Common use of Book-Entry Bonds Clause in Contracts

Book-Entry Bonds. The Bonds will be Book-Entry Bonds. Each Class of Bonds shall be represented by a single bond certificate with respect to such Class in the original principal amount of the related Bonds. The Issuer hereby designates The Depository Trust Company, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as the initial Depository for the Book-Entry Bonds and directs the Trustee to execute and deliver the DTC Letter Agreement. The bond certificates representing the Book-Entry Bonds shall be registered in the name of the nominee of the Depository designated in the DTC Letter Agreement, CEDE & Co. The Trustee shall not register the transfer of any Book-Entry Bond to another depository until the Issuer shall have delivered or caused to be delivered to the Trustee a written acceptance by the proposed transferee of the duties of acting as depository with respect to Book-Entry Bonds and an Opinion of Counsel to the effect that the proposed transferee is an entity registered as a "clearing agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as amended and to the further effect that all other conditions precedent for such registration of transfer have been completed. The Trustee shall be under no liability to any Person for any such registration or for making any payments due on such Bonds to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Indenture so long as the transfer was registered upon receipt of the Opinion of Counsel described above. Any Bond Owner acquiring an interest in a Book-Entry Bond through the Depository or its participating organizations ("Depository Participants") shall not be entitled to receive a certificate representing any interest in the Bonds except in the event that fully-registered, certificated Bonds are issued to Bond Owners ("Definitive Bonds") under the circumstances set forth in this Section. As long as the Outstanding Bonds remain Book-Entry Bonds (i) the provisions of this Section shall be in full force, (ii) to the extent that the provisions of this Section conflict with any provisions of this Indenture, the provisions of this Section shall control, (iii) the Trustee shall deal with the Depository as representative of the Bond Owners of the Bonds for purposes of exercising the rights of Holders under this Indenture, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Bond Owners; (iv) the Issuer or the Trustee shall deliver to the Depository any notice or other communication required to be delivered to any Holder by the Issuer or the Trustee, respectively, and shall note thereon the CUSIP number of the Bonds, (v) the Trustee is hereby authorized by the Issuer to request from the Depository at any time a list of Depository Participants, (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and information furnished by the Depository Participants with respect to Bond Owners, (vii) the Depository shall maintain book entry records with respect to the Bond Owners and with respect to the ownership and transfers of beneficial interests in the Bonds; (viii) ownership and transfers of registration of the Bonds on the books of the Depository shall be governed by applicable rules established by the Depository; (ix) the Depository may collect its usual and customary fees, charges and expenses from the Depository Participants, (x) any invitation to tender the Bonds shall be made in compliance with the pertinent provisions of the DTC Letter Agreement, (xi) to the extent required by the pertinent provisions of the DTC Letter Agreement, the Issuer or, if applicable, the Trustee shall give the Depository notice of any record date set by the Issuer or the Trustee (as the case may be) pursuant to Section 13.03(e), (xii) to the extent of any conflict between the DTC Letter Agreement and this Indenture, the provisions of the DTC Letter Agreement shall control, (xiii) the rights of Bond Owners shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreement between such Bond Owners, the Depository and/or Depository Participants. On or before the thirtieth (30th) day prior to any Issuer Redemption, the Trustee shall notify the Depository of the date of such Issuer Redemption. Bonds issued as Book-Entry Bonds shall be issued in Definitive Bonds in the event that (A) the Issuer expressly advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as depository with respect to such Book-Entry Bonds, and the Issuer is unable to locate a qualified successor, or (B) the Issuer, in its sole discretion (but only with the express prior written consent of the Trustee), elects to terminate the book-entry system through the Depository by express written notice to the Depository and the Trustee, or (C) after the occurrence of an Event of Default, Bond Owners representing not less than two-thirds in Aggregate Current Principal Amount of such Book-Entry Bonds advise the Depository through Depository Participants in writing that the continuation of a book-entry system through the Depository is no longer in the best interest of the Bond Owners. Upon the occurrence of any event described in the immediately preceding sentence, the Depository shall be required to notify all Depository Participants of the availability through the Depository of Definitive Bonds. Upon surrender by the Depository of the certificate representing such BookEntry Bonds and instructions to the Trustee from the Depository for reregistration of the Definitive Bond certificates and the Issuer's delivery to the Trustee of appropriate Definitive Bond certificates, the Owner Trustee shall, on behalf of the Issuer, execute and the Trustee shall authenticate the entire principal amount of such Book-Entry Bonds then Outstanding in Definitive Bonds and thereafter the Trustee shall recognize the Holders of such Definitive Bonds as Holders under this Indenture. Neither the Issuer, the Trustee nor the Owner Trustee shall be liable for any delay in delivery of such instructions and certificates and may conclusively rely on and shall be protected in relying on such instructions.

Book-Entry Bonds. The Bonds will be Book-Entry Bonds. Each Class a) Except as provided in subparagraph (c) of this Section 211, the registered owner of all Bonds shall be represented by a single bond certificate with respect to such Class in the original principal amount of the related Bonds. The Issuer hereby designates The Securities Depository Trust Company, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000and, as long as the initial Securities Depository for shall be DTC, the Book-Entry Bonds and directs the Trustee to execute and deliver the DTC Letter Agreement. The bond certificates representing the Book-Entry Bonds shall be registered in the name of Cede & Co., as nominee for DTC. All provisions of this Article 11 (other than those provisions contained in Section 208), during the time the Bonds are registered in the name of the nominee of the Depository designated in the DTC Letter AgreementDTC, CEDE & Co. The Trustee shall not register the transfer of any Book-Entry Bond to another depository until the Issuer shall have delivered or caused to be delivered to the Trustee a written acceptance by the proposed transferee of the duties of acting as depository with respect to Book-Entry Bonds and an Opinion of Counsel to the effect that the proposed transferee is an entity registered as a "clearing agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as amended and to the further effect that all other conditions precedent for such registration of transfer have been completed. The Trustee shall be under no liability to any Person for any such registration or for making any payments due on such Bonds to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Indenture so long as the transfer was registered upon receipt of the Opinion of Counsel described above. Any Bond Owner acquiring an interest in a Book-Entry Bond through the Depository or its participating organizations ("Depository Participants") shall not be entitled to receive a certificate representing any interest in the Bonds except in the event that fully-registered, certificated Bonds are issued to Bond Owners ("Definitive Bonds") under the circumstances set forth in this Section. As long as the Outstanding Bonds remain Book-Entry Bonds (i) superseded by the provisions of this Section shall be in full force, (ii) to 211 and the extent that the provisions of this Section conflict with any provisions of this Indenture, the provisions of this Section shall control, (iii) the Trustee shall deal with the Depository as representative rules of the Bond Owners of the Bonds for purposes of exercising the rights of Holders under this Indenture, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Bond Owners; (iv) the Issuer or the Trustee shall deliver to the Securities Depository any notice or other communication required to be delivered to any Holder by the Issuer or the Trustee, respectively, and shall note thereon the CUSIP number of the Bonds, (v) the Trustee is hereby authorized by the Issuer to request from the Depository at any time a list of Depository Participants, (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and information furnished by the Depository Participants with respect to Bond Owners, (vii) the Depository shall maintain book entry records with respect to the Bond Owners and with respect to the ownership and transfers of beneficial interests in the Bonds; (viii) ownership and transfers of registration of the Bonds on the books of the Depository shall be governed by applicable rules established by the Depository; (ix) the Depository may collect its usual and customary fees, charges and expenses from the Depository Participants, (x) any invitation to tender the Bonds shall be made in compliance with the pertinent provisions of the DTC Letter Agreement, (xi) to the extent required by the pertinent provisions of the DTC Letter Agreement, the Issuer or, if applicable, the Trustee shall give the Depository notice of any record date set by the Issuer or the Trustee (as the case may be) pursuant to Section 13.03(e), (xii) thereto to the extent of any conflict between therewith. Payments of principal of or interest on any Bond registered in the DTC Letter Agreement and this Indenture, the provisions name of the DTC Letter Agreement shall control, (xiii) the rights of Bond Owners Cede & Co. shall be exercised only through made to the Depository and account of Cede & Co. at the Depository Participants and shall be limited to those established by law and agreement between such Bond Owners, the Depository and/or Depository Participants. On or before the thirtieth (30th) day prior to any Issuer Redemption, the Trustee shall notify the Depository of the date of such Issuer Redemption. Bonds issued as Book-Entry Bonds shall be issued in Definitive Bonds address indicated for Cede & Co. in the event that (A) the Issuer expressly advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as depository with respect to such Book-Entry Bonds, and the Issuer is unable to locate a qualified successor, or (B) the Issuer, in its sole discretion (but only with the express prior written consent of registration books kept by the Trustee), elects . The "Bonds" referred to terminate the book-entry system through the Depository by express written notice in this Section 211 shall refer to the Depository and Bonds registered in the Trustee, or (Cname of Cede & Co. -----(c) after In the occurrence of an Event of Default, Bond Owners representing not less than two-thirds in Aggregate Current Principal Amount of such Book-Entry Bonds advise event the Depository through Depository Participants in writing Authority determines that the continuation of a book-entry system through the Depository it is no longer in the best interest of the Bond OwnersAuthority not to continue the book-entry system of transfer for the Bonds or that the interest of the owners of. Upon the occurrence Bonds might be adversely affected if the book-entry system of any event described in the immediately preceding sentencetransfer is continued, the Authority may notify the Securities Depository, the Letter of Credit Issuer and the Trustee, whereupon the Securities Depository shall be required to will notify all Depository Participants the Participants, of the availability through the Securities Depository of Definitive certificates for the Bonds. Upon surrender , In such event, the Trustee shall issue, transfer and exchange certificates for the Bonds as requested by the Securities Depository of the certificate representing such BookEntry Bonds and instructions any Participant or Beneficial Owner in appropriate amounts in accordance with subparagraph (f) below. The Securities Depository may determine to discontinue providing its services with respect to the Trustee from Bonds at any time by giving notice to the Depository for reregistration of the Definitive Bond certificates Authority and the Issuer's delivery to Trustee and discharging its responsibilities with respect thereto under applicable law, or the Trustee Authority may determine that the Securities Depository is incapable of appropriate Definitive Bond certificatesdischarging its responsibilities and may so advise the Securities Depository. In either such event, the Owner Trustee shallAuthority shall either establish its own book-entry system or use reasonable efforts to locate another Securities Depository. Under such circumstances (if there is no successor Securities Depository), on behalf of the Issuer, execute Authority and the Trustee shall authenticate be obligated to deliver certificates for the entire principal amount Bonds as described in subparagraph (f) below. In the event certificates for the Bonds are issued, the provisions of this Agreement shall apply to such Bond certificates in all respects, including, among other things, the printing of certificates, the transfer and exchange of such Book-Entry Bonds then Outstanding in Definitive Bonds certificates and thereafter the method of payment of principal or redemption price of and interest on such certificates. Whenever the Securities Depository requests the Authority and the Trustee shall recognize the Holders of such Definitive Bonds as Holders under this Indenture. Neither the Issuerto do so, the Trustee nor and the Owner Trustee shall be liable Authority will cooperate with the Securities Depository in taking appropriate action after reasonable notice: (i) to make available one or more separate certificates evidencing the Bonds to any Participant having Bonds credited to its account with the Securities Depository; or (ii) to arrange for any delay in delivery another Securities Depository to maintain custody of such instructions and certificates and may conclusively rely on and shall be protected in relying on such instructionsevidencing the Bonds.

