Common use of Book-Entry System Clause in Contracts

Book-Entry System. Some or all of the Preferred Trust Securities may be registered in the name of a securities depository ("Securities Depository") or a nominee therefor, and held in the custody of the Securities Depository or a custodian thereof. In such event, a single certificate will be issued and delivered to the Securities Depository for such Preferred Trust Securities, in which case the Owners of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will receive, hold or deliver any certificate for Preferred Trust Securities. The Depositor, the Trustees and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Owners. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities Depository.

Book-Entry System. Some or all of the Preferred Trust Securities may be registered in the name of a securities depository ("Securities Depository") or a nominee therefor, and held in the custody of the Securities Depository or a custodian thereof. In such event, a single certificate will be issued and delivered to the Securities Depository for such Preferred Trust Securities, in which case the Owners of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities Except as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will receive, hold or deliver any certificate for Preferred Trust Securities. The Depositor, the Trustees and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Ownersvoting. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities Depository.

Book-Entry System. Some or all of the Preferred Trust Securities may be registered in the name of a securities depository ("Securities Depository") or a nominee therefor, and held in the custody of the Securities Depository or a custodian thereofDepository. In such event, a single certificate will be issued and delivered to the Securities Depository for such Preferred Trust Securities, in which case the Owners beneficial owners of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities Except as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will receive, hold or deliver any certificate for Preferred Trust Securities. The Depositor, the Trustees and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Ownersvoting. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a bookBook-entry systemEntry System, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities Depository.

Book-Entry System. Some or all of the Preferred Trust Capital Securities may be registered in the name of a securities depository ("Securities Depository") or a nominee therefor, and held in the custody of the Securities Depository or a custodian thereofDepository. In such event, a single certificate will be issued and delivered to the Securities Depository for such Preferred Trust Capital Securities, in which case the Owners of such Preferred Trust Capital Securities will not receive physical delivery of certificates for Preferred Trust Capital Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities Except as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Capital Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Capital Securities will receive, hold or deliver any certificate for Preferred Trust Capital Securities. The Depositor, the Trustees and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Capital Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Ownersvoting. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Capital Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Capital Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Capital Securities. Whenever the beneficial ownership of any Preferred Trust Capital Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Capital Securities shall be deemed modified with respect to such Preferred Trust Capital Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Capital Securities shall, while such Preferred Trust Capital Securities are in a book-entry system, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities Depository.

Book-Entry System. Some or all of the Preferred Trust Securities may The Bonds shall be registered initially issued in the name of a securities depository ("Cede & Co., as nominee for The Depository Trust Company as the initial Securities Depository") or a nominee thereforDepository and registered owner of such Bonds, and held in the custody of the Securities Depository or a custodian thereofDepository. In such event, a A single certificate will be issued and delivered to the Securities Depository Depository, or a custodian thereof, for such Preferred Trust Securities, in which case the Bonds. The Beneficial Owners of such Preferred Trust Securities will not receive physical delivery of Bond certificates except as provided herein. For so long as the Securities Depository shall continue to serve as securities depository for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities such Bonds as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry onlyonly on the records of the Securities Depository, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will such Bonds is to receive, hold or deliver any certificate for Preferred Trust SecuritiesBond certificate. The DepositorAuthority, the Trustees Company and the Paying Agent Trustee will recognize the Securities Depository or its nominee as the Holder Bondholder of Preferred Trust Securities such Bonds for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Ownersvoting. The Administrative TrusteesAuthority and the Trustee covenant and agree, at the direction and expense of the Depositor, may from time so long as The Depository Trust Company shall continue to time appoint a serve as Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to for the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree Bonds, to meet the requirements of a Securities The Depository for the Preferred Trust Securities Company with respect to required notices and other provisions of the letter any Letter of representations or agreement Representations executed with respect to, or any Blanket Letter of Representations applicable to, the Bonds. The Authority, the Trustee, the Company and the Remarketing Agent may conclusively rely upon (i) a certificate of the Securities Depository as to the identity of the Participants in the Book-Entry-System and (ii) a certificate of any such Preferred Trust SecuritiesParticipant as to the identity of, and the respective principal amount of Bonds beneficially owned by, the Beneficial Owners. Whenever Whenever, during the term of the Bonds, the beneficial ownership of any Preferred Trust Securities thereof is determined through by a book-entry at the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities Bonds shall be deemed modified with respect to such Preferred Trust Securities require the appropriate person to meet the requirements of the Securities Depository with respect as to actions registering or registering the transfer of the Trustees, book-entry to produce the Depositor and the Paying Agentsame effect. Any provisions provision hereof permitting or requiring delivery of such Preferred Trust Securities Bonds shall, while such Preferred Trust Securities the Bonds are in a bookBook-entry systemEntry System, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued The Trustee and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions Authority, at the direction and expense of the Securities Depository if (a) Company and with the Securities Depository is no longer willing or able consent of the Remarketing Agent, may from time to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not time appoint a successor Securities Depository within 90 days after and enter into an agreement with such discontinuancesuccessor Securities Depository to establish procedures with respect to the Bonds consistent with current industry practice. Any successor Securities Depository shall be a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934, as amended. None of the Authority, the Company, the Trustee, any Broker-Dealer nor the Remarketing Agent will have any responsibility or obligation to any Securities Depository, any Participants in the Book-Entry System or the Beneficial Owners with respect to (i) the accuracy of any records maintained by the Securities Depository or any Participant; (ii) the payment by the Securities Depository or by any Participant of any amount due to any Beneficial Owner in respect of the principal amount or redemption or purchase price of, or interest on, any Bonds; (biii) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through delivery of any notice by the Securities DepositoryDepository or any Participant; (iv) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds; or (v) any other action taken by the Securities Depository or any Participant. Bond certificates are required to be delivered to and registered in the name of the Beneficial Owner if the Securities Depository determines to discontinue providing its service with respect to the Bonds and no successor Securities Depository is appointed as described above. Such a determination may be made at any time by giving 30 days’ notice to the Authority, the Company, the Auction Agent, the Remarketing Agent and the Trustee and discharging its responsibilities with respect thereto under applicable law. The Trustee is hereby authorized to make such changes to the form of bond attached hereto as Exhibit B which are necessary or appropriate to reflect that the Book-Entry System is not in effect, that a successor Securities Depository has been appointed or that an additional or co-paying agent or tender agent has been designated pursuant to Section 11.14. If at any time, the Securities Depository ceases to hold the Bonds, all references herein to the Securities Depository shall be of no further force or effect.

Book-Entry System. Some or all of the The Preferred Trust Securities may be registered issued in the name of a securities depository ("Securities Depository") or a nominee therefor, and held in the custody of the Securities Depository or a custodian thereofDepository. In such event, a single certificate will be issued and delivered to the Securities Depository for such the Preferred Trust Securities, in which case the Owners of such Preferred Trust Securities beneficial owners will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities except as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will receive, hold or deliver any certificate for Preferred Trust Securities. The Authority, the Depositor, the Trustees Trustee and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Ownersvoting. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations representation or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor Authority and the Trustees Trustee covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any the Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a bookBook-entry systemEntry System, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities Depository.

Book-Entry System. Some or all of the Preferred Trust Securities may be registered in the name of a securities depository ("the Securities Depository") Depository or a nominee therefor, and held in the custody of the Securities Depository or a custodian thereofDepository. In such event, a single certificate will be issued and delivered to the Securities Depository for such Preferred Trust Securities, in which case the Owners of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities Except as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will receive, hold or deliver any certificate for Preferred Trust Securities. The Depositor, the Trustees and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting voting; PROVIDED, that solely for the purposes of determining whether the Holders of the requisite amount of Preferred Securities have voted on any matter provided for in this Trust Agreement, with respect to the vote by Owners of Preferred Securities registered in the name of a Securities Depository, or its nominee, the Trustees may conclusively rely on, and shall have no paymentbe protected in relying on, notice or communication obligations any written instrument (including a proxy) delivered to the Trustees by such Securities Depository setting forth the Owners' votes or assigning the right to vote on any matter to any other Persons either in whole or in part. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities Depository.

Book-Entry System. Some or all Upon the initial issuance and delivery of the Preferred Trust Securities may Bonds, the Bonds shall be registered issued in the name of a securities depository ("the Securities Depository") Depository or a nominee thereforits nominee, as registered owner of the Bonds, and held in the custody of the Securities Depository or a custodian thereofits designee. In such event, a A single certificate (or such number of certificates required by the procedures of the Securities Depository) will be issued and delivered to the Securities Depository (or its designee) for such Preferred Trust Securitiesthe Bonds, in which case and the Beneficial Owners of such Preferred Trust Securities will not receive physical delivery of Bond certificates except as provided herein. For so long as the Securities Depository shall continue to serve as securities depository for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities Bonds as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will Bonds is to receive, hold or deliver any certificate for Preferred Trust SecuritiesBond certificate. The DepositorIssuer, the Trustees Company, the Registrar, the Tender Agent and the Paying Agent Trustee will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities Owner for all purposes, including paymentnotices, notices and voting and shall have no paymentexcept that, notice for purposes of a mandatory redemption upon a Determination of Taxability as provided in SECTION 3.01 hereof or communication obligations voting, a Beneficial Owner may establish beneficial ownership of any of the Bonds to the OwnersTrustee or to the Company in form satisfactory to the Trustee or to the Company, as the case may be. The Administrative TrusteesIssuer, at the direction Company, the Trustee, the Registrar, the Tender Agent and expense the Remarketing Agent may rely conclusively upon (a) a certificate of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter as to the identity of representations or other agreement with such Securities Depository to establish procedures the Participants in the Book-Entry System with respect to the Preferred Trust Securities. Any Securities Depository shall be Bonds and (b) a Clearing Agency. The Depositor certificate of any such Participant as to the identity of, and the Trustees covenant and agree to meet respective principal amount of Bonds beneficially owned by, the requirements of a Securities Depository for Beneficial Owners. Whenever, during the Preferred Trust Securities with respect to required notices and other provisions term of the letter of representations or agreement executed with respect to such Preferred Trust Securities. Whenever Bonds, the beneficial ownership of any Preferred Trust Securities thereof is determined through by a book-entry at the books of a Securities Depository, the requirements in this Trust Agreement Indenture of holding, delivering or transferring such Preferred Trust Securities Bonds shall be deemed modified with respect to such Preferred Trust Securities require the appropriate person to meet the requirements of the Securities Depository with respect as to actions of registering or transferring the Trustees, book-entry to produce the Depositor and the Paying Agentsame effect. Any provisions provision hereof permitting or requiring delivery of such Preferred Trust Securities Bonds shall, while such Preferred Trust Securities the Bonds are in a bookthe Book-entry systemEntry System, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued Except as otherwise specifically provided in this Indenture and delivered the Bonds with respect to the Owners rights of such Preferred Trust Securities Participants and Beneficial Owners, when a Book-Entry System is in accordance with registration instructions of effect, the Issuer, the Trustee, the Registrar, the Tender Agent, the Remarketing Agent and the Company may treat the Securities Depository (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment of the principal of, premium, if any, and interest on the Bonds or portion thereof to be redeemed or purchased, and of giving any notice permitted or required to be given to Bondholders under this Indenture and none of the Issuer, the Trustee, the Registrar, the Tender Agent, the Remarketing Agent nor the Company shall be affected by any notice to the contrary. Neither the Issuer, the Company, the Trustee, the Registrar, the Tender Agent, nor the Remarketing Agent will have any responsibility or obligations to the Securities Depository, any Participant, any Beneficial Owner or any other person which is not shown on the Bond Register, with respect to (a) the accuracy of any records maintained by the Securities Depository or any Participant; (b) the payment by the Securities Depository or by any Participant of any amount due to any Beneficial Owner in respect of the principal amount or redemption or Purchase Price of, or interest on, any Bonds; (c) the delivery of any notice by the Securities Depository or any Participant; (d) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds; or (e) any other action taken by the Securities Depository or any Participant. The Trustee shall pay all principal of, premium, if any, and interest on the Bonds registered in the name of Cede & Co. only to or "upon the order of" the Securities Depository (as that term is used in the Uniform Commercial Code as adopted in the State of Kansas), and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to the principal of, premium, if any, and interest on such Bonds to the extent of the sum or sums so paid. The Book-Entry System may be discontinued by the Trustee and the Issuer, at the direction and expense of the Company, and the Issuer and the Trustee will cause the delivery of Bond certificates to such Beneficial Owners of the Bonds and registered in the names of such Beneficial Owners as shall be specified to the Registrar by the Securities Depository in writing, under the following circumstances: (a) The Securities Depository determines to discontinue providing its service with respect to the Bonds and no successor Securities Depository is no longer willing or able appointed as described above. Such a determination may be made at any time by giving thirty (30) days' notice to properly discharge the Issuer, the Company, the Registrar, the Tender Agent and the Trustee and discharging its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or thereto under applicable law. (b) The Company determines not to continue the Depositor at its option advises Book-Entry System through a Securities Depository. When the Trustees Book-Entry System is not in writing that it elects effect, all references herein to terminate the book-entry system through the Securities DepositoryDepository shall be of no further force or effect.

