected by such Balance Certificate and recorded in the name of

Cede & Co. on a daily basis, or other periodic basis as DTC may reasonably request. Confirmation

of Securities positions by such an Agent shall be deemed to be a representation that there are no

liens, restrictions, or adverse claims arising through the Issuer to which the Securities are or may

be subject. The failure of any FAST Agent to comply with these arrangements may result in, among

other things, DTC’s refusal to allow such FAST Agent the ability to add future issues to DTC’s

FAST program.

In conjunction with certain FAST Agents and with respect to most Securities held through DTC,

DTC offers Direct Registration System (“DRS”) service; DRS allows investors to hold a security

directly on the books of the transfer agent of the Issuer (which is also the FAST Agent for DTC)

as the registered owner rather than: (i) indirectly through a securities intermediary that holds the

security in “street name” or in an account with a depository such as DTC; or (ii) in the form of a

security certificate. Through the utilization of FAST, DRS also allows for the transfer of the

position from such direct holding by the beneficial owner to indirect holding through DTC and its

Participants.

Since Issuers that participate in DRS have acknowledged that the use of electronic registration of

securities is a valid method to evidence ownership, DTC has eliminated the prior requirement to

maintain a FAST balance certificate for exchange-listed issues that are DRS eligible and

participating. DTC reserves the right to draw down from any FAST balance and itself receive a

security certificate to be registered in DTC’s nominee name of Cede & Co., reflecting any amount

of the security up to and including the total amount outstanding and due to DTC from those FAST

Agents.

Agents interested in joining FAST may obtain additional information from the DTCC web page at

http://dtcc.com/matching-settlement-and-asset-services/agent-services/fast.

b. FRAC

FRAC is a function by which a FAST Agent may confirm or reject the balance or transfer of

Securities. On the Closing Date of a new issue or secondary offering (as early as the opening of

business, but no later than 12:00 noon ET), the FAST Agent will use FRAC to confirm the

Shipment Control List (“SCL”)

, or provide some other statement, such as an initial transaction

statement, evidencing the issuance of Securities recorded on Agent’s books and records in the

name of Cede & Co. Balance confirmation must be received from the FAST Agent prior to DTC

crediting Securities to a Participant’s account on the issue’s Closing Date. Under no circumstances

will a Participant’s account be credited unless DTC’s Underwriting Department receives closing

information from the underwriter and the Agent, and the closing information is in agreement.

FRAC is to also be used by the FAST Agent to confirm or reject balances or transfers associated

with the presentation by DTC of securities for a corporate action event for the drawdown of the

FAST position on the target security and/or an add-to-balance of position when the entitlement

security will be FAST. Balances are to be confirmed by the FAST Agent upon receipt of the SCL

instruction from DTC on the effective date or the DTC allocation date of the corporate action or

as soon as practicable thereafter. It is the obligation of the FAST Agent to use FRAC to confirm

the Cede & Co. FAST Balance and process the event according to the electronic SCL instructions

presented.

c. DWAC

DTC may require that a FAST Agent for certain issue types (e.g., Rule 144A issues, unit

investment trusts (“UITs”), unsponsored American Depositary Receipts (“ADRs”), Unit

separation into components or other Securities requiring special processing) use DTC’s Securities

Processing Application (SPA) system, Transactions, DWAC function. On each day on which the

Agent is open for business and on which it receives an instruction originated by a Participant

through DTC’s SPA system to either submit deposit (increase) or withdrawal (decrease)

instructions to a FAST Agent via DTC’s SPA system or other DTC-approved electronic

communications medium by a specified number of shares, units or obligations, the FAST Agent

is responsible for approving or canceling deposit or withdrawal instructions no later than 5:30 p.m.

ET.

A FAST Agent’s approval of a deposit or withdrawal instruction shall be deemed to be the receipt

by DTC of a new, reissued or reregistered security certificate representing the Securities evidenced

thereby upon registration of transfer to the name of Cede & Co. for the quantity of Securities

evidenced by the Balance Certificate after the deposit or withdrawal instruction is effected.

A form generated by DTC that lists identifying information about a shipped security certificate, including the

number of shares or other interests, CUSIP number, and dollar value. An SCL serves as a manifest for a transfer

agent receiving security certificates from DTC.

3. Transfer Turnaround Times

Transfer agents (including transfer agents not registered with the SEC) shall comply with the

SEC’s transfer-turnaround rules.

4. Transfer Agent Compliance

a. Authentication Date on Transfers

Transfer agents must provide the authentication date on all returned credit certificates to DTC.

The authentication date is the date the transfer is effected.

b. Transfer Agent Required Notices

In compliance with Rule 17Ad-16 under the Securities Exchange Act of 1934 (“Rule 17Ad-16”),

all registered transfer agents are required to provide written notice (“17Ad-16 Notice”) to DTC

when ceasing to perform or assuming transfer agent services on behalf of an Issuer or when the

transfer agent is changing its name or address. The transfer agent must notify DTC of ceasing to

perform or assumption of transfer agent services, or when the transfer agent is changing its name

or address, on or before the later of (i) 10 calendar days prior to the effective date or (ii) in the case

of a termination or assumption, the date the transfer agent is (a) notified of the effective date, or

(b) becomes aware of the termination or assumption date, as applicable.

The transfer agent must submit a 17Ad-16 Notice conforming to the requirements set forth in Rule

17Ad-16 via the portal DTC designates for this purpose (“Issuer Agent Portal”).

Transfer agents must use the Transfer Agent 17Ad-16 Notices function (“17Ad-16 Function”)

found on the Issuer Agent Portal web application. The Issuer Agent Portal is a self-service

application that allows issuers, trustees, and agents to post documentation directly to the DTC

Legal Notice System (“LENS”) on securities they issue or act as trustee or agent upon. The 17Ad-

16 Function requires completion of certain mandatory fields (a) relating to information required to

be included in a 17Ad-16 Notice pursuant to Rule 17Ad-16 and (b) other information necessary

for DTC to process a submission. Optional fields may also be available.

The Issuer Agent Portal is the only facility where transfer agents can submit a 17Ad-16 Notice to

DTC. Hard copy notices physically mailed to DTC and/or notices attached to or embedded in an

email sent to DTC will not be posted to LENS.

Once the transfer agent has successfully input its mandatory and optional information, the Agent

may review the information and make any changes, if necessary.

If satisfied with the information

provided, the transfer agent may submit the details for posting to LENS. Once submitted to LENS,

The URL for the Issuer Agent Portal is https://issueragentservices.dtcc.com.

As described below, a trustee may also use the 17Ad-16 Function for certain notices. If a trustee believes that a

field made available within in the 17Ad-16 Function is not applicable to a trustee (as opposed to a transfer agent),

the trustee should leave the field blank.

the transfer agent can save and export a copy of the posted information for the transfer agent’s own

records.

In addition, a confirmation email

will be sent to the submitting agent. This email will represent

confirmation to the transfer agent that the 17Ad-16 Notice has been submitted to LENS, and the

transfer agent will not receive any other confirmation. If the transfer agent does not receive a

confirmation email, it should consider the 17Ad-16 Notice as incomplete and not submitted to

LENS, and it should resubmit the 17Ad-16 Notice. All information is posted to LENS in a

standardized format reflecting the information submitted by the transfer agent. A transfer agent

should retain a copy of all information that it submits for its own records.

Inquiries regarding the 17Ad-16 Notice process should be sent to [email protected].

c. Transfer Agent’s Change of Name or Address

Transfer agents shall submit notices relating to the change of name or address of a transfer agent

through the Issuer Agent Portal only. Such notices shall include the following information:

• transfer agent’s updated contact information (agent name, address, contact name, contact

phone and contact e-mail);

• FINS number of the transfer agent; and

• location where security certificates shall be received for transfer and re-registration.

Hard copy notices physically mailed to DTC and/or notices attached to or embedded in an email

sent to DTC will not be posted to LENS.

d. Posting of Transfer Agent Notices to LENS

A 17 Ad-16 Notice submitted to DTC by a transfer agent in accordance with the provisions of this

section will be made available to Participants for viewing on the DTC Legal Notice System

(“LENS”) within 24 hours of DTC’s receipt of the 17Ad-16 Notice from the transfer agent, not

including weekends and holidays (i.e., non-Business Days).

Important Note: DTC does not screen 17Ad-16 Notices for confidential information. It is the full

and sole responsibility of the transfer agent submitting a 17Ad-16 Notice to ensure that the

information contained in the 17Ad-16 Notice is correct and does not include any information that

would otherwise be deemed as confidential or material non-public information.

The confirmation email representing a successful submission is sent to the transfer agent’s business email in near

real-time. Transfer agents are advised to check their spam, clutter, or junk folders if they do not receive the

submission confirmation email.

For example, if DTC receives a notice a 17Ad-16 Notice through the designated e-mail or electronic methods

described above at 6:00 p.m. Eastern Time (“ET”) on a Monday (that is not a holiday), DTC will make the 17Ad-

16 Notice available for viewing by Participants on LENS no later than 5:59 p.m. ET on Tuesday. For weekends,

if DTC receives a notice at or after 6:00 p.m. ET on a Friday, DTCC would make the 17Ad-16 Notice available

for viewing by Participants on LENS no later than 5:59 p.m. ET on Monday.

e. Legal and Tax Notices

Legal, tax and other forms of public investor communications not related to corporate actions,

must be submitted to LENS by using the Legal & Tax function on the Issuer Agent Portal. The

Issuer Agent Portal will generate an email confirmation upon successful receipt of notice

submissions.

For concerns with the submission of a legal & tax notice or if a notice needs to be removed from

LENS, an email should be sent to [email protected]

The Issuer Agent Portal is the only facility where transfer agents can submit forms of public

investor communications that are not related to corporate actions. Hard copy notices physically

mailed to DTC and/or notices attached to or embedded in an email sent to DTC will not be posted

to LENS.

f. Other Notices Delivered by Transfer Agents for Posting to LENS

Other types of notices (not relating to DTC corporate actions), including but not limited to closing

memoranda, new issue memoranda, mutual fund memoranda and notices for ineligible securities,

must be submitted through the Transfer Agent 17Ad-16 Notices option in the Issuer Agent Portal.

Hard copy notices physically mailed to DTC and/or notices attached to or embedded in an email

sent to DTC will not be posted to LENS.

Inquiries relating to the process of submitting these notices should be sent to

TAServices@dtcc.com.

Important Note: DTC does not screen notices submitted through the Issuer Agent Portal for

posting to LENS for confidential information. It is the full and sole responsibility of the issuer,

transfer agent or trustee submitting a notice to ensure that the information contained in the notice

is correct and does not include any information that would otherwise be deemed as confidential

or material non-public information. Additionally, notices and information relating to corporate

actions (excluding Bankruptcy Notices) of any type must not be submitted through the Issuer Agent

Portal for posting to LENS. The process for submitting specific types of corporate action

notifications is provided for in other sections of these Operational Arrangements.

5. Trustee Required Notices

In the event of a change in trustee with respect to an issue of Securities, DTC requires that the new

and prior trustee update the trustee information provided to DTC. These types of notices must be

posted using the 17Ad-16 Function.

Hard copy notices physically mailed to DTC and/or notices attached to or embedded in an email

sent to DTC will not be posted to LENS.

Inquiries relating to the process of submitting these notices should be sent to

TAServices@dtcc.com.

Important Note: DTC does not screen trustee notices for confidential information. It is the full

and sole responsibility of the trustee submitting a notice to ensure that the information contained

the notice is correct and does not include any information that would otherwise be deemed as

confidential or material non-public information.

6. LIBOR Replacement Index Communication Tool

The LIBOR Replacement Index Communication Tool (“Communication Tool”) is designed to

help issuers, trustees and agents communicate via LENS certain LIBOR benchmark replacement

information for Securities that are converting from LIBOR (USD) to an alternative reference rate.

The Communication Tool is available through the Issuer Agent Portal. Transfer Agents must use

the LIBOR function (“LIBOR Function”) in the Issuer Agent Portal to communicate LIBOR

benchmark replacement information through the Communication Tool.

To submit rate replacement information via the Communication Tool, users must first complete

an automated verification process. Once verified, the user can input replacement rate information

(i) for multiple securities at one time, using templates in the Communication Tool, or (ii) for an

individual Security, not using a template. In either case, the user also has the option to upload

accompanying documentation to include with the inputted replacement rate information, all of

which will be posted to LENS.

Once the user has successfully input all replacement rate information (and uploaded any

accompanying documentation), the user may review the information and make any changes, if

necessary. If satisfied with the information provided, the user may submit the details for posting

to LENS. Once submitted to LENS, the user can save, export, and print a copy of the posted

information for the user’s own records.

All replacement rate information, and any accompanying documentation, are posted to LENS in a

standardized format reflecting the information submitted by the user.

Users should retain a copy of all replacement rate information that they submit for their own

records.

The Communication Tool will be decommissioned by DTC on September 30, 2024, at which time

this Subsection 6 will be deleted.

Important Note: DTC does not review any information submitted through the Communication Tool

for accuracy, completeness, or confidential information. It is the full and sole responsibility of the

user submitting the information to ensure that the information is accurate, complete and does not

include any information that would otherwise be deemed as confidential or material non-public

information.

III. Record Date Requirements, Notices, Payment Instructions and Policies

A. Record Date Requirements

Issuer or Agent must set a record date which is the date that the holder of an issue of Securities

must be registered on the books of the Issuer in order to receive cash or other distributions or

certain rights, such as the right to vote. Using a record date ensures that holders are able to receive

cash or other distributions and/or exercise their entitled rights based upon their holdings at a set

point in time. A record date is also required to determine the Participant and ultimately the

beneficial owner entitled to receive distributions and or rights. There are certain record date

requirements that must be met due to processing requirements relating to different types of

securities as set forth below:

1. For Certificated Securities where a beneficial owner may obtain a security certificate

representing its securities, the dividend/interest record date shall be no fewer than five

business days prior to the payable date.

2. For Securities which provide an option for payment in U.S. dollars and/or another

currency (or currencies), the dividend or interest record date shall be no fewer than 15

calendar days prior to the payable date.

3. For debt Securities, the record date must fall within the interest accrual period.

B. Notices

Issuer or Agent may provide certain information or notice to DTC for distribution to Participants.

Participants are responsible for further distribution to their customers including intermediaries and

ultimate beneficial owners. Such notice shall include all relevant information pertaining to the

issue, including but not limited to CUSIP numbers, terms of the event, payment information, and

any related instructions. In addition, any such notice must be sent by e-mail or electronic

transmission (i.e., BMA5, REDCAL) in a timely manner to assure that such notice is in DTC’s

possession no later than the close of business on the business day before, or if possible two business

days before, the Publication Date. The party sending such notice shall have a method to verify

subsequently the use and timeliness of such notice.

If the party sending the notice by e-mail does not receive an e-mail receipt from DTC confirming

that the notice has been received, such party may telephone the respective DTC department to

confirm receipt of the notice.

If DTC supplies an e-mail address for use with a specific notice, use of an alternate e-mail address,

does not constitute a valid notification to DTC. All notices to DTC should refer to the CUSIP

number(s) of any Securities that are the subject of or affected by the notice. (See Section I(B)(1)(c),

Agreements of Underwriter, Issuer, and Agent.)

C. Payment Instructions

DTC must receive payments and related CUSIP-specific detail in a timely manner. All payments

must be received by DTC in immediately available funds and must equal the full amount due on

the payable date (or effective date, or the day on which funds are first made available for payment

for Reorganization events, as applicable). No fees, such as wire fees, may be charged to DTC; this

includes invoicing DTC a fee or deducting a fee from any payments due to DTC, its nominee,

Cede & Co., or its registered assigns.

1. Income Payment Standards

Income payments include cash dividends, interest, and periodic principal distributions (“Income

Payments”) paid to holders of record. Such payments must be made to DTC’s Dividend Deposit

Account in accordance with the following procedures.

DTC must receive CUSIP-specific detail of payments (as described in section IV.A. Income

Payment Details), no later than 2:50 p.m. ET. The dollar amount associated with such detail must

correspond with the actual dollar payment received prior to 3:00 p.m. ET. All Income Payments

must be delivered to Cede & Co., as nominee of DTC, in immediately available funds prior to 3:00

p.m. ET on the payable date. Failure to provide timely payment to DTC could jeopardize the

same-day distribution of these payments to Participants and beneficial holders.

Income Payments made to DTC must be made in immediately available funds via Fedwire to

DTC’s Dividend Deposit Account. Agent shall meet these payment standards with regard to all

issues for which it acts. DTC monitors payment performance and may refuse to make eligible

certain issues if Agent has a record of failing to comply with these payment standards.

2. Redemption and Maturity Payment Standards

Redemption and maturity payments include cash payments of principal proceeds due to

redemptions and maturities (“Redemption and Maturity Payments”). Such payments must be made

to DTC’s Redemption Deposit Account in accordance with the following procedures.