Book-Entry Bonds. The Anything herein to the contrary notwithstanding, Bonds will may be Book-authorized and issued as Book Entry Bonds in accordance with the Supplemental Indenture authorizing such Bonds. Each Class For all purposes of Bonds the Indenture the Holder of a Book Entry Bond shall be represented by the Depository therefor and neither the Corporation nor the Trustee shall have responsibility or any obligation to the beneficial owner of such Bond or to any direct or indirect participant in such Depository. Without limiting the generality of the foregoing, neither the Corporation nor the Trustee shall have any responsibility or obligation to any such participant or to the beneficial owner of a single bond certificate Book Entry Bond with respect to (i) the accuracy of the records of the Depository or any participant with respect to any beneficial ownership interest in such Bond, (ii) the delivery to any participant of the Depository, the beneficial owner of such Bond or any other person, other than the Depository, of any notice with respect to such Class Bond, including any notice of the redemption thereof, or (iii) the payment to any participant of the Depository, the beneficial owner of such Bond or any other person, other than the Depository, of any amount with respect to the principal or Redemption Price of, or interest on, such Bond. The Corporation and the Trustee may treat the Depository therefor as the absolute owner of a Book Entry Bond for the purpose of (x) payment of the principal or Redemption Price of and interest on such Bond, (y) giving notices of redemption and of other matters with respect to such Bond, (z) registering transfers with respect to such Bond, and for all other purposes whatsoever. The Trustee shall pay all principal or Redemption Price of and interest on such Bond only to or upon the order of the Depository, and all such payments shall be valid and effective to fully satisfy and discharge the Corporation’s obligations with respect to such principal or Redemption Price and interest to the extent of the sum or sums so paid. No person other than the Depository shall receive a Bond or other instrument evidencing the Corporation’s obligation to make payments of the principal or Redemption Price thereof and interest thereon. Anything herein to the contrary notwithstanding, payment of the Redemption Price of a Book Entry Bond which is redeemed in part prior to maturity may be paid to the Depository by wire transfer without surrender of such Bond to the Trustee; provided, however, that the Trustee shall maintain records as to each such payment and of the principal amount of such Bond Outstanding, which shall be binding on the Corporation and the Holders from time to time of such Bond; provided, further, that payment of the principal or Redemption Price of and interest on a Book Entry Bond at the maturity date or earlier date on which such Bond has been called for redemption in whole shall only be made upon presentation and surrender of such Bond to the Trustee at its designated corporate trust office. The Corporation, in its sole discretion and without the consent of the Trustee, the beneficial owner of a Book Entry Bond or any other person, may terminate the services of the Depository with respect to a Book Entry Bond if the Corporation determines that (i) the Depository is unable to discharge its responsibilities with respect to such Bonds or (ii) a continuation of the requirement that all of the Outstanding Bonds of like Series issued in book entry form be registered in the original registration books of the Corporation in the name of the Depository, is not in the best interest of the beneficial owners of such Bonds, and the Corporation shall terminate the services of the Depository upon receipt by the Corporation and the Trustee of written notice from the Depository that it has received written requests that such Depository be removed from its participants having beneficial interest, as shown in the records of the Depository, in an aggregate amount of not less than a majority in principal amount of the related Bondsthen Outstanding Bonds for which the Depository is serving as Depository. The Issuer hereby designates The Upon the termination of the services of a Depository Trust Companywith respect to a Book Entry Bond, 00 Xxxxx Xxxxxxor upon the resignation of a Depository with respect to a Book Entry Bond, Xxx Xxxxafter which no substitute securities depository willing to undertake the functions of such Depository can be found which, Xxx Xxxx 00000in the opinion of the Corporation, as is able to undertake such functions upon reasonable and customary terms, such Bonds shall no longer be registered in the initial Depository for the Book-Entry Bonds and directs registration books kept by the Trustee to execute and deliver in the DTC Letter Agreement. The bond certificates representing the Book-Entry Bonds name of a Depository, but shall be registered in the name or names of the nominee Bondholders transferring or exchanging such Bonds shall designate, in accordance with the provisions of Article III hereof. In connection with any proposed transfer outside the Book Entry Bond system, the Corporation or the Depository designated in the DTC Letter Agreement, CEDE & Co. The Trustee shall not register the transfer of any Book-Entry Bond to another depository until the Issuer shall have delivered provide or caused cause to be delivered provided to the Trustee a written acceptance by all information necessary to allow the proposed transferee Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations Section 6045 of the duties of acting as depository with respect to Book-Entry Bonds and an Opinion of Counsel to the effect that the proposed transferee is an entity registered as a "clearing agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as amended and to the further effect that all other conditions precedent for such registration of transfer have been completedCode. The Trustee may rely on the information provided to it and shall be under have no liability responsibility to any Person for any such registration verify or for making any payments due on such Bonds to ensure the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Indenture so long as the transfer was registered upon receipt of the Opinion of Counsel described above. Any Bond Owner acquiring an interest in a Book-Entry Bond through the Depository or its participating organizations ("Depository Participants") shall not be entitled to receive a certificate representing any interest in the Bonds except in the event that fully-registered, certificated Bonds are issued to Bond Owners ("Definitive Bonds") under the circumstances set forth in this Section. As long as the Outstanding Bonds remain Book-Entry Bonds (i) the provisions of this Section shall be in full force, (ii) to the extent that the provisions of this Section conflict with any provisions of this Indenture, the provisions of this Section shall control, (iii) the Trustee shall deal with the Depository as representative of the Bond Owners of the Bonds for purposes of exercising the rights of Holders under this Indenture, and requests and directions for and votes accuracy of such representative shall not be deemed to be inconsistent if they are made with respect to different Bond Owners; (iv) the Issuer or the Trustee shall deliver to the Depository any notice or other communication required to be delivered to any Holder by the Issuer or the Trustee, respectively, and shall note thereon the CUSIP number of the Bonds, (v) the Trustee is hereby authorized by the Issuer to request from the Depository at any time a list of Depository Participants, (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and information furnished by the Depository Participants with respect to Bond Owners, (vii) the Depository shall maintain book entry records with respect to the Bond Owners and with respect to the ownership and transfers of beneficial interests in the Bonds; (viii) ownership and transfers of registration of the Bonds on the books of the Depository shall be governed by applicable rules established by the Depository; (ix) the Depository may collect its usual and customary fees, charges and expenses from the Depository Participants, (x) any invitation to tender the Bonds shall be made in compliance with the pertinent provisions of the DTC Letter Agreement, (xi) to the extent required by the pertinent provisions of the DTC Letter Agreement, the Issuer or, if applicable, the Trustee shall give the Depository notice of any record date set by the Issuer or the Trustee (as the case may be) pursuant to Section 13.03(e), (xii) to the extent of any conflict between the DTC Letter Agreement and this Indenture, the provisions of the DTC Letter Agreement shall control, (xiii) the rights of Bond Owners shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreement between such Bond Owners, the Depository and/or Depository Participants. On or before the thirtieth (30th) day prior to any Issuer Redemption, the Trustee shall notify the Depository of the date of such Issuer Redemption. Bonds issued as Book-Entry Bonds shall be issued in Definitive Bonds in the event that (A) the Issuer expressly advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as depository with respect to such Book-Entry Bonds, and the Issuer is unable to locate a qualified successor, or (B) the Issuer, in its sole discretion (but only with the express prior written consent of the Trustee), elects to terminate the book-entry system through the Depository by express written notice to the Depository and the Trustee, or (C) after the occurrence of an Event of Default, Bond Owners representing not less than two-thirds in Aggregate Current Principal Amount of such Book-Entry Bonds advise the Depository through Depository Participants in writing that the continuation of a book-entry system through the Depository is no longer in the best interest of the Bond Owners. Upon the occurrence of any event described in the immediately preceding sentence, the Depository shall be required to notify all Depository Participants of the availability through the Depository of Definitive Bonds. Upon surrender by the Depository of the certificate representing such BookEntry Bonds and instructions to the Trustee from the Depository for reregistration of the Definitive Bond certificates and the Issuer's delivery to the Trustee of appropriate Definitive Bond certificates, the Owner Trustee shall, on behalf of the Issuer, execute and the Trustee shall authenticate the entire principal amount of such Book-Entry Bonds then Outstanding in Definitive Bonds and thereafter the Trustee shall recognize the Holders of such Definitive Bonds as Holders under this Indenture. Neither the Issuer, the Trustee nor the Owner Trustee shall be liable for any delay in delivery of such instructions and certificates and may conclusively rely on and shall be protected in relying on such instructionsinformation.