Book-Entry System. Some or all (a) DTC will act as Securities Depository for the Bonds. The Bonds shall be initially issued in the form of the Preferred Trust Securities may be a single fully registered Bond registered in the name of a securities depository Cede & Co. ("Securities Depository") or a nominee therefor, and held in DTC’s partnership nominee). So long as Cede & Co. is the custody Registered Owner of the Securities Depository Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or a custodian thereof. In such event, a single certificate holders or Owners of the Bonds shall mean Cede & Co. and shall not mean the beneficial owners of the Bonds. (b) The ownership interest of each of the Beneficial Owners of the Bonds will be issued and delivered to recorded through the Securities Depository for such Preferred Trust Securities, in which case the Owners records of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securitiesa DTC Participant. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities as provided herein, all transfers Transfers of beneficial ownership interests in such Preferred Trust Securities the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by book-entry onlyDTC and, and no investor or other party purchasingin turn, selling or otherwise transferring beneficial ownership by the DTC Participants who act on behalf of the Preferred Trust Securities will receiveBeneficial Owners of the Bonds. (c) With respect to Bonds registered in the name of Cede & Co., hold or deliver any certificate for Preferred Trust Securities. The DepositorDTC’s partnership nominee, the Trustees Issuer and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting and Trustee shall have no paymentresponsibility or obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds, notice except as provided in this Indenture. Without limiting the immediately preceding sentence, the Issuer and the Trustee shall have no responsibility or communication obligations obligation with respect to (i) the Owners. The Administrative Trustees, at the direction and expense accuracy of the Depositorrecords of DTC, may from time Cede & Co. or any DTC Participant with respect to time appoint any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a Securities Depository or a successor thereto and enter into a letter Bondholder, as shown on the registration books, of representations or other agreement with such Securities Depository to establish procedures any notice with respect to the Preferred Trust Securities. Any Securities Depository shall be Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than a Clearing Agency. The Depositor and Registered Owner, as shown in the Trustees covenant and agree to meet the requirements registration books of a Securities Depository for the Preferred Trust Securities any amount with respect to required notices and principal of, premium, if any, or interest on, the Bonds. (d) Notwithstanding any other provisions of this Indenture to the letter contrary, the Issuer and the Trustee shall be entitled to treat and consider the person in whose name each Bond is registered in the registration books as the absolute owner of representations or agreement executed such Bond for the purpose of payment of principal, premium, if any, and interest with respect to such Preferred Trust Securities. Whenever Bond, for the beneficial ownership purpose of any Preferred Trust Securities is determined through the books giving notices of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified redemption and other matters with respect to such Preferred Trust Securities to meet Bond, for the requirements purpose of the Securities Depository registering transfers with respect to actions such Bond, and for all other purposes whatsoever. The Trustee shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the Trusteesrespective owners, as shown in the registration books as provided in this Indenture, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer’s obligations with respect to payment of principal of, premium, if any, and interest on, the Depositor Bonds to the extent of the sum or sums so paid. (e) No person other than a Registered Owner, as shown in the registration books, shall receive a Bond certificate evidencing the obligation of the Issuer to make payments of principal, premium, if any, and the Paying Agent. interest, pursuant to this Indenture. (f) Any provisions hereof provision of this Indenture permitting or requiring the delivery of such Preferred Trust Securities Bonds shall, while such Preferred Trust Securities are in a the book-entry systemsystem is in effect, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions DTC or a DTC Participant, if applicable, of the Securities Depository if transfer of the Beneficial Owner’s interest in such Bond. (ag) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate So long as the book-entry system is in effect, the Trustee and the Issuer shall comply with the terms of the Letter of Representations, a copy of which is attached hereto as Exhibit B and made a part hereof, or an alternate Letter of Representations as required by DTC. (h) DTC may determine to discontinue providing its service with respect to the Bonds at any time by giving reasonable written notice and all relevant information on the Beneficial Owners of the Bonds to the Issuer or the Trustee. If there is no successor Securities Depository appointed by the Issuer, the Trustee shall authenticate and deliver Bonds to the Beneficial Owners thereof in accordance with the information respecting the Beneficial Owners provided to the Trustee by DTC, but without any liability on the part of the Issuer or the Trustee for the accuracy of such information. The Issuer, at the direction of the Company, may determine not to continue participation in the system of book entry transfers through the DTC (or a successor Securities Depository) at any time by giving reasonable written notice to DTC (or a successor Securities Depository) and the Trustee. In such event, the Issuer shall execute and deliver to the Trustee, and the Trustee shall authenticate and deliver the Bonds to the Beneficial Owners thereof in accordance with the information respecting the Beneficial Owners provided to the Trustee by DTC, but without any liability on the part of the Issuer or the Trustee for the accuracy of such information. The Chairman or Vice Chairman of the Issuer is hereby authorized to execute any additional Letter of Representations or similar document necessary from time to time to continue or provide for the DTC book-entry system.

Book-Entry System. Some (a) While the Bonds are in a Weekly Mode or all Flexible Mode, the Bonds may be issued pursuant to a Book-Entry System administered by the Securities Depository with no physical distribution of Bond certificates to be made except as provided in this Section 2.10. (b) So long as a Book-Entry System is in effect for the Bonds, one Bond in the aggregate principal amount of each maturity of the Preferred Trust Bonds will be issued and deposited with the Securities may Depository to be held in its custody. Such Bond or Bonds shall be registered in the name of a securities depository ("the Securities Depository") or a nominee thereforDepository Nominee. The Book-Entry System will be maintained by the Securities Depository and the Participants and Indirect Participants and shall evidence beneficial ownership of the Bonds in Authorized Denominations, and held in with transfers of ownership effected on the custody records of the Securities Depository, the Participants and the Indirect Participants pursuant to rules and procedures established by the Securities Depository, the Participants and the Indirect Participants. The principal or purchase price of and any premium on each Bond shall be payable to the Securities Depository Nominee or any other person appearing on the registration books maintained by the Trustee as the registered Bondholder or his registered assigns or legal representative at the principal office of the Trustee. So long as the Book-Entry System is in effect, the Securities Depository will be recognized as the sole Bondholder for all purposes. Transfers of principal, purchase price, interest and any premium payments or notices to Participants and Indirect Participants will be the responsibility of the Securities Depository, and transfers of principal, purchase price, interest and any premium payments or notices to Beneficial Owners will be the responsibility of the Participants and the Indirect Participants. No other party will be responsible or liable for such transfers of payments or notices or for maintaining, supervising or reviewing such records maintained by the Securities Depository, the Participants or the Indirect Participants. While the Book-Entry System is in effect, notwithstanding any other provisions set forth herein, payments of principal or purchase price of, redemption premium, if any, and interest on the Bonds shall be made to the Securities Depository Nominee or the Securities Depository, as the case may be, by wire transfer in immediately available funds to the account of such entity. Without notice to or the consent of the Beneficial Owners, the Trustee, with the consent of the Borrower, and the Securities Depository may agree in writing to make payments of principal, redemption price or purchase price and interest in a custodian thereofmanner different from that set out herein. In such event, the Trustee shall make payments with respect to the Bonds in such manner as if set forth herein. (c) With the consent of the Remarketing Agent, the Issuer, at the direction of the Borrower, may at any time elect (i) to provide for the replacement of any Securities Depository as the depository for the Bonds with another qualified Securities Depository, or (ii) to discontinue the maintenance of the Bonds under a single certificate Book-Entry System. In such event, the Trustee shall give 30 days' prior notice of such election to the Securities Depository (or such fewer number of days as shall be acceptable to such Securities Depository). (d) Upon the discontinuance of the maintenance of the Bonds under a Book-Entry System, the Issuer, at the direction of the Borrower, will cause Bonds to be issued directly to the Beneficial Owners of Bonds, or their designees, as further described below. In such event, the Trustee shall make provisions to notify Participants and the Beneficial Owners, by mailing an appropriate notice to the Securities Depository, or by other means deemed appropriate by the Trustee in its discretion, that Bonds will be directly issued to the Beneficial Owners of Bonds as of a date set forth in such notice, which shall be a date at least 10 days after the date of mailing of such notice (or such fewer number of days as shall be acceptable to the Securities Depository). Upon such event, the Issuer, at the expense of the Borrower, shall promptly have prepared Bonds in certificated form registered in the names of the Beneficial Owners of Bonds shown on the records of the Participants provided to the Trustee, as of the date set forth in the notice described above. Bonds issued to the Beneficial Owners, or their designees, shall be in fully registered form substantially in the form set forth in Exhibit A. In such event, this Agreement may be amended as the parties deem necessary pursuant to Section 14.01(h) hereof in order to reflect the use of certificated Bonds. (e) If any Securities Depository is replaced as the depository for the Bonds with another qualified Securities Depository, the Issuer, at the expense of the Borrower, will issue to the replacement Securities Depository Bonds substantially in the form set forth in Exhibit A, registered in the name of such replacement Securities Depository. (f) The Issuer, the Borrower, the L/C Bank, the Confirming Bank, the Remarketing Agent and the Trustee shall have no liability for the failure of any Securities Depository to perform its obligation to any Participant, any Indirect Participant or any Beneficial Owner of any Bonds, and the Issuer, the Borrower, the L/C Bank, the Confirming Bank, the Remarketing Agent and the Trustee shall not be liable for the failure of any Participant, Indirect Participant or other nominee of any Beneficial Owner of any Bonds to perform any obligation that such Participant, Indirect Participant or other nominee may incur to any Beneficial Owner. (g) Notwithstanding any other provision of this Agreement, on or before the date of entry into any Book Entry System for the Bonds, the Issuer shall have executed and delivered to the initial Securities Depository for such Preferred Trust Securities, in which case the Owners of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will receive, hold or deliver any certificate for Preferred Trust Securities. The Depositor, the Trustees and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Owners. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such (the "Letter of Representations") governing various matters relating to the Securities Depository and its activities pertaining to establish procedures the Bonds. The terms and provisions of the Letter of Representations are incorporated herein by reference and, if there shall exist any inconsistency between the substantive provisions of the Letter of Representations and any provisions of this Agreement, then, for as long as the initial Securities Depository shall serve with respect to the Preferred Trust Securities. Any Securities Depository Bonds, the terms of the Letter of Representations shall be a Clearing Agency. control. (h) The Depositor Issuer, the Borrower, the Trustee, the L/C Bank and the Trustees covenant and agree to meet the requirements of Confirming Bank may rely conclusively upon (i) a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements certificate of the Securities Depository with respect as to actions the identity of the Trustees, Participants in the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery Book-Entry System; (ii) a certificate of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered any Participant as to the Owners identity of such Preferred Trust Securities in accordance with registration instructions any Indirect Participant and (iii) a certificate of the Securities Depository if (a) the Securities Depository is no longer willing any Participant or able to properly discharge its responsibilities with respect Indirect Participant as to the Preferred Trust Securitiesidentity of, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuancerespective principal amount of Bonds beneficially owned by, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities DepositoryBeneficial Owners.

