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Agent, upon request and at then current fees, with the names of those Direct Participants whose ownership interests in Bonds are selected for redemption by DTC. The Issuer authorizes the Trustee to provide DTC with such signatures, exemplars of signatures and authorizations to act as may be deemed necessary by DTC to permit DTC to discharge its obligations to its Participants and appropriate regulatory authorities. This authorization, unless revoked by the Issuer, shall continue while either or both the ARS and the IRS are on deposit at DTC, until and unless the Trustee shall no longer be acting on behalf of the Issuer. In such event, the Issuer shall provide DTC with similar evidence of the authorization of any successor to the rights and obligations of the Trustee so to act. Such request for a Securities Position Listing shall be directed to The Depository Trust Company, Proxy Department, 7 Hanover Square, 23rd Floor, New York, New York, 10004, telephone 212-709-6870. 21. On each day on which the Auction Agent is open for business and on which it receives from DTC instructions ("Deposit Instructions") originated by a Direct Participant to increase the Direct Participant's account by a specified number of shares, units, or obligations, the Auction Agent shall, at or before 6:30 p.m., New York City time, that day, either approve or disapprove the Deposit Instructions through DTC's Deposit and Withdrawal at Custodian ("DWAC") service. The Auction Agent agrees that such notification to DTC shall be deemed to be the receipt by DTC of a new, reissued or re-registered certificated security on registration of transfer to the name of Cede & Co. for the quantity of securities evidenced by the Balance Certificate (i.e., the appropriate certificates held by the Auction Agent on behalf of DTC) after the Balance Certificate has been increased. On each day on which the Auction Agent is open for business and on which it receives from DTC instructions ("Withdrawal Instructions") originated by a Direct Participant to decrease the Direct Participant's account by a specified number of shares, units, or obligations, Agent shall, at or before 6:30 p.m., New York City time, that day, either approve or disapprove the Withdrawal Instructions through the DWAC service. The Auction Agent shall hold the Bond certificates for the ARS and the IRS described in Paragraph 1 of this letter. The Auction Agent is authorized (i) to give effect to instructions received from the Broker-Dealers in accordance with the Auction Agent Agreement to fix ARS and IRS, (ii) to give effect to instructions received from the Broker-Dealers in accordance with the Auction Agent Agreement to break the linkage of such positions previously Fixed and (iii) to issue instructions to DTC in accordance with the Auction Agent Agreement to exchange Newly Fixed AIRS for Regular Fixed AIRS. From time to time upon request, the Auction Agent will receive reports from DTC concerning the aggregate positions shown on DTC's records for each of the CUSIP numbers referred to in this letter. The Auction Agent agrees to confirm such balances and note any differences between its records and the aggregate positions identified in DTC's reports, all in the manner set forth in existing arrangements between the Auction Agent acting as FAST agent for other issues and DTC. 22. At or prior to the date of delivery of the Bonds, the Issuer, the Auction Agent and the Trustee shall execute or signify their approval of this Representation LA1-69757.2 7