Book-Entry Bonds. The Anything herein to the contrary notwithstanding, Bonds will may be Book-authorized and issued as Book Entry Bonds in accordance with the Supplemental Indenture authorizing such Bonds. Each Class For all purposes of Bonds the Indenture the Holder of a Book Entry Bond shall be represented by the Depository therefor and neither the Corporation nor the Trustee shall have responsibility or any obligation to the beneficial owner of such Bond or to any direct or indirect participant in such Depository. Without limiting the generality of the foregoing, neither the Corporation nor the Trustee shall have any responsibility or obligation to any such participant or to the beneficial owner of a single bond certificate Book Entry Bond with respect to (i) the accuracy of the records of the Depository or any participant with respect to any beneficial ownership interest in such Bond, (ii) the delivery to any participant of the Depository, the beneficial owner of such Bond or any other person, other than the Depository, of any notice with respect to such Class Bond, including any notice of the redemption thereof, or (iii) the payment to any participant of the Depository, the beneficial owner of such Bond or any other person, other than the Depository, of any amount with respect to the principal or Redemption Price of, or interest on, such Bond. The Corporation and the Trustee may treat the Depository therefor as the absolute owner of a Book Entry Bond for the purpose of (x) payment of the principal or Redemption Price of and interest on such Bond, (y) giving notices of redemption and of other matters with respect to such Bond, (z) registering transfers with respect to such Bond, and for all other purposes whatsoever. The Trustee shall pay all principal or Redemption Price of and interest on such Bond only to or upon the order of the Depository, and all such payments shall be valid and effective to fully satisfy and discharge the Corporation's obligations with respect to such principal or Redemption Price and interest to the extent of the sum or sums so paid. No person other than the Depository shall receive a Bond or other instrument evidencing the Corporation's obligation to make payments of the principal or Redemption Price thereof and interest thereon. Anything herein to the contrary notwithstanding, payment of the Redemption Price of a Book Entry Bond which is redeemed in part prior to maturity may be paid to the Depository by wire transfer without surrender of such Bond to the Trustee; provided, however, that the Trustee shall maintain records as to each such payment and of the principal amount of such Bond Outstanding, which shall be binding on the Corporation and the Holders from time to time of such Bond; provided, further, that payment of the principal or Redemption Price of and interest on a Book Entry Bond at the maturity date or earlier date on which such Bond has been called for redemption in whole shall only be made upon presentation and surrender of such Bond to the Trustee at its designated corporate trust office. The Corporation, in its sole discretion and without the consent of the Trustee, the beneficial owner of a Book Entry Bond or any other person, may terminate the services of the Depository with respect to a Book Entry Bond if the Corporation determines that (i) the Depository is unable to discharge its responsibilities with respect to such Bonds or (ii) a continuation of the requirement that all of the Outstanding Bonds of like Series issued in book entry form be registered in the original registration books of the Corporation in the name of the Depository, is not in the best interest of the beneficial owners of such Bonds, and the Corporation shall terminate the services of the Depository upon receipt by the Corporation and the Trustee of written notice from the Depository that it has received written requests that such Depository be removed from its participants having beneficial interest, as shown in the records of the Depository, in an aggregate amount of not less than a majority in principal amount of the related Bondsthen Outstanding Bonds for which the Depository is serving as Depository. The Issuer hereby designates The Upon the termination of the services of a Depository Trust Companywith respect to a Book Entry Bond, 00 Xxxxx Xxxxxxor upon the resignation of a Depository with respect to a Book Entry Bond, Xxx Xxxxafter which no substitute securities depository willing to undertake the functions of such Depository can be found which, Xxx Xxxx 00000in the opinion of the Corporation, as is able to undertake such functions upon reasonable and customary terms, such Bonds shall no longer be registered in the initial Depository for the Book-Entry Bonds and directs registration books kept by the Trustee to execute and deliver in the DTC Letter Agreement. The bond certificates representing the Book-Entry Bonds name of a Depository, but shall be registered in the name or names of the nominee of the Depository designated in the DTC Letter Agreement, CEDE & Co. The Trustee shall not register the transfer of any Book-Entry Bond to another depository until the Issuer shall have delivered Bondholders transferring or caused to be delivered to the Trustee a written acceptance by the proposed transferee of the duties of acting as depository with respect to Book-Entry Bonds and an Opinion of Counsel to the effect that the proposed transferee is an entity registered as a "clearing agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as amended and to the further effect that all other conditions precedent for such registration of transfer have been completed. The Trustee shall be under no liability to any Person for any such registration or for making any payments due on exchanging such Bonds to the Holder thereof or for taking any other action shall designate, in accordance with respect to such Holder under the provisions of this Indenture so long as the transfer was registered upon receipt of the Opinion of Counsel described above. Any Bond Owner acquiring an interest in a Book-Entry Bond through the Depository or its participating organizations ("Depository Participants") shall not be entitled to receive a certificate representing any interest in the Bonds except in the event that fully-registered, certificated Bonds are issued to Bond Owners ("Definitive Bonds") under the circumstances set forth in this Section. As long as the Outstanding Bonds remain Book-Entry Bonds (i) the provisions of this Section shall be in full force, (ii) to the extent that the provisions of this Section conflict with any provisions of this Indenture, the provisions of this Section shall control, (iii) the Trustee shall deal with the Depository as representative of the Bond Owners of the Bonds for purposes of exercising the rights of Holders under this Indenture, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Bond Owners; (iv) the Issuer or the Trustee shall deliver to the Depository any notice or other communication required to be delivered to any Holder by the Issuer or the Trustee, respectively, and shall note thereon the CUSIP number of the Bonds, (v) the Trustee is hereby authorized by the Issuer to request from the Depository at any time a list of Depository Participants, (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and information furnished by the Depository Participants with respect to Bond Owners, (vii) the Depository shall maintain book entry records with respect to the Bond Owners and with respect to the ownership and transfers of beneficial interests in the Bonds; (viii) ownership and transfers of registration of the Bonds on the books of the Depository shall be governed by applicable rules established by the Depository; (ix) the Depository may collect its usual and customary fees, charges and expenses from the Depository Participants, (x) any invitation to tender the Bonds shall be made in compliance with the pertinent provisions of the DTC Letter Agreement, (xi) to the extent required by the pertinent provisions of the DTC Letter Agreement, the Issuer or, if applicable, the Trustee shall give the Depository notice of any record date set by the Issuer or the Trustee (as the case may be) pursuant to Section 13.03(e), (xii) to the extent of any conflict between the DTC Letter Agreement and this Indenture, the provisions of the DTC Letter Agreement shall control, (xiii) the rights of Bond Owners shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreement between such Bond Owners, the Depository and/or Depository Participants. On or before the thirtieth (30th) day prior to any Issuer Redemption, the Trustee shall notify the Depository of the date of such Issuer Redemption. Bonds issued as Book-Entry Bonds shall be issued in Definitive Bonds in the event that (A) the Issuer expressly advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as depository with respect to such Book-Entry Bonds, and the Issuer is unable to locate a qualified successor, or (B) the Issuer, in its sole discretion (but only with the express prior written consent of the Trustee), elects to terminate the book-entry system through the Depository by express written notice to the Depository and the Trustee, or (C) after the occurrence of an Event of Default, Bond Owners representing not less than two-thirds in Aggregate Current Principal Amount of such Book-Entry Bonds advise the Depository through Depository Participants in writing that the continuation of a book-entry system through the Depository is no longer in the best interest of the Bond Owners. Upon the occurrence of any event described in the immediately preceding sentence, the Depository shall be required to notify all Depository Participants of the availability through the Depository of Definitive Bonds. Upon surrender by the Depository of the certificate representing such BookEntry Bonds and instructions to the Trustee from the Depository for reregistration of the Definitive Bond certificates and the Issuer's delivery to the Trustee of appropriate Definitive Bond certificates, the Owner Trustee shall, on behalf of the Issuer, execute and the Trustee shall authenticate the entire principal amount of such Book-Entry Bonds then Outstanding in Definitive Bonds and thereafter the Trustee shall recognize the Holders of such Definitive Bonds as Holders under this Indenture. Neither the Issuer, the Trustee nor the Owner Trustee shall be liable for any delay in delivery of such instructions and certificates and may conclusively rely on and shall be protected in relying on such instructionsArticle III hereof.

Book-Entry Bonds. The Anything herein to the contrary notwithstanding, Bonds will may be Book-Entry authorized and issued in book entry form in accordance with the Supplemental Indenture authorizing such Bonds. Each Class For all purposes of Bonds this Indenture the Holder of a Bond in book entry form shall be represented by the Depository therefor and neither the State, the Registrar nor the Trustee shall have responsibility or any obligation to the beneficial owner of such Bond or to any direct or indirect participant in such Depository. Without limiting the generality of the foregoing, neither the State, the Registrar nor the Trustee shall have any responsibility or obligation to any such participant or to the beneficial owner of a single bond certificate Bond in book entry form with respect to (i) the accuracy of the records of the Depository or any participant with respect to any beneficial ownership interest in such Bond, (ii) the delivery to any participant of the Depository, the beneficial owner of such Bond or any other person, other than the Depository, of any notice with respect to such Class Bond, including any notice of the redemption thereof, or (iii) the payment to any participant of the Depository, the beneficial owner of such Bond or any other person, other than the Depository, of any amount with respect to the principal or redemption price of, or interest on, such Bond. The State, the Registrar and the Trustee may treat the Depository therefor as the absolute owner of a Bond in book entry form for the purpose of (x) payment of the principal or redemption price of, and interest on such Bond, (y) giving notices of redemption and of other matters with respect to such Bond, (z) registering transfers with respect to such Bond, and for all other purposes whatsoever. All principal or redemption price of, as applicable, and interest on, such Bond shall be paid only to or upon the order of the Depository, and all such payments shall be valid and effective to fully satisfy and discharge the State’s obligations with respect to such principal or redemption price and interest, ABPC’s obligation under the Lease and APCOA’s obligation under the APCOA Guaranty, in each case with respect to payment of Debt Service on the Bonds, to the extent of the sum or sums so paid. No Person other than the Depository shall receive a Bond or other instrument evidencing the State’s obligation to make payments of the principal or redemption price thereof, and interest thereon. Anything herein to the contrary notwithstanding, payment of the redemption price of Bonds in book entry form which are redeemed prior to maturity may be paid to the Depository by wire transfer. Such payment of the redemption price of Bonds in book entry form to the Depository may be made without surrender of Bonds to the Trustee; provided, however, payment of principal and interest at maturity of Bonds in book entry form requires surrender of such Bonds to the Trustee. The State, in its sole discretion and without the consent of the Trustee, the beneficial owner of a Bond in book entry form or any other person, may terminate the services of the Depository with respect to Bonds in book entry form if the State determines that (i) the Depository is unable to discharge its responsibilities with respect to such Bonds or (ii) a continuation of the requirement that all of the Outstanding Bonds of like series issued in book-entry form be registered in the original Register in the name of the Depository, is not in the best interest of the beneficial owners of such Bonds, and the State shall terminate the services of the Depository upon receipt by the State and the Trustee of written notice from the Depository that it has received written requests that such Depository be removed from its participants having beneficial interest, as shown in the records of the Depository, in an aggregate amount of not less than a majority in principal amount of the related Bondsthen Outstanding Bonds for which the Depository is serving as depository. The Issuer hereby designates The Upon the termination of the services of a Depository Trust Companywith respect to a Bond in book entry form, 00 Xxxxx Xxxxxxor upon the resignation of a Depository with respect to a Bond in book entry form, Xxx Xxxxafter which no substitute securities depository willing to undertake the functions of such Depository can be found which, Xxx Xxxx 00000in the opinion of the State, as is able to undertake such functions upon reasonable and customary terms, such Bonds shall no longer be registered in the initial Depository for registration books kept by the Book-Entry Bonds and directs Registrar in the Trustee to execute and deliver the DTC Letter Agreement. The bond certificates representing the Book-Entry Bonds name of a Depository, but shall be registered in the name of the nominee of the Depository designated in the DTC Letter Agreement, CEDE & Co. The Trustee shall not register the transfer of any Book-Entry Bond to another depository until the Issuer shall have delivered or caused to be delivered to the Trustee a written acceptance by the proposed transferee of the duties of acting as depository with respect to Book-Entry Bonds and an Opinion of Counsel to the effect that the proposed transferee is an entity registered as a "clearing agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as amended and to the further effect that all other conditions precedent for such registration of transfer have been completed. The Trustee shall be under no liability to any Person for any such registration names Bondholders transferring or for making any payments due on exchanging such Bonds to the Holder thereof or for taking any other action shall designate, in accordance with respect to such Holder under the provisions of this Indenture so long as the transfer was registered upon receipt of the Opinion of Counsel described above. Any Bond Owner acquiring an interest in a Book-Entry Bond through the Depository or its participating organizations ("Depository Participants") shall not be entitled to receive a certificate representing any interest in the Bonds except in the event that fully-registered, certificated Bonds are issued to Bond Owners ("Definitive Bonds") under the circumstances set forth in this Section. As long as the Outstanding Bonds remain Book-Entry Bonds (i) the provisions of this Section shall be in full force, (ii) to the extent that the provisions of this Section conflict with any provisions of this Indenture, the provisions of this Section shall control, (iii) the Trustee shall deal with the Depository as representative of the Bond Owners of the Bonds for purposes of exercising the rights of Holders under this Indenture, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Bond Owners; (iv) the Issuer or the Trustee shall deliver to the Depository any notice or other communication required to be delivered to any Holder by the Issuer or the Trustee, respectively, and shall note thereon the CUSIP number of the Bonds, (v) the Trustee is hereby authorized by the Issuer to request from the Depository at any time a list of Depository Participants, (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and information furnished by the Depository Participants with respect to Bond Owners, (vii) the Depository shall maintain book entry records with respect to the Bond Owners and with respect to the ownership and transfers of beneficial interests in the Bonds; (viii) ownership and transfers of registration of the Bonds on the books of the Depository shall be governed by applicable rules established by the Depository; (ix) the Depository may collect its usual and customary fees, charges and expenses from the Depository Participants, (x) any invitation to tender the Bonds shall be made in compliance with the pertinent provisions of the DTC Letter Agreement, (xi) to the extent required by the pertinent provisions of the DTC Letter Agreement, the Issuer or, if applicable, the Trustee shall give the Depository notice of any record date set by the Issuer or the Trustee (as the case may be) pursuant to Section 13.03(e), (xii) to the extent of any conflict between the DTC Letter Agreement and this Indenture, the provisions of the DTC Letter Agreement shall control, (xiii) the rights of Bond Owners shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreement between such Bond Owners, the Depository and/or Depository Participants. On or before the thirtieth (30th) day prior to any Issuer Redemption, the Trustee shall notify the Depository of the date of such Issuer Redemption. Bonds issued as Book-Entry Bonds shall be issued in Definitive Bonds in the event that (A) the Issuer expressly advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as depository with respect to such Book-Entry Bonds, and the Issuer is unable to locate a qualified successor, or (B) the Issuer, in its sole discretion (but only with the express prior written consent of the Trustee), elects to terminate the book-entry system through the Depository by express written notice to the Depository and the Trustee, or (C) after the occurrence of an Event of Default, Bond Owners representing not less than two-thirds in Aggregate Current Principal Amount of such Book-Entry Bonds advise the Depository through Depository Participants in writing that the continuation of a book-entry system through the Depository is no longer in the best interest of the Bond Owners. Upon the occurrence of any event described in the immediately preceding sentence, the Depository shall be required to notify all Depository Participants of the availability through the Depository of Definitive Bonds. Upon surrender by the Depository of the certificate representing such BookEntry Bonds and instructions to the Trustee from the Depository for reregistration of the Definitive Bond certificates and the Issuer's delivery to the Trustee of appropriate Definitive Bond certificates, the Owner Trustee shall, on behalf of the Issuer, execute and the Trustee shall authenticate the entire principal amount of such Book-Entry Bonds then Outstanding in Definitive Bonds and thereafter the Trustee shall recognize the Holders of such Definitive Bonds as Holders under this Indenture. Neither the Issuer, the Trustee nor the Owner Trustee shall be liable for any delay in delivery of such instructions and certificates and may conclusively rely on and shall be protected in relying on such instructionsArticle III hereof.