Book-Entry System. Some or all (a) The Bonds shall be initially issued pursuant to a Book-Entry System administered by the Securities Depository with no physical distribution of any Bond to any person. One Bond for the Preferred Trust Securities may maturity will be issued, registered in the name of a securities depository ("the Securities Depository") or a nominee thereforDepository Nominee, and held immobilized in the custody of the Securities Depository. Beneficial ownership interests in the Bonds may be purchased by or through Direct Participants. The holders of these beneficial ownership interests in the Bonds are referred to as the "Beneficial Owners". The ----------------- Beneficial Owners will not receive certificated bonds representing their beneficial ownership interests. Ownership of the interests in Bonds in Authorized Denominations will be evidenced, and transfers of interests in the Bonds will be effected, on the records of the Securities Depository and the Direct Participants and Indirect Participants pursuant to rules and procedures established by the Securities Depository. During a period in which the Book-Entry System is in effect for the Bonds the Issuer, the Trustee, the Users and the Remarketing Agent shall treat the Securities Depository or a custodian thereofthe Securities Depository Nominee as the only registered owner of the Bonds for all purposes under this Indenture including receipt of all principal of, purchase price of, premium (if any) and interest on the Bonds, receipt of notices, voting, and requesting or directing the Trustee or Issuer to take or not to take, or consenting to, certain actions under this Indenture. In the event the Securities Depository or the Securities Depository Nominee assigns its rights to consent or vote under this Indenture to any Direct Participant or Indirect Participant, the Issuer, the Trustee, the Users, and the Remarketing Agent shall treat such eventassignee or assignees as the only registered owner or owners of the Bonds for the purpose of exercising such rights so assigned. (b) During a period in which the Book-Entry System is in effect for the Bonds, a single certificate payments of principal, purchase price, interest, and redemption premium, if any, with respect to the Bonds will be issued paid by the Trustee directly to the Securities Depository, or the Securities Depository Nominee, as provided in the Letter of Representation; provided, that payment of the principal of (premium, if any) and delivered interest on such Bonds due at final maturity or upon redemption in whole of any of such Bonds shall be made only upon surrender thereof at the Principal Office of the Trustee. The Securities Depository and the Direct Participants and the Indirect Participants shall be responsible 57 for the disbursement of such payments to the Beneficial Owners. The Securities Depository will disburse such payments to Direct participants and such payments will in turn be remitted by Direct Participants and, where appropriate, Indirect Participants, to the Beneficial Owners. All such payments to the Securities Depository for such Preferred Trust Securitiesor the Securities Depository Nominee of principal of, in which case purchase price of, premium (if any) and interest on the Owners Bonds on behalf of such Preferred Trust Securities will not receive physical delivery the Issuer or the Trustee shall be valid and effectual to satisfy and discharge the liability of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered the Issuer and the Trustee to the Owners extent of Preferred Trust Securities as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry onlythe amounts so paid, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will receive, hold or deliver any certificate for Preferred Trust Securities. The DepositorIssuer, the Trustees Users, the Remarketing Agent and the Paying Agent will recognize Trustee shall not be responsible or liable for payment to any Beneficial Owner by the Securities Depository or its nominee as by any Direct Participant or by any Indirect Participant, or for sending transaction statements or for maintaining, supervising or reviewing records maintained by the Holder Securities Depository or Direct Participants or Indirect Direct Participants. (c) Transfers of Preferred Trust Securities for all purposes, including payment, ownership interests in the Bonds by the Beneficial Owners thereof. conveyance of notices and voting other communications by the Securities Depository to Direct Participants, by Direct Participants to Indirect Participants, and shall have no payment, notice or communication obligations by Direct Participants and Indirect Participants to the Owners. The Administrative Trustees, at the direction and expense Beneficial Owners of the DepositorBonds, will be governed by arrangements among the Securities Depository, Direct Participants, Indirect Participants and the Beneficial Owners, subject to any statutory and regulatory requirements as may be in effect from time to time appoint time. For every transfer and exchange of beneficial ownership in the Bonds, the Beneficial Owners may be charged a Securities Depository or a successor thereto and enter into a letter of representations sum sufficient to cover any tax, fee or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository shall governmental charge that may be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements imposed in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities Depositoryrelation thereto.

Book-Entry System. Some or all of the Preferred Trust Securities may The Bonds shall be registered initially issued in the name of a securities depository ("Cede & Co., as nominee for The Depository Trust Company as the initial Securities Depository") or a nominee thereforDepository and registered owner of such Bonds, and held in the custody of the Securities Depository or a custodian thereofDepository. In such event, a A single certificate will be issued and delivered to the Securities Depository Depository, or a custodian thereof, for such Preferred Trust Securities, in which case the Bonds. The Beneficial Owners of such Preferred Trust Securities will not receive physical delivery of Bond certificates except as provided herein. For so long as the Securities Depository shall continue to serve as securities depository for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities such Bonds as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry onlyonly on the records of the Securities Depository, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will such Bonds is to receive, hold or deliver any certificate for Preferred Trust SecuritiesBond certificate. The DepositorIssuer, the Trustees Company and the Paying Agent Trustee will recognize the Securities Depository or its nominee as the Holder Bondholder of Preferred Trust Securities such Bonds for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Ownersvoting. The Administrative TrusteesIssuer and the Trustee covenant and agree, at the direction and expense of the Depositor, may from time so long as The Depository Trust Company shall continue to time appoint a serve as Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to for the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree Bonds, to meet the requirements of a Securities The Depository for the Preferred Trust Securities Company with respect to required notices and other provisions of the letter Letter of representations or agreement Representations among The Depository Trust Company, the Issuer, the Trustee, the Company and the Remarketing Agent, executed with respect to the Bonds. The Issuer, the Trustee, the Company and the Remarketing Agent may conclusively rely upon (i) a certificate of the Securities Depository as to the identity of the Participants in the Book-Entry-System and (ii) a certificate of any such Preferred Trust SecuritiesParticipant as to the identity of, and the respective principal amount of Bonds beneficially owned by, the Beneficial Owners. Whenever Whenever, during the term of the Bonds, the beneficial ownership of any Preferred Trust Securities thereof is determined through by a book-entry at the books of a Securities Depository, the requirements in this Trust Agreement Indenture of holding, delivering or transferring such Preferred Trust Securities Bonds shall be deemed modified with respect to such Preferred Trust Securities require the appropriate person to meet the requirements of the Securities Depository with respect as to actions registering or registering the transfer of the Trustees, book-entry to produce the Depositor and the Paying Agentsame effect. Any provisions provision hereof permitting or requiring delivery of such Preferred Trust Securities Bonds shall, while such Preferred Trust Securities the Bonds are in a bookBook-entry systemEntry System, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued The Trustee and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions Issuer, at the direction and expense of the Securities Depository if (a) Company and with the Securities Depository is no longer willing or able consent of the Remarketing Agent, may from time to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not time appoint a successor Securities Depository within 90 days after and enter into an agreement with such discontinuancesuccessor Securities Depository to establish procedures with respect to the Bonds consistent with current industry practice. Any successor Securities Depository shall be a "clearing agency" registered under Section 17A of the Securities Exchange Act of 1934, as amended. None of the Issuer, the Company, the Trustee nor the Remarketing Agent will have any responsibility or obligation to any Securities Depository, any Participants in the Book-Entry System or the Beneficial Owners with respect to (i) the accuracy of any records maintained by the Securities Depository or any Participant; (ii) the payment by the Securities Depository or by any Participant of any amount due to any Beneficial Owner in respect of the principal amount or redemption or purchase price of, or interest on, any Bonds; (iii) the delivery of any notice by the Securities Depository or any Participant; (iv) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds; or (v) any other action taken by the Securities Depository or any Participant. Bond certificates are required to be delivered to and registered in the name of the Beneficial Owner, under the following circumstances: (a) The Securities Depository determines to discontinue providing its service with respect to the Bonds and no successor Securities Depository is appointed as described above. Such a determination may be made at any time by giving 30 days' notice to the Issuer, the Company and the Trustee and discharging its responsibilities with respect thereto under applicable law. (b) The Company determines not to continue the Depositor Book-Entry System through a Securities Depository. The Trustee is hereby authorized to make such changes to the form of bond attached hereto as Exhibit A which are necessary or appropriate to reflect that the Book-Entry System is not in effect, that a successor Securities Depository has been appointed or that an additional or co-paying agent or tender agent has been designated pursuant to Section 13.03 hereof. If at its option advises the Trustees in writing that it elects to terminate the book-entry system through any time, the Securities DepositoryDepository ceases to hold the Bonds all references herein to the Securities Depository shall be of no further force or effect.