DTC must receive CUSIP-specific detail of payments, no later than 2:50 p.m. ET. The dollar

amount associated with such detail must correspond with the actual dollar payment received prior

to 3:00 p.m. ET. All Redemption and Maturity Payments must be delivered to Cede & Co., as

nominee of DTC, in immediately available funds prior to 3:00 p.m. ET on the payable date. Failure

to provide timely payment to DTC could jeopardize the same-day distribution of these payments

to Participants and beneficial holders.

Redemption and Maturity Payments made to DTC must be made in immediately available day

funds via Fedwire to DTC’s Redemption Deposit Account. Agent shall meet these payment

standards with regard to all issues for which it acts. DTC monitors payment performance and may

refuse to make eligible certain issues if Agent has a record of failing to comply with these payment

standards.

Agents and Issuers can obtain further information about the P&I process, at DTCC’s website at:

http://www.dtcc.com/matching-settlement-and-asset-services/corporate-actions-processing.

For further information regarding wire instructions and arrangements for Income, Redemptions

and Maturity payments, contact DTCC’s Client Support Line at (888) 382-2721 and select the

appropriate menu option.

3. Reorganization Payment Standards

Reorganization payments include cash payments resulting from reorganization activities (such as

tender offers, put options, cash mergers, cash conversions, rights offers/subscription refunds, early

Certificate of Deposit withdrawals, etc. (“Reorganization Payments”)). Such payments must be

made to DTC’s Reorganization Deposit Account in accordance with the following procedures.

Reorganization Payments must be delivered to Cede & Co., as nominee of DTC in immediately

available funds no later than 1:00 p.m. ET on the payable or effective date, or the day on which

funds are first made available for payment. In addition, payments of $1 Billion or more must be

received by DTC no later than 12:00 p.m. noon ET. Concurrently, all CUSIP-specific detail or

other payment detail must accompany each such payment.

Reorganization payments made to DTC must be made in immediately available funds via Fedwire

to DTC’s Reorganization Deposit Account and must include CUSIP number(s) and other relevant

information that links the payment to the appropriate event (e.g., the 15-digit DTC supplied BBI

number associated with a put payment or the instruction amount, and date exercised for a cash

conversion). For more detailed information regarding wire instructions and payment arrangements

with DTC, contact DTC’s Reorganization Department at mandatoryreorg@dtcc.com,

reorgtenders@dtcc.com, [email protected], or put[email protected], or contact DTCC’s

Client Support Line at (888) 382-2721 and select the appropriate menu option.

D. Additional Payment Arrangements/Policies/Procedures

In absence of this or any other arrangement authorized by DTC, all Income, Redemption and

Maturity and Reorganization Payments must be made by Fedwire in accordance with the

procedures described in Section III(C) above. In addition, no fees, such as wire fees, may be

charged to DTC, this includes invoicing DTC a fee or deducting a fee from any payment due to

DTC, its nominee, Cede & Co., or its assigns.

Inquiries may be directed via the contact information provided above to obtain more detailed

information regarding wire instructions and payment arrangements with DTC.

1. Redemption Payments without Presentation (“PWP”)

Paying Agents and Issuers participating in DTC’s PWP process for FAST and BEO issues

undergoing redemption payments for partial calls, full calls, and maturities, agree to accept DTC

specific details (e.g., CUSIP number, payment date, amount due, etc.) for upcoming redemption

payments via automated notification in lieu of DTC’s physical presentment of drawdown SCL and

Redemption Payment Summary (“RPS”) forms. The paying agent and Issuer agree to review such

details prior to the redemption date and to inform DTC of payment discrepancies at a CUSIP level,

prior to the payment date. Redemption payments are then remitted to DTC in accordance with the

procedures described in Section III (C)(2), Redemption and Maturity Payment Standards.

2. Compensation Claims Policy

In the event that a Participant is unsuccessful in collecting directly from a paying agent or an issuer

a claim for compensation due, and so notifies DTC, DTC may elect to claim compensation for

payments due from the Paying Agent and/or Issuer if there is a failure to pay DTC for an event on

the scheduled payment date in immediately available funds, and in the case of certain

reorganization transactions, if there is a failure to pay DTC in immediately available funds on the

scheduled payment date or on the effective date (as it applies to the Reorganization transaction),

or on the first day funds are made available for payment.

3. Post-Payable Income Adjustments

Adjustments can result from (but are not limited to) changes in rate, record date, accrual period or

payable date and any activity tracking for stock loans, repos and due bill fail tracking

DTC will agree to Agents’ requests for the reallocation of certain misapplied, misdirected, or

miscalculated income payments resulting in post-payable adjustment to DTC Participants under

the following conditions:

• Agent’s notice to DTC where the adjustment request will result in a credit to DTC

Participants must be received by DTC no later than one calendar year from the

initial payment date;

• Agent’s notice to DTC for any adjustment request which will cause a debit-only, or

there is a portion of the adjustment that will result in a debit, must be received by

DTC no later than 90 calendar days from the initial payment date;

• Agent’s notice to DTC for the adjustment request is to include the root cause

adjustment code and information identifying issuance date, instrument, issuer,

servicer, and calculating agent. DTC will not process any post-payable adjustments

missing these key details; and

• In the event the Agent’s adjustment request (e.g., rate change) resulted in an

overpayment of funds and requires DTC to charge back funds from DTC

Participants’ accounts, in order to receive the collect funds, the Agent is to refer to

Section III (D)(4) (b) Processing Errors, and contact DTC’s P&I Event

Reconciliation and Support (PIERS) Department via email at

[email protected] for further details.

Issuers and/or Agents wishing to modify certain income payments beyond the time period that

DTC will process the adjustments may do so by obtaining a “P&I Allocation Register” by emailing

[email protected] and making payment arrangements directly with

the affected DTC participants.

For adjustments resulting from Agent’s requests to DTC to revise rates, record dates, or payable

dates, DTC will notify Participants at least one day prior to processing the adjustment to

Participants’ accounts when the adjustment will be processed within 30 days of the original

allocation, and DTC will notify Participants at least three days prior to processing the adjustment

to Participants’ accounts when the adjustment will be processed 30 days or more after the original

allocation.

4. Requests for Return-of-Funds

The following provisions apply to instances where the Paying Agent and/or Issuer request the

return of funds made to DTC for income, redemption or maturity payments, as applicable (See VI

(E), Chargeback of Reorganization Payments):

a. Issuer Default/Bankruptcy Considerations/Agent Not Funded by Issuer

In the event an Agent advances a payment to DTC and the Issuer fails to provide the Agent

sufficient funds to cover the payment or the Issuer is bankrupt, DTC will return funds to the Agent

if notified within one business day of making payment to DTC. Upon proper notice, DTC will

charge back the funds which have been allocated to Participants. Any returned funds collected by

DTC will be paid to the Issuer’s Agent one business day after receiving the return of funds request,

or promptly thereafter, as practical. In the event a return of funds request regarding an Issuer

default or bankruptcy is made two or more business days after DTC had received payment, DTC

will provide Agent with each Participant’s name and contact information to assist Agent in the

collection process. DTC has no obligation as principal for the return of any such funds allocated

to Participants.

b. Processing Errors

With regard to erroneous payments and overpayments of funds made to DTC, Agent or Issuer shall

contact DTC’s P&I Event Reconciliation and Support (PIERS) Department via email at

[email protected]. With regard to the return of such payments by DTC to the

Issuer or Agent, DTC will only refund the payment to the account indicated in the “Account

Designation Letter” on file with DTC. DTC will only process claims of $100.00 or greater. DTC

reserves the right to ask for an opinion of counsel and or an indemnification as it deems appropriate

in its sole discretion prior to processing the return of funds. Agent or Issuer also agrees to attest

to the fact that the bank account number to which the return of funds will be made is under the

control and monitored by the Compliance Department/officer of the Agent or Issuer. Agents or

Issuers are required to certify annually that DTC’s records with respect to the return of erroneous

payments to such bank account number are valid and current.

c. DWAC Deposit and Income Payments

Agent is to pay DTC income payments on payment date for record date position. Agent is

responsible when approving a DWAC deposit after a record date and before the payment date to

ensure the deposited position is not included in the Cede & Co. captured record date position when

funding DTC on the payment date, and Agent will make the income payment due the depositing

participant directly to the participant. DTC has no responsibility to make the payment to the

participant.

Agent is responsible when approving a DWAC deposit to ensure the deposited position has all the

same attributes of the security into which the deposit is being made, (e.g., accrual date or period,

record date, payment date, payment cycle, interest rate, call feature, put feature, maturity date).

Refer to Section II A. 1. CUSIP Number Assignment).

Failure by Agent to follow the above procedures could result in an overpayment by Agent to DTC

and jeopardize the timely and accurate payment to DTC and the same-day distribution of these

payments to Participants and beneficial holders. See also Section b., Processing Errors, above.

IV. Dividend and Income Payment Notification Procedures

A. Income Payment Details

Income payments include cash dividends, interest, and periodic principal distributions (“Income

Payments”) paid to holders of record.

Issuer or Agent shall provide a notice of income payment information to DTC electronically either

via automated files (DCN/BMA/RedCal) or the standard spreadsheet files

(DCNLite/BMALite/RedCalLite), as previously arranged by Issuer or Agent and DTC, prior to

the payable date, but in no event later than 3 a.m. ET on the payable date. This information shall

include:

• Security description and CUSIP number;

• record date;

• payable date; and

• dividend (rate per share) or interest rate (per $1,000 principal amount) and the potential tax

liability, including but not limited to capital gains, liquidations, and cash liquidating

distributions.

Note: Payment notices for exchange traded funds (“ETF”) are generally not required, unless

specifically requested by DTC, as this information is sourced from the exchanges on which the

ETFs are listed.

1. Structured Securities

A debt Security that is backed by a pool of underlying financial assets is a structured security

(“Structured Security”). In order for DTC to provide minimal notification of Structured Security

rate information to its Participants, the paying agent or any source acceptable to DTC shall provide

the following information prior to the payable date but no later than 3:00 a.m. ET on the payable

date:

• Security description and CUSIP number(s);

• record date;

• payable date

• current interest rate;

• principal pay-down rate;

• beginning and ending pool factor (which is the remaining balance per $1,000 of face value);

• Agent’s contact name and phone number;

• interest shortfall rate;

• deferred interest/negative amortization rate;

• method of calculation (e.g., 30/360, 30/365, actual/360); and

• interest accrual period (record date to record date or payable date to payable date)

• payment classification (e.g., Interest, Principal, Premium, and Special Distribution)

All rates must be expressed and calculated on the original principal amount of $1,000 per bond (or

other minimum authorized amount if less than $1,000 face value). This information shall be sent

electronically to DTC, using the protocol/file format previously published by the Bond Market

Association (which is now known as the Securities Industry Financial Markets Association) and

DTC. On an exception basis, DTC will accept this information by e-mail sent to

[email protected].

Report Cards

DTC will publish report cards disclosing statistics on timeliness for Structured Securities, grouped

by their paying agent. The report cards will also include payment rate accuracy statistics on all

Structured Securities.

2. American/Global Depositary Receipts (“ADR/ GDR”)

Agent shall provide DTC with a notice of payment information with regard to ADR/ GDR. After

establishing the amount of any payment to be made on such Securities, Agent shall send such

notice to DTC’s Announcements Department via e-mail to [email protected] no fewer than two

business days prior to the payable or distribution date. Such notice shall include the following

information:

• Security description and CUSIP number(s);

• record date;

• payable date;

• payment amount per share;

• foreign and U.S. gross rate;

• favorable and unfavorable tax percentage and rate;

• ADR to ordinary share ratio;

• home currency;

• exchange rate used, if applicable; and

• any fee, if applicable.

3. Defaulted Issues

Agent shall provide DTC with a notice of payments on defaulted issues. After establishing the

amount of any payment to be made on such Securities, Agent shall send such notice to DTC’s

Announcements Department via e-mail to dividenddef[email protected], preferably five

but no fewer than two business days prior to the payable or distribution date. Such notice shall

include the following information:

• Security description and CUSIP number;

• record date;

• payable date; and

• dividend (rate per share) or interest rate (per $1,000 principal amount) and the potential

tax liability, including but not limited to capital gains, liquidations, and any cash

liquidating distributions.

B. Currency Payment Provisions

All payments to DTC must be in U.S. dollars or, for issues eligible for Canadian Link service, in

either U.S. or Canadian dollars. Payments in a currency other than U.S. dollars (except in limited

circumstances such as, Canadian dollar payments for certain securities) shall be received and made

directly by Agent to DTC Participants.

1. Non-U.S. Dollar Payment Rate Information

Issuer or Agent shall notify DTC’s Announcements Department of any non-U.S. dollar payment

rate no later than the close of business preferably five, but no fewer than two business days prior

to such payable date. Such notice shall include:

• Security description and CUSIP number(s);

• payment rate expressed in that currency (per 1,000 units of principal amount or per share);

• payment rate expressed in U.S. dollars (per 1,000 units of principal amount or per share);

• exchange rate; and

• conversion rate date.

For further information on non-U.S./Canadian dollar payment processing see subsection 2(b) of

this Section B.

2. Securities Denominated in a Non-U.S. Currency with an Election for Payments in

a Specific Currency including U.S. Dollar Payments

a. Securities Denominated in a Non-U.S. Currency with an Option for

U.S Dollar

Payments

Issuer shall make payments of principal, interest, or dividends, with respect to the Securities

represented by the Security certificate(s) in the currency specified in the offering document

(“Initial Currency and/or Designated Currency”) submitted to DTC.

Issuer will make payments to Agent in the Initial Currency and/or Designated Currency. Agent is

authorized by Issuer to make payments on its behalf. Agent has been appointed by Issuer to receive

and convert designated portions of payments into U.S. dollars. Beneficial owners of the Securities,

acting through a Participant, may choose to receive principal, interest, and dividend payments in

U.S. dollars through DTC’s facilities. DTC will only accept payments in U.S. dollars. Issuer and

Agent acknowledge that the entire amount of such payments to Participants shall be made in U.S.

dollars unless DTC is notified by one or more of its Participants holding an interest in a Security,

or through which an interest in the Securities is held, that it elects to receive such payment, or a

portion thereof, in the Initial Currency and/or Designated Currency outside of DTC. Absent any

other arrangements, any beneficial owners that do not elect payments in a non-US currency in the

Except for payments made through the Canadian-Link Service, election for Canadian dollars is treated like any

other non-U.S. dollar payment and paid directly by paying agent. (See Section IV(B)(2)(b)).

Initial Currency and/or Designated Currency shall receive U.S. dollar payments by DTC payment

to the Participants holding on their behalf.

If DTC does not notify Agent of any payments to be made in the Initial Currency and/or Designated

Currency, it is understood that only U.S. dollar payments are to be made with respect of the

payment.

If DTC receives notification from Participants to receive payments in the Initial Currency and/or

Designated Currency, DTC will notify Agent with the amount of such payment to be received in

the Initial and/or Designated Currency and the applicable wire transfer instructions on the first

business day after the instruction window has closed for Participants. Agent shall use such

instructions to pay Participants directly. Agent accepts responsibility for the Non-U.S. currency

payment made to DTC Participants, including confirming directly to the DTC Participants that

payment has been made. The Agent acknowledges that DTC is unable to, and will not, confirm

whether such payments were made to or received by DTC Participants. The remainder of the

payment due to Cede & Co., as nominee of DTC, in the Initial Currency and/or Designated

Currency shall be converted from the Initial Currency and/or Designated Currency into U.S.

dollars in accordance with the provisions of the Agency Agreement or other such document

authorizing and providing the terms of such currency conversions. Agent shall then credit the U.S.

dollar payment to Cede & Co., as nominee of DTC, in accordance with DTC’s payment

procedures.

In the event Agent is unable to convert the Initial Currency and/or Designated Currency into U.S.

dollars to make payments in U.S. dollars, Agent shall notify DTC that the entire payment is to be

made in the Initial Currency and/or Designated Currency by Agent. Agent shall pay Participants

directly in accordance with Section IV(B)(3) below.

b. Securities with Payments Made in Canadian Dollars and/or U.S. Dollars

Certain Canadian Issuers make payment of principal, interest and dividends in Canadian dollars as

specified in the offering document for the Security. Agent is authorized by Issuer to make

payments on its behalf. All payments to DTC must be in U.S. dollars, or for issues eligible for

DTC’s Canadian-Link Service, in either U.S. or Canadian dollars. In the event there is a

realignment of shares from CDS Clearing and Depository Services Inc. (“CDS”) to Cede &Co.,

the agent must confirm via FRAC the SCL by 6:00 p.m. ET on the record date or the date requested

by DTC.