Book-Entry Bonds. The Bonds Bonds, upon original issuance, will be issued in the form of a typewritten Bond or Bonds representing the Book-Entry Bonds. Each Class of Bonds shall , to be represented by a single bond certificate with respect delivered to such Class in the original principal amount of the related Bonds. The Issuer hereby designates The Depository Trust Company, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as the initial Depository for Clearing Agency, by, or on behalf of, the Book-Entry Bonds and directs the Trustee Issuer pursuant to execute and deliver the DTC Letter Agreement. The bond certificates representing the Book-Entry Bonds Such Bond shall initially be registered on the Bond Register in the name of Cede & Co., the nominee of the Depository designated in the DTC Letter Agreementinitial Clearing Agency, CEDE & Co. The Trustee shall not register the transfer and no beneficial owner of any Book-Entry a Bond to another depository until the Issuer shall have delivered or caused to be delivered to the Trustee will receive a written acceptance by the proposed transferee of the duties of acting as depository with respect to Book-Entry Bonds and an Opinion of Counsel to the effect that the proposed transferee is an entity registered as a "clearing agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as amended and to the further effect that all other conditions precedent for definitive Bond representing such registration of transfer have been completed. The Trustee shall be under no liability to any Person for any such registration or for making any payments due on such Bonds to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Indenture so long as the transfer was registered upon receipt of the Opinion of Counsel described above. Any Bond Owner acquiring an beneficial owner's interest in a Book-Entry Bond through such Bond, except as provided in Section 2.13. Unless and until definitive, fully registered Bonds (the Depository or its participating organizations ("Depository Participants") shall not be entitled to receive a certificate representing any interest in the Bonds except in the event that fully-registered, certificated Bonds are issued to Bond Owners ("Definitive Bonds") under the circumstances set forth in this Section. As long as the Outstanding Bonds remain Book-Entry Bonds have been issued to Bondholders pursuant to Section 2.13: (ia) the provisions of this Section 2.11 shall be in full forceforce and effect; (b) the Issuer, the Registrar and the Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (iiincluding the payment of Principal of and Interest on the Bonds and the giving of instructions or directions hereunder) as the sole Holder of the Bonds, and shall have no obligation to the beneficial owners of Bonds; (c) to the extent that the provisions of this Section conflict 2.11 conflicts with any provisions other provision of this Indenture, the provisions of this Section shall control, (iii) the Trustee shall deal with the Depository as representative of the Bond Owners of the Bonds for purposes of exercising the rights of Holders under this Indenture, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Bond Owners; (iv) the Issuer or the Trustee shall deliver to the Depository any notice or other communication required to be delivered to any Holder by the Issuer or the Trustee, respectively, and shall note thereon the CUSIP number of the Bonds, (v) the Trustee is hereby authorized by the Issuer to request from the Depository at any time a list of Depository Participants, (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and information furnished by the Depository Participants with respect to Bond Owners, (vii) the Depository shall maintain book entry records with respect to the Bond Owners and with respect to the ownership and transfers of beneficial interests in the Bonds; (viii) ownership and transfers of registration of the Bonds on the books of the Depository shall be governed by applicable rules established by the Depository; (ix) the Depository may collect its usual and customary fees, charges and expenses from the Depository Participants, (x) any invitation to tender the Bonds shall be made in compliance with the pertinent provisions of the DTC Letter Agreement, (xi) to the extent required by the pertinent provisions of the DTC Letter Agreement, the Issuer or, if applicable, the Trustee shall give the Depository notice of any record date set by the Issuer or the Trustee (as the case may be) pursuant to Section 13.03(e), (xii) to the extent of any conflict between the DTC Letter Agreement and this Indenture, the provisions of the DTC Letter Agreement shall control, (xiiid) the rights of Bond Owners beneficial owners of Bonds shall be exercised only through the Depository Clearing Agency and the Depository Clearing Agency Participants and shall be limited to those established by law and agreement agreements between such Bond Ownersbeneficial owners of Bonds and the Clearing Agency or the Clearing Agency Participants; pursuant to the DTC Agreement, unless and until Definitive Bonds are issued pursuant to Section 2.13, the Depository and/or Depository Participants. On or before the thirtieth (30th) day prior to any Issuer Redemption, the Trustee shall notify the Depository of the date of such Issuer Redemption. Bonds issued as Book-Entry Bonds shall be issued in Definitive Bonds in the event that (A) the Issuer expressly advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as depository with respect to such Book-Entry Bonds, and the Issuer is unable to locate a qualified successor, or (B) the Issuer, in its sole discretion (but only with the express prior written consent of the Trustee), elects to terminate the initial Clearing Agency will make book-entry system through transfers among the Depository by express written notice Clearing Agency Participants and receive and transmit payments of Principal of and Interest on the Bonds to such Clearing Agency Participants; and 12 <PAGE> (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Bonds evidencing a specified portion of the Outstanding Amount of the Bonds or a Tranche thereof, the Clearing Agency shall be deemed to represent such portion only to the Depository and extent that it has received instructions to such effect from beneficial owners of Bonds and/or Clearing Agency Participants owning or representing, respectively, such required portion of the Trustee, or (C) after beneficial interest in the occurrence of an Event of Default, Bond Owners representing not less than two-thirds in Aggregate Current Principal Amount Bonds of such Book-Entry Bonds advise the Depository through Depository Participants in writing that the continuation of a book-entry system through the Depository is no longer in the best interest of the Bond Owners. Upon the occurrence of any event described in the immediately preceding sentence, the Depository shall be required to notify all Depository Participants of the availability through the Depository of Definitive Bonds. Upon surrender by the Depository of the certificate representing Tranche and has delivered such BookEntry Bonds and instructions to the Trustee from the Depository for reregistration of the Definitive Bond certificates and the Issuer's delivery to the Trustee of appropriate Definitive Bond certificates, the Owner Trustee shall, on behalf of the Issuer, execute and the Trustee shall authenticate the entire principal amount of such Book-Entry Bonds then Outstanding in Definitive Bonds and thereafter the Trustee shall recognize the Holders of such Definitive Bonds as Holders under this IndentureTrustee. Neither the Issuer, the Trustee nor the Owner Trustee shall be liable for any delay in delivery of such instructions and certificates and may conclusively rely on and shall be protected in relying on such instructions.Section 2.12

Book-Entry Bonds. The Anything herein to the contrary notwithstanding, Bonds will may be Book-authorized and issued as Book Entry Bonds in accordance with the Supplemental Indenture authorizing such Bonds. Each Class For all purposes of Bonds the Indenture the Holder of a Book Entry Bond shall be represented by the Depository therefor and neither the Corporation nor the Trustee shall have responsibility or any obligation to the beneficial owner of such Bond or to any direct or indirect participant in such Depository. Without limiting the generality of the foregoing, neither the Corporation nor the Trustee shall have any responsibility or obligation to any such participant or to the beneficial owner of a single bond certificate Book Entry Bond with respect to (i) the accuracy of the records of the Depository or any participant with respect to any beneficial ownership interest in such Bond, (ii) the delivery to any participant of the Depository, the beneficial owner of such Bond or any other person, other than the Depository, of any notice with respect to such Class Bond, including any notice of the redemption thereof, or (iii) the payment to any participant of the Depository, the beneficial owner of such Bond or any other person, other than the Depository, of any amount with respect to the principal or Redemption Price of, or interest on, such Bond. The Corporation and the Trustee may treat the Depository therefor as the absolute owner of a Book Entry Bond for the purpose of (x) payment of the principal or Redemption Price of and interest on such Bond, (y) giving notices of redemption and of other matters with respect to such Bond, (z) registering transfers with respect to such Bond, and for all other purposes whatsoever. The Trustee shall pay all principal or Redemption Price of and interest on such Bond only to or upon the order of the Depository, and all such payments shall be valid and effective to fully satisfy and discharge the Corporation's obligations with respect to such principal or Redemption Price and interest to the extent of the sum or sums so paid. No person other than the Depository shall receive a Bond or other instrument evidencing the Corporation's obligation to make payments of the principal or Redemption Price thereof and interest thereon. Anything herein to the contrary notwithstanding, payment of the Redemption Price of a Book Entry Bond which is redeemed in part prior to maturity may be paid to the Depository by wire transfer without surrender of such Bond to the Trustee; provided, however, that the Trustee shall maintain records as to each such payment and of the principal amount of such Bond Outstanding, which shall be binding on the Corporation and the Holders from time to time of such Bond; provided, further, that payment of the principal or Redemption Price of and interest on a Book Entry Bond at the maturity date or earlier date on which such Bond has been called for redemption in whole shall only be made upon presentation and surrender of such Bond to the Trustee at its principal corporate trust office. The Corporation, in its sole discretion and without the consent of the Trustee, the beneficial owner of a Book Entry Bond or any other person, may terminate the services of the Depository with respect to a Book Entry Bond if the Corporation determines that (i) the Depository is unable to discharge its responsibilities with respect to such Bonds or (ii) a continuation of the requirement that all of the Outstanding Bonds of like Series issued in book entry form be registered in the original registration books of the Corporation in the name of the Depository, is not in the best interest of the beneficial owners of such Bonds, and the Corporation shall terminate the services of the Depository upon receipt by the Corporation and the Trustee of written notice from the Depository that it has received written requests that such Depository be removed from its participants having beneficial interest, as shown in the records of the Depository, in an aggregate amount of not less than a majority in principal amount of the related Bondsthen Outstanding Bonds for which the Depository is serving as Depository. The Issuer hereby designates The Upon the termination of the services of a Depository Trust Companywith respect to a Book Entry Bond, 00 Xxxxx Xxxxxxor upon the resignation of a Depository with respect to a Book Entry Bond, Xxx Xxxxafter which no substitute securities depository willing to undertake the functions of such Depository can be found which, Xxx Xxxx 00000in the opinion of the Corporation, as is able to undertake such functions upon reasonable and customary terms, such Bonds shall no longer be registered in the initial Depository for the Book-Entry Bonds and directs registration books kept by the Trustee to execute and deliver in the DTC Letter Agreement. The bond certificates representing the Book-Entry Bonds name of a Depository, but shall be registered in the name or names of the nominee of the Depository designated in the DTC Letter Agreement, CEDE & Co. The Trustee shall not register the transfer of any Book-Entry Bond to another depository until the Issuer shall have delivered Bondholders transferring or caused to be delivered to the Trustee a written acceptance by the proposed transferee of the duties of acting as depository with respect to Book-Entry Bonds and an Opinion of Counsel to the effect that the proposed transferee is an entity registered as a "clearing agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as amended and to the further effect that all other conditions precedent for such registration of transfer have been completed. The Trustee shall be under no liability to any Person for any such registration or for making any payments due on exchanging such Bonds to the Holder thereof or for taking any other action shall designate, in accordance with respect to such Holder under the provisions of this Indenture so long as the transfer was registered upon receipt of the Opinion of Counsel described above. Any Bond Owner acquiring an interest in a Book-Entry Bond through the Depository or its participating organizations ("Depository Participants") shall not be entitled to receive a certificate representing any interest in the Bonds except in the event that fully-registered, certificated Bonds are issued to Bond Owners ("Definitive Bonds") under the circumstances set forth in this Section. As long as the Outstanding Bonds remain Book-Entry Bonds (i) the provisions of this Section shall be in full force, (ii) to the extent that the provisions of this Section conflict with any provisions of this Indenture, the provisions of this