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second Business Day following the day of DTC's receipt of such Tender Demand. DTC <br /> shall deliver such ARS against payment therefor by the Broker-Dealer by book-entry <br /> transfer on the Tender Date to the account of the Broker-Dealer without any action on <br /> the part of or on behalf of the owner or owners of the ARS. <br /> 6. The Indenture provides that the interest rate for the ARS and the IRS will <br /> vary from time to time. Absent other existing arrangements with DTC, the Trustee will <br /> give DTC notice of the amount of interest payable on the ARS and the IRS, allocated to <br /> each of the four CUSIP numbers for the Bonds referred to in the second paragraph of <br /> this letter, and the Interest Payment Date on which such interest will be paid. Such <br /> notice shall contain the name and telephone number of a person at the Trustee to contact <br /> with respect to such interest payments and shall be given either by overnight mail to the <br /> supervisor of the Dividend Announcement Section (with subsequent telephone <br /> confirmation at (212) 709-1270) at: <br /> The Depository Trust Company <br /> 7 Hanover Square, 22nd Floor <br /> New York, New York 10004 <br /> Attention: Announcements Manager; Dividend Department <br /> or by facsimile transmission to (212) 709-1723 to the supervisor of the Dividend <br /> Announcement Section (with subsequent telephone confirmation at (212) 709-1270). <br /> 7. The Auction Agent will give DTC notice of the conversion of Newly Fixed <br /> AIRS to Regular Fixed AIRS at least two Business Days prior to the date on which each <br /> such conversion shall be effective. Such notice shall be delivered to: <br /> The Depository Trust Company <br /> 7 Hanover Square, 23rd Floor <br /> New York, New York 10004 <br /> Attention: Mandatory Reorganization Department <br /> 8. DTC hereby agrees that, upon the request of the Trustee received by DTC <br /> no later than 4 p.m., New York City time, on the business day immediately preceding <br /> a Record Date, it will use its best efforts to deliver to the Trustee, on the business day <br /> immediately following such Record Date, a Position Listing showing at the close of <br /> business on the immediately preceding business day the aggregate principal amount of: <br /> Regular ARS, Newly Fixed AIRS, Regular Fixed AIRS and Regular IRS, respectively. <br /> 9. All notices, payments and advices sent to DTC with respect to Regular <br /> ARS, Newly Fixed AIRS, Regular Fixed AIRS and Regular IRS shall contain the <br /> relevant CUSIP number. <br /> LAI-69757.2 4 <br />