Book-Entry System. Some All Atlas Series D Preferred Shares will be represented by a single certificate issued to The Depository Trust Company (and its successors or all of assigns or any other securities depository selected by Atlas) or the Preferred Trust Securities may be Depository, and registered in the name of its nominee (initially, Cede & Co.). The Atlas Series D Preferred Shares will continue to be represented by a securities depository ("Securities Depository") or a nominee therefor, and held single certificate registered in the custody name of the Securities Depository or a custodian thereof. In such eventits nominee, a single certificate and no holder of the Atlas Series D Preferred Shares will be issued and delivered entitled to receive a certificate evidencing such shares unless otherwise required by law or the Securities Depository for gives notice of its intention to resign or is no longer eligible to act as such and ▇▇▇▇▇ has not selected a substitute Securities Depository within Table of Contents 60 calendar days thereafter. Payments and communications made by Atlas to holders of the Atlas Series D Preferred Trust Securities, in which case the Owners of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities Shares will be duly made by book-entry onlymaking payments to, and no investor or other party purchasingcommunicating with, selling or otherwise transferring beneficial ownership the Securities Depository. Accordingly, unless certificates are available to holders of the Atlas Series D Preferred Trust Securities will receiveShares, hold or deliver any certificate for each holder of Atlas Series D Preferred Trust Securities. The Depositor, Shares must rely on (a) the Trustees and the Paying Agent will recognize procedures of the Securities Depository and its participants to receive dividends, distributions, any redemption price, liquidation preference and notices, and to direct the exercise of any voting or its nominee as the Holder of Preferred Trust Securities for all purposesnominating rights, including payment, notices and voting and shall have no payment, notice or communication obligations to the Owners. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Atlas Series D Preferred Trust Securities. Whenever Shares and (b) the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements records of the Securities Depository with respect and its participants to actions evidence its ownership of such Atlas Series D Preferred Shares. The Depository Trust Company, the initial Securities Depository, is a New York-chartered limited purpose trust company that performs services for its participants, some of whom (and/or their representatives) own The Depository Trust Company. The Securities Depository maintains lists of its participants and will maintain the positions (i.e., ownership interests) held by its participants in the Atlas Series D Preferred Shares, whether as a holder of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting Atlas Series D Preferred Shares for its own account or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in as a book-entry system, be satisfied by the notation on the books nominee for another holder of the Securities Depository in accordance with applicable state law. Definitive Atlas Series D Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities DepositoryShares.

Book-Entry System. Some or all of the Preferred Trust Securities The Series 1999 Bonds shall be, and any Additional Bonds may be registered be, issued in the name of a securities depository ("Cede & Co., as nominee for DTC as the initial Securities Depository") or a nominee thereforDepository and registered Owner of the 1999 Bonds, and held in the custody of or by the Trustee for the account of the Securities Depository or a custodian thereofDepository. In such event, a A single certificate will be issued and delivered to the Securities Depository for such Preferred Trust Securities, in which case the Owners each maturity of such Preferred Trust Securities Bonds (except as otherwise required by DTC). The actual purchasers of Bonds (the “Beneficial Owners”) will not receive physical delivery of Bond certificates except as provided herein. For so long as the Securities Depository shall continue to serve as securities depository for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities Bonds as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will Bonds is to receive, hold or deliver any certificate for Preferred Trust SecuritiesBond certificate. The DepositorExcept as provided in Section 13.12, the Trustees Issuer, the Trustee and the Paying Agent will recognize Company shall treat the Securities Depository (or its nominee) as the sole and exclusive Owner of the Bonds registered in its name for the purposes of payment of the principal of and interest on or Redemption Price, if any, of the Bonds or portion thereof to be redeemed, and of giving any notice permitted or required to be given to Bondholders under this Indenture and neither the Issuer, the Trustee nor the Company shall be affected by any notice to the contrary. Neither the Issuer, the Trustee nor the Company shall have any responsibility or obligations to the Securities Depository, any Participant, any Beneficial Owner or any other person which is not shown on the bond register maintained by the Trustee, with respect to the accuracy of any records maintained by the Securities Depository or its nominee as any Participant; the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to payment by the Owners. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or any Participant of any amount in respect of the principal of and interest on the Bonds: any notice which is permitted or required to be given to Bondholders under the Indenture; the selection by the Securities Depository or any Participant of any person to receive payment in the event of a successor thereto and enter into a letter partial redemption of representations the Bonds; or any consent given or other agreement with such action taken by the Securities Depository as a Series Bondholder. The Trustee shall pay all principal of and interest on or Redemption Price, if any, of the Bonds registered in the name of Cede & Co., only to establish procedures or “upon the order of the Securities Depository (as that term is used in the Uniform Commercial Code as adopted in Illinois and New York), and all such payments shall be valid and effective to fully satisfy and discharge the Issuer’s obligations with respect to the Preferred Trust Securitiesprincipal of and interest on or Redemption Price, if any, of such Bonds to the extent of the sum or sums so paid. Any The Issuer and the Trustee covenant and agree, so long as DTC shall continue to serve as Securities Depository shall be a Clearing Agency. The Depositor and for the Trustees covenant and agree Bonds, to meet the requirements of a Securities Depository for the Preferred Trust Securities DTC with respect to required notices and other provisions of the letter Letter of representations or agreement Representations executed with respect to the Bonds. The Issuer, the Company and the Trustee may rely conclusively upon (i) a certificate of the Securities Depository as to the identity of the Participants in the Book-Entry System with respect to the Bonds and (ii) a certificate of any such Preferred Trust SecuritiesParticipant as to the identity of, and the respective principal amount of Bonds beneficially owned by, the Beneficial Owners. Whenever The Trustee shall direct DTC to allocate the Redemption Price paid in connection with any redemption of less than all of the Bonds of a series and less than all of a maturity within a series pro rata among its direct Participants shown on its books to be the owners of such Bonds. Whenever, during the term of the Bonds, the beneficial ownership of any Preferred Trust Securities thereof is determined through by a book-entry at the books of a Securities Depository, the requirements in this Trust Agreement Indenture of holding, delivering or transferring such Preferred Trust Securities Bonds shall be deemed modified with respect to such Preferred Trust Securities require the appropriate person to meet the requirements of the Securities Depository with respect as to actions of registering or transferring the Trustees, book-entry to produce the Depositor and the Paying Agentsame effect. Any provisions provision hereof permitting or requiring delivery of such Preferred Trust Securities Bonds shall, while such Preferred Trust Securities the Bonds are in a bookBook-entry systemEntry System, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions law of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, State. The Trustee and the Depositor does not Issuer, at the direction and expense of the Company, may from time to time appoint a successor Securities Depository within 90 days after and enter into an agreement with the Securities Depository, to establish procedures with respect to the Bonds not inconsistent with the provisions of this Indenture. Any successor Securities Depository shall be approved by the Trustee and shall be a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934, as amended. The Trustee and the Issuer, at the direction and expense of the Company, will cause the delivery of bond certificates to each Beneficial Owner, registered in the name of such discontinuanceBeneficial Owner, or under the following circumstances: (a) The Securities Depository determines to discontinue providing its service with respect to the Bonds and no successor Securities Depository is appointed as described above. Such a determination may be made at any time by giving 30 days’ written notice to the Issuer, the Company and the Trustee and discharging its responsibilities with respect thereto under applicable law; or (b) The Company determines not to continue the Depositor Book-Entry System through a Securities Depository. The Trustee is hereby authorized to make such changes to the form of Bonds attached hereto as Exhibits C-1, C-2, D and E which are not inconsistent with this Indenture and which are necessary or appropriate upon the appointment of a successor Securities Depository or while the Book-Entry System is not in effect. If at its option advises the Trustees in writing that it elects to terminate the book-entry system through any time, the Securities DepositoryDepository ceases to hold the Bonds, thereafter all references herein to the Securities Depository shall be of no further force or effect.

Book-Entry System. Some or all of the Preferred Trust Securities may be registered in the name of a securities depository ("Securities Depository") the Depositary or a nominee therefor, and held in the custody of the Securities Depository or a custodian thereof. In such event, a single certificate will be issued and delivered to the Securities Depository for such Preferred Trust Securities, in which case the Owners of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will receive, hold or deliver any certificate for Preferred Trust Securities. The Depositor, the Trustees and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Owners. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities Depository.