For dividend payments, Agent shall make payments to Cede & Co., as nominee of DTC at 100

percent (100%) of DTC’s entitlement in Canadian dollars (“CAD”), if distribution is declared in

CAD, or in U.S. dollars (“USD”), if declared distribution is in USD, and for payments made by

wire transfer, Agent shall wire CAD funds payments to DTC’s designated CAD bank account or

shall wire the USD funds payment to DTC’s designated USD bank account. Furthermore, for

dividends or special distributions that are subject to Canadian non-resident withholding tax, Agent

shall not deduct such withholding tax from the Cede & Co. entitlement as CDS serves as DTC’s

Tax Withholding Agent and, as such, is responsible to perform the appropriate tax withholding

and remittance of the tax to the Canada Revenue Agency (CRA) in accord with the specific

arrangement in place between DTC and CDS.

For Income, Redemption, Maturity and Reorganization payments, Agent shall make payment to

Cede & Co., as nominee of DTC for CAD funds payments to DTC’s designated CAD bank account

or for USD funds payment to DTC’s designated USD bank account.

For Income, Redemption, Maturity and Reorganization payments, beneficial owners of the

Securities, acting through a Participant, may choose to receive payments in U.S. dollar or Canadian

dollars through DTC’s facilities for only those Participants that are included in DTC’s Canadian

Dollar Settlement. Issuer and Agent acknowledge that the entire amount of Income, Redemption

and Maturity, and Reorganization payments to Participants shall be made in U.S. dollars unless

DTC is notified by one or more of its Participants holding an interest in a Security, or through

which an interest in the Securities is held, that it elects to receive such payment, or a portion

thereof, in Canadian dollars. Absent any other arrangements, any beneficial owners acting through

a Participant that do not elect for payments in CAD shall receive U.S. dollar payments.

DTC will notify Agent on the first business day after the instruction window has closed for

Participants and for Reorganization related payments the business day prior to the payment of the

amount of such payment to be received in the Canadian and/or U.S. dollars and the applicable wire

transfer instructions. If DTC does not notify Agent, it is understood that only U.S. dollar payments

are to be made in respect of the payment. The remainder of the payment due to Cede & Co., as

nominee of DTC, in the Canadian dollars shall be converted from Canadian dollars to U.S. dollars.

Agent shall then credit the U.S. dollar payment to Cede & Co., as nominee of DTC, in accordance

with DTC’s payment procedures.

In the event Agent is unable to make payments in U.S. dollars, Agent shall notify DTC that the

entire payment is to be made in Canadian dollars. Agent shall notify DTC no later than five

business days prior to record date for interest and principal payments, and five business days prior

to the payment for Reorganization related payments.

3. Securities Denominated in a Non-U.S. Currency without an Option for U.S. Dollar

Payments

Agent is authorized by Issuer to make payments on its behalf. Agent shall make payments of

principal, interest, or dividends with respect to the Securities represented by the security

certificate(s) in the Initial Currency and/or Designated Currency specified in the offering document

submitted to DTC.

Such payments shall be made directly by Agent to the Participants to whose accounts the Securities

are credited on the record date for such payments. Agent shall obtain listings of DTC Participants’

accounts which the Securities are credited on the record date known as Security Position Reports

(“SPRs”) with respect to the Securities for such purpose. Currently, DTC primarily supports U.S.

Except for payments made through the Canadian-Link Service, election for Canadian dollars is treated like any

other non-U.S. dollar payment and paid directly by paying agent. (See Section IV(B)(2)(b).)

dollar clearance and settlement. DTC will not receive any payments with respect to the Securities.

Agent is solely responsible for the Non-U.S. currency payments made to DTC Participants,

including confirming directly to the DTC Participants that payment has been made. DTC shall

bear no responsibility with respect to such Non-U.S. currency payments. Note: DTC is unable to

confirm whether such payments were made to or received by DTC Participants. (See Section VI

(B)(2), SPRs).

4. Securities with an Election for Payments in a Specific Non-U.S. Currency

DTC’s foreign currency payment option may be used (i) in relation to Securities not denominated

in U.S. dollars; and (ii) regardless of whether the terms of the issue originally contemplated the

option of payment in one or more currencies.

Agent is authorized by Issuer to make payments on its behalf. Agent has the option to make

payments of Income, Redemption and Maturity, and Reorganization payments with respect to the

Securities represented by the certificate(s) in either one of two Non-U.S currencies as specified in

the offering document related to the Securities submitted to DTC or as designated by Agent.

Issuer and Agent acknowledge that the entire amount of Income, Redemption and Maturity, and

Reorganization payments to Participants shall be made in U.S. dollars unless DTC is notified by

one or more of its Participants holding an interest in the Securities, or through which an interest in

the Securities is held, that it elects to receive such payment or portion thereof, of principal interest

or dividends in a Non-U.S. Currency, as designated by Agent, outside of DTC. In order for Agent

to modify the currency options available, Issuer or its Agent must notify DTC in writing of the

designated currency options available to beneficial owners with respect to the Securities no fewer

than 15 calendar days prior to the record date for any related payment.

DTC will notify Agent on or prior to the fifth business day after the record date for any payment

of interest or dividends, and the tenth business day prior to the payable date for any payment of

principal with the amount of such payment to be received in the Non-U.S. Currency and the

applicable wire transfer instructions. Agent shall use such instructions to pay Participant directly.

If DTC does not notify Agent, it is understood that only U.S. dollar payments are to be made in

respect of the payment.

C. Changes in Terms of Payments

1. Dividend or Interest Rate Change

With respect to Securities in which the dividend or interest rate may vary from time to time, absent

any other arrangements with DTC, Issuer or Agent shall give DTC notice of each such change in

the dividend or interest rate, on the same day that the new rate is determined. Issuer or Agent shall

email DTC’s Announcements Department to provide DTC with such notice at

[email protected] no later than the close of business on the business day before,

the payment date.

2. Reduction of Payment on Treasury Shares or Repurchased Debt Securities (for

Cash Dividend or Interest Payment)

A Participant that holds treasury shares or repurchased debt securities (i.e., issuer buy-back) at

DTC on the record date for a cash dividend or interest payment shall submit an instruction through

the Corporate Actions Web (“CA Web”) to reduce its entitlement to the payment by the amount

attributable to such treasury shares or repurchased securities. Such instruction must be submitted

by the Participant no later than two business days prior to payable date; otherwise, an instruction

will need to be manually submitted to DTC in accordance with the below process.

If a Participant does not submit an instruction through CA Web to reduce its entitlement as set

forth above, Issuer or Agent shall provide to DTC a notice of reduction in the dividend or interest

payment amount due DTC as a result of treasury shares or repurchased debt securities held on

deposit by DTC on the record date. In order for DTC to effect timely adjustments to Participants’

accounts reflecting the reduced payment amount, Agent shall be responsible to ensure that each

Participant, for which an adjustment is to be made authorizing the reduction, provides the

information set forth below using the Participant’s confirmation letter.

In this regard, Participant shall deliver a signed confirmation letter (on Participant’s letterhead)

which must include the following information:

• Security description and CUSIP number;

• record date;

• payable date;

• number of shares/principal value per Participant subject to the adjustment;

• total number of shares/principal value;

• dividend/interest rate;

• total dollar amount of funds to be withheld;

• Participant(s) account name(s) and number(s)

• Participant contact name and telephone number;

• Participant officer-level authorization for reduction of the number of shares/principal value

held in the Participant account for such record as acknowledgement that such

shares/principal value is not entitled to the cash dividend/ or interest payment; and

• DTC’s indemnification statement.

Failure to comply with notification to DTC to effect timely adjustments to Participant accounts

could jeopardize the same-day distribution of principal and income payments to Participants and

beneficial owners.

Such information shall be sent via e-mail to DTC’s P&I Event Reconciliation and Support (PIERS)

group at tr[email protected]. (Note: To obtain a template of the DTC Participant

Confirmation Letter, please email DTC at treasurybuyback@dtcc.com.).

D. Additional Dividend Procedures

1. Dividend Reinvestment Features

a. Voluntary Dividend Reinvestment and Securities with an Automatic Dividend

Reinvestment (with an option to elect a cash dividend)

DTC’s Dividend Reinvestment Program (“DRP”) can be used to facilitate an Issuer’s Dividend

Reinvestment Plans. With respect to U.S. Securities on deposit at DTC that are subject to a

voluntary or automatic dividend reinvestment (with an option to elect to receive a cash dividend),

an Issuer’s Agent must provide its agreement to allow reinvestment opportunities to be processed

by means of DTC’s DRP. The Issuer’s Agent, acting as the Issuer’s Dividend Reinvestment Plan

Administrator, must complete and sign DTC’s Dividend Reinvestment Letter of Agreement

(reprinted on Agent’s letterhead). This Dividend Reinvestment Letter of Agreement details the

terms agreed upon by the Agent for the processing of reinvestment instructions through DTC.

For DTC to include such Securities in the DRP, the Agent agrees:

(1) to accept DTC’s dividend reinvestment instructions on a date after the record date;

which shall be record date plus one business day or thereafter in accordance with

DTC’s DRP Letter of Agreement;

(2) that their requests to DTC to add issues to DRP shall be for such Securities in which

the reinvestment is to purchase additional shares of the security paying the

dividend, or in the case of UITs, paying interest and principal;

(3) that their requests to DTC to add issues to DRP shall be for such Securities in which

the securities purchased (through DTC’s reinvestment program) carry no transfer

or ownership restrictions;

(4) to provide the reinvestment stock purchase price to DTC as soon as possible when

the price is established; however, no later than two business days prior to the next

established record date. Such price shall be provided to DTC by e-mail to

[email protected];

(5) to accept dividend reinvestment instructions from DTC by text file or by e-mail;

(6) to accept instructions from DTC to liquidate a designated quantity of full shares in

order to satisfy Participant cash-in-lieu (“CIL”) entitlements. DTC will provide

such CIL instructions to the Agent on the first business day after receipt of the

reinvestment purchase price from the Agent;

(7) to provide a notice to DTC no later than 30 calendar days prior to the record date

in the event of a change in the Issuer’s reinvestment plan or a change of Agent that

would affect DTC in any way;

(8) absent of any other written arrangement between Agent and DTC, wire funds for

the payment of CIL of fractional entitlements to DTC’s Dividend Deposit Account

via Fedwire using the Originator Beneficiary Instruction “Stock Dividend Cash–in-

Lieu;” and

(9) upon issuance of reinvestment shares for Securities held in the DTC FAST

program, to reconcile and confirm to DTC the FAST balance or otherwise deliver

such security certificates to DTC at:

The Depository Trust Company

Attn: Registered Corporate Vault; Dividend Reinvestment Section

570 Washington Blvd., 5

Floor

Jersey City, NJ 07310

To obtain DTC’s Dividend Reinvestment Letter of Agreement, details on DRP, information on

wire instructions, and/or payment arrangements with DTC, contact DTC via email at

[email protected].

b. Automatic Dividend Reinvestment (without the option to receive a cash

dividend)

In addition to the arrangements set forth above, an additional requirement exists for Securities with

automatic dividend reinvestment without the option to receive a cash dividend. Agent must agree

to reinvest the dividend for the entire Cede & Co. record date position.

2. Stock/Pay-in-Kind (“PIK”) Distributions to Holders of Record

Stock Distributions

With respect to an Issuer declaring a stock distribution, (e.g., stock split, spin-off, stock dividend

or pay-in-kind payment), all shareholder notices announcing an Issuer’s intent to pay a stock

distribution issued by Issuer/Agent (or other designated notification party) to registered holders,

the security for which Cede & Co. is a registered holder, shall be sent via email to DTC’s Stock

Dividends Department at [email protected] upon declaration of the

distribution. Such notices shall be provided prior to the record date for DTC to notify Participants

of the distribution terms, and shall include the applicable CUSIP number, record date, payable

date, distribution rate, type of distribution, and whether any ownership or transfer restriction is

placed on the distribution shares that would not permit registration in DTC’s nominee name, Cede

& Co. In the event the stock distribution entitlement is paid as a new Security (e.g., spin–off),

the Issuer shall obtain a new CUSIP for the new Security and disclose this CUSIP in the

notification. (See Section I, Eligibility Requirements, as the new Security entitlement will be

subject to these standards and requirements).

In addition, if the Securities subject of the distribution are listed on a stock exchange or trading in

the secondary market, DTC expects that the Issuer will distribute to the respective exchange (or

trading market) a shareholder notice announcing the Issuer’s intent to effect a stock distribution to

registered holders as of a declared record date, in accordance with the rules and regulations of such

exchange/market. Such timely notification will allow DTC to announce and make the stock

distribution in agreement with the marketplace.

About Pay-in-Kind (“PIK”) Distributions

DTC processes PIK distributions. A PIK distribution is a distribution of a bond (“PIK Bond”)

paid to holders of a bond (“Original Bond”) where the terms and conditions of the Original Bond

and the PIK Bond are the same (other than the denominations). If the denomination (i.e., the

minimum denomination and/or the increment) of the new PIK Bond is different from the

denomination of the Original Bond, then the Original Bond denomination (e.g., $1,000 by $1,000)

is to be changed to reflect the denomination of the new PIK Bond (e.g., $1000 by $1.00) for the

remainder of the Original Bond’s term or until all baby bond positions are eliminated.

Please note that in the event the new PIK Bonds paid to holders of Original Bonds are subject to

different terms (other than the denominations) than the Original Bonds, such as interest rate,

accrual period, payment cycle and/or call feature, the Issuer or their Agent must obtain a new

CUSIP and apply for DTC eligibility for the new bond (See also Section I. Eligibility

Requirements).

In the event the Agent requires a record date Security Position Listing, (“SPR”), written

authorization from the Issuer is required. (See Section VI(F)(2), Security Position Reports

(“SPRs”)).

a. Fractional Entitlements in Cash or Additional Roundup Shares

In the event Issuer declares a stock distribution (e.g., stock split, spin-off, stock dividend, or pay-

in-kind payment) and the rate of distribution results in fractional entitlement, Issuer shall provide

one of the following:

a) CIL of fractions;

b) additional roundup shares; or

c) notification to DTC that fractional shares will be dropped.

Important Note: DTC does not support the distribution of fractional shares of securities.

Fractional entitlements should not be calculated at the Cede & Co. level only. Issuer and their

Issuer and their Agent when paying CIL of fractions or additional roundup shares are to calculate

and pay such entitlement down to the beneficial owner level when the event notification

specifically refers to fractional entitlements being calculated at the shareholder / beneficial-owners

level, however, if the timing of the event precludes providing the opportunity for participants to

identify and receive payment calculated at the beneficial-owner level, or it is not specified in the

event, then calculations can be done at the DTC participant level.

For CIL or additional round-up shares, Issuer or Agent must also:

(1) accept instructions from DTC to liquidate a designated quantity of full shares or

issue additional roundup shares to satisfy Participant CIL/roundup entitlements,

and if applicable, down to the beneficial owner level. Such instructions will be

presented to Issuer or Agent on the date agreed upon by DTC and Issuer or Agent.

Issuer or Agent must provide DTC ample time (at least 5 business days after the

record date) to collect Participant instructions at the beneficial-owner level;

(2) include additional roundup shares to DTC’s overall share entitlement;

(3) provide the CIL price to DTC on the date the price is established. Such price shall

be provided to DTC by e-mail to stockdividendproce[email protected].

(4) wire funds for the payment of CIL of fractional entitlements to DTC’s Dividend

Deposit Account via Fedwire using the Originator Beneficiary Instruction “Stock

Dividend Cash–in-Lieu,” absent any other arrangement between paying agent and

DTC; and

(5) upon issuance of additional roundup shares, for securities held in the DTC FAST

program, reconcile, and confirm to DTC the FAST balance or otherwise deliver

physical Securities to DTC. Such Securities shall be delivered to DTC at:

Attn: Registered Corporate Vault

The Depository Trust Company

570 Washington Blvd., 5

Floor

Jersey City, NJ 07310

b. Restricted Distribution Shares Issued

In the event an Issuer declares a stock distribution (e.g., stock split, spin-off, stock dividend, or

pay-in-kind payment) all shareholder notices announcing Issuer’s intent to pay a stock distribution

issued by the Issuer/Agent (or other designated notification party) to registered holders for issues

where DTC’s nominee Cede & Co. is a registered holder, shall be sent via email to DTC’s Stock

Dividends Department at [email protected]. When the distribution of such

shares is restricted under the Securities Act or otherwise pursuant to ownership or transfer

restrictions, Issuer shall print the restrictive terms on the security certificates representing such

shares and include such restrictive terms in all notices to shareholders.

Issuer or Agent shall accept DTC withdrawal instructions to re-register the restricted shares into

Participant name or Participant nominee name or beneficial owner name. In the event the Agent

requires an “entitlement” listing at a Participant level, written authorization from the Issuer is

required. (See Section VI(F)(2), Security Position Reports (“SPRs”)).

