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2. In the event of any solicitation of consents from and voting by holders of the Bonds, the Issuer shall establish a record date for such purposes and give DTC notice of such record date not less than 15 calendar days in advance of such record date to the extent possible. 3. In the event of a redemption or an advance refunding of all or a portion of the Bonds outstanding, the Trustee shall mail DTC notice of such event at least ten Business Days prior to the redemption date or, in the case of an advance refunding, the date the proceeds are to be deposited in escrow. If appropriate, the Trustee shall specify in such notice the principal amounts and stated maturities of Bonds to be so redeemed for which the Trustee has received surrendered Bonds (or transfers of Bonds to its account at DTC). The Trustee shall specify that, on the Redemption Date, such principal amounts shall be considered to have been redeemed. DTC shall not include such principal amounts in its calculations of the beneficial interests to be redeemed. 4. In the event of a redemption of less than all of the Bonds outstanding, the Trustee shall give the Securities Depository notice thereof at least two Business Days preceding the Redemption Record Date (as defined herein). DTC hereby agrees to deliver to the Trustee upon receipt of such notice, at the close of business on such Redemption Record Date, a position listing (the "Position Listing") of the aggregate principal amounts of Regular ARS, Regular Fixed AIRS, Newly Fixed AIRS and Regular IRS as of the close of business on the Redemption Record Date. The Trustee shall send DTC a notice specifying the aggregate principal amounts to be redeemed of (a) Regular ARS, (b) Regular Fixed AIRS and Newly Fixed AIRS and (c) Regular IRS, as soon as possible after such Redemption Record Date. (DTC shall select by lot which of the Regular ARS covered in (a) are to be called, and shall select by lot which of the Regular Fixed AIRS and Newly Fixed AIRS covered in (b) are to be called and shall select by lot which of the Regular IRS covered in (c) are to be called.) Such notices shall be sent by a secure means (e.g., legible facsimile transmission, promptly confirmed in writing, registered or certified mail or overnight express delivery) in a manner designed to assure that such notice is received on the dates and at the times specified above. (The Trustee or DTC sending such notice shall have a method to verify subsequently the use of such means and timeliness of the notice.) As used herein and in the Indenture, the term "Redemption Record Date" means, in effect, the record date selected by the Trustee for the purpose of a redemption. 5. In the event DTC receives a Tender Demand from a Broker-Dealer, DTC shall take the following actions. On the second Business Day following the day of DTC's receipt of a Tender Demand. DTC shall select, by lot in such manner as it shall determine from a Position Listing of the aggregate principal amounts of ARS as of the close of business on the date of such Tender Demand, the ARS to be tendered. DTC shall give the Direct Participant for the ARS so selected and the Auction Agent a Tender Notice. Such Tender Notice shall specify the Tender Date set forth in such Tender Demand, the amount of ARS to be tendered by such owner or owners on the Tender Date and the Tender Price therefor. Each Tender Notice shall be mailed to such Direct Participant and the Auction Agent by first class mail postage prepaid no later than the LA1-69757.2 3