Section shall control, (iii) the Trustee shall deal with the Depository as representative of the Bond Owners of the Bonds for purposes of exercising the rights of Holders under this Indenture, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Bond Owners; (iv) the Issuer or the Trustee shall deliver to the Depository any notice or other communication required to be delivered to any Holder by the Issuer or the Trustee, respectively, and shall note thereon the CUSIP number of the Bonds, (v) the Trustee is hereby authorized by the Issuer to request from the Depository at any time a list of Depository Participants, (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and information furnished by the Depository Participants with respect to Bond Owners, (vii) the Depository shall maintain book entry records with respect to the Bond Owners and with respect to the ownership and transfers of beneficial interests in the Bonds; (viii) ownership and transfers of registration of the Bonds on the books of the Depository shall be governed by applicable rules established by the Depository; (ix) the Depository may collect its usual and customary fees, charges and expenses from the Depository Participants, (x) any invitation to tender the Bonds shall be made in compliance with the pertinent provisions of the DTC Letter Agreement, (xi) to the extent required by the pertinent provisions of the DTC Letter Agreement, the Issuer or, if applicable, the Trustee shall give the Depository notice of any record date set by the Issuer or the Trustee (as the case may be) pursuant to Section 13.03(e), (xii) to the extent of any conflict between the DTC Letter Agreement and this Indenture, the provisions of the DTC Letter Agreement shall control, (xiii) the rights of Bond Owners shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreement between such Bond Owners, the Depository and/or Depository Participants. On or before the thirtieth (30th) day prior to any Issuer Redemption, the Trustee shall notify the Depository of the date of such Issuer Redemption. Bonds issued as Book-Entry Bonds shall be issued in Definitive Bonds in the event that (A) the Issuer expressly advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as depository with respect to such Book-Entry Bonds, and the Issuer is unable to locate a qualified successor, or (B) the Issuer, in its sole discretion (but only with the express prior written consent of the Trustee), elects to terminate the book-entry system through the Depository by express written notice to the Depository and the Trustee, or (C) after the occurrence of an Event of Default, Bond Owners representing not less than two-thirds in Aggregate Current Principal Amount of such Book-Entry Bonds advise the Depository through Depository Participants in writing that the continuation of a book-entry system through the Depository is no longer in the best interest of the Bond Owners. Upon the occurrence of any event described in the immediately preceding sentence, the Depository shall be required to notify all Depository Participants of the availability through the Depository of Definitive Bonds. Upon surrender by the Depository of the certificate representing such BookEntry Bonds and instructions to the Trustee from the Depository for reregistration of the Definitive Bond certificates and the Issuer's delivery to the Trustee of appropriate Definitive Bond certificates, the Owner Trustee shall, on behalf of the Issuer, execute and the Trustee shall authenticate the entire principal amount of such Book-Entry Bonds then Outstanding in Definitive Bonds and thereafter the Trustee shall recognize the Holders of such Definitive Bonds as Holders under this Indenture. Neither the Issuer, the Trustee nor the Owner Trustee shall be liable for any delay in delivery of such instructions and certificates and may conclusively rely on and shall be protected in relying on such instructionsArticle III hereof.

Book-Entry Bonds. The Anything herein to the contrary notwithstanding, Bonds will may be Book-authorized and issued as Book Entry Bonds in accordance with the Supplemental Indenture authorizing such Bonds. Each Class For all purposes of Bonds the Indentures, the Holder of a Book Entry Bond shall be represented by the Depository therefor and neither the Corporation nor the Trustee shall have responsibility or any obligation to the beneficial owner of such Bond or to any direct or indirect participant in such Depository. Without limiting the generality of the foregoing, neither the Corporation nor the Trustee shall have any responsibility or obligation to any such participant or to the beneficial owner of a single bond certificate Book Entry Bond with respect to: (i) the accuracy of the records of the Depository or any participant with respect to any beneficial ownership interest in such Bond; (ii) the delivery to any participant of the Depository, the beneficial owner of such Bond or any other person, other than the Depository, of any notice with respect to such Class Bond, including any notice of the redemption thereof; or (iii) the payment to any participant of the Depository, the beneficial owner of such Bond or any other person, other than the Depository, of any amount with respect to the principal or Redemption Price of, or interest on, such Bond. The Corporation and the Trustee may treat the Depository therefor as the absolute owner of a Book Entry Bond for the purpose of: (i) payment of the principal or Redemption Price of and interest on such Bond; (ii) giving notices of redemption and of other matters with respect to such Bond; and (iii) registering transfers with respect to such Bond, and for all other purposes whatsoever. The Trustee shall pay all principal or Redemption Price of and interest on such Bond only to or upon the order of the Depository, and all such payments shall be valid and effective to fully satisfy and discharge the Corporation's obligations with respect to such principal or Redemption Price and interest to the extent of the sum or sums so paid. No person other than the Depository shall receive a Bond or other instrument evidencing the Corporation's obligation to make payments of the principal or Redemption Price thereof and interest thereon. Anything herein to the contrary notwithstanding, payment of the Redemption Price of a Book Entry Bond which is redeemed in part prior to maturity may be paid to the Depository by wire transfer without surrender of such Bond to the Trustee; provided, however, that the Trustee shall maintain records as to each such payment and of the principal amount of such Bond Outstanding, which shall be binding on the Corporation and the Bondholders from time to time of such Bond; provided, further, that payment of the principal or Redemption Price of and interest on a Book Entry Bond at the maturity date or earlier date on which such Bond has been called for redemption in whole shall only be made upon presentation and surrender of such Bond to the Trustee at its Corporate Trust Office. The Corporation, in its sole discretion and without the consent of the Trustee, the beneficial owner of a Book Entry Bond or any other person, may terminate the services of the Depository with respect to a Book Entry Bond if the Corporation determines that: (i) the Depository is unable to discharge its responsibilities with respect to such Bonds; or (ii) a continuation of the requirement that all of the Outstanding Bonds of like Series issued in book entry form be registered in the original registration books of the Corporation in the name of the Depository, is not in the best interest of the beneficial owners of such Bonds, and the Corporation shall terminate the services of the Depository upon receipt by the Corporation and the Trustee of written notice from the Depository that it has received written requests that such Depository be removed from its participants having beneficial interest, as shown in the records of the Depository, in an aggregate amount of not less than a majority in principal amount of the related Bondsthen Outstanding Bonds for which the Depository is serving as Depository. The Issuer hereby designates The Upon the termination of the services of a Depository Trust Companywith respect to a Book Entry Bond, 00 Xxxxx Xxxxxxor upon the resignation of a Depository with respect to a Book Entry Bond, Xxx Xxxxafter which no substitute securities depository willing to undertake the functions of such Depository can be found which, Xxx Xxxx 00000in the opinion of the Corporation, as is able to undertake such functions upon reasonable and customary terms, such Bonds shall no longer be registered in the initial Depository for the Book-Entry Bonds and directs registration books kept by the Trustee to execute and deliver in the DTC Letter Agreement. The bond certificates representing the Book-Entry Bonds name of a Depository, but shall be registered in the name or names of the nominee of the Depository designated in the DTC Letter Agreement, CEDE & Co. The Trustee shall not register the transfer of any Book-Entry Bond to another depository until the Issuer shall have delivered Bondholders transferring or caused to be delivered to the Trustee a written acceptance by the proposed transferee of the duties of acting as depository with respect to Book-Entry Bonds and an Opinion of Counsel to the effect that the proposed transferee is an entity registered as a "clearing agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as amended and to the further effect that all other conditions precedent for such registration of transfer have been completed. The Trustee shall be under no liability to any Person for any such registration or for making any payments due on exchanging such Bonds to the Holder thereof or for taking any other action shall designate, in accordance with respect to such Holder under the provisions of this Indenture so long as the transfer was registered upon receipt of the Opinion of Counsel described above. Any Bond Owner acquiring an interest in a Book-Entry Bond through the Depository or its participating organizations ("Depository Participants") shall not be entitled to receive a certificate representing any interest in the Bonds except in the event that fully-registered, certificated Bonds are issued to Bond Owners ("Definitive Bonds") under the circumstances set forth in this Section. As long as the Outstanding Bonds remain Book-Entry Bonds (i) the provisions of this Section shall be in full force, (ii) to the extent that the provisions of this Section conflict with any provisions of this Indenture, the provisions of this Section shall control, (iii) the Trustee shall deal with the Depository as representative of the Bond Owners of the Bonds for purposes of exercising the rights of Holders under this Indenture, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Bond Owners; (iv) the Issuer or the Trustee shall deliver to the Depository any notice or other communication required to be delivered to any Holder by the Issuer or the Trustee, respectively, and shall note thereon the CUSIP number of the Bonds, (v) the Trustee is hereby authorized by the Issuer to request from the Depository at any time a list of Depository Participants, (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and information furnished by the Depository Participants with respect to Bond Owners, (vii) the Depository shall maintain book entry records with respect to the Bond Owners and with respect to the ownership and transfers of beneficial interests in the Bonds; (viii) ownership and transfers of registration of the Bonds on the books of the Depository shall be governed by applicable rules established by the Depository; (ix) the Depository may collect its usual and customary fees, charges and expenses from the Depository Participants, (x) any invitation to tender the Bonds shall be made in compliance with the pertinent provisions of the DTC Letter Agreement, (xi) to the extent required by the pertinent provisions of the DTC Letter Agreement, the Issuer or, if applicable, the Trustee shall give the Depository notice of any record date set by the Issuer or the Trustee (as the case may be) pursuant to Section 13.03(e), (xii) to the extent of any conflict between the DTC Letter Agreement and this Indenture, the provisions of the DTC Letter Agreement shall control, (xiii) the rights of Bond Owners shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreement between such Bond Owners, the Depository and/or Depository Participants. On or before the thirtieth (30th) day prior to any Issuer Redemption, the Trustee shall notify the Depository of the date of such Issuer Redemption. Bonds issued as Book-Entry Bonds shall be issued in Definitive Bonds in the event that (A) the Issuer expressly advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as depository with respect to such Book-Entry Bonds, and the Issuer is unable to locate a qualified successor, or (B) the Issuer, in its sole discretion (but only with the express prior written consent of the Trustee), elects to terminate the book-entry system through the Depository by express written notice to the Depository and the Trustee, or (C) after the occurrence of an Event of Default, Bond Owners representing not less than two-thirds in Aggregate Current Principal Amount of such Book-Entry Bonds advise the Depository through Depository Participants in writing that the continuation of a book-entry system through the Depository is no longer in the best interest of the Bond Owners. Upon the occurrence of any event described in the immediately preceding sentence, the Depository shall be required to notify all Depository Participants of the availability through the Depository of Definitive Bonds. Upon surrender by the Depository of the certificate representing such BookEntry Bonds and instructions to the Trustee from the Depository for reregistration of the Definitive Bond certificates and the Issuer's delivery to the Trustee of appropriate Definitive Bond certificates, the Owner Trustee shall, on behalf of the Issuer, execute and the Trustee shall authenticate the entire principal amount of such Book-Entry Bonds then Outstanding in Definitive Bonds and thereafter the Trustee shall recognize the Holders of such Definitive Bonds as Holders under this Indenture. Neither the Issuer, the Trustee nor the Owner Trustee shall be liable for any delay in delivery of such instructions and certificates and may conclusively rely on and shall be protected in relying on such instructionsArticle III hereof.