3. Reduction of Payment on Treasury Shares (for Stock Dividend Payments)

A Participant that holds treasury shares at DTC on the record date for a stock dividend payment

shall submit an instruction through the CA Web to reduce its entitlement to the distribution by the

amount attributable to such treasury shares. Such instruction must be submitted by the Participant

no later than two business days prior to payable date; otherwise, an instruction will need to be

manually submitted to DTC in accordance with the below process.

If a Participant does not submit an instruction through CA Web to reduce its entitlement as set

forth above, Issuer or Agent shall provide to DTC a notice of reduction in the stock

distribution/dividend amount due DTC as a result of treasury shares held on deposit by DTC on

the record date. For DTC to effect timely adjustments to Participants’ accounts reflecting the

reduced payment amount, Agent shall ensure that the applicable Participants provide the following

information in the Participant(s) confirmation letters and Agent will facilitate the delivery by the

Participant of each Participant’s signed confirmation letter (on Participant letterhead) to DTC

which must include the following:

• Security description and CUSIP number;

• Record date;

• Payable date;

• Participant account name and number;

• Total number of treasury or repurchase shares held by DTC on the record date;

• Participant contact name and telephone number;

• Participant officer-level authorization for reduction of the number of shares held in their

DTC Participant account for such record date as acknowledgement that such shares are not

entitled to the stock distribution/ dividend; and

• DTC indemnification statement.

Failure to comply with notification to DTC to timely adjust Participant accounts could jeopardize

the same-day stock distribution to Participants and beneficial owners. Such information shall be

sent via e-mail to DTC’s Stock Dividend Department at [email protected].

(Note: To obtain a template of the DTC Participant Confirmation Letter, please email DTC at

Stock Dividend Department at [email protected]).

V. Redemption Notifications / Procedures

A. Redemptions, Advance Refundings, and Calls Inclusive of Sinking Funds and

Mandatory Redemptions

In the event of a full or partial redemption or advance refunding of a portion of outstanding

Securities, all redemption notification documents shall be sent to DTC electronically using a

supported automated feed (e.g., REDCAL, DCN or BMA), and when utilizing e-mail must be sent

using the appropriate DTC formatted Microsoft Excel spreadsheet (e.g.,

DCNLite/BMALite/RedCalLite), to [email protected]. Senders will receive an e-

mail “confirmation of receipt” for all notifications received by the Redemption Notification e-mail

address.

In the event of a full or partial redemption or an advance refunding of part of the outstanding

Securities, Issuer or Agent shall send a notice to DTC specifying:

• Security description and CUSIP number(s);

• amount of the redemption or refunding (in the case of a refunding, the maturity date(s)

established under the refunding);

• Publication Date of any related notices;

• redemption date;

• Redemption Agent’s name and address (predetermined number issued for spreadsheet

users);

• administrator’s contact information; and

• rate information; and

• any other descriptive information that accurately identifies the called Security.

Unless the option for pro rata pass-through distributions of principal is clearly indicated to DTC

at the time the issue is made eligible, DTC will process redemptions by means of a random lottery.

(See Section V(A)(4), Notification of Pro Rata Pass-Through Distributions of Principal).

Important Note: DTC does not support the announcement of, or payment distribution for,

“pro-rata lottery” redemptions. In addition, once a security starts paying principal via lottery or

pro-rata pass-through of principal, future principal payments must be made using the same

payment method. Securities must not use both lottery and pro-rata pass through methods of paying

principal. Pro-rata pass-through of principal must not be used for securities that offer “pay-in-

kind” distributions.

Notification should be sent to DTC in a timely manner designed to assure that such notice is in

DTC’s possession no later than the close of business two business days before the Publication

Date. Except as noted below, the Publication Date shall be no fewer than 30 calendar days nor

more than 60 calendar days prior to the redemption date or, in the case of an advance refunding,

the date that the proceeds are deposited in escrow (and, in such cases, final notification must be

received no later than 30 calendar days prior to the refunding date). The Publication Date for a

conventional municipal bond

shall be no fewer than 20 calendar days nor more than 60 calendar

days prior to the redemption date or, in the case of an advance refunding, the date that the proceeds

are deposited in escrow (and, in such cases, final notification must be received no later than 20

calendar days prior to the refunding date).

Except for special arrangements as otherwise agreed to by DTC in advance, such notice should be

sent to DTC by using a supported automated feed (e.g., REDCAL, DCN or BMA) or the

appropriate DTC formatted Microsoft Excel spreadsheet (which contains the pertinent data fields)

(e.g., DCNLite/BMALite/RedCalLite) to be attached to the e-mail. A copy of this format can be

requested by e-mailing DTC’s Redemption Notification Department at

[email protected]. If the Agent or Issuer has not previously submitted notice

using the Microsoft Excel spreadsheet, the Agent or Issuer must notify the DTC’s Redemption

Notification Department and obtain a Redemption Agent Number for further use.

Delivery of the notice to an e-mail address other than the e-mail address set forth above will not

constitute a valid notification.

Automated CUSIP level identification must accompany all redemption payments to DTC. Agents

must include the CUSIP number, DTC’s RPS form number, or DTC’s Letter of Transmittal (“LT”)

form number to identify all redemption payments. The LT is the form used by paying agents to

confirm information about Securities to be redeemed and provides the paying agent with payment

instructions.

1. Notice of Recission

To notify DTC of a rescinded redemption event, Issuer or Agent must utilize DTC’s automated

file or email all related documents to redemptionnotification@dtcc.com, and the notice shall

include the following:

• Security description and CUSIP number(s);

• statement that the redemption/refunding is rescinded/canceled;

• amount of the redemption or refunding being rescinded;

• Publication Date of any related notices;

• Redemption date of event being rescinded;

• Redemption Agent’s name and address; and

• Administrator’s contact information.

Recission notice requests to DTC 30 days or more after the Redemption Date will only be accepted

and processed when the Agent has provided a DTC debit request letter from each DTC Participant

paid in the redemption. The letter is to include the DTC indemnification statement and medallion

stamp. (Note: The authorized signer of the medallion stamp must be a different party than the

signer of the letter.) To request a letter template, please contact redemptionnotification@dtcc.com.

A conventional municipal bond is defined as a bond without any derivatives attached to it and no inherent features

that would prevent a redemption announcement from being provided in a timely manner.

2. Notice of Revision

To notify DTC of a revision to a redemption announcement, such as called amount, redemption

date, or publication date, Issuer or Agent shall send a notice to DTC specifying:

• Security description and CUSIP number(s);

• the redemption notice is revised from the prior notice and clearly indicates the

revised information (e.g., called amount, redemption date, pub date);

• Amount of the redemption or refunding being revised;

• Publication date of the notice;

• Redemption date of event being revised;

• Redemption Agent’s name and address; and

• Administrator’s contact information.

Revision notices requests to DTC 30 days or more after the Redemption Date which increase the

called amount will not be accepted. A new notice with a current Redemption Date will be required.

Interest must be paid up to the new Redemption Date.

Revision notices requests to DTC 30 days or more after the Redemption Date which decrease the

called amount will only be accepted and processed when the Agent has provided a DTC debit

request letter from each DTC Participant paid in the redemption. The letter is to include the DTC

indemnification statement and medallion stamp. Note: The authorized signer of the medallion

stamp must be a different party than the signer of the letter.) To request a letter template, please

contact [email protected].

3. Notice of a Security Declared “Null, Void, and Worthless”

In the event a security will not make a final paydown/redemption, as may be the case with a

structured security, or in the event that a security is being or has been cancelled pursuant to a

bankruptcy, court order, or other similar circumstance and is therefore worthless, the Issuer,

Trustee or Agent must instruct DTC to remove the position from DTC’s books and records on the

basis that the security is null, void, and worthless, that all interests in the security have been

cancelled, and that there will be no further payments. The Issuer, Trustee or Agent instruction to

DTC must be in the form of the “Null, Void, and Worthless” (“NVW”) letter template available

on the DTCC’s website at https://www.dtcc.com/settlement-and-asset-services/agent-

services/corporate-action-information-for-agents and must be emailed to the applicable email

address as set forth in the following paragraph. The letter, including an indemnification of DTC,

must not be altered or edited.

Issuer, Trustee or Agent shall email the completed and signed NVW letter for a security not making

a final paydown/redemption to [email protected]. Issuer, Trustee or Agent shall

send the completed and signed NVW letter to DTC for convertible securities, warrant or rights

deemed null, void, and worthless to conversionsandwarrantsannouncements@dtcc.com. Issuer,

Trustee or Agent shall send the completed and signed NVW letter to DTC for other event types to

[email protected].

DTC reserves the right to request revised or additional documentation from the Agent, Issuer or

Trustee as DTC deems necessary or appropriate.

4. Pro Rata Pass-Through Distributions of Principal

Unless the option for pro rata pass-through distributions of principal is clearly indicated to DTC

at the time the issue is made eligible, DTC will process redemptions by means of a random lottery.

In the event of a pro rata pass-through distribution of principal, Agent shall send DTC’s

Announcements Department written notice clearly indicating that it relates to a pro rata pass-

through distribution of principal. In addition, the notice shall include payment details and be sent

in the manner set forth in Section IV(A), Dividend and Income Payment Details. Such notice shall

be sent preferably five, but no fewer than two business days prior to such payable date.

The final pro rata pass through of principal distribution is referred to as a “final pay-down.” The

final pay-down will be processed by DTC as a full redemption. Notice of this event must be

provided via the automated BMA5 file or directed to DTC’s Redemption Notification

Department via email at [email protected].

5. Partial Redemptions for Auction Rate Securities (“ARS”) and Requests for ARS

Lottery Results

With respect to partial redemption notices relating to ARS, Issuer or Agent must provide the

Publication Date to DTC at least two business days prior to such Publication Date. The Publication

Date shall be the business day after the last auction date prior to the redemption. Notices for ARS

that fail to provide a Publication Date will result in DTC using the standard Publication Date in

the notice for lottery results. In the event DTC accepts a revision to the Publication Date, Issuer

or Agent may be subject to additional processing fees.

DTC releases ARS lottery results to Issuer or trustee. For DTC to release lottery results to an

Auction Agent, Issuer or trustee must provide a written request on behalf of Auction Agent on

Issuer’s or trustee’s letterhead. The Issuer or trustee’s letter must identify the Auction Agent and

the issue(s) by CUSIP number(s) for which they are authorizing the release of results to the Auction

Agent. A request to provide lottery results to the Auction Agent must include appropriate

indemnification language. After the proper authorization is received by DTC, and upon the

Auction Agent’s request, DTC may release ARS lottery results. For further information regarding

instructions on requirements for the authorization letter, contact DTCC’s Client Support Line at

(888) 382-2721 and select the appropriate menu option.

Requests for releasing lottery results must be sent to redemptionnotificati[email protected]. Upon

receipt and verification of such request, DTC will release the lottery results to the Issuer or trustee

or, if properly authorized, to Auction Agent upon its request.

6. Redemption Notification Exceptions

DTC reserves the right to forego processing exceptions, including revisions and late notifications

received from Agents until the next scheduled redemption date. Late notification is defined herein

as less than four business days prior to the redemption date. It is the responsibility of Issuer and/or

Agent to continue accruing interest at the coupon rate or forfeiting the interest for a revision that

requires reducing a prior call.

B. Put Notifications

1. Standards for Put Notifications

a. Initial Notices of Puts

Issuers and Agents shall send notices regarding put provisions to DTC’s Reorganization

Department via e-mail to [email protected]. Initial notices should be sent to DTC with respect

to all “one-time-only” puts and all puts occurring on a regular cycle such as quarterly, semi-

annually, annually or less frequently. A notice of the availability of an optional put

or exercise

of a mandatory tender

should contain all information relevant to such transactions including, at

a minimum, the following:

(1) CUSIP number;

(2) descriptive documentation that accurately identifies the puttable Security

(including identification of the interest rate, or that the Security is a variable-rate

Security, if applicable) and its stated maturity date;

(3) clear identification of the type of put provision involved (e.g., an optional put, a

mandatory tender with right to retain

, a mandatory tender with a conditional right

to retain, a mandatory tender with no right to retain, or a relinquishment

of put

rights);

(4) identification of the security denomination and the handling of unique

denominations, if applicable;

An optional put is a provision under which the holder of securities may elect to have the securities repaid at the

stated put price after giving notice to the tender agent within the required notification period. Persons not giving

notice retain the securities.

A mandatory tender is a provision under which all holders of the securities are “cashed out” at the stated put price

on the payable date. Holders may have the right to retain their securities.

The right to retain is a provision under which the holder of securities subject to a mandatory tender may elect to

retain the securities under new terms after a mandatory tender, upon the holder providing notice within the

required notification period. If the holder elects to retain ownership of the Security under its new terms, their

position is not “cash-out,” however, they may be required to exchange the security certificate under the indenture

provisions. In certain limited cases, the retention instruction may be conditional on the new terms that apply to

the securities after the mandatory tender date.

Relinquishment is a provision under which the holder of securities may elect to give up the option Securities (i.e.,

puttable bonds) for the underlying non-option securities. Relinquishments usually are provided on issues on

which the holder pays a fee (typically deducted from the interest payment) for an optional put. A holder

relinquishing this right receives the interest payment from which the put fee otherwise would have been deducted.

(5) first and last date, if applicable, including cutoff times and applicable time zones,

for submission of put exercise instructions and submission of Securities;

(6) names and email addresses for delivery of put exercise instructions

and Securities

to the appropriate parties (e.g., the names and email addresses of the tender agent

and, if appropriate, the remarketing agent);

(7) proposed description, if known, of the Securities to be reissued following a mode

change, and the CUSIP number assigned to such Securities (if available at the time

of the notice);

(8) date on which proceeds resulting from the exercise of the put provision will be paid,

the rate or rates at which interest will be paid after the put date (if available at the

time of the notice), the manner in which funds will be paid, or if no proceeds will

be paid such as on a relinquishment, the date on which the instructions provided

will be effective;

(9) indication of concurrent partial redemption

, if applicable; and notification to

DTC’s Redemption Notification Department via e-mail to

[email protected] to provide the MS Excel spreadsheet (as set

forth in section V, Redemption Notifications/Procedures ) to identify both the put

position and the call position and to clearly indicate the random lottery position,

put selection, and total position for each CUSIP(s). Delivery of the notice to a

mailbox location or e-mail address other than the e-mail address set forth above

will not constitute a valid notification.

(10) logistics with regard to guaranteed deliveries, if applicable;

(11) when the put occurs on a regularly scheduled cycle, provide a statement stating

such, and the cycle on which it will be available (e.g., semi-annually on February

1-15 and August 1-15) ), or if it is not a regularly scheduled cycle, provide the

number of days accrued interest is to be based;

(12) a listing of information to be submitted in such put exercise instructions, for those

issues that provide for put exercise instructions to be submitted separately from

submission of the actual Securities (e.g., the CUSIP number, amount tendered,

taxpayer I.D., amount to be reissued, and re-issuance instructions if applicable);

Put exercise instructions are the notice of election to tender or election to retain, or other instructions or directions

given by the holder of the securities, as required, to the appointed tender agent at its designated office, usually in

advance of submission of actual securities.

A concurrent partial redemption is a partial call of securities of the same issue when the payable date for the call

occurs on the same date as, or nearly the same date as, the payable date for any put exercise instruction.

(13) a listing of information to be submitted with delivery of the physical Securities,

including CUSIP number, amount tendered, taxpayer I.D., amount to be reissued,

re-issuance instructions, if applicable, and put exercise instructions if not submitted

separately;

(14) delivery instructions that put exercise instructions be sent to the tender agent by the

fastest possible means (e.g., hand-delivery, overnight delivery, e-mail, or telecopy);

(15) a statement declaring that put exercise instructions are irrevocable, if applicable;

(16) instructions provided by the party tendering the Securities, put exercise

instructions, the contact information (e.g., name, address, telephone number, and e-

mail address) of the individual representing the tendering party, if available;

(17) a statement as to whether or not an election notice is required and appropriate

enclosures of such notice, if applicable; and

(18) any other information deemed relevant by Agent.

b. Timing

Notice should be sent to DTC no fewer than 10 business days prior to the expiration date of the

applicable tender period for puts with instruction windows (i.e., optional repayments and

mandatory tenders with right to retain) or payment date in the case of Mandatory Puts. Issuers and

Agents shall send all such notices to DTC’s Reorganization Department via e-mail to

[email protected].

c. Additional Notices

If a concurrent partial redemption occurs, the initial notice described in Section V(B)(1)(a), Initial

Notices of Puts, shall include a statement of that fact, and the Publication Date of the call notice

should be at least 10 business days prior to the commencement of the period for submission of put

exercise instructions. In addition, a copy of the call notice should be included with the mailing of

the initial notice.