Book-Entry System. Some (a) Anything in this Indenture to the contrary notwithstanding, any Bond may be authorized and issued as a Book-Entry Bond. (b) For all purposes of this Indenture, the Owner of a Book-Entry Bond shall be the Securities Depository therefor and neither the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar shall have any responsibility or all obligation to the beneficial owner of such Bond or to any direct or indirect participant in such Securities Depository, except as expressly provided in this Indenture. Without limiting the generality of the Preferred Trust Securities may be registered in foregoing, neither the name Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar shall have any responsibility or obligation to any such participant or to the beneficial owner of a securities depository Book-Entry Bond with respect to ("Securities Depository"i) or a nominee therefor, and held in the custody accuracy of the records of the Securities Depository or a custodian any participant with respect to any beneficial ownership interest in such Bond, (ii) the delivery to any participant of the Securities Depository, the beneficial owner of such Bond or any other person, other than the Securities Depository, of any notice with respect to such Bond, including any notice of the redemption or purchase thereof, or (iii) the payment to any participant of the Securities Depository, the beneficial owner of such Bond or any other person, other than the Securities Depository, of any amount with respect to the principal, redemption price, if applicable, or purchase price of, or interest on, such Bond. In such eventThe Issuer, a single certificate will be issued the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent and delivered to the Registrar may treat the Securities Depository for such Preferred Trust Securities, in which case the Owners of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry onlytherefor as, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will receive, hold or deliver any certificate for Preferred Trust Securities. The Depositor, the Trustees and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Owners. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with deem such Securities Depository to establish procedures with respect to be, the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements absolute owner of a Securities Depository Book-Entry Bond for the Preferred Trust Securities with respect to required notices and other provisions all purposes whatsoever, including, but not limited to, (1) payment of the letter principal, redemption price, if applicable, or purchase price of, and interest on, such Bond, (2) giving notices of representations redemption or agreement executed purchase and of other matters with respect to such Preferred Trust SecuritiesBond, (3) registering transfers with respect to such Bond as permitted hereby and (4) except as expressly provided in this Indenture, giving to the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent or the Registrar any notice, consent, request or demand pursuant to the Indenture for any purpose whatsoever. Whenever The Trustee, acting as Paying Agent, shall pay the beneficial ownership principal or redemption price, if applicable, of, and interest on, a Book-Entry Bond, and the Trustee, acting as Tender Agent, shall pay the purchase price of any Preferred Trust a Book-Entry Bond, only to or upon the order of the Securities is determined through Depository therefor, and all such payments shall be valid and effective to satisfy fully and discharge the books Issuer’s obligations with respect to such principal or redemption price or purchase price, and interest, to the extent of the sum or sums so paid. Except as otherwise provided in subsection (d) of this Section 2.13, no person other than the Securities Depository shall receive a Bond or other instrument evidencing the Issuer’s obligation to make payments of the principal, redemption price or purchase price thereof, and interest thereon. (c) The Issuer, by notice to the Trustee, the Paying Agent, the Tender Agent, the Registrar, the Remarketing Agent, the Auction Agent and a Securities Depository, may, with the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements prior written consent of the Borrower, and shall, at the written direction of an Authorized Borrower Representative, terminate the services of such Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of Book-Entry Bonds for which such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to serves as securities depository if the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if Issuer determines that (ai) the Securities Depository is no longer willing or able unable to properly discharge its responsibilities with respect to such Bond or (ii) a continuation of the Preferred Trust Securitiesrequirement that all of the Bonds issued as Book-Entry Bonds be registered in the registration books of the Issuer kept by the Trustee in the name of the Securities Depository is not in the best interests of the beneficial owners of such Bonds or of the Issuer. (d) Upon the termination of the services of a Securities Depository with respect to a Book-Entry Bond pursuant to clause (ii) of subsection (c) of this Section 2.13, such Bond no longer shall be restricted to being registered in the registration books kept by the Registrar in the name of a Securities Depository. Upon the termination of the services of a Securities Depository with respect to a Book-Entry Bond pursuant to clause (i) of subsection (c) of this Section 2.13, the Issuer may, with the prior written consent of the Borrower, and shall, at the Depositor does not written direction of an Authorized Borrower Representative, within ninety (90) days thereafter appoint a successor substitute securities depository which, in the opinion of the Issuer, is willing and able to undertake the functions of Securities Depository under this Indenture upon reasonable and customary terms. If no such successor can be found within 90 days after such discontinuanceperiod, such Book-Entry Bond shall no longer be restricted to being registered in the registration books of the Issuer kept by the Trustee in the name of a Securities Depository. In the event that a Book-Entry Bond shall no longer be restricted to being registered in the registration books of the Issuer kept by the Trustee in the name of a Securities Depository, (i) the Issuer shall execute and the Trustee shall authenticate and deliver, upon presentation and surrender of the Book-Entry Bond, Bond certificates as requested by the Securities Depository so terminated of like principal amount, maturity and interest rate, in Authorized Denominations, to the identifiable beneficial owners in replacement of such beneficial owners’ beneficial ownership interests in such Book-Entry Bond and (ii) the Trustee shall notify the Remarketing Agent, the Auction Agent and the Borrower that the Bonds are no longer restricted to being registered in the registration books of the Issuer kept by the Trustee in the name of a Securities Depository; provided, however that such registration shall not be terminated by the Issuer or the Borrower without an opinion of Bond Counsel confirming that such termination of registration will not adversely affect the Tax-Exempt status of any Bonds. (e) Anything in this Indenture to the contrary notwithstanding, payment of the redemption price of a Book-Entry Bond, or portion thereof, called for redemption prior to maturity may be paid to the Securities Depository by wire transfer of immediately available funds. Anything in the Indenture to the contrary notwithstanding, such redemption price may be paid without presentation and surrender to the Trustee, as Paying Agent, of the Book-Entry Bond, or portion thereof, called for redemption; provided, however, that payment of (a) the principal payable at maturity of a Book-Entry Bond and (b) the Depositor at its option advises redemption price of a Book Entry Bond as to which the Trustees in writing entire principal amount thereof has been called for redemption shall be payable only upon presentation and surrender of such Book-Entry Bond to the Trustee, as Paying Agent; and provided, further, that it elects no such redemption price shall be so payable without presentation and surrender unless such Book-Entry Bond shall contain or have endorsed thereon a legend substantially to terminate the book-entry system through following effect (or such other legend(s) of similar content as may be determined to be necessary or desirable by the Issuer or the Securities Depository): “AS PROVIDED IN THE INDENTURE REFERRED TO HEREIN, UNTIL THE TERMINATION OF THE SYSTEM OF BOOK-ENTRY-ONLY TRANSFERS THROUGH [NAME OF SECURITIES DEPOSITORY] (TOGETHER WITH ANY SUCCESSOR SECURITIES DEPOSITORY APPOINTED PURSUANT TO THE INDENTURE, “[NAME OF SECURITIES DEPOSITORY]”), AND NOTWITHSTANDING ANY OTHER PROVISION OF THE INDENTURE TO THE CONTRARY, (A) THIS BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO A NOMINEE OF [NAME OF SECURITIES DEPOSITORY], OR BY A NOMINEE OF [NAME OF SECURITIES DEPOSITORY] TO [NAME OF SECURITIES DEPOSITORY] OR A NOMINEE OF [NAME OF SECURITIES DEPOSITORY], OR BY [NAME OF SECURITIES DEPOSITORY] OR A NOMINEE OF [NAME OF SECURITIES DEPOSITORY] TO ANY SUCCESSOR SECURITIES DEPOSITORY OR ANY NOMINEE THEREOF AND (B) A PORTION OF THE PRINCIPAL AMOUNT OF THIS BOND MAY BE PAID OR REDEEMED WITHOUT SURRENDER HEREOF TO THE PAYING AGENT. [NAME OF SECURITIES DEPOSITORY] OR A NOMINEE, TRANSFEREE OR ASSIGNEE OF [NAME OF SECURITIES DEPOSITORY] MAY NOT RELY UPON THE PRINCIPAL AMOUNT INDICATED HEREON AS THE PRINCIPAL AMOUNT HEREOF OUTSTANDING AND UNPAID. THE PRINCIPAL AMOUNT HEREOF OUTSTANDING AND UNPAID SHALL FOR ALL PURPOSES BE THE AMOUNT DETERMINED IN THE MANNER PROVIDED IN THE INDENTURE.” Anything in this Indenture to the contrary notwithstanding, upon any such payment to the Securities Depository without presentation and surrender, for all purposes of (i) the Book-Entry Bond as to which such payment has been made and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so paid. In such event, the Trustee shall notify forthwith the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made, and the principal amount of such Bond so paid, and the Trustee shall note such payment on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (f) For all purposes of this Indenture authorizing or permitting the purchase of Bonds, or portions thereof, by, or for the account of, the Issuer for cancellation, and anything in the Indenture to the contrary notwithstanding, a portion of a Book-Entry Bond may be deemed to have been purchased and cancelled without surrender thereof upon delivery to the Trustee of a certificate executed by the Issuer and a participant of the Securities Depository therefor to the effect that a beneficial ownership interest in such Bond, in the principal amount stated therein, has been purchased by, or for the account of, the Issuer through the participant of the Securities Depository executing such certificate; provided, however, that any purchase for cancellation of the entire principal amount of a Book-Entry Bond shall be effective for purposes of the Indenture only upon surrender of such Book-Entry Bond to the Paying Agent; and provided, further, that no portion of a Book-Entry Bond may be deemed to have been so purchased and cancelled without surrender thereof unless such Book-Entry Bond shall contain or have endorsed thereon the legend referred to in subsection (e) of this Section 2.13. Anything in the Indenture to the contrary notwithstanding, upon delivery of any such certificate to the Trustee, for all purposes of (i) the Book-Entry Bond to which such certificate relates and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so purchased. In such event, the Trustee shall immediately notify the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made and the amount thereof and shall note such reduction in principal amount of such Book-Entry Bond Outstanding on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (g) Anything in this Indenture to the contrary notwithstanding, a Securities Depository may make a notation on a Book-Entry Bond (i) redeemed in part or (ii) purchased by, or for the account of, the Issuer in part for cancellation, to reflect, for informational purposes only, the date of such redemption or purchase and the principal amount thereof redeemed or deemed cancelled, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in subsection (e) or (f) of this Section 2.13, as the case may be. (h) Anything in this Indenture to the contrary notwithstanding, in the case of a Book-Entry Bond, the Issuer shall be authorized to redeem or purchase (by or for the account of the Issuer) less than all of the entire Outstanding principal amount thereof, and in the event of such partial defeasance, redemption, purchase or refunding, the provisions of the Indenture relating to the defeasance, redemption, purchase or refunding of a Bond or Bonds shall be deemed to refer to the defeasance, redemption, purchase or refunding of a portion of a Bond. (i) The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent may enter into an agreement with a Securities Depository for the Bonds providing for procedures for the registration, payment, tender and delivery of notices relating to the Bonds, provided that the terms of such agreement shall not be inconsistent with the terms of this Indenture. Any such agreement may provide that (i) such Securities Depository is not required to present a Bond to the Trustee in order to receive a partial payment of principal; (ii) a Bond need not be delivered to the Trustee in order for a tender of such Bond pursuant to Article IV of this Indenture to be effective or in order for the purchase price of such tendered Bond to be paid and that notice of tender of a Bond for purchase pursuant to Article IV hereof may be given to the Trustee by a beneficial owner of a Bond or a direct participant of the Securities Depository; (iii) a legend with respect to the registration of the Bond in the name of the Securities Depository shall appear on each Bond so long as the Bonds are subject to such agreement; and (iv) different provisions for notices to such Securities Depository may be set forth therein; and such provisions shall be binding on the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent for so long as such Securities Depository is the Securities Depository for Book-Entry Bonds hereunder.

Book-Entry System. Some All Atlas Series I Preferred Shares will be represented by a single certificate issued to The Depository Trust Company (and its successors or all of assigns or any other securities depository selected by Atlas), or the Preferred Trust Securities may be Depository, and registered in the name of its nominee (initially, Cede & Co.). The Atlas Series I Preferred Shares will continue to be represented by a securities depository ("Securities Depository") or a nominee therefor, and held single certificate registered in the custody name of the Securities Depository or a custodian thereof. In such eventits nominee, a single certificate and no holder of the Atlas Series I Preferred Shares will be issued and delivered entitled to receive a certificate evidencing such shares unless otherwise required by law or the Securities Depository for gives notice of its intention to resign or is no longer eligible to act as such and ▇▇▇▇▇ has not selected a substitute Securities Depository within 60 calendar days thereafter. Payments and communications made by Atlas to holders of the Atlas Series I Preferred Trust Securities, in which case the Owners of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities Shares will be duly made by book-entry onlymaking payments to, and no investor or other party purchasingcommunicating with, selling or otherwise transferring beneficial ownership the Securities Depository. Accordingly, unless certificates are available to holders of the Atlas Series I Preferred Trust Securities will receiveShares, hold or deliver any certificate for each holder of Atlas Series I Preferred Trust Securities. The Depositor, Shares must rely on (a) the Trustees and the Paying Agent will recognize procedures of the Securities Depository and its participants to receive dividends, distributions, any redemption price, liquidation preference and notices, and to direct the exercise of any voting or its nominee as the Holder of Preferred Trust Securities for all purposesnominating rights, including payment, notices and voting and shall have no payment, notice or communication obligations to the Owners. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Atlas Series I Preferred Trust Securities. Whenever Shares and (b) the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements records of the Securities Depository with respect and its participants to actions evidence its ownership of such Atlas Series I Preferred Shares. The Depository Trust Company, the initial Securities Depository, is a New York-chartered limited purpose trust company that performs services for its participants, some of whom (and/or their representatives) own The Depository Trust Company. The Securities Depository maintains lists of its participants and will maintain the positions (i.e. ownership interests) held by its participants in the Atlas Series I Preferred Shares, whether as a holder of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting Atlas Series I Preferred Shares for its own account or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in as a book-entry system, be satisfied by the notation on the books nominee for another holder of the Securities Depository in accordance with applicable state law. Definitive Atlas Series I Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities DepositoryShares.

Book-Entry System. Some or all of the Preferred Trust Securities may be registered in the name of a securities depository ("“Securities Depository"”) or a nominee therefor, and held in the custody of the Securities Depository or a custodian thereof. In such event, a single certificate will be issued and delivered to the Securities Depository for such Preferred Trust Securities, in which case the Owners of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will receive, hold or deliver any certificate for Preferred Trust Securities. The Depositor, the Trustees and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Owners. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities Depository.