Book-Entry Bonds. (a) The Bonds Offered Bonds, other than the Class D and Class E Bonds, will initially be issued as Book-Entry Bonds. Each The Class D and Class E Bonds will initially be issued as Definitive Bonds but may, thereafter, be issued as Book-Entry Bonds. The Bonds of each Class of Book-Entry Bonds shall be represented by a single bond certificate with respect to such Class registered in the original principal amount name of the related BondsDepository or its nominee and, except as provided in Section 2.12(c), transfer of such Bonds may not be registered by the Bond Registrar unless such transfer is to a successor Depository that agrees to hold such Bonds for the respective Bond Owners with Ownership Interests therein. The Issuer hereby designates The Depository Trust Company, at 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as the initial Depository for the Book-Entry Bonds and directs the Trustee to execute and deliver the DTC Letter AgreementBonds. The bond certificates Bonds representing each Class of the Book-Entry Bonds shall be registered in the name of the nominee of the Depository designated in the DTC Letter Agreement, CEDE & Co. The Trustee shall not register the transfer Depository. Owners of any Book-Entry Bond to another depository until the Issuer shall have delivered or caused to be delivered to the Trustee a written acceptance by the proposed transferee of the duties of acting as depository with respect to Book-Entry Bonds shall hold and an Opinion of Counsel transfer their respective Ownership Interests in and to such Bonds through the effect that the proposed transferee is an entity registered as a "clearing agency" pursuant to Section 17A book-entry facilities of the Securities Exchange Act of 1934Depository and, except as amended and to the further effect that all other conditions precedent for such registration of transfer have been completed. The Trustee shall be under no liability to any Person for any such registration or for making any payments due on such Bonds to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Indenture so long as the transfer was registered upon receipt of the Opinion of Counsel described above. Any Bond Owner acquiring an interest provided in a Book-Entry Bond through the Depository or its participating organizations ("Depository Participants") Section 2.12(c), shall not be entitled to receive physical, fully registered Bonds (each, a certificate representing any interest in the Bonds except in the event that fully-registered, certificated Bonds are issued to Bond Owners ("Definitive BondsBond") under the circumstances set forth in this Sectionrespect of such Ownership Interests. As long as the Outstanding Bonds remain Book-Entry Bonds (i) the provisions of this Section shall be in full force, (ii) to the extent that the provisions of this Section conflict with any provisions of this Indenture, the provisions of this Section shall control, (iii) the Trustee shall deal with the Depository as representative of the All transfers by Bond Owners of the Bonds for purposes of exercising the rights of Holders under this Indenture, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Bond Owners; (iv) the Issuer or the Trustee shall deliver to the Depository any notice or other communication required to be delivered to any Holder by the Issuer or the Trustee, respectively, and shall note thereon the CUSIP number of the Bonds, (v) the Trustee is hereby authorized by the Issuer to request from the Depository at any time a list of Depository Participants, (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and information furnished by the Depository Participants with respect to Bond Owners, (vii) the Depository shall maintain book entry records with respect to the Bond Owners and with respect to the ownership and transfers of beneficial interests their respective Ownership Interests in the Bonds; (viii) ownership and transfers of registration of the Bonds on the books of the Depository shall be governed by applicable rules established by the Depository; (ix) the Depository may collect its usual and customary fees, charges and expenses from the Depository Participants, (x) any invitation to tender the Bonds shall be made in compliance with the pertinent provisions of the DTC Letter Agreement, (xi) to the extent required by the pertinent provisions of the DTC Letter Agreement, the Issuer or, if applicable, the Trustee shall give the Depository notice of any record date set by the Issuer or the Trustee (as the case may be) pursuant to Section 13.03(e), (xii) to the extent of any conflict between the DTC Letter Agreement and this Indenture, the provisions of the DTC Letter Agreement shall control, (xiii) the rights of Bond Owners shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreement between such Bond Owners, the Depository and/or Depository Participants. On or before the thirtieth (30th) day prior to any Issuer Redemption, the Trustee shall notify the Depository of the date of such Issuer Redemption. Bonds issued as Book-Entry Bonds shall be issued made in Definitive Bonds accordance with the procedures established by the Depository Participant or brokerage firm representing each such Bond Owner. Each Depository Participant shall only transfer the Ownership Interests in the event that (A) the Issuer expressly advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as depository with respect to such Book-Entry Bonds, and the Issuer is unable to locate a qualified successor, or (B) the Issuer, in its sole discretion (but only with the express prior written consent of the Trustee), elects to terminate the book-entry system through the Depository by express written notice to the Depository and the Trustee, or (C) after the occurrence of an Event of Default, Bond Owners representing not less than two-thirds in Aggregate Current Principal Amount of such Book-Entry Bonds advise of Bond Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository through Depository Participants in writing that the continuation of a book-entry system through the Depository is no longer in the best interest of the Bond Owners. Upon the occurrence of any event described in the immediately preceding sentence, the Depository shall be required to notify all Depository Participants of the availability through the Depository of Definitive Bonds. Upon surrender by the Depository of the certificate representing such BookEntry Bonds and instructions to the Trustee from the Depository for reregistration of the Definitive Bond certificates and the IssuerDepository's delivery to the Trustee of appropriate Definitive Bond certificates, the Owner Trustee shall, on behalf of the Issuer, execute and the Trustee shall authenticate the entire principal amount of such Book-Entry Bonds then Outstanding in Definitive Bonds and thereafter the Trustee shall recognize the Holders of such Definitive Bonds as Holders under this Indenture. Neither the Issuer, the Trustee nor the Owner Trustee shall be liable for any delay in delivery of such instructions and certificates and may conclusively rely on and shall be protected in relying on such instructionsnormal procedures.