2. Put Features with Special Processing Requirements

a. Exercise of a Put on a Daily or Weekly Basis

If the terms of an issue of securities allow for the exercise of a put option on a daily or weekly

basis, DTC will accept the securities for eligibility only if the put is exercisable by means of DTC’s

Deliver Order Procedures. If the issue has several modes (as is the case with municipal and

corporate variable-rate demand obligations (“VRDOs”) and similar instruments), this requirement

applies only to modes permitting the put to be exercised on a weekly or more frequent basis. (See

Section VII, Additional Operational Requirements for Variable Rate Demand Obligations

(“VRDOs”), for additional details).

b. Collateralized Mortgage Obligations (“CMOs”) and Asset-Backed Securities

(“ABSs”)

To allow for CMOs, mortgage-backed securities, and ABSs to be tendered for payment, DTC will

accept tender requests from Participants by means of voluntary offering instructions

(“Instructions”) via DTC’s PTS, PBS, or other DTC-approved electronic communication medium.

DTC will accept Instructions monthly, within the time period specified by Agent. DTC will

electronically time-stamp all Instructions that it receives during such period. Participants that have

submitted Instructions may withdraw them by sending electronic notice directly to Agent by means

of Voluntary Offering Withdrawal Instructions via PTS, PBS, or other DTC-approved electronic

communication medium. Agent must receive all such withdrawal Instructions on or prior to the

last business day of the time period specified by Agent which is typically one month prior to the

month in which the payment occurs.

In the event of a payment, Agent shall select Securities to be repaid from Instructions previously

submitted to Agent by DTC, which are electronically time-stamped when submitted by

Participants via DTC’s Automated Put (“APUT”) system. To facilitate the payment process,

Agent shall use DTC’s APUT system, which is available on PTS, PBS, or other DTC-approved

electronic communication medium. The APUT system allows Agents to notify DTC and

Participants whose Instructions have been accepted for payment. The information must be

received by DTC no fewer than two business days prior to the payment date. The following

information must be received via email to [email protected]:

• Security description and CUSIP number(s);

• instruction transaction numbers to be paid; and

• quantity selected for payment and cash proceeds per transaction number.

In the event that the aggregate principal amount of Securities required to be paid exceeds the

aggregate principal amount of Securities for which Instructions have been submitted (as evidenced

by the Instructions held by Agent), Agent shall notify DTC of the amount of such excess prior to

the 10

business day preceding the payable date in writing and provide a breakdown of the funds

to be allocated via APUT and the funds to be redeemed via email to both

[email protected] and [email protected]. DTC will allocate such excess

in accordance with its Redemption Service Guide. The amount of the excess will be allocated

among the holdings of Participants as of the close of business on the day prior to the date of the

notification based upon the assumption that each Participant holds individual $1,000 Security units

aggregating the full principal amount of that Participant’s holdings. If such method of selection

of Securities is necessary, DTC will notify those Participants whose holdings have been selected

for redemption on the forthcoming redemption date. DTC will allocate such excess in accordance

with its Redemption Service Guide. A copy may be obtained from DTCC’s website at Corporate

Action Processing, Redemptions at http://www.dtcc.com.

c. Put “Extendible” Issues

A security subject to a “put” provision may be exchanged for a new security, in accordance with

the terms and conditions of such put, as with a shortened maturity date if a holder does not elect

to retain the position, (i.e., the extendible bond). No later than 24 hours before the expiration date

of the right to retain period, the Agent must confirm the DTC eligibility of the new security and

provide the full description and CUSIP number of the new security to DTC’s Puts Processing

Department via e-mail to [email protected] and [email protected]om.

Delivery of the notice to an e-mail address other than the e-mail address set forth above does not

constitute a valid notification.

d. Put Bonds (Repayment Options)

It is understood that if the holders of Securities which are bonds shall at any time have the right to

tender the bonds to Issuer and require that Issuer repurchase such bonds pursuant to the offering

document for such bonds, Cede & Co., as nominee of DTC, or its registered assign, as the record

owner, is entitled to tender such Securities, and such tenders will be effected by means of DTC’s

repayment option procedures, as described herein. Under these procedures, DTC shall receive

instructions from Participants to tender Securities for purchase during the applicable tender period.

Issuer and Agent agree that such tender for purchase will be made by DTC by means of a book-

entry credit of such Securities to the account of Agent, provided it is made on or prior to the final

day of the applicable tender period. Promptly after the expiration date, DTC will provide to Issuer

or Agent, an agent receipt and confirmation or the equivalent, in accordance with the repayment

option procedures, identifying the Securities and the aggregate principal amount thereof as to

which such tender for purchase has been made.

All notices pertaining to CMOs, ABSs and bond puts should be sent to DTC’s Reorganization

Department by e-mail to [email protected] in a timely manner to assure that such notice is in

DTC’s possession no later than the close of business on the Publication Date. The Publication Date

shall be no fewer than 10 business days prior to the expiration date of the applicable tender period.

Such notice shall state whether any partial redemption of the Securities is scheduled to occur

during the applicable optional tender period.

Late notification will result in “late notification fees” to the agent. (Refer to the current DTC Fee

Schedule at http://www.dtcc.com.)

Delivery of the notice to an e-mail address other than set forth above does not constitute a valid

notification.

e. Early CD Redemptions/MMI Survivor Options

Certain securities, by their terms, may contain early redemption provisions in the event of (i) the

death of a beneficial owner, or (ii) the beneficial owner is adjudicated incompetent or not of sound

mind. If an early redemption option is to be exercised, the Participant holding a position in such

Securities shall notify DTC that the legal representative of such beneficial owner has requested

exercise of the repayment option. Participant shall use DTC’s CD Early Redemption Request

(“CERR”) function on PTS/PBS for Non-MMI CDs to notify DTC, and the PTS/PBS function

“PUTS” for CDs issued in the MMI program to notify the IPA. These CERR procedures are

outlined in DTCs’ Reorganization Service Guide which may be obtained from DTCC’s website at

http://www.dtcc.com/~/media/Files/Downloads/legal/service-guides/Reorganizations.pdf.

(1) Early CD Redemptions (Non-MMI)

• Instruction Processing (with supporting documentation): For early CD redemption

instructions submitted through CERR, DTC will provide the Agent the instructions

from Participants, and if in addition to the instruction the Agent requires the

Participant to present the beneficial-owner supporting documentation, (e.g., death

certificate), DTC will electronically provide to the Agent (unless otherwise notified

by DTC) the supporting documentation received from Participants on the condition

the Agent meets the following requirements:

o Agent agrees to accept the beneficial-owner documentation via email from

DTC and further agrees it fulfills the documentation requirement of the

submission to make the payment;

o Agent can accept the DTC email delivery in the form of a password-

protected/encrypted email; and

o Agent provides DTC a group/business unit email address (as opposed to an

individual employee’s email address) for the delivery of the documentation.

If any of the above conditions cannot be met, DTC will not provide the Agent the

supporting documentation and Agent will be responsible to obtain the

documentation directly from Participants as may be needed.

• Instruction Processing (without supporting documentation): For early CD

redemption instructions submitted through CERR where the event indicates

supporting documentation is not required to complete the submission for payment,

DTC will provide the Agent the instructions from Participants including contact

information at the Participant should the Agent want to obtain the documentation

at a later time. When the event indicates that documentation is not required,

Participants submitting instructions will certify that they will retain the

documentation for 30 months from the submission should the Agent want to obtain

such documentation.

• Early CD Redemption Instruction Confirmation: Agent is required to notify DTC

of any issues with instructions submitted to Agent, (e.g., invalid documentation,

annual or quarterly cap reached, lifetime cap reached) within 5 business days of

receipt by emailing [email protected]. For requests in good order, Agent

will promptly inform DTC of the anticipated payment date for each instruction

submitted to the Agent by emailing [email protected].

• Early CD Redemption Payments: The Agent shall remit wire payment of early CD

Redemption to DTC and include the CUSIP number, (e.g., CUSIP 123654AA0),

and the CERR transaction ID, (e.g., Transaction ID E@PF0101171216), on the

wire. For all payments, Agent must email wire payment details in an Excel file

listing the CUSIPs, CERR transaction ID’s, and amount to be paid. The email

should be sent to [email protected] with the subject of the email containing

the same transaction ID (e.g., Transaction ID E@PF0101171216) contained in the

wire. The amount to be paid in the email attached Excel file must match the wire

amount sent to DTC. If such Securities are structured so that the redemption option

(i.e., “death put”) pays holders accrued interest, (as payment is not occurring on a

scheduled interest payment date), Agent must include such accrued interest with

the principal payment which shall be calculated from the day prior to the regular

interest payment date to and including the day the funds are wired to DTC. Such

funds shall be sent to the account in the manner set forth in Section III(C)(3),

Reorganization Payment Standards.

(2) MMI Survivor Options: IPA is to refer to the “Survivor Options Puts User Guide

for Agents” for instructions on viewing instructions, accepting/rejecting

instructions, and responding to withdrawal requests, and selecting instructions for

payments.

VI. Reorganization Instructions/Notification Procedures

A. Standards for Voluntary and Mandatory Reorganizations Notices

In the event of a voluntary or mandatory corporate action requiring the exchange of Securities

(including tenders, exchanges, capital changes, cash & stock mergers, and maturity-for-stock

payments), notice by Issuer or Agent shall be sent to DTC specifying the terms of the offer or

mandatory transaction. All such notices shall be on Issuer or Agent’s letterhead and shall clearly

identify the type of corporate action and state all the relevant terms and conditions of the

corporate/municipal action and shall include any preliminary source documentation (subsequently

followed by final documentation), or final source documentation available to security owners (e.g.,

proxy statement). For mandatory events, Agent shall send DTC a notice no fewer than five

business days prior to the effective date of such transaction, unless otherwise specified in this OA.

For voluntary events, final source documentation is to be received no fewer than ten business days

before the expiration of the voluntary event unless otherwise specified in this OA. Late notification

will result in “late notification fees” to the agent. (Refer to the current DTC Fee Schedule at

http://www.dtcc.com.) All notices shall include, but are not limited, to the following:

1. Security description and CUSIP number(s);

2. for corporate actions that result in the issuance of a new Securities entitlement,

stock mergers, exchanges, and for Securities undergoing a reverse split, a new

CUSIP number must be obtained and disclosed in the notification (See also Section

I, Eligibility Requirements, as the new Security entitlement will be subject to these

standards and requirements);

3. the payment rate (expressed as per $1,000 principal amount for debt, and per share

for equity), including the rate for CIL of fractions or additional roundup

entitlements down to the beneficial-owner level to which shareholders are entitled

or that fractional shared will be dropped (See Section VI(B), Fractional

Entitlements in Cash or Additional Roundup Shares);

Important Note: DTC does not support the distribution of fractional shares of

securities.

4. the effective date of the transaction;

5. for voluntary events, the expiration date, the specific proration terms, and handling

of uniquely denominated securities (both for the target security and the new

entitlement), if applicable, and the quantity the Issuer or Offeror is seeking and the

maximum distribution quantity/amount of the new entitlements (whether it be cash,

securities, or both);

Important Note: If there is a change in terms, a revised notice must be

provided to DTC immediately upon publication. Agent is to confirm that DTC

took the appropriate action with the information provided, (e.g., extended

/revised the DTC expiration date when given a new expiration date).

6. Agent & Issuer contact information, (and Issuer’s counsel for corporate actions that

result in the issuance of a new Securities entitlement);

7. the potential tax treatment, including but not limited to capital gains, liquidations,

cash reverse splits, if the terms and conditions of the transaction will require a

mandatory liquidating distribution, and any income related to a corporate action.

8. if the corporate action is subject to dissenter/appraisal rights, and if applicable, the

timeframe in which dissent/ appraisal rights can be exercised, and if a certificate or

Direct Registration Statement will be issued for any dissenting shares; and

9. any other information to inform holders deemed relevant by Issuer or Agent.

Notices shall be sent to DTC’s Reorganization Announcements Department via e-mail to the email

addresses as follows:

Notifications pertaining to mandatory reorganization events including name changes, cash and/or

stock mergers, reverse splits, bankruptcy events/ distributions, forward splits based on

presentation, maturity- for- stock events and other mandatory events requiring presentation should

be sent to [email protected].

Notifications pertaining to voluntary reorganization events, including mergers with elections,

tender offers, Dutch auctions, exchange offers, tender/exchange and consent offers, should be sent

to [email protected].

Notifications pertaining to conversions, right, and warrant exercises, should be sent to

[email protected].

Notifications pertaining to Put events should be sent to [email protected].

Upon receipt of a notice if restrictions preclude the processing of a corporate action event by DTC,

then DTC may perform the following:

(a) announce the event as “information only” and will not accept DTC Participants

instructions, or

(b) announce the event and accept DTC Participants’ instructions but DTC will not

allocate the security entitlement (i.e., security cannot be made DTC eligible). For

the latter (b) Agents will accept responsibility to make payment directly to DTC

Participants and agree to provide DTC details of the entitlement being allocated to

DTC Participants, including (if applicable) calculations at the instruction level at

the time of the allocation to DTC Participants and to notify DTC that instructed

positions can be drawn down from the DTC balance as DTC has no ability to

confirm whether such payments were made to or received by DTC Participants.

Upon receipt of a notice and evaluation of the event/offer details DTC may assess non-standard

corporate action processing fees as DTC deems appropriate to announce and process the corporate

action event through DTC. Approval of the fee will be required prior to DTC committing to

handling the offer/event as well as agreement to provide DTC with allocation information in a

specified format (e.g., spreadsheet). Payment of fees is due upon receipt of an invoice from DTC.

Delivery of the notice to an e-mail address other than the e-mail addresses set forth above does not

constitute a valid notification.

Failure to comply with any of the notification requirements could result in DTC being unable to

support the processing of the event.

In addition, if the security or securities are listed on an exchange or trading in the secondary

market, it is expected that the Issuer shall distribute to the respective exchange (or trading market)

a shareholder notice announcing Issuer’s intent to effect a corporate action (e.g., name change,

reverse split, cash and/or stock merger) in accordance with the rules and regulations of such

exchange /market. Such timely notification will facilitate DTC to announce and make the

allocation of the security entitlement of the corporate action in agreement with the marketplace.

B. Fractional Entitlements in Cash or Additional Roundup Shares

In the event the corporate action rate of distribution results in fractional entitlements, Issuer shall

provide DTC one of the following:

a) cash in lieu (“CIL”) of fractions;

b) additional roundup shares; or

c) written notification to DTC that fractional shares will be dropped.

Important Note: DTC does not support the distribution of fractional shares of securities.

Fractional entitlements should not be calculated at the Cede & Co. level only.

For mandatory corporate action events, Issuer and their Agent when paying CIL of fractions or

additional roundup shares are to calculate and pay such entitlement down to the beneficial-owner

level when the event notification specifically refers to fractional entitlements being calculated at

the shareholder / beneficial-owners level, however, if the timing of the event precludes providing

the opportunity for participants to identify and receive payment calculated at the beneficial-owner

level, or it is not specified in the event, then calculations can be done at the DTC participant level.

For voluntary corporate action events, the treatment of fractional entitlements (CIL, roundup, or

dropped) must be calculated at the Voluntary Offering Instruction (“VOI”) level.

For CIL or additional round-up shares, Issuer or Agent must:

(1) accept instructions from DTC to liquidate a designated quantity of full shares or

issue additional roundup shares in order to satisfy Participant CIL/roundup

entitlements down to the beneficial owner level. Such instructions will be presented

to Issuer or Agent on the date agreed upon by DTC and Issuer or Agent. Issuer or

Agent must provide DTC ample time (preferably 5 business days after the

distribution) to collect Participant instructions;

(2) include additional roundup shares to DTC’s overall share entitlement;

(3) provide the CIL price to DTC on the date the price is established. Such price shall

be provided to DTC by e-mail in accordance to the type of corporate action to

[email protected], [email protected], or [email protected];

(4) wire funds for the payment of CIL of fractional entitlements to DTC’s Reorg

Deposit Account via Fedwire using the Originator Beneficiary Instruction “Vol.

CIL,” or “Mand CIL”, as applicable, (absent any other arrangement between paying

agent and DTC); and

(5) upon issuance of additional roundup shares, for securities held in the DTC FAST

program, reconcile and confirm to DTC the FAST balance or for Non-FAST issues

deliver physical Securities to DTC. Such Securities shall be delivered to DTC at:

Registered Corporate Vault

The Depository Trust Company

570 Washington Blvd., 5th Floor

Jersey City, NJ 07310

C. Processing of Specific Mandatory Reorganizations.

1. Standards for Restricted to Unrestricted Exchanges

For a mandatory exchange of restricted Securities represented by a restricted CUSIP number for

new unrestricted Securities of the same issue represented by an unrestricted CUSIP (includes

securities that are eligible for resale pursuant to 144(b)1, in the case of former 144A securities, or

pursuant to section 4(1) of the Securities Act of 1933, in the case of former Regulation S restricted

securities.), Issuer shall refer to Section I(B)(5), Instruction Letters Regarding the Expiration of a

Restrictive Period, for the notice and documentation requirements.