Book-Entry System. Some All Atlas Series E Preferred Shares will be represented by a single certificate issued to The Depository Trust Company (and its successors or all of assigns or any other securities depository selected by Atlas), or the Preferred Trust Securities may be Depository, and registered in the name of its nominee (initially, Cede & Co.). The Atlas Series E Preferred Shares will continue to be represented by a securities depository ("Securities Depository") or a nominee therefor, and held single certificate registered in the custody name of the Securities Depository or a custodian thereof. In such eventits nominee, a single certificate and no holder of the Atlas Series E Preferred Shares will be issued and delivered entitled to receive a certificate evidencing such shares unless otherwise required by law or the Securities Depository for gives notice of its intention to resign or is no longer eligible to act as such and ▇▇▇▇▇ has not selected a substitute Securities Depository within 60 calendar days thereafter. Payments and communications made by Atlas to holders of the Atlas Series E Preferred Trust Securities, in which case the Owners of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities Shares will be duly made by book-entry onlymaking payments to, and no investor or other party purchasingcommunicating with, selling or otherwise transferring beneficial ownership the Securities Depository. Accordingly, unless certificates are available to holders of the Atlas Series E Preferred Trust Securities will receiveShares, hold or deliver any certificate for each holder of Atlas Series E Preferred Trust Securities. The Depositor, Shares must rely on (a) the Trustees and the Paying Agent will recognize procedures of the Securities Depository and its participants Table of Contents to receive dividends, distributions, any redemption price, liquidation preference and notices, and to direct the exercise of any voting or its nominee as the Holder of Preferred Trust Securities for all purposesnominating rights, including payment, notices and voting and shall have no payment, notice or communication obligations to the Owners. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Atlas Series E Preferred Trust Securities. Whenever Shares and (b) the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements records of the Securities Depository with respect and its participants to actions evidence its ownership of such Atlas Series E Preferred Shares. The Depository Trust Company, the initial Securities Depository, is a New York-chartered limited purpose trust company that performs services for its participants, some of whom (and/or their representatives) own The Depository Trust Company. The Securities Depository maintains lists of its participants and will maintain the positions (i.e., ownership interests) held by its participants in the Atlas Series E Preferred Shares, whether as a holder of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting Atlas Series E Preferred Shares for its own account or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in as a book-entry system, be satisfied by the notation on the books nominee for another holder of the Securities Depository in accordance with applicable state law. Definitive Atlas Series E Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities DepositoryShares.

Book-Entry System. Some or all (a) DTC will act as Securities Depository for the Bonds. The Bonds shall be initially issued in the form of the Preferred Trust Securities may be a single fully registered Bond registered in the name of a securities depository Cede & Co. ("Securities Depository") or a nominee therefor, and held in DTC’s partnership nominee). So long as Cede & Co. is the custody Registered Owner of the Securities Depository Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or a custodian thereof. In such event, a single certificate holders or Owners of the Bonds shall mean Cede & Co. and shall not mean the beneficial owners of the Bonds. (b) The ownership interest of each of the Beneficial Owners of the Bonds will be issued and delivered to recorded through the Securities Depository for such Preferred Trust Securities, in which case the Owners records of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securitiesa DTC Participant. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities as provided herein, all transfers Transfers of beneficial ownership interests in such Preferred Trust Securities the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by book-entry onlyDTC and, and no investor or other party purchasingin turn, selling or otherwise transferring beneficial ownership by the DTC Participants who act on behalf of the Preferred Trust Securities will receiveBeneficial Owners of the Bonds. (c) With respect to Bonds registered in the name of Cede & Co., hold or deliver any certificate for Preferred Trust Securities. The DepositorDTC’s partnership nominee, the Trustees Issuer and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting and Trustee shall have no paymentresponsibility or obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds, notice except as provided in this Indenture. Without limiting the immediately preceding sentence, the Issuer and the Trustee shall have no responsibility or communication obligations obligation with respect to (i) the Owners. The Administrative Trustees, at the direction and expense accuracy of the Depositorrecords of DTC, may from time Cede & Co. or any DTC Participant with respect to time appoint any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a Securities Depository or a successor thereto and enter into a letter Bondholder, as shown on the registration books, of representations or other agreement with such Securities Depository to establish procedures any notice with respect to the Preferred Trust Securities. Any Securities Depository shall be Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than a Clearing Agency. The Depositor and Registered Owner, as shown in the Trustees covenant and agree to meet the requirements registration books of a Securities Depository for the Preferred Trust Securities any amount with respect to required notices and principal of, premium, if any, or interest on, the Bonds. (d) Notwithstanding any other provisions of this Indenture to the letter contrary, the Issuer and the Trustee shall be entitled to treat and consider the person in whose name each Bond is registered in the registration books as the absolute owner of representations or agreement executed such Bond for the purpose of payment of principal, premium, if any, and interest with respect to such Preferred Trust Securities. Whenever Bond, for the beneficial ownership purpose of any Preferred Trust Securities is determined through the books giving notices of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified redemption and other matters with respect to such Preferred Trust Securities to meet Bond, for the requirements purpose of the Securities Depository registering transfers with respect to actions such Bond, and for all other purposes whatsoever. The Trustee shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the Trusteesrespective owners, as shown in the registration books as provided in this Indenture, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer’s obligations with respect to payment of principal of, premium, if any, and interest on, the Depositor Bonds to the extent of the sum or sums so paid. (e) No person other than a Registered Owner, as shown in the registration books, shall receive a Bond certificate evidencing the obligation of the Issuer to make payments of principal, premium, if any, and the Paying Agent. interest, pursuant to this Indenture. (f) Any provisions hereof provision of this Indenture permitting or requiring the delivery of such Preferred Trust Securities Bonds shall, while such Preferred Trust Securities are in a the book-entry systemsystem is in effect, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions DTC or a DTC Participant, if applicable, of the Securities Depository if transfer of the Beneficial Owner’s interest in such Bond. (ag) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate So long as the book-entry system is in effect, the Trustee and the Issuer shall comply with the terms of the Letter of Representations, a copy of which is attached hereto as Exhibit B and made a part hereof, or an alternate Letter of Representations as required by DTC. (h) DTC may determine to discontinue providing its service with respect to the Bonds at any time by giving reasonable written notice and all relevant information on the Beneficial Owners of the Bonds to the Issuer or the Trustee. If there is no successor Securities Depository appointed by the Issuer, the Trustee shall authenticate and deliver Bonds to the Beneficial Owners thereof in accordance with the information respecting the Beneficial Owners provided to the Trustee by DTC, but without any liability on the part of the Issuer or the Trustee for the accuracy of such information. The Issuer, at the direction of the Company, may determine not to continue participation in the system of book entry transfers through the DTC (or a successor Securities Depository) at any time by giving reasonable written notice to DTC (or a successor Securities Depository) and the Trustee. In such event, the Issuer shall execute and deliver to the Trustee, and the Trustee shall authenticate and deliver the Bonds to the Beneficial Owners thereof in accordance with the information respecting the Beneficial Owners provided to the Trustee by DTC, but without any liability on the part of the Issuer or the Trustee for the accuracy of such information. The Chairman, Executive Director or Deputy Secretary of the Issuer is hereby authorized to execute any additional Letter of Representations or similar document necessary from time to time to continue or provide for the DTC book-entry system. (i) Notwithstanding anything herein to the contrary, the provisions of this Section 2.13 are subject to the provisions of Section 2B.5 hereof (relating to Bank Bonds).

Book-Entry System. Some All Atlas Series H Preferred Shares will be represented by a single certificate issued to The Depository Trust Company (and its successors or all of assigns or any other securities depository selected by Atlas), or the Preferred Trust Securities may be Depository, and registered in the name of its nominee (initially, Cede & Co.). The Atlas Series H Preferred Shares will continue to be represented by a securities depository ("Securities Depository") or a nominee therefor, and held single certificate registered in the custody name of the Securities Depository or a custodian thereof. In such eventits nominee, a single certificate and no holder of the Atlas Series H Preferred Shares will be issued and delivered entitled to receive a certificate evidencing such shares unless otherwise required by law or the Securities Depository for gives notice of its intention to resign or is no longer eligible to act as such and ▇▇▇▇▇ has not selected a substitute Securities Depository within 60 calendar days thereafter. Payments and communications made by Atlas to holders of the Atlas Series H Preferred Trust Securities, in which case the Owners of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities Shares will be duly made by book-entry onlymaking payments to, and no investor or other party purchasingcommunicating with, selling or otherwise transferring beneficial ownership the Securities Depository. Accordingly, unless certificates are available to holders of the Atlas Series H Preferred Trust Securities will receiveShares, hold or deliver any certificate for each holder of Atlas Series H Preferred Trust Securities. The Depositor, Shares must rely on (a) the Trustees and the Paying Agent will recognize procedures of the Securities Depository and its participants to receive dividends, distributions, any redemption price, liquidation preference and notices, and to direct the exercise of any voting or its nominee as the Holder of Preferred Trust Securities for all purposesnominating rights, including payment, notices and voting and shall have no payment, notice or communication obligations to the Owners. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Atlas Series H Preferred Trust Securities. Whenever Shares and (b) the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements records of the Securities Depository with respect and its participants to actions evidence its ownership of such Atlas Series H Preferred Shares. The Depository Trust Company, the initial Securities Depository, is a New York-chartered limited purpose trust company that performs services for its participants, some of whom (and/or their representatives) own The Depository Trust Company. The Securities Depository maintains lists of its participants and will maintain the positions (i.e. ownership interests) held by its participants in the Atlas Series H Preferred Shares, whether as a holder of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting Atlas Series H Preferred Shares for its own account or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in as a book-entry system, be satisfied by the notation on the books nominee for another holder of the Securities Depository in accordance with applicable state law. Definitive Atlas Series H Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities DepositoryShares.

Book-Entry System. Some or all of the Preferred Trust Securities may be registered in the name of a securities depository ("the Securities Depository") Depository or a nominee therefor, and held in the custody of the Securities Depository or a custodian thereofDepository. In such event, a single certificate will be issued and delivered to the Securities Depository for such Preferred Trust Securities, in which case the Owners of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities Except as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will receive, hold or deliver any certificate for Preferred Trust Securities. The Depositor, the Trustees and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Ownersvoting. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities Depository.

Book-Entry System. Some or all of the Preferred Trust Securities may be registered in the name of a securities depository ("Securities Depository") or a nominee therefor, and held in the custody of the Securities Depository or a custodian thereofDepository. In such event, a single certificate will be issued and delivered to the Securities Depository for such Preferred Trust Securities, in which case the Owners of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities Except as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will receive, hold or deliver any certificate for Preferred Trust Securities. The Depositor, the Trustees and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Ownersvoting. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities Depository.