Book-Entry Bonds. (a) The Bonds will be Book-Entry Bonds. Each Class of Bonds shall be represented by a single bond certificate with respect to such Class in the original principal amount of the related Bonds. The Issuer hereby designates The Depository Trust Company, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as the initial Depository for the Book-Entry Bonds and directs the Trustee to execute and deliver the DTC Letter Agreement. The bond certificates representing the Book-Entry Bonds shall be delivered as one or more Bonds held by the Book-Entry Custodian or, if appointed to hold such Bonds as provided below, the Depository and registered in the name of the Depository or its nominee and, except as provided in Section 2.14(c), (d) or (e) below, transfer of such Bonds may not be registered by the Bond Registrar unless such transfer is to a successor Depository that agrees to hold such Bonds for the respective Bond Owners with Ownership Interests therein. Except as provided in Section 2.14(c), (d) or (e) below, such Bond Owners shall hold and transfer their respective Ownership Interests in and to such Bonds through the Book-Entry facilities of the Depository designated and, except as provided in the DTC Letter AgreementSection 2.14(c), CEDE & Co. The Trustee shall not register the transfer of any Book-Entry Bond to another depository until the Issuer shall have delivered (d) or caused to be delivered to the Trustee a written acceptance by the proposed transferee of the duties of acting as depository with respect to Book-Entry Bonds and an Opinion of Counsel to the effect that the proposed transferee is an entity registered as a "clearing agency" pursuant to Section 17A of the Securities Exchange Act of 1934(e) below, as amended and to the further effect that all other conditions precedent for such registration of transfer have been completed. The Trustee shall be under no liability to any Person for any such registration or for making any payments due on such Bonds to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Indenture so long as the transfer was registered upon receipt of the Opinion of Counsel described above. Any Bond Owner acquiring an interest in a Book-Entry Bond through the Depository or its participating organizations ("Depository Participants") shall not be entitled to receive a certificate representing any interest in the definitive, fully registered Bonds except in the event that fully-registered, certificated Bonds are issued to Bond Owners ("Definitive Bonds") under in respect of such Ownership Interests. All transfers by Bond Owners of their respective Ownership Interests in the circumstances set forth in this Section. As long as the Outstanding Bonds remain Book-Entry Bonds (i) the provisions of this Section shall be in full force, (ii) to the extent that the provisions of this Section conflict with any provisions of this Indenture, the provisions of this Section shall control, (iii) the Trustee shall deal with the Depository as representative of the Bond Owners of the Bonds for purposes of exercising the rights of Holders under this Indenture, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Bond Owners; (iv) the Issuer or the Trustee shall deliver to the Depository any notice or other communication required to be delivered to any Holder held by the Issuer or the Trustee, respectively, and shall note thereon the CUSIP number of the Bonds, (v) the Trustee is hereby authorized by the Issuer to request from the Depository at any time a list of Depository Participants, (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and information furnished by the Depository Participants with respect to Bond Owners, (vii) the Depository shall maintain book entry records with respect to the Bond Owners and with respect to the ownership and transfers of beneficial interests in the Bonds; (viii) ownership and transfers of registration of the Bonds on the books of the Depository shall be governed by applicable rules established by the Depository; (ix) the Depository may collect its usual and customary fees, charges and expenses from the Depository Participants, (x) any invitation to tender the Bonds shall be made in compliance with the pertinent provisions of the DTC Letter Agreement, (xi) to the extent required by the pertinent provisions of the DTC Letter Agreement, the Issuer or, if applicable, the Trustee shall give the Depository notice of any record date set by the Issuer or the Trustee (as the case may be) pursuant to Section 13.03(e), (xii) to the extent of any conflict between the DTC Letter Agreement and this Indenture, the provisions of the DTC Letter Agreement shall control, (xiii) the rights of Bond Owners shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreement between such Bond Owners, the Depository and/or Depository Participants. On or before the thirtieth (30th) day prior to any Issuer Redemption, the Trustee shall notify the Depository of the date of such Issuer Redemption. Bonds issued related transferees as Book-Entry Bonds shall be issued made in Definitive Bonds accordance with the procedures established by the Depository Participant or brokerage firm representing each such Bond Owner. Each Depository Participant shall only transfer the Ownership Interests in the event that (A) the Issuer expressly advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as depository with respect to such Book-Entry Bonds, and the Issuer is unable to locate a qualified successor, or (B) the Issuer, in its sole discretion (but only with the express prior written consent of the Trustee), elects to terminate the book-entry system through the Depository by express written notice to the Depository and the Trustee, or (C) after the occurrence of an Event of Default, Bond Owners representing not less than two-thirds in Aggregate Current Principal Amount of such Book-Entry Bonds advise of Bond Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. The Indenture Trustee is hereby initially appointed as the Book-Entry Custodian and hereby agrees to act as such in accordance herewith and in accordance with the agreement that it has with the Depository through Depository Participants in writing that the continuation of a book-entry system through the Depository authorizing it to act as such. The Book- Entry Custodian may, and, if it is no longer in qualified to act as such, the best interest of Book-Entry Custodian shall, appoint, by a written instrument delivered to the Bond Owners. Upon Company, the occurrence Manager, the Owner Trustee, the Indenture Trustee, the Master Servicer and the Special Servicer any other transfer agent (including the Depository or any successor Depository) to act as Book-Entry Custodian under such conditions as the predecessor Book-Entry Custodian and the Depository or any successor Depository may prescribe, provided that the predecessor Book-Entry Custodian shall not be relieved of any event described of its duties or responsibilities by reason of any such appointment of other than the Depository. If the Indenture Trustee resigns or is removed in accordance with the immediately preceding sentenceterms hereof, the successor trustee or, if it so elects, the Depository shall be required immediately succeed to notify all Depository Participants of its predecessor's duties as Book-Entry Custodian. The Depositor shall have the availability through the Depository of Definitive Bonds. Upon surrender by the Depository of the certificate representing such BookEntry right to inspect, and to obtain copies of, any Bonds and instructions to the Trustee from the Depository for reregistration of the Definitive Bond certificates and the Issuer's delivery to the Trustee of appropriate Definitive Bond certificates, the Owner Trustee shall, on behalf of the Issuer, execute and the Trustee shall authenticate the entire principal amount of such held as Book-Entry Bonds then Outstanding in Definitive Bonds and thereafter by the Trustee shall recognize the Holders of such Definitive Bonds as Holders under this Indenture. Neither the Issuer, the Trustee nor the Owner Trustee shall be liable for any delay in delivery of such instructions and certificates and may conclusively rely on and shall be protected in relying on such instructionsBook-Entry Custodian.

Book-Entry Bonds. The Bonds will be Book-Entry Bonds. Each Class of Bonds shall be represented by a single bond certificate with respect to such Class in the original principal amount of the related Bonds. The Issuer hereby designates The Depository Trust Company, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as the initial Depository for the Book-Entry Bonds and directs shall be issued initially as one or more certificates in the name of the Clearing Agency or its nominee. For all purposes, the Trustee to execute and deliver shall deal with the DTC Letter AgreementClearing Agency as the owner of such Book-Entry Bonds in accordance with Section 3.08 of the Original Indenture. The bond certificates representing rights of Beneficial Owners of the Book-Entry Bonds shall be registered in limited to those established by law and agreements between such Beneficial Owners and the name Clearing Agency and Clearing Agency Participants. The Beneficial Owners of the nominee of the Depository designated in the DTC Letter Agreement, CEDE & Co. The Trustee shall not register the transfer of any Book-Entry Bond to another depository until the Issuer shall have delivered or caused to be delivered to the Trustee a written acceptance by the proposed transferee of the duties of acting as depository with respect to Book-Entry Bonds and an Opinion of Counsel to the effect that the proposed transferee is an entity registered as a "clearing agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as amended and to the further effect that all other conditions precedent for such registration of transfer have been completed. The Trustee shall be under no liability to any Person for any such registration or for making any payments due on such Bonds to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Indenture so long as the transfer was registered upon receipt of the Opinion of Counsel described above. Any Bond Owner acquiring an interest in a Book-Entry Bond through the Depository or its participating organizations ("Depository Participants") shall not be entitled to receive a certificate representing any interest in certificated securities for the Bonds except in the event that fully-registered, certificated Bonds are issued to Bond Owners ("Definitive Bonds") under the circumstances set forth in this Section. As long as the Outstanding Bonds remain Book-Entry Bonds (i) as to which they are the provisions of this Section shall be in full forceBeneficial Owners, (ii) to the extent that the provisions of this Section conflict with any provisions of this Indentureexcept as provided below. Requests and directions from, and votes of, the provisions of this Section shall controlClearing Agency, (iii) the Trustee shall deal with the Depository as representative of the Bond Owners of the Bonds for purposes of exercising the rights of Holders under this IndentureHolder, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Bond Beneficial Owners; (iv) . Without the consent of the Issuer and the Trustee, a Book-Entry Bond may not be transferred by the Clearing Agency except to another Clearing Agency that agrees to hold the Book-Entry Bond for the account of the respective Clearing Agency Participants and Beneficial Owners. None of the Issuer, the Bond Administrator, any Master Servicer or the Trustee shall deliver to the Depository will have any notice or other communication required to be delivered to liability for any Holder by the Issuer or the Trustee, respectively, and shall note thereon the CUSIP number aspect of the Bonds, (v) the Trustee is hereby authorized by the Issuer records relating to request from the Depository at any time a list or payment made on account of Depository Participants, (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and information furnished by the Depository Participants with respect to Bond Owners, (vii) the Depository shall maintain book entry records with respect to the Bond Beneficial Owners and with respect to the ownership and transfers of beneficial interests in the Bonds; (viii) ownership and transfers of registration of the Bonds on the books of the Depository shall be governed by applicable rules established by the Depository; (ix) the Depository may collect its usual and customary fees, charges and expenses from the Depository Participants, (x) any invitation to tender the Bonds shall be made in compliance with the pertinent provisions of the DTC Letter Agreement, (xi) to the extent required by the pertinent provisions of the DTC Letter Agreement, the Issuer or, if applicable, the Trustee shall give the Depository notice of any record date set by the Issuer or the Trustee (as the case may be) pursuant to Section 13.03(e), (xii) to the extent of any conflict between the DTC Letter Agreement and this Indenture, the provisions of the DTC Letter Agreement shall control, (xiii) the rights of Bond Owners shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreement between such Bond Owners, the Depository and/or Depository Participants. On or before the thirtieth (30th) day prior to any Issuer Redemption, the Trustee shall notify the Depository of the date of such Issuer Redemption. Bonds issued as Book-Entry Bonds shall held by the Clearing Agency, or for maintaining, supervising or reviewing any records relating to such Beneficial Owners. The Book-Entry Bonds will be issued in Definitive fully registered, certificated form to Beneficial Owners of Book-Entry Bonds in or their nominees, rather than to the event that Clearing Agency or its nominee, only if (Aa) the Issuer expressly advises the Trustee in writing that the Depository Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities as depository with respect to such the Book-Entry Bonds, Bonds and the Issuer is unable to locate a qualified successor, successor within 30 days or (Bb) the Issuer, in at its sole discretion (but only with the express prior written consent of the Trustee)option, elects to terminate the book-entry system operating through the Depository by express written notice to the Depository and the Trustee, or (C) after the occurrence of an Event of Default, Bond Owners representing not less than two-thirds in Aggregate Current Principal Amount of such Book-Entry Bonds advise the Depository through Depository Participants in writing that the continuation of a book-entry system through the Depository is no longer in the best interest of the Bond OwnersClearing Agency. Upon the occurrence of any either event described in the immediately preceding sentenceparagraph, the Depository shall be Trustee is required to notify the Clearing Agency, which in turn will notify all Depository Participants Beneficial Owners of Book-Entry Bonds through Clearing Agency Participants, of the availability through the Depository of Definitive Certificated Bonds. Upon surrender by the Depository Clearing Agency of the certificate certificates representing such BookEntry Bonds and instructions to the Trustee from the Depository for reregistration of the Definitive Bond certificates and the Issuer's delivery to the Trustee of appropriate Definitive Bond certificates, the Owner Trustee shall, on behalf of the Issuer, execute and the Trustee shall authenticate the entire principal amount of such Book-Entry Bonds then Outstanding in Definitive Bonds and thereafter the Trustee shall recognize the Holders receipt of such Definitive Bonds as Holders under this Indenture. Neither the Issuerinstructions for re-registration, the Trustee nor will reissue the Owner Trustee Book-Entry Bonds as Certificated Bonds to the Beneficial Owners identified in writing by the Clearing Agency. Such Certificated Bonds shall be liable for any delay in delivery of such instructions and certificates and may conclusively rely on and shall be protected in relying on such instructionsnot constitute Book-Entry Bonds.