2. Standards for Maturity-for-Stock Events

Issuer or Agent shall provide to DTC notice as soon as possible but no later than three business

days prior to the maturity date for a Security which will make payment of a Security or Securities

upon maturity in lieu of all or part of the cash payment. Notice shall be on Issuer or Agent’s

letterhead and sent to DTC’s Reorganization Announcements Department by e-mail at

[email protected]. The email subject line shall state the maturing CUSIP

number, the maturity date, and that the maturity is for stock (e.g., CUSIP 123456AB, due xx/xx/xx,

maturity for stock). The notice shall include the following:

• Issuer/Security description and CUSIP number of the maturing security, the

maturity date, and that it is a maturity-for-stock event;

• Issuer name and CUSIP number of the entitlement stock, total number of shares

to be paid to DTC, and the rate of payment. (Note: When the maturing security

is denominated in shares, the rate of payment is to be calculated per share, and

when the maturing security is denominated in principal amount, the rate of

payment is to be calculated per $1,000 principal amount.);

• Participant account name and number holding the entitlement shares at DTC;

• If a cash component is applicable, provide the total cash payment amount to be

paid to DTC and the cash rate; and

• If an accrued interest payment is applicable, provide the total interest payment

amount to be paid to DTC, the interest rate, and the number of days of accrued

interest.

In addition to the notice, (when the entitlement Security will be provided to DTC by a debit to a

DTC Participant’s account), DTC must receive the holding Participant’s letter authorizing DTC to

reduce their DTC position in the entitlement security by the total quantity of shares to which DTC’s

nominee name, Cede & Co., is entitled. In the event the Participant’s letter is sent separately from

the notice, it must be e-mailed to DTC no later than 3:00 p.m. ET on the business day prior to the

maturity date to the following e-mail addresses: [email protected], and

[email protected]. Such letter must be on the DTC participant’s letterhead, and include

the following:

• Issuer/Security description and CUSIP number of the maturing security;

• Participant account name and number;

• Issuer/Security description and CUSIP number of the entitlement shares to be

reduced (i.e., debited) from the Participant’s account;

• total number of entitlement shares to be debited;

• Participant contact name and telephone number;

• Participant officer- level signature authorizing the number of shares to be

reduced from the Participant’s account;

• DTC indemnification statement; and

• medallion signature guarantee stamp affixed to such letter. (Note: The

authorized signer of the medallion stamp must be a different party than the

signer of the letter).

IMPORTANT: The holding DTC Participant must ensure that the total quantity of shares

to which DTC’s nominee name, Cede & Co., is entitled and needed to fund the distribution

is on deposit in the holding DTC Participant’s General Free Account no later than 10:00 a.m.

ET on the maturity date.

The template of the DTC Participant (debit) letter can be obtained contacting DTC’s

Reorganization Announcement Department at [email protected].

Further note, in the event DTC will not be funded the total quantity of entitlement shares due DTC,

Agent shall provide to DTC a notice of the reduction in the shares (and if applicable the cash

component) due to DTC by no later than 3:00 p.m. ET on the business day prior to the maturity

date to the following e-mail addresses: [email protected], and

[email protected]. The notice shall include the information from the Agent and the

Participant(s) as described in Section VI(C)(3), Reduction of Payment on Treasury or Repurchased

Securities.

Delivery of the notices to an e-mail address other than the e-mail addresses set forth above does

not constitute a valid notification.

Failure to comply with any of the notification requirements could result in DTC being unable to

support the processing of the event.

3. Reduction of Payment on Treasury Shares or Repurchased Debt Securities

Issuer or Agent shall provide to DTC a notice of reduction in the cash and/ or stock entitlement

due to DTC as a result of treasury or repurchased shares/principal value (i.e., company buy-back)

held on deposit by DTC on the effective date, or maturity date, when applicable to a maturity for

stock event. In order for DTC to effect timely adjustments to Participants’ accounts reflecting the

reduced payment amount, Agent shall ensure that the applicable Participant(s) provide to DTC the

following information in the Participant’s confirmation letter which is the authorization and

instruction to DTC to suppress payment for the corporate action event and to remove position from

their DTC Participant Account on payment date for the event.

Agent will facilitate the delivery by the Participant of each Participant’s signed confirmation letter

(on Participant letterhead) to DTC no later than three business days prior to the payment/

distribution date of the entitlement, which must include the following:

• Security description and CUSIP number(s);

• Participant account name and number;

• Participant contact name and telephone number;

• number of shares/principal value to be suppressed;

• Participant officer-level authorization of the number of shares to be removed from their

DTC participant account as acknowledgement that such shares/principal will not be entitled

to the cash payment and/or distribution of the new security;

• indemnification statement; and

• medallion signature guarantee stamp affixed to such letter.

(Note: The authorized signer of the medallion stamp must be a different party than the

signer of the letter.)

Failure to comply with notification to DTC to effect timely adjustments to Participant accounts

could jeopardize the same-day distribution of the entitlement to Participants.

The completed signed confirmation letters shall be sent via e-mail to DTC’s Reorganization

Mandatory Department at [email protected]. (Note: To obtain a template of the DTC

Participant Confirmation Letter, please email DTC at mandatoryreor[email protected]m.).

4. Mandatory Separation of a Unit After the Closing Date (See Section I(C)(2), Unit

Securities, for Information on Voluntary Separation of a Unit)

Issuer or Agent shall give written notice to DTC’s Reorganization Announcements Department no

fewer than 10 business days prior to the date on which Participants shall be permitted to trade a

Unit’s components (with separate CUSIP numbers). Such notice shall include:

• date of mandatory separation;

• CUSIP numbers of the Unit Security and the component Securities (It is understood the

component Securities were made DTC eligible at the time the Unit Security was made DTC

eligible. If not, Agent is to refer to Section I, Eligibility Requirements, as the component

Securities will be subject to these standards and requirements); and

• composition of the Unit / rate of separation into components.

Issuer or Agent is responsible for notifying DTC of the Unit’s separation date in accordance with

the provisions set forth herein. Improper or untimely notice to DTC regarding the Unit’s separation

date may result in the failure of transfers or deliveries of components to Participants and beneficial

owners. DTC will not be responsible for any failed transfers or deliveries of components resulting

from improper or untimely notice from Issuer or Agent to DTC regarding the Unit’s separation

date.

Such notice shall be sent to DTC’s Reorganization Announcements Department by e-mail to

[email protected].

5. MMI to Non-MMI Exchanges

For DTC to agree to announce and process an MMI (CUSIP) to Non-MMI (CUSIP) exchange the

following conditions must be met.

DTC will not make a Non-MMI CUSIP eligible which will mature 30 days or less from the

eligibility date nor perform an exchange from a CUSIP that will mature 30 days or less from the

exchange date. (See I (C) (6), Short-Term Maturities)

The Issuing Paying Agent (“IPA”) must provide notice to DTC on IPA letterhead by email to

[email protected] by no later than 5 business days prior to the exchange

date acknowledging the reason for the exchange, (i.e., security was incorrectly issued as an MMI

CUSIP), the MMI CUSIP and the Non-MMI CUSIP, security description, and the rate of

exchange. In addition to the exchange notice, the following must be provided:

• notice from the Issuer which includes the DTC indemnification language acknowledging

the listed CUSIP(s) were issued incorrectly as MMI securities;

• written acknowledgment from the IPA to be billed all eligibility and exception processing

fees for each exchange per CUSIP;

• the Non-MMI CUSIP obtained from the CUSIP Service Bureau for each exchange and a

copy of the prospectus, offering document, or offering statement describing terms of the

Non-MMI security in order to make the new CUSIP DTC eligible;

• other documentation that may be required by DTC’s Underwriting Dept. to determine the

eligibility of the Non-MMI security (e.g., new Letter of Representations for BEO issues);

and

• dependent upon the review of the information provided, DTC reserves the right to request

revised or additional documentation from the Agent and/or Issuer as DTC deems necessary

to process the requested exchanges.

D. Processing for Specific Voluntary Reorganizations

Issuer or Agent agrees to abide by specific procedures for certain event-types or security-types.

Note to Agents and Issuers regarding Participant instructions for events processed through a DTC

instruction processor (i.e., ATOP, ASOP, or APUT): By processing an event through a DTC

instruction processor (“Instruction Processor”), including, but not limited to, ATOP, ASOP, or

APUT, the Agent and Issuer acknowledge and agree that the date and time of a Participant’s

submission of its instruction to DTC (as reflected in the Transaction ID of the completed

transaction) is deemed to be the date and time of the Agent’s receipt of the instruction and, if

applicable, the tendered securities. By way of example, but without limitation, for purposes of

determining the timeliness of a Participant’s instruction and tender in connection with an event,

the Participant’s instruction is deemed to have been timely received by, and, if applicable, the

securities timely tendered to, the Agent when the date and time of the submission of a Participant’s

instruction to DTC (as reflected in the Transaction ID of the completed transaction) is prior to the

applicable cutoff/expiration date and time, even if the transaction does not complete until after the

applicable cutoff/expiration date and time for the event.

1. Unit Investment Trust (“UIT”)

a. Use of DTC’s Investor’s Voluntary Redemptions and Sales to sponsor

(“IVORS”)

In the case of Securities issued by UITs (“Units”), DTC’s Investor’s Voluntary Redemptions and

Sales to sponsor (“IVORS”) procedures and system must be fully utilized for the purposes of

processing all redemption and rollover activities. Use of IVORS for these purposes is an eligibility

requirement for Units subject to these activities. IVORS will only be available for these activities

if (1) the subject Unit is DTC-eligible, (2) the subject Unit is held through the FAST program, (3)

the FAST Agent for the Unit is a Participant of DTC, and (4) the Unit’s lead sponsor or its clearing

agent is a Participant. Redemptions and rollovers are processed in accordance with standing

instructions provided by the FAST Agent and/or sponsor of the Unit through PTS. (Refer to

http://www.dtcc.com/matching-settlement-and-asset-services/edl-product-guides for more

information on IVORS.)

b. Termination of UIT Securities

Except for the event of a termination of the UIT, the Securities will not be callable or otherwise

redeemable except at the option of the holders. In the event of termination, other than by vote of

the holders, and to the extent possible in the event of termination is triggered by vote of the holders,

Agent shall give DTC notice of such event no fewer than 30 calendar days or more than 60 calendar

days prior to the termination date. Such notices to DTC shall be sent to the address set forth in

Section V(A), Notification of Redemptions, Advance Refundings, and Calls Inclusive of Sinking

Fund and Mandatory Redemptions.

In the event the Sponsor of the Securities determines that the beneficial owners of Securities shall

be able to obtain credit for Securities, Sponsor shall cause Agent to notify DTC of a withdrawal

of Securities through DWAC and Agent shall credit Participants holding Securities in their

accounts. Subsequently, Participants shall credit any beneficial owners of Securities. (See Section

II (B)(2)(c), DWAC).

2. Rights Offers (Use of DTC’s Automated Subscription Offer Program (“ASOP”))

In the case of rights offers, DTC’s ASOP procedures and systems must be utilized to process

subscription exercise activities, including the submission of instructions for basic subscriptions,

the exercise of oversubscriptions, sales of rights, and notices of guaranteed deliveries, and all

related activities. Use of ASOP for these purposes is an eligibility requirement for Securities that

are the subject of rights offers.

3. Standards for Convertible Issues/Warrants/Rights

a. Convertible Issues/Warrants/Rights Notifications

Agents are required to meet several standards for notifications for all new issues of convertible

Securities, warrants, or rights regarding specific terms and conditions of the security’s attributes

to be made DTC-eligible. Agent is responsible for providing timely notice to DTC upon a

conversion or warrant, right becoming convertible/exercisable and are to provide terms according

to DTC’s announcement requirements. Agent is responsible for notifying DTC of any event that

triggers or alters the terms and conditions of a conversion or warrant exercise privilege, regardless

of the event which triggered the change. Agent is to review the following sections for the various

notice requirements.

(1) To notify DTC upon a conversion, warrant, right becoming convertible/exercisable, Agent

shall adhere to the following notice requirements:

• identify notice as relating to a conversion, warrant, or right exercise and include the

relevant CUSIP(s);

• identify Agent’s FAST Transfer Agent (TA) number as Agent is to hold the physical

certificates (target and entitlement security) in a balanced position for all convertible

Securities, warrants, or right subscriptions in accordance with the procedures of DTC’s

FAST program;

• send the notice to DTC no fewer than 10 business days prior to the effectiveness of the

convertibility/exercise of the security. If there is a trigger event (such as on the underlying

security) that causes the effectiveness of convertibility/exercise of the security or change

in terms, notice must be provided to DTC immediately but, in any event, no later than one

business day after the triggering event, and Agent is to confirm receipt of such notice to

DTC;

• provide the terms of the conversion privilege, warrant, or right subscription per $1,000 of

convertible debentures, notes, or per each convertible preferred share, warrant, or right as

well as the handling of dividend/interest on the target and underlying security;

• provide the time and day, month and year representing the expiration of a privilege

conversion or warrant exercise or rights subscription;

• provide treatment of the fractional shares; either CIL, additional round-up shares, or

dropping of the fractional shares entirely as DTC does not support the distribution of

fractional share securities, (See also Section VI(B), Fractional Entitlements in Cash or

Additional Round-up Shares.), and if paying CIL, the CIL payment details will include the

CUSIP, and if paying CIL for an Issuer’s family of CUSIPs the payment will be made by

bulk wire with payment details provided in a spreadsheet to DTC;

• provide information on any documentation requirements and/or ownership restrictions on

holders’ ability to convert the security or exercise the warrant; and

• provide the Security or Securities, which must have a CUSIP number, that will be issued

as the entitlement payment of a conversion privilege, warrant exercise, or right

subscription. Agent must notify DTC of such CUSIP number assigned to the new the

Security or Securities no less than 3 business days prior to allocation of the entitlement if

security is already DTC eligible. If the security is not DTC eligible, Agent must provide

all required documentation no later than 5 business days for DTC to complete the eligibility

process prior to allocation. Additional eligibility processing time could be required

dependent upon the determination of the eligibility review and the requirement for

additional documentation, (e.g., legal opinion for a Non-US security) and Issuer and Agent

shall plan accordingly. Agent may refer to Section I, Eligibility Requirements, as the

Securities will be subject to these standards and requirements.

Such notice shall be sent to DTC by e-mail to both of the following email addresses:

[email protected] and [email protected].

In addition, in the event of an offering or issuance of rights with respect to any outstanding

Securities, Agent shall send a notice to DTC which shall include the following information:

• amount of and conditions, if any, applicable to such rights offerings or issuance;

• any applicable expiration date or deadline date, or any date by which any action on the part

of holders of such Securities is required;

• Publication Date of notices for the rights subscription; and

• identify any restrictions on holders who may be distributed the right and/or on holders’

ability to exercise the right.

DTC requires that the Publication be no fewer than 30 calendar days nor more than 60 calendar

days prior to the related offering or issuance date, respectively. The Publication Date shall be as

soon as practicable after Issuer’s announcement of any such offering or issuance of rights with

respect to the outstanding Securities.

Such notice shall be sent to DTC by e-mail to both of the following email addresses:

[email protected] and [email protected]

(2) To notify DTC of any change in the terms and conditions of a conversion or warrant exercise

privilege, regardless of the event which triggered the change, Issuer or Agent shall adhere to

the following notice requirements and include the following:

• notice to DTC must be on Agent letterhead (or provide the Issuer’s notice on company

letterhead);

• notice must be sent to DTC no fewer than 10 business days prior to the effectiveness of

such change. If there is a trigger event that causes the change in terms, notice must be

provided to DTC immediately but, in any event, no later than one business day after the

triggering event, and Agent is to confirm receipt of such notice to DTC by emailing DTC

Reorg at [email protected], and if not confirmed Agent

shall escalate to DTC Reorg Voluntary contacts at Client Support Line at (888) 382-2721,

and select the appropriate menu option;

• for any change in terms impacting an event expiration date, Agent must provide DTC a

final expiration date, or, if no specific date is yet determined, a proposed or estimate date

of expiration must be provided within such written notification. Agent must follow-up with

the final expiration date to DTC no later than two business day prior to such date. Agent

is to confirm receipt of the final expiration date provided to DTC by emailing DTC Reorg

at [email protected], and if not confirmed Agent shall

escalate to DTC Reorg Voluntary contacts at Client Support Line at (888) 382-2721, and

select the appropriate menu option; and

• for cashless warrant exercises on DTC’s Automated Tender Offer Program (“ATOP”),

Agent is to confirm DTC is in receipt of the change by confirming the revision provided

(e.g., expiration date) has been updated in ATOP. If it is not updated, the Agent must email

DTC Reorg at [email protected], and escalate to DTC

Reorg Voluntary contacts at Client Support Line at (888) 382-2721 and select the

appropriate menu option.