Book-Entry System. Some The Bonds shall be issued pursuant to a ----------- ----------------- Book Entry System administered by the Securities Depository with no physical distribution of Bond certificates to be made except as provided in this Section 313. Any provision of this Indenture or all the Bonds requiring physical delivery of the Preferred Trust Securities may Bonds shall, with respect to any Bonds held under the Book Entry System, be deemed to be satisfied by a notation on the bond registration books maintained by the Trustee that such Bonds are subject to the Book Entry System. So long as a Book Entry System is being used, one Bond registered in the name of a securities depository ("Securities Depository") or a nominee therefor, and held in the custody of the Securities Depository or a custodian thereof. In such event, a single certificate Nominee will be issued and delivered required to be deposited with the Securities Depository and held in its custody. The Book Entry System will be maintained by the Securities Depository and the Participants and Indirect Participants and will evidence beneficial ownership of the Bonds in authorized denominations, with transfers of ownership effected on the records of the Securities Depository, the Participants and the Indirect Participants pursuant to rules and procedures established by the Securities Depository, the Participants and the Indirect Participants. The principal of and any premium on each Bond shall be payable to the Securities Depository Nominee or any other person appearing on the registration books as the registered Holder of such Bond or his registered assigns or legal representative at the principal office of the Trustee. So long as the Book Entry System is in effect, the Securities Depository will be recognized as the holder of the Bonds for all purposes. Transfers of principal, interest and any premium payments or notices to Participants and Indirect Participants will be the responsibility of the Securities Depository, and transfers of principal, interest and any premium payments or notices to Beneficial Owners will be the responsibility of the Participants and the Indirect Participants. No other party will be responsible or liable for such Preferred Trust Securitiestransfers of payments or notices or for the maintaining, supervising or reviewing such records maintained by the Securities Depository, the Participants or the Indirect Participants. While the Securities Depository Nominee or the Securities Depository, as the case may be, is the registered owner of the Bonds, notwithstanding any other provisions set forth herein, payments of principal of, redemption premium, if any, and interest on the Bonds shall be made to the Securities Depository Nominee or the Securities Depository, as the case may be, by wire transfer in immediately available funds to the account of said Holder as may be specified in the bond registration books maintained by the Trustee or by such other method of payment as the Trustee may determined to be necessary or advisable with the concurrence of the Securities Depository. In the event that (i) the Securities Depository determines not to continue to administer a Book Entry System for the Bonds, or (ii) the Borrower, with the consent of the Remarketing Agent, determines to discontinue use of a Book Entry System, the Book Entry System will be discontinued if the Borrower fails to replace or removes the then-acting Securities Depository, in which case the Owners Trustee will deliver replacement Bonds in the form of such Preferred Trust fully registered certificates in Authorized Denominations in exchange for the Outstanding Bonds as required by the Trustee and the Beneficial Owners. The Securities will not receive physical delivery Depository may be removed at any time at the election of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners Borrower, with the consent of Preferred Trust Securities as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry onlythe Remarketing Agent, and no investor or other party purchasinga new Securities Depository may thereupon be appointed by the Borrower, selling or otherwise transferring beneficial ownership with the consent of the Preferred Trust Securities will receive, hold or deliver any certificate for Preferred Trust SecuritiesRemarketing Agent. The Depositor, the Trustees Issuer and the Paying Agent will recognize Trustee shall enter into the Letter of Representations set forth in Exhibit B hereto with the Securities Depository or its nominee as and the Holder provisions --------- of Preferred Trust Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Owners. The Administrative Trustees, at the direction and expense such Letter of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository Representations shall be a Clearing Agencyincorporated herein by reference as if fully set forth herein. The Depositor In the event of any conflict between the Letter of Representations and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depositorythis Indenture, the requirements in this Trust Agreement Letter of holding, delivering or transferring such Preferred Trust Securities Representations shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities Depositorycontrol.

Book-Entry System. Some All Atlas Series G Preferred Shares will be represented by a single certificate issued to The Depository Trust Company (and its successors or all of assigns or any other securities depository selected by Atlas), or the Preferred Trust Securities may be Depository, and registered in the name of its nominee (initially, Cede & Co.). The Atlas Series G Preferred Shares will continue to be represented by a securities depository ("Securities Depository") or a nominee therefor, and held single certificate registered in the custody name of the Securities Depository or a custodian thereof. In such eventits nominee, a single certificate and no holder of the Atlas Series G Preferred Shares will be issued and delivered entitled to receive a certificate evidencing such shares unless otherwise required by law or the Securities Depository for gives notice of its intention to resign or is no longer eligible to act as such and ▇▇▇▇▇ has not selected a substitute Securities Depository within 60 calendar days thereafter. Payments and communications made by Atlas to holders of the Atlas Series G Preferred Trust Securities, in which case the Owners of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities Shares will be duly made by book-entry onlymaking payments to, and no investor or other party purchasingcommunicating with, selling or otherwise transferring beneficial ownership the Securities Depository. Accordingly, unless certificates are available to holders of the Atlas Series G Preferred Trust Securities will receiveShares, hold or deliver any certificate for each holder of Atlas Series G Preferred Trust Securities. The Depositor, Shares must rely on (a) the Trustees and the Paying Agent will recognize procedures of the Securities Depository and its participants to receive dividends, distributions, any redemption price, liquidation preference and notices, and to direct the exercise of any voting or its nominee as the Holder of Preferred Trust Securities for all purposesnominating rights, including payment, notices and voting and shall have no payment, notice or communication obligations to the Owners. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Atlas Series G Preferred Trust Securities. Whenever Shares and (b) the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements records of the Securities Depository with respect and its participants to actions evidence its ownership of such Atlas Series G Preferred Shares. The Depository Trust Company, the initial Securities Depository, is a New York-chartered limited purpose trust company that performs services for its participants, some of whom (and/or their representatives) own The Table of Contents Depository Trust Company. The Securities Depository maintains lists of its participants and will maintain the positions (i.e. ownership interests) held by its participants in the Atlas Series G Preferred Shares, whether as a holder of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting Atlas Series G Preferred Shares for its own account or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in as a book-entry system, be satisfied by the notation on the books nominee for another holder of the Securities Depository in accordance with applicable state law. Definitive Atlas Series G Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities DepositoryShares.

Book-Entry System. Some or all (a) The Notes shall be initially issued pursuant to a Book-Entry System administered by the Securities Depository with no physical distribution of the Preferred Trust Securities may any Note to any person. One Note for each maturity will be issued, registered in the name of a securities depository ("the Securities Depository") or a nominee thereforDepository Nominee, and held immobilized in the custody of the Securities Depository. Beneficial ownership interests in the Notes may be purchased by or through Direct Participants. The holders of these beneficial ownership interests in the Notes are referred to as the "Beneficial Owners". The ----------------- Beneficial Owners will not receive certificated notes representing their beneficial ownership interests. Ownership of the interests in Notes in Authorized Denominations will be evidenced, and transfers of interests in the Notes will be effected, on the records of the Securities Depository and the Direct Participants and Indirect Participants pursuant to rules and procedures established by the Securities Depository. During a period in which the Book- Entry System is in effect for the Notes the Issuer, the Trustee, and the Remarketing Agent shall treat the Securities Depository or a custodian thereofthe Securities Depository Nominee as the only registered owner of the Notes for all purposes under this Indenture including receipt of all principal of, purchase price of, premium (if any) and interest on the Notes, receipt of notices, voting, and requesting or directing the Trustee or Issuer to take or not to take, or consenting to, certain actions under this Indenture. In the event the Securities Depository or the Securities Depository Nominee assigns its rights to consent or vote under this Indenture to any Direct Participant or Indirect Participant, the Issuer, the Trustee, and the Remarketing Agent shall treat such eventassignee or assignees as the only registered owner or owners of the Notes for the purpose of exercising such rights so assigned. (b) During a period in which the Book-Entry System is in effect for the Notes, a single certificate payments of principal, purchase price, interest, and redemption premium, if any, with respect to the Notes will be issued paid by the Trustee directly to the Securities Depository, or the Securities Depository Nominee, as provided in the Letter of Representation; provided, that payment of the principal of (premium, if any) and delivered interest on such Notes due at final maturity or upon redemption in whole of any of such Notes shall be made only upon surrender thereof at the principal office of the Trustee. The Securities Depository and the Direct Participants and the Indirect Participants shall be responsible for the disbursement of such payments to the Beneficial Owners. The Securities Depository will disburse such payments to Direct Participants and such payments will in turn be remitted by Direct Participants and, where appropriate, Indirect Participants, to the Beneficial Owners. All such payments to the Securities Depository for such Preferred Trust Securitiesor the Securities Depository Nominee of principal of, in which case purchase price of, premium (if any) and interest on the Owners Notes on behalf of such Preferred Trust Securities will not receive physical delivery the Issuer or the Trustee shall be valid and effectual to satisfy and discharge the liability of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered the Issuer and the Trustee to the Owners extent of Preferred Trust Securities as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry onlythe amounts so paid, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will receive, hold or deliver any certificate for Preferred Trust Securities. The DepositorIssuer, the Trustees Remarketing Agent and the Paying Agent will recognize Trustee shall not be responsible or liable for payment to any Beneficial Owner by the Securities Depository or its nominee as by any Direct Participant or by any Indirect Participant, or for sending transaction statements or for maintaining, supervising or reviewing records maintained by the Holder Securities Depository or Direct Participants or Indirect Direct Participants. (c) Transfers of Preferred Trust Securities for all purposesownership interests in the Notes by the Beneficial Owners thereof, including payment, conveyance of notices and voting other communications by the Securities Depository to Direct Participants, by Direct Participants to Indirect Participants, and shall have no payment, notice or communication obligations by Direct Participants and Indirect Participants to the Owners. The Administrative Trustees, at the direction and expense Beneficial Owners of the DepositorNotes, will be governed by arrangements among the Securities Depository, Direct Participants, Indirect Participants and the Beneficial Owners, subject to any statutory and regulatory requirements as may be in effect from time to time time. For every transfer and exchange of beneficial ownership in the Notes, the Beneficial Owners may be charged a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto. (d) Redemption notices respecting the Notes held by the Securities Depository shall be sent to the Securities Depository Nominee by the Trustee and redemption of Notes shall be effected as provided in Article V. (e) A Beneficial Owner shall give notice of its election to have its interests in the Notes purchased through its Direct Participant or Indirect Participant to the Securities Depository Nominee and then to the Trustee as provided in this Indenture and shall effect delivery of such interest by causing said Direct Participant or Indirect Participant to transfer the interest of such Beneficial Owner in the Notes to the Trustee (or Tender Agent) on the records of the Securities Depository. The requirement for physical delivery of Notes in connection with an Optional Tender or a Mandatory Tender will be satisfied when the ownership rights in the Notes are transferred on the records of the Securities Depository. (f) In the event that (1) the Securities Depository ceases to act as the securities depository for the Notes or (2) the Issuer determines that the continuation of the Book-Entry System for the Notes would adversely affect the interests of the Beneficial Owners of the Notes, the Issuer shall discontinue the Book-Entry System. If the Issuer fails to appoint another qualified securities depository to replace the then acting Securities Depository, the Issuer will cause the Trustee to authenticate and deliver fully registered certificated Notes to each Beneficial Owner in evidence of the ownership interests thereof. If the Book-Entry System is discontinued, payments to and transfers by the Beneficial Owners shall be governed by the provisions set forth in this Indenture with respect thereto. (g) The Issuer and the Remarketing Agent may enter into a custody agreement with any bank or trust company serving as custodian (which may be the Trustee serving in the capacity of custodian) to provide for a Book-Entry System or similar method for the registration and transfer of the Notes. (h) During the period in which a Book-Entry System is in effect for the Notes in accordance herewith, the provisions of this Indenture and the Notes shall be construed in accordance with the Letter of Representation and to give full effect to such Book-Entry System. (i) The Beneficial Owners of all the Notes, by their acquisition of any beneficial interest in a Note or Notes, and the Securities Depository, the Securities Depository Nominee, and all Direct Participants and all Indirect Participants severally agree that the Issuer, the Issuer, the Remarketing Agent, and the Trustee shall not have any responsibility or obligation to any Direct Participant or any Indirect Participant or any Beneficial Owner with respect to (1) the accuracy of any records maintained by the Securities Depository or a successor thereto any Direct Participant or any Indirect Participant; (2) the payment by the Securities Depository or any Direct Participant or any Indirect Participant of any amount due to any Beneficial Owner in respect of the principal of, purchase price of, premium (if any) and enter into a letter interest on the Notes; (3) the delivery or timeliness of representations delivery by the Securities Depository or any Direct Participant or any Indirect Participant of any notice due to any Beneficial Owner which is required or permitted under the terms of this Indenture to be given to Beneficial Owners; or (4) any consent given or other agreement with such action taken by the Securities Depository, or the Securities Depository Nominee, as owner. (j) The Securities Depository may determine to establish procedures discontinue the Book-Entry System with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor Notes at any time upon notice to the Issuer, the Remarketing Agent, and the Trustees covenant Trustee and agree to meet the requirements upon discharge of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect thereto under applicable law. Upon such notice and compliance with law the Book-Entry System for the Notes will be discontinued unless a successor securities depository is appointed by the Issuer. In addition, the Issuer may discontinue the Book-Entry System for the Notes at any time by reasonable notice to the Preferred Trust SecuritiesSecurities Depository and to the Beneficial Owners. In the event the Book-Entry System for the Notes is discontinued, Notes in certificated form in Authorized Denominations will be physically distributed to the Beneficial Owners thereof and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuanceNotes will be registered in the names of the owners thereof on the Note Register and the Trustee will make payments of principal of, or purchase price of, premium (bif any) and interest on the Depositor at its option advises Notes to the Trustees registered owners thereof as provided in writing that it elects to terminate the book-entry system through the Securities DepositoryNotes and this Indenture.