Book-Entry Bonds. The Bonds will (other than the Class B-3 Bonds) shall be Book-Entry Bonds and shall be issued initially as one or more certificates in the name of the Clearing Agency or its nominee. Initially the Class B-3 Bonds shall be Certificated Bonds but may be converted to Book-Entry Bonds. Each Class of Bonds For all purposes, the Trustee shall be represented by a single bond certificate deal with respect to such Class in the original principal amount of the related Bonds. The Issuer hereby designates The Depository Trust Company, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Clearing Agency as the initial Depository for the owner of such Book-Entry Bonds and directs in accordance with Section 3.08 of the Trustee to execute and deliver the DTC Letter AgreementOriginal Indenture. The bond certificates representing rights of Beneficial Owners of the Book-Entry Bonds shall be registered in limited to those established by law and agreements between such Beneficial Owners and the name Clearing Agency and Clearing Agency Participants. The Beneficial Owners of the nominee of the Depository designated in the DTC Letter Agreement, CEDE & Co. The Trustee shall not register the transfer of any Book-Entry Bond to another depository until the Issuer shall have delivered or caused to be delivered to the Trustee a written acceptance by the proposed transferee of the duties of acting as depository with respect to Book-Book- Entry Bonds and an Opinion of Counsel to the effect that the proposed transferee is an entity registered as a "clearing agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as amended and to the further effect that all other conditions precedent for such registration of transfer have been completed. The Trustee shall be under no liability to any Person for any such registration or for making any payments due on such Bonds to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Indenture so long as the transfer was registered upon receipt of the Opinion of Counsel described above. Any Bond Owner acquiring an interest in a Book-Entry Bond through the Depository or its participating organizations ("Depository Participants") shall not be entitled to receive a certificate representing any interest in certificated securities for the Bonds except in the event that fully-registered, certificated Bonds are issued to Bond Owners ("Definitive Bonds") under the circumstances set forth in this Section. As long as the Outstanding Bonds remain Book-Entry Bonds (i) as to which they are the provisions of this Section shall be in full forceBeneficial Owners, (ii) to the extent that the provisions of this Section conflict with any provisions of this Indentureexcept as provided below. Requests and directions from, and votes of, the provisions of this Section shall controlClearing Agency, (iii) the Trustee shall deal with the Depository as representative of the Bond Owners of the Bonds for purposes of exercising the rights of Holders under this IndentureHolder, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Bond Beneficial Owners; (iv) . Without the consent of the Issuer and the Trustee, a Book-Entry Bond may not be transferred by the Clearing Agency except to another Clearing Agency that agrees to hold the Book-Entry Bond for the account of the respective Clearing Agency Participants and Beneficial Owners. None of the Issuer, the Bond Administrator, any Master Servicer or the Trustee shall deliver to the Depository will have any notice or other communication required to be delivered to liability for any Holder by the Issuer or the Trustee, respectively, and shall note thereon the CUSIP number aspect of the Bonds, (v) the Trustee is hereby authorized by the Issuer records relating to request from the Depository at any time a list or payment made on account of Depository Participants, (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and information furnished by the Depository Participants with respect to Bond Owners, (vii) the Depository shall maintain book entry records with respect to the Bond Beneficial Owners and with respect to the ownership and transfers of beneficial interests in the Bonds; (viii) ownership and transfers of registration of the Bonds on the books of the Depository shall be governed by applicable rules established by the Depository; (ix) the Depository may collect its usual and customary fees, charges and expenses from the Depository Participants, (x) any invitation to tender the Bonds shall be made in compliance with the pertinent provisions of the DTC Letter Agreement, (xi) to the extent required by the pertinent provisions of the DTC Letter Agreement, the Issuer or, if applicable, the Trustee shall give the Depository notice of any record date set by the Issuer or the Trustee (as the case may be) pursuant to Section 13.03(e), (xii) to the extent of any conflict between the DTC Letter Agreement and this Indenture, the provisions of the DTC Letter Agreement shall control, (xiii) the rights of Bond Owners shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreement between such Bond Owners, the Depository and/or Depository Participants. On or before the thirtieth (30th) day prior to any Issuer Redemption, the Trustee shall notify the Depository of the date of such Issuer Redemption. Bonds issued as Book-Entry Bonds shall held by the Clearing Agency, or for maintaining, supervising or reviewing any records relating to such Beneficial Owners. The Book-Entry Bonds will be issued in Definitive fully registered, certificated form to Beneficial Owners of Book- Entry Bonds in or their nominees, rather than to the event that Clearing Agency or its nominee, only if (Aa) the Issuer expressly advises the Trustee in writing that the Depository Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities as depository with respect to such the Book-Entry Bonds, Bonds and the Issuer is unable to locate a qualified successor, successor within 30 days or (Bb) the Issuer, in at its sole discretion (but only with the express prior written consent of the Trustee)option, elects to terminate the book-entry system operating through the Depository by express written notice to the Depository and the Trustee, or (C) after the occurrence of an Event of Default, Bond Owners representing not less than two-thirds in Aggregate Current Principal Amount of such Book-Entry Bonds advise the Depository through Depository Participants in writing that the continuation of a book-entry system through the Depository is no longer in the best interest of the Bond OwnersClearing Agency. Upon the occurrence of any either event described in the immediately preceding sentenceparagraph, the Depository shall be Trustee is required to notify the Clearing Agency, which in turn will notify all Depository Participants Beneficial Owners of Book-Entry Bonds through Clearing Agency Participants, of the availability through the Depository of Definitive Certificated Bonds. Upon surrender by the Depository Clearing Agency of the certificate certificates representing such BookEntry Bonds and instructions to the Trustee from the Depository for reregistration of the Definitive Bond certificates and the Issuer's delivery to the Trustee of appropriate Definitive Bond certificates, the Owner Trustee shall, on behalf of the Issuer, execute and the Trustee shall authenticate the entire principal amount of such Book-Entry Bonds then Outstanding in Definitive Bonds and thereafter the Trustee shall recognize the Holders receipt of such Definitive Bonds as Holders under this Indenture. Neither the Issuerinstructions for re-registration, the Trustee nor will reissue the Owner Trustee Book-Entry Bonds as Certificated Bonds to the Beneficial Owners identified in writing by the Clearing Agency. Such Certificated Bonds shall be liable for any delay in delivery of such instructions and certificates and may conclusively rely on and shall be protected in relying on such instructionsnot constitute Book-Entry Bonds.

Book-Entry Bonds. The Bonds will be Book-Entry Bonds. Each Class of Bonds shall be represented by a single bond certificate with respect to such Class in the original principal amount of the related Bonds. The Issuer hereby designates The Depository Trust Company, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as the initial Depository for the Book-Entry Bonds and directs shall be issued initially as one or more certificates in the name of the Clearing Agency or its nominee. For all purposes, the Trustee to execute and deliver shall deal with the DTC Letter AgreementClearing Agency as Holder of such Book-Entry Bonds. The bond certificates representing rights of Beneficial Owners of the Book-Entry Bonds shall be registered in limited to those established by law and agreements between such Beneficial Owners and the name Clearing Agency and Clearing Agency Participants. The Beneficial Owners of the nominee of the Depository designated in the DTC Letter Agreement, CEDE & Co. The Trustee shall not register the transfer of any Book-Entry Bond to another depository until the Issuer shall have delivered or caused to be delivered to the Trustee a written acceptance by the proposed transferee of the duties of acting as depository with respect to Book-Entry Bonds and an Opinion of Counsel to the effect that the proposed transferee is an entity registered as a "clearing agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as amended and to the further effect that all other conditions precedent for such registration of transfer have been completed. The Trustee shall be under no liability to any Person for any such registration or for making any payments due on such Bonds to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Indenture so long as the transfer was registered upon receipt of the Opinion of Counsel described above. Any Bond Owner acquiring an interest in a Book-Entry Bond through the Depository or its participating organizations ("Depository Participants") shall not be entitled to receive a certificate representing any interest in certificated securities for the Bonds except in the event that fully-registered, certificated Bonds are issued to Bond Owners ("Definitive Bonds") under the circumstances set forth in this Section. As long as the Outstanding Bonds remain Book-Entry Bonds (i) as to which they are the provisions of this Section shall be in full forceBeneficial Owners, (ii) to the extent that the provisions of this Section conflict with any provisions of this Indentureexcept as provided below. Requests and directions from, and votes of, the provisions of this Section shall controlClearing Agency, (iii) the Trustee shall deal with the Depository as representative of the Bond Owners of the Bonds for purposes of exercising the rights of Holders under this IndentureHolder, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Bond Beneficial Owners; (iv) . Without the Issuer or consent of the Trustee shall deliver to the Depository any notice or other communication required to be delivered to any Holder by the Issuer or Depositor and the Trustee, respectively, and shall note thereon a Book-Entry Bond may not be transferred by the CUSIP number Clearing Agency except to another Clearing Agency that agrees to hold the Book-Entry Bond for the account of the Bondsrespective Clearing Agency Participants and Beneficial Owners. Neither the Depositor, (v) the Master Servicer nor the Trustee is hereby authorized will have any liability for any aspect of the records relating to or payment made on account of Beneficial Owners of the Book- Entry Bonds held by the Issuer Clearing Agency, or for maintaining, supervising or reviewing any records relating to request from the Depository at any time a list of Depository Participants, (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and information furnished by the Depository Participants with respect to Bond such Beneficial Owners, (vii) the Depository shall maintain book entry records with respect to the Bond Owners and with respect to the ownership and transfers of beneficial interests in the Bonds; (viii) ownership and transfers of registration of the Bonds on the books of the Depository shall be governed by applicable rules established by the Depository; (ix) the Depository may collect its usual and customary fees, charges and expenses from the Depository Participants, (x) any invitation to tender the Bonds shall be made in compliance with the pertinent provisions of the DTC Letter Agreement, (xi) to the extent required by the pertinent provisions of the DTC Letter Agreement, the Issuer or, if applicable, the Trustee shall give the Depository notice of any record date set by the Issuer or the Trustee (as the case may be) pursuant to Section 13.03(e), (xii) to the extent of any conflict between the DTC Letter Agreement and this Indenture, the provisions of the DTC Letter Agreement shall control, (xiii) the rights of Bond Owners shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreement between such Bond Owners, the Depository and/or Depository Participants. On or before the thirtieth (30th) day prior to any Issuer Redemption, the Trustee shall notify the Depository of the date of such Issuer Redemption. Bonds issued as The Book-Entry Bonds shall will be issued in Definitive fully registered, certificated form to Beneficial Owners of Book-Entry Bonds in or their nominees, rather than to the event that Clearing Agency or its nominee, only if (Aa) the Issuer expressly Depositor advises the Trustee in writing that the Depository Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities as depository with respect to such the Book-Entry Bonds, Bonds and the Issuer Depositor is unable to locate a qualified successor, successor within 30 days or (Bb) the IssuerDepositor, in at its sole discretion (but only with the express prior written consent of the Trustee)option, elects to terminate the book-entry system operating through the Depository by express written notice to the Depository and the Trustee, or (C) after the occurrence of an Event of Default, Bond Owners representing not less than two-thirds in Aggregate Current Principal Amount of such Book-Entry Bonds advise the Depository through Depository Participants in writing that the continuation of a book-entry system through the Depository is no longer in the best interest of the Bond OwnersClearing Agency. Upon the occurrence of any either event described in the immediately preceding sentenceparagraph, the Depository shall be Trustee is required to notify the Clearing Agency, which in turn will notify all Depository Participants Beneficial Owners of Book-Entry Bonds through Clearing Agency Participants, of the availability through the Depository of Definitive Certificated Bonds. Upon surrender by the Depository Clearing Agency of the certificate certificates representing such BookEntry Bonds and instructions to the Trustee from the Depository for reregistration of the Definitive Bond certificates and the Issuer's delivery to the Trustee of appropriate Definitive Bond certificates, the Owner Trustee shall, on behalf of the Issuer, execute and the Trustee shall authenticate the entire principal amount of such Book-Entry Bonds then Outstanding in Definitive Bonds and thereafter the Trustee shall recognize the Holders receipt of such Definitive Bonds as Holders under this Indenture. Neither the Issuerinstructions for re-registration, the Trustee nor will reissue the Owner Trustee Book-Entry Bonds as Certificated Bonds to the Beneficial Owners identified in writing by the Clearing Agency. Such Certificated Bonds shall be liable for any delay in delivery of such instructions and certificates and may conclusively rely on and shall be protected in relying on such instructionsnot constitute Book-Entry Bonds.