Some examples of changes, whether permanent or temporary, for which notice to DTC is required

includes but are not limited to, the following:

• changes to the conversion rate or warrant exercise price or other factors that affect the

entitlements;

• convertible and warrant Securities that have been called for optional or mandatory

redemption;

• an event that triggers the right to convert the security (including when there is a periodic

determination of convertibility, (e.g., quarterly)) or exercise the warrant; and

• changes to the scheduled conversion or warrant subscription expiration date and time.

Extension of Warrant/Right Expiration Date: To notify DTC of an extension of the expiration date

of a warrant/right, Issuer or Agent shall adhere to the following notice requirements:

• Notices to DTC of the extension of the expiration date of a warrant/right must be provided

no later than 10 business days following the expiration date for warrants and two business

days following the expiration date for rights.

• Such notice shall be emailed to DTC at

[email protected].

Deletion and Disposal of Expired Warrants and Rights:

Issuers and Agents are advised that if DTC has not received a notice of extension for an expired

warrant/right within the applicable timeframe, DTC may delete all Participant positions and

dispose of any underlying certificates for the expired warrant/right, without further instruction or

notice.

Reactivation of a Warrant or Right

To notify DTC of a reactivation of a warrant/right, Issuer or Agent must provide notice to DTC by

e-mail to [email protected] for such events and include along

with the CUSIP number and security description the SEC registration statement of the offering of

such underlying Securities that has been reactivated following a period during which it had lapsed.

b. Convertible Issues/Warrants/Rights Processing

DTC requires conversion, warrant, or right exercise Agent to agree that the requirement for

presentation of convertible, warrant, or right Securities on exercise may be satisfied by a book-

entry delivery of such Securities to an account maintained by DTC for Agent. There will be no

physical presentation of the Security for purposes of any expiration or completion of the

conversion, warrant, or right exercise prior to the record date for any distribution on the underlying

Security Instructions via DTC’s processors constitutes delivery for purposes of processing the

corporate action event.

Agent must hold the physical certificates in a balanced position for all convertible Securities,

warrants, or right subscriptions in accordance with the procedures of DTC’s FAST program. If an

Issuer’s Agent is not in DTC’s FAST program, Agent shall meet the requirements to join DTC’s

FAST program, or Issuer is to obtain a FAST Agent for the convertible Securities, warrant or right

to be held as a balance certificate with the FAST Agent for DTC to agree Issuer’s security is to be

processed through one of DTC’s “Voluntary” programs.

• Issuer and Agent agree that conversions of Securities, warrant and right subscriptions shall

be processed through one of DTC’s “Voluntary” programs. Issuer and Agent agree that

delivery of an instruction to debit the FAST balance of the Security certificate for a

With respect to expired warrants/rights with an expiration date prior to August 1, 2023 (“aged expired

warrants/rights”), DTC will issue an Important Notice at least thirty (30) days prior to deleting and disposing of an

aged expired warrant/right. This footnote will be automatically deleted after DTC issues such Important Notice(s)

for all of the aged, expired warrants/rights.

specified amount of the Securities evidenced thereby shall be equivalent of presentation of

physical Security certificates for all purposes related to the exercise of the conversion,

warrant, or right.

• For purposes of determining the holders of record entitled to applicable voting rights and

to receive any distributions, Issuer and Agent agree that any new securities bearing the

CUSIP number issued as a result of the conversion, warrant, or right exercise shall comply

with the following:

o be issued as of the date on which the conversion, warrant, or right instruction is

entered into the DTC system; and

o follow with issuance occurring no more than two business days from the date of

receipt by DTC of the instructions. Agent is required to notify DTC by 12:00 noon

ET the following day of any instructions that have been rejected.

• For conversions with variable rate (cash and share) entitlements, Agents are required to

provide timely notification to DTC, as specified in the offering document, (e.g., notification

of the decision to pay entitlements in cash within two days of instruction to convert). For

such conversions Agent must notify DTC and include the following information in the

notice:

o formula for calculating the conversion rate/ amount (including the number of days

in the determination period);

o whether the conversion entitlement will include a cash payment;

o if there is an opportunity for holders to withdraw instructions;

o date the instruction will be paid, (e.g., with two business days of the instruction);

o whether there is a change in the terms;

o confirmation from Agent that they will provide on or prior to settlement date one

rate (cash and/or stock) for all Participant Voluntary Offer Instructions (VOI)

submitted for the settlement date;

o calculated share rate and quantity at the time of the cash funding for each

instruction at the VOI level. Instructions are not to be aggregated even if multiple

VOI instructions are received from the same Participant for a settlement date. The

Issuer and their Agent are to treat the settlement of each VOI submitted, on behalf

of the beneficial owner, as a separate conversion instruction. Failure to comply

with this requirement may result in the conversion becoming ineligible for DTC

processing; treatment of the fractional shares; either CIL, additional round-up

shares, or dropping of the fractional shares entirely as DTC does not support the

distribution of fractional share securities. (See also Section VI(B), Fractional

Entitlements in Cash or Additional Round-up Shares.), and

o if CIL entitlement is to be paid, Agent is to confirm they will pay CIL per

instruction and provide the method of calculation (e.g., market price or the Volume

Weighted Average Price (“VWAP”)).

For convertible securities paying periodic dividends/interest, Issuer or Agent must clearly identify

in the offering document the impact on dividends/interest for instructions submitted between

record date and payable date, including whether holders obtaining position after the record date

and converting are required to surrender the value of the dividend/interest. For conversions and

warrants supported in the DTC ATOP system, the agent must notify DTC the date to determine

record date holders in accordance with the offering document of the security.

For rights offerings with oversubscriptions, proration and rounding, as well as guaranteed delivery

(protect) submissions and cover of protects, Agent must agree to utilize DTC’s template for

providing payment details for oversubscription, proration and rounding. Agent will password-

protect and encrypt the completed file and e-mail to DTC in a timely manner.

Payment of Cash for Convertible Securities including Redemptions/Maturities: All such cash

payments are to be made in accordance with Reorganization Payment Standards in Section

III(C)(3). Payments for a Reorg event or a Redemption/Maturity of a convertible security should

be wired separately to DTC from other income payments (e.g., principal and interest) and to the

correct account, (See also Section III (C)(1-3), Payment Instructions). Funds sent without payment

detail or to the incorrect account could result in a delay of the allocation proceeds.

Failure to comply with any of the notification or processing requirements could result in DTC

being unable to support the processing of the event.

4. Voluntary Tenders/Exchanges/Mergers with Elections (Use of DTC’s Automated

Tender Offer Program (“ATOP”)

a. Tender/ Exchange Processing

With regard to tender/exchange offers and mergers with elections, ATOP procedures and systems

must be utilized for all elections (e.g., original acceptances, withdrawals of acceptances, notices

of guaranteed deliveries, conditional acceptances). Use of ATOP for these purposes is an

eligibility requirement for securities that are the subject of such offers/events unless it is

communicated by Issuer or Agent to DTC and determined by DTC that certain conditions preclude

the use of DTC’s processors for a particular event, or preclude DTC from allocating entitlements

for an event (e.g., restricted securities that cannot be made DTC eligible). For DTC to support the

processing of the offer/event, Issuer’s (or Offeror’s) Agent must be an established ATOP Agent

with DTC (i.e., has an on-line connection to DTC’s ATOP- automated tender offer platform) at

the time of the announcement submission to DTC. (Also see Section VI (A), Standards for

Mandatory and Voluntary Reorganization Notices)

ATOP may also be utilized for other voluntary events as deemed appropriate by DTC, including

but not limited to, at DTC’s discretion, collection of consent solicitations, collection of tax

withholding rate or exemption, conversion events where the entitlement can be cash, and/or

securities and are subject to an extended settlement period, cashless warrants, and collection of

CIL entitlements.

Agent is required to approve and adhere to all requirements represented in the Letter of Agreement

(“LOA”) presented to Agent for each corporate action event processed through ATOP. Agent is

required by no later than one business day after DTC has presented the LOA to Agent to approve

the LOA. Any delays in approving the LOA by Agent may impact the timeliness of opening the

offer to participants and will be subject to “late notification fees”. (Refer to the current DTC Fee

Schedule at http://dtcc.com.) Agent is required to approve and adhere to all requirements

represented in the LOA which includes, but is not limited to the following:

1. At least one business day prior to payment and allocation of entitlements by DTC, Agent

is required to provide the specific rate and entitlement information for all tender/exchange

offers processed through ATOP. Payment detail should be sent via e-mail to

reorgtenders@dtcc.com and such notice shall include:

• amount of tendered Securities;

• cash and security rates (per $1,000 principal amount, for debt security);

• proration rates and handling of unaccepted positions with unique denominations;

• handling of baby bonds (target and entitlement securities);

• maximum shares to be issued;

• amount of new Securities to be issued (specifying the CUSIP number);

• amount of Securities to be returned (specifying the CUSIP number); and

• amount of cash to be disbursed.

Securities that will be issued as the entitlement payment of the offer must have a CUSIP

number and Agent must notify DTC of such CUSIP number assigned to the new Securities

no less than 3 business days prior to allocation of the entitlement if security is already DTC

eligible. If the security is not DTC eligible, Agent must provide all required documentation

no later than 5 business days prior to allocation of the entitlement security for DTC to

complete the eligibility process prior to allocation. Additional eligibility processing time

could be required dependent upon the determination of the eligibility review and the

requirement for additional documentation, (e.g., legal opinion for a Non-US security) and

Issuer and Agent shall plan accordingly. See Section I, Eligibility Requirements, as the

Securities will be subject to these standards and requirements.

2. Upon expiration and leading up to the payment of the entitlements, Agent shall be required

to provide additional information specific to the positions and entitlements. In the event

exception processing requires the use of a spreadsheet as determined by DTC, Agent shall

be responsible for ensuring the accuracy of all details within the spreadsheet, including

agreeing to use a format specified by DTC and providing the spreadsheet to DTC in

advance of the anticipated payment date to confirm it complies with DTC’s formatting

requirements. The spreadsheet must include Instruction level detail (i.e., calculated for

each agent’s message input into ATOP) and participant level detail and be password

protected and encrypted when emailed to DTC. DTC may require additional lead time to

process complex spreadsheets, (e.g., two business days prior to payment). The timeframe

required for Agent to provide DTC the final spreadsheet will be included in the LOA for

agent’s review and approval. Agent must provide entitlements calculated at the instruction

level and Agent must be able to provide DTC’s participants directly with instruction level

detail.

3. In the event there is a default allocation for holders not instructing, Agent must provide the

opportunity to cash-out bulk securities entitlements in order to appropriately process

entitlements of securities and cash (or cash-in-lieu) at the beneficial-level. (See Section VI

(B) Fractional Entitlements in Cash or Additional Roundup Shares.)

4. DTC may assess non-standard corporate action processing fees based on requests to

process out-of-the-ordinary corporate action events through DTC as a means of cost

recovery. Approval of the fee will be required prior to DTC committing to handling the

offer as well as agreement to provide DTC with allocation information in a specified format

(e.g., spreadsheet). Payment of fees is due upon receipt of an invoice from DTC.

a. Standards for Restricted to Unrestricted Exchanges

For a voluntary exchange of restricted Securities represented by a restricted CUSIP number for

new unrestricted Securities of the same issue represented by an unrestricted CUSIP (includes

securities that are eligible for resale pursuant to 144(b)(1), in the case of former 144A securities,

or pursuant to section 4(1) of the Securities Act of 1933, in the case of former Regulation S

restricted securities.), Issuer shall refer to Section I(B)(5), Instruction Letters Regarding the

Expiration of a Restrictive Period, for the notice and documentation requirements, and Issuer and

Agent are to refer to the above Section VI(C)(5)(a), Tender/ Exchange Processing.

c. Altering the Terms of an Offer

All changes to the terms of an offer must be provided promptly to DTC via email to

reorgtenders@dtcc.com.

All extensions to an offer must be provided to DTC via email to reorgte[email protected] by no

later than noon on the day following the expiration date of the event and if applicable, shall include

any and all changes to terms of the offer.

Agent is to confirm DTC is in receipt of the notice by confirming the expiration date revision

provided in Agent’s notice is reflected in ATOP under the “Transaction Entry End Date” field. If

it is not updated, the Agent must email the DTC Reorg contacts provided in the offer’s LOA or

contact DTC Reorg at reorgtenders@dtcc.com and escalate to DTC Reorg Voluntary contacts at

Client Support Line at (888) 382-2721, and select the appropriate menu option.

Delivery of the notice to an e-mail address other than the e-mail address set forth above does not

constitute a valid notification.

All requests to alter the terms of an offer by the Issuer and/or Agent to DTC to process an offer in

a way that i) does not coincide or adhere to the terms as presented in the offering circular and/or

ii) requests DTC to change the securities denominations on DTC systems to the denominations

indicated in the offering circular, and/or iii) requests DTC to accept instructions that do not agree

with the terms specified in the offering document, and/ or iv) due to proration will result in

denominations in other than what is represented in the issuer’s indenture, such requests will be

considered if and only if the Issuer/Trustee provides the following information, as deemed

necessary by DTC:

• indemnification of DTC in form and substance satisfactory to DTC by the Issuer and/or

Trustee;

• an official amendment to the offering circular and/or other applicable documentation,

such as an Issuer or Trustee press release; and

• adequate and timely notification of the request for DTC’s due review and consideration.

d. Securities Denominations

Agent is responsible for monitoring instructions to ensure maintenance of the minimum

denomination of the securities, including that the remaining (or untendered) position is not being

less than the minimum denomination.

e. Foreign Tax Withholding

At the discretion of DTC, ATOP may be used to process events that require foreign tax withholding

and/or exemption elections. Agent accepts responsibility for the verification of and/or the

collection of pertinent documentation for exemptions from withholding that may be submitted via

ATOP.

f. Consents

At the discretion of DTC, ATOP may be used to process consents. Agent accepts responsibility

for the verification of and/or the collection of pertinent documentation for consents that may be

submitted via ATOP. For a consent solicitation to be processed through ATOP, the consent

solicitation must satisfy the below criteria:

1. The consent solicitation must be made by the issuer. (Third-party solicitations are handled

by DTC’s Shareholder Demand Process.)

2. The consent solicitation must be for affirmative consent to modify the terms of the

indenture.

3. The consent solicitation is not linked to a security holder meeting, vote, or negative

consent.

4. Electronic transmission of consents does not violate the terms of the indenture.

5. Hard-copy documentation is not required to support the consent instructions.

6. Blocking:

a. If blocking is a requirement of the consent solicitation and the event is predicated on

record date, the record date must be equal to the final expiration date of the consent

solicitation.

b. if blocking is a requirement of the consent solicitation, positions are to be returned no

more than three (3) days after the expiration of the event and not exceeding forty-five

(45) days from the date of the consent solicitation memorandum, unless there is an

opportunity for a Participant to withdraw its consent instructions when the issuer

extends the consent deadline beyond forty-five (45) days.

An agent or issuer soliciting positive consents for BEO securities and BEO securities in the FAST

Program, where Cede & Co. is the registered holder of the security and holds 100% of the principal

in a global note, the agent/issuer is required to use ATOP to solicit and collect consents from

Participants.

E. Chargeback of Reorganization Payments

In the event the Agent requires the refund of payments (i.e., cash, securities, or cash and securities)

after payment/allocation has been made to Participants, it is the responsibility of the Agent to seek

refund of those payments directly from the Participants and not through DTC.

F. Proxy Related Procedures

1. Consents and Legal Notices

a. Consent Notices

In order to facilitate the solicitation of consents from or voting by beneficial owners of Securities,

the applicable Issuer or Agent shall establish a record date for such purposes (with no provisions

for revocation of consents or votes by subsequent beneficial owners), and shall send notice of such

record date to DTC’s Reorganization Announcements Proxy Department no fewer than 15

calendar days prior to the expiration date of the applicable consent/voting period.

Consent notices are to be sent by e-mail to both [email protected] and

LegalandTaxNotices@dtcc.com.

Delivery of the notice to e-mail addresses other than the e-mail addresses set forth above does not

constitute a valid notification.

b. Legal Notices

All legal notices (including notices to security holders) of bankruptcies, litigation/class actions,

and defaults shall be sent by e-mail to LegalandTaxNotices@dtcc.com.

The form of any notice shall prominently include:

• CUSIP number(s);

• complete legal name of Issuer and of any conduit borrower;

• record date, if any, for the notice; and

• title or reference line that provides a comprehensive summary of the subject of the notice.

Delivery of the notice to e-mail addresses other than the e-mail addresses set forth above does not

constitute a valid notification.

Inquiries regarding the status of any notice previously sent to DTC should be sent to

LensNotices@dtcc.com.

Important Note: DTC does not screen notices it receives for posting to LENS for confidential

information. It is the full and sole responsibility of the issuer, transfer agent, trustee, or other

party, as applicable, submitting a notice to DTC for posting to LENS, to ensure that the

information contained in the notice is correct and does not include any information that would

otherwise be deemed as confidential or material non-public information.

2. Security Position Reports (“SPRs”)

Registered parties of DTC’s SPR web service who are Issuers, Trustees and authorized third party

agents by the Issuer, or Trustees, may be provided listings of Participants’ holdings specific

Securities by CUSIP number, on a specified date, known as SPRs. SPRs are also known as

Security Position Listings (“SPLs”) and the terms may be used interchangeably. DTC charges a

fee for providing SPRs. Information on SPR service options and pricing can be obtained on DTC’s

website at http://www.dtcc.com/products/asset/services/spr.php.

Issuers and Trustees must authorize third party agents via the SPR web service to allow such agents

to obtain SPRs for the Issuer’s Securities and then annually the Issuer or Trustee must re-authorize

these agents as necessary otherwise their access will be removed by DTC. SPR is accessed by

logging into DTCC’s secure web portal at https://portal.dtcc.com/.

Requests for SPRs and Agent authorizations are undertaken via DTC's Proxy Service at

http://www.dtcc.com/products/asset/services/spr.php utilizing the SPR web-based function. All

registration requests require submission of appropriate documentation.

For additional information regarding SPRs, contact DTC's Proxy Unit at (212) 855-5191, or

contact DTC's Proxy Unit at Client Support Line at (888) 382-2721, and select the appropriate

menu option, or via e-mail at spr@dtcc.com or via e-mail at spr@dtcc.com.

3. Shareholder Meetings

Issuer, trustee or third parties that submit shareholder meeting announcements to DTC must

include the issuer/company name, CUSIP number of the issuer’s security, meeting type, record

date, and the meeting date. Meeting announcements must be sent via email to DTC at

[email protected], after the record date is established but by no later than five

business days prior to the meeting date. Late notification of meeting announcements and/ or

omission of the required information to DTC can result in a delay in the issuance of the Omnibus

Proxy.

Soon after the record date for the meeting, DTC will make an omnibus proxy available to the

Issuer, trustee, or authorized third-party agent through the Securities Position Report (SPR)

Service. The Omnibus Proxy assigns Cede & Co.'s voting rights to those Participants having the

security credited to their DTC accounts at the close of business on the record date. The Omnibus

Proxy is accompanied by a listing of Participants' positions on the record date and is provided to

the Issuer. For information about registering for the SPR Service, refer to

http://www.dtcc.com/spr.

Issuers and Agents are advised that in the event a voluntary offer, (e.g., tender) at DTC is active

on the record date of the meeting announcement and a Participant’s instructed position is in the

contra-CUSIP on record date, it will be added to that Participant’s record date position in the target

CUSIP (i.e., issuer’s security) for purposes of the omnibus proxy and the accompanying SPR. If

the active voluntary offer is being made by the Issuer (as opposed to a third-party) and the Issuer,

in accordance with the terms of its voluntary offer, wants DTC to exclude the instructed positions

of Participants in the contra-CUSIP from the omnibus proxy and accompanying SPR, the Issuer

or their Agent must contact DTC, at least 5 business days before the record date for the meeting

by emailing DTC at [email protected]. DTC can require indemnification from the

Issuer to take such action.

For more information on DTC’s Proxy Services, refer to DTC's website at

http://www.dtcc.com/proxyservices.

VII. Additional Operational Requirements for Variable-Rate Demand Obligations (“VRDOs”)

The following are additional operational requirements that relate to VRDOs and similar

instruments.

A. Partial Redemption – Exclusions

In the event that certain Securities are not subject to a partial redemption, DTC will exclude such

Securities from DTC’s redemption procedures if such exclusion is requested by Issuer or trustee,

as follows.

Such request shall be in writing and shall contain: (i) certification by trustee or Issuer that the

principal amount of such Securities is not subject to partial redemption; (ii) certification by a

custodian/Participant that the Participant’s position on DTC’s records includes such Securities;

and (iii) certification by trustee or Issuer that the election to exclude such Securities from partial

redemption is authorized under the offering document. Such request shall be sent to DTC’s

Redemption Notification Department in the manner indicated in Section V(A), to assure that such

request is in DTC’s possession no later than the close of business two business days before the

Publication Date. (For redemption information, see Section V(A), Redemptions, Advance

Refundings, and Calls Inclusive of Sinking Fund and Mandatory Redemptions).

B. VRDO Interest Payment Information

For so long as the Securities have an adjustable rate of interest, remarketing agent and trustee shall

deliver to DTC a written notice containing the following information:

• date of final rate determination;

• Security description and CUSIP number(s);

• interest record date;

• interest payable date;

• amount of the interest payment expressed in whole and fractional dollars per $1,000 of

Security face amount;

• whether interest accrues record date to record date, or payable date to payable date;

• stated coupon rate;

• whether the interest payable date is a moving calendar day (such as the first Wednesday or

fifth business day of each month), or if optional tenders of Securities are made daily

following same day notice

; and

• name, address, telephone number, and e-mail address (if available) of the individual at the

remarketing agent responsible for determining the information provided in the notice.

Such notices shall be sent to DTC by e-mail at divdvrdo@dtcc.com.

If the interest payable date is a moving calendar day (such as the first Wednesday or fifth business day of each

month), or if optional tenders of Securities are made daily following the same-day notice, remarketing agent shall

deliver such notice to DTC before the close of business on the final rate determination date preceding each interest

payable date.

Such notice shall be sent to DTC no later than the close of business on the final rate determination

date

preceding each interest payment date.

C. Optional Tender Provisions

It is understood that for so long as optional tenders of Securities may be made daily following

same-day or seven-day notice, such tenders will be effected by means of DTC’s deliver order

(“DO”) rules and procedures. DTC shall not have any responsibility to distribute notices regarding

such optional tenders, or to ascertain whether any such tender has been made. Except as otherwise

provided herein, and in accordance with DTC’s procedures for exercise of voting and consenting

rights, so long as Cede & Co. is the sole record owner of Securities it shall be entitled to all voting

rights applicable to Securities and to receive the full amount of all distributions payable with

respect to Securities. DTC shall treat any Participant having Securities credited to its DTC accounts

as entitled to the full benefits of ownership of such Securities, even if the credits of Securities

result from failures to deliver Securities or improper deliveries of Securities by an owner of

Securities subject to tender for purchase. DTC shall treat any Participant having Securities credited

to its DTC accounts as entitled to receive distributions and voting rights, if any, with respect to the

Securities credited to the Participant’s account and to receive security certificates evidencing

Securities to the extent so credited if such security certificates are to be issued in accordance with

the terms of (v) and (vi) of Section I(B)(2)(b). The treatment by DTC of the effects of the crediting

of Securities to the accounts of Participants shall not affect the rights of any person against any

Participant. Information regarding DTC DO processing may be obtained from DTCC’s website

at: http://www.dtcc.com/matching-settlement-and-asset-services/settlement/equity-corporate-

debt.

It is understood that as long as optional tenders of Securities may be made less frequently than

daily following same-day or seven-day notice (e.g., during a monthly, quarterly, semiannual, or

annual tender period) and Cede & Co., as nominee of DTC, or its registered assigns, as the record

owner of Securities, is entitled to tender Securities, such tenders will be effected by means of

DTC’s repayment option procedures. Under the repayment option procedures, DTC will receive

during the applicable tender period instructions from Participants to tender Securities for purchase.

Such tenders for purchase may be made by DTC by means of a book-entry credit of such Securities

to the account of paying agent, or tender agent/remarketing agent, provided that such credit is

made on the payable date. Trustee or Issuer shall send a notice to DTC regarding such optional

tenders of Securities by email, in a timely manner to ensure that such notice is in DTC’s possession

no later than the close of business two business days before the Publication Date.

The Publication Date shall be no fewer than 10 business days prior to the start of the applicable

tender period. Such notice shall state whether any partial redemption of Securities is scheduled to

occur during the applicable optional tender period. Such notice shall be sent to DTC’s

Reorganization Department by e-mail to [email protected].

The final rate determination date for each interest payment shall be not less than two business days prior to the

payment date.

(See also Section III(C)(3), Reorganization Payment Standards; and Section VI(A), Standards for

Voluntary and Mandatory Reorganizations Notices).

D. Mandatory Tender Provisions

In the event of a change or proposed change in the interest rate mode of Securities, or any other

financial event causing a mandatory tender, trustee or Issuer shall send a notice to DTC of such

event specifying, as applicable:

• Security description and CUSIP number(s);

• name and number of the Participant account to which mandatorily tendered Securities are

to be delivered by DTC on the purchase date after DTC receives payment for the Securities;

• first interest payable date under the new mode; and

• stated coupon rate.

Such notice shall be sent to DTC no later than the close of business two business days before the

Publication Date. The Publication Date shall be no fewer than 10 business days prior to the start

of the period provided for Security owner elections to retain Securities, as discussed in Section

VII(F), Mandatory Tender Retention/Exclusion Provisions.

Trustee or Issuer is to send such notice by e-mail, to DTC’s Reorganization Announcements

Department at [email protected].

All other notices regarding the interest rate on the Securities shall be delivered to the DTC’s

Dividend Announcements Department at [email protected].

In the event the mandatory tender results in the remarketing of new securities with a new CUSIP

number, the underwriter/ remarketing agent must submit the new securities to DTC’s Underwriting

Department for eligibility review, by the submission of all required issuer and securities data and

all related offering documents within required timeframes through DTC’s Underwriting

Department’s eligibility request portal, UW SOURCE. (See Section I, Eligibility Requirements)

E. Use of Credit Facilities

In the event of expiration or substitution of a facility supporting Securities (such as a letter of

credit) or non-reinstatement of the amount available to pay interest on Securities pursuant to such

a facility, trustee or Issuer shall send a notice to DTC of such event. This notice shall specify the

name and number of the Participant account to which mandatorily tendered Securities are to be

delivered by DTC on the purchase date. Such notice shall be sent to DTC in a timely manner to

ensure that such notice is in DTC’s possession no later than the close of business two business

days before the Publication Date or, as applicable, immediately after trustee receives notice that

Securities are subject to acceleration. The Publication Date shall be no fewer than 10 business days

prior to the start of the period provided for security owner elections to retain Securities as discussed

above. Such notice shall be sent to DTC’s Reorganization Department at [email protected].

In instances of failed remarketings, the governing provisions of certain VRDOs provide that the

trustee as tender agent draw on a credit facility, or liquidity provider, to pay the principal and

income due the tendering bondholder. The tendered bonds then become bank bonds (“Bank

Bonds”) and are normally held in the Participant account of the liquidity provider or trustee. Bank

Bonds may later be remarketed. For so long as the bonds exist as Bank Bonds, however, the Bank

Bonds may bear a different interest payment rate and may pay interest at a different interest

payment frequency than the non-tendered (“original”) bonds. Thus, the Bank Bonds must be

identified by a new CUSIP number to distinguish them from the CUSIP number assigned to the

original bonds. The trustee and/or tender agent, Issuer and Participant agree to comply with the

procedures DTC has established for these purposes, a copy of which can be requested by e-mailing

DTC’s Underwriting Department at [email protected].

F. Mandatory Tender Retention/Exclusion Provisions

Where the offering document provides that Securities are subject to mandatory tender except with

respect to Security owner elections to retain Securities, DTC will use its Repayment Option

Procedures to process such elections. Under the Repayment Option Procedures, DTC will receive

instructions during the applicable election period from Participants to retain Securities. DTC, on

behalf of such Participants, will notify paying agent, acting as tender agent, of the aggregate

principal amount of Securities that shall be retained and not tendered. If the mandatorily tendered

Securities are to be replaced with two or more issues of Securities (the “Replacement Securities”),

tender agent shall be responsible for allocating specific Replacement Securities by CUSIP number

to the Participants that elected to retain Securities.

In instances in which, prior to a mandatory tender, certain Securities are not subject to such

transaction, DTC will exclude such Securities from its mandatory tender procedures if requested

by Issuer or trustee. Such request shall be in writing and shall contain:

• Security description and CUSIP number(s);

• certification by trustee or Issuer that the principal amount of such Securities is not subject

to the mandatory tender;

• certification by a custodian/Participant that the Participant’s position on DTC’s records

includes such Securities; and

• certification by trustee or Issuer that the election to exclude such Securities from the

mandatory tender is authorized under the offering document.

Such request shall be sent to DTC’s Reorganization Department at [email protected] by no later

than the close of business, two business days before the Publication Date of the mandatory tender

notice.

Principal payments (plus accrued interest, if any) as the result of mandatory tenders for purchase

(including mandatory tenders upon change in the interest rate mode of Securities, or upon

expiration, substitution, or non-reinstatement of a facility supporting Securities) shall be received

by DTC on the purchase date in the manner set forth in Section III(C)(3), Reorganization Payment

Standards.

Further Information Concerning the OA

To contact a specific DTC Department represented in the OA, please call DTCC’s Client Support

Line at (888)-382-2721 and select the appropriate menu option.

IX. EXHIBITS

Exhibit A

[ORGANIZATION’S LETTERHEAD]

Date: ________________

The Depository Trust Company

18301 Bermuda Green Dr.

Tampa, FL 33647

Attention: GBO/Operations Risk and Control Department

taservices@dtcc.com

Subject: OPERATIONAL ARRANGEMENTS AGENT LETTER

Ladies and Gentlemen:

From time to time, this organization may be appointed as a trustee, paying agent, transfer agent,

or an agent in some other capacity for issues of securities or other financial assets that The

Depository Trust Company (“DTC”) will be requested to make eligible for its services. The

undersigned confirms that when this organization acts in one of these capacities for any such

issues, it hereby covenants that, to the extent within its control, it will comply with the

requirements set forth in the DTC Operational Arrangements, as they may be amended from time

to time.

Very truly yours,

____________________________________

(Name of Organization)

By: ________________________________

(Authorized Officer’s Signature)

____________________________________

(Print Name)

____________________________________

(Street Address)

____________________________________

(City) (State) (Country) (Zip Code)

(_____)_____________________________

(Phone Number)

____________________________________

(E-mail Address)

Exhibit B

UNDERWRITING STANDARD TIME FRAMES

Information and/or Materials Needed by DTC to Process an Underwriting

and Notify DTC Participants in a Timely Fashion

Information and/or Materials Needed Time Frame

Submitted to DTC via UW SOURCE or UWC:

Preliminary offering document (e.g.

, official

statement, prospectus, offering memorandum)

which provides issue information (e.g.

, Issuer

name, description of the Security, denominations,

name of the trustee, paying agent, transfer agent,

and if applicable, other features of the Security,

such as an early redemption;

Identity of the lead underwriter;

and CUSIP number(s);

and principal/share amount, as applicable per

CUSIP;

and interest rates and maturity dates, as applicable

per CUSIP.

Note 1: UW

SOURCE will indicate to the

submitter the required data, dependent upon the

Security type, at the time of the eligibility

submission.

Note 2: For municipal issues,

required trade and

settlement eligible data submitted NIIDS– refer to

Section I(C)(3).

At least six (6) business days prior to the Closing

Date.

Note: Late surcharges will be billed accordingly as

outlined in the DTC Fee Schedule.

For BEO issues, a Letter of Representations (i.e.,

BLOR or ILOR).

For U.S. Issuers: At least three (3) business days

prior to the Closing Date;

a final, executed PDF

copy is required.

For Non-U.S. Issuers: At least ten

(10) business

days prior to the Closing Date, a draft copy is

required, and by three (3) business days prior to

the Closing Date an original, signed, hardcopy

must be received by DTC.

Information and/or Materials Needed Time Frame

For IPO tracked issues: Lead underwriter indicates

in UW SOURCE, as part of the eligibility

submission to include the issue in

DTC’s IPO

Tracking System.

By no later than 3:00 p.m. ET, two (2) business

days prior to the Closing Date.

Receipt of Securities, or

Confirmation by Agent of the issue’s FAST

balance utilizing DTC’s FRAC function available

on PBS.

By no later than

12:00 noon ET on the business

day prior to the Closing Date.

On the Closing Date, as early as the opening of

business, but no later than 12:00 noon ET.

(Balance confirmation must be received from

Agent before DTC will credit securities to a

Participant’s account. In addition, in no event will

credit be given to a Participant’s account without

the Underwriting Department having received

closing call information from the underwriter and

Agent).

Closing information

The underwriter and Agent must notify DTC of the

issue’s closing by 1:15 p.m. ET on the Closing

Date. (Requests for extensions will be considered

for issues of $100 million or more. Such requests

must be received by DTC no later than 1:00 p.m.

ET).

Final offering documents (e.g., official statement,

prospectus, offering memorandum).

If not submitted prior to issue’s closing, must be

submitted no later than 10 business days after the

Closing Date. Underwriters failing to submit a

final in this timeframe will

be subject to a

surcharge, in accordance with the Fee Schedule.