Book-Entry System. Some or all of the Preferred Trust Securities may be registered in the name of a securities depository ("Securities Depository") or a nominee therefor, and held in the custody of the Securities Depository or a custodian thereofDepository. In such event, a single certificate will be issued and delivered to the Securities Depository for such Preferred Trust Securities, in which case the Owners of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities Except as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will receive, hold or deliver any certificate for Preferred Trust Securities. The Depositor, the Trustees and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Ownersvoting. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities Depository.

Book-Entry System. Some or all The Preferred Stock will be issued in book-entry only form to Computershare Trust Company, N.A., as depositary and sole holder of the Preferred Trust Securities Stock. Individual Preferred Stock certificates will not be issued to each holder of Preferred Stock. Owners of beneficial interests in the AMC Preferred Equity Units will hold their AMC Preferred Equity Units through the book-entry settlement system of DTC, and if requested by the Company or DTC, such AMC Preferred Equity Units may be registered represented by a global depositary receipt, deposited with and held in the name of a securities depository ("Securities Depository") DTC, or a nominee therefor, its nominee. The AMC Preferred Equity Units of record holders will be deposited with and held in an account at Computershare Trust Company, N.A. In order to own a beneficial interest in the custody AMC Preferred Equity Units, a holder must be an organization that participates in DTC or have an account with an organization that so participates, including Euroclear Bank, SA/NV, as operator of the Securities Depository or a custodian thereofEuroclear System, and Clearstream Banking, société anonyme, Luxembourg. In such event, a single certificate will be issued and delivered to the Securities Depository for such Preferred Trust Securities, in which case the Owners of such beneficial interests in AMC Preferred Trust Securities Equity Units held through DTC, or its nominee, if applicable, will not be entitled to have AMC Preferred Equity Units registered in their names, nor will such owners receive or be entitled to receive physical delivery of certificates the AMC Preferred Equity Units in definitive form, or be considered the owners or holders of AMC Preferred Equity Units under the Deposit Agreement including for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are purposes of receiving any reports or notices delivered by the Company unless DTC ceases to the Owners of Preferred Trust Securities as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by make its book-entry onlysettlement system available as described below. Accordingly, each person owning a beneficial interest in such AMC Preferred Equity Units, must rely on the procedures of DTC and, if that person is not a participant, on the procedures of the participant through which that person owns its beneficial interest, in order to exercise or sell any rights of a holder of AMC Preferred Equity Units. If DTC ceases to make its book-entry settlement system available, the Company will instruct the Depositary to make other arrangements for book-entry settlement. If the AMC Preferred Equity Units are not eligible for book-entry form, the Depositary shall provide AMC Preferred Equity Units in certificated form registered in the names of the beneficial owners. Once AMC Preferred Equity Units in certificated form are issued, the underlying Preferred Stock may be withdrawn from the depositary arrangement upon surrender of AMC Preferred Equity Units at the corporate trust office of the Depositary and upon payment of the taxes, charges, and no investor fees provided for in the Deposit Agreement. Subject to the Deposit Agreement, the holders of such AMC Preferred Equity Units will receive the appropriate number of shares of Preferred Stock and any money or other party purchasing, selling or otherwise transferring beneficial ownership property represented by the AMC Preferred Equity Units. Only whole shares of the Preferred Trust Securities will receive, hold or deliver any certificate for Stock may be withdrawn. If a holder holds an amount other than a whole multiple of one-hundred (100) AMC Preferred Trust Securities. The DepositorEquity Units, the Trustees and Depositary will deliver, along with the Paying Agent withdrawn shares of the Preferred Stock, a new depositary receipt evidencing the excess number of AMC Preferred Equity Units. Holders of withdrawn shares of the Preferred Stock will recognize not be entitled to redeposit those shares or to receive a new depositary receipt evidencing AMC Preferred Equity Units therefor. As long as the Securities Depository AMC Preferred Equity Units are held through DTC, or its nominee as the Holder of Preferred Trust Securities for all purposesnominee, including payment, notices and voting and shall have no payment, notice or communication obligations to the Owners. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depositoryif applicable, the requirements AMC Preferred Equity Units will trade in this Trust Agreement of holding, delivering or transferring such the DTC Same-Day Funds Settlement System. DTC requires secondary market trading activity in the AMC Preferred Trust Securities shall be deemed modified with respect Equity Units to such settle in immediately available funds. This requirement may affect trading activity in the AMC Preferred Trust Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities DepositoryEquity Units.

Book-Entry System. Some or all (a) DTC will act as Securities Depository for the Bonds. The Bonds shall be initially issued in the form of the Preferred Trust Securities may be a single fully registered Bond registered in the name of a securities depository Cede & Co. ("Securities Depository") or a nominee therefor, and held in DTC's partnership nominee). So long as Cede & Co. is the custody Registered Owner of the Securities Depository Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or a custodian thereof. In such event, a single certificate holders or Owners of the Bonds shall mean Cede & Co. and shall not mean the beneficial owners of the Bonds. (b) The ownership interest of each of the Beneficial Owners of the Bonds will be issued and delivered to recorded through the Securities Depository for such Preferred Trust Securities, in which case the Owners records of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securitiesa DTC Participant. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities as provided herein, all transfers Transfers of beneficial ownership interests in such Preferred Trust Securities the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by book-entry onlyDTC and, and no investor or other party purchasingin turn, selling or otherwise transferring beneficial ownership by the DTC Participants who act on behalf of the Preferred Trust Securities will receiveBeneficial Owners of the Bonds. (c) With respect to Bonds registered in the name of Cede & Co., hold or deliver any certificate for Preferred Trust Securities. The Depositoras DTC's nominee, the Trustees Issuer and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting and Trustee shall have no paymentresponsibility or obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds, notice except as provided in this Indenture. Without limiting the immediately preceding sentence, the Issuer and the Trustee shall have no responsibility or communication obligations obligation with respect to (i) the Owners. The Administrative Trustees, at the direction and expense accuracy of the Depositorrecords of DTC, may from time Cede & Co. or any DTC Participant with respect to time appoint any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a Securities Depository or a successor thereto and enter into a letter Bondholder, as shown on the registration books, of representations or other agreement with such Securities Depository to establish procedures any notice with respect to the Preferred Trust Securities. Any Securities Depository shall be Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than a Clearing Agency. The Depositor and Registered Owner, as shown in the Trustees covenant and agree to meet the requirements registration books of a Securities Depository for the Preferred Trust Securities any amount with respect to required notices and principal of, premium, if any, or interest on, the Bonds. (d) Notwithstanding any other provisions of this Indenture to the letter contrary, the Issuer and the Trustee shall be entitled to treat and consider the person in whose name each Bond is registered in the registration books as the absolute owner of representations or agreement executed such Bond for the purpose of payment of principal, premium, if any, and interest with respect to such Preferred Trust Securities. Whenever Bond, for the beneficial ownership purpose of any Preferred Trust Securities is determined through the books giving notices of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified redemption and other matters with respect to such Preferred Trust Securities to meet Bond, for the requirements purpose of the Securities Depository registering transfers with respect to actions such Bond, and for all other purposes whatsoever. The Trustee shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the Trusteesrespective owners, as shown in the registration books as provided in this Indenture, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to payment of principal of, premium, if any, and interest on, the Depositor Bonds to the extent of the sum or sums so paid. (e) No person other than a Registered Owner, as shown in the registration books, shall receive a Bond certificate evidencing the obligation of the Issuer to make payments of principal, premium, if any, and the Paying Agent. interest, pursuant to this Indenture. (f) Any provisions hereof provision of this Indenture permitting or requiring the delivery of such Preferred Trust Securities Bonds shall, while such Preferred Trust Securities are the book‑entry system is in a book-entry systemeffect, be satisfied by the notation on the books of DTC or a DTC Participant, if applicable, of the Securities Depository transfer of the Beneficial Owner's interest in accordance such Bond. (g) So long as the book‑entry system is in effect, the Trustee and the Issuer shall comply with applicable state law. Definitive Preferred Trust Securities Certificates will be issued the terms of the Letter of Representations, a copy of which is attached hereto as Exhibit B and delivered made a part hereof, or an alternate Letter of Representations as required by DTC. (h) DTC may determine to discontinue providing its service with respect to the Bonds at any time by giving reasonable written notice and all relevant information on the Beneficial Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) Bonds to the Securities Depository is no longer willing Issuer or able to properly discharge the Trustee and discharging its responsibilities with respect thereto under applicable law. If there is no successor Securities Depository appointed by the Issuer, the Trustee shall authenticate and deliver Bonds to the Preferred Trust SecuritiesBeneficial Owners thereof in accordance with the information respecting the Beneficial Owners provided to the Trustee by DTC, but without any liability on the part of the Issuer or the Trustee for the accuracy of such information. The Issuer, at the direction of the Company, may determine not to continue participation in the system of book entry transfers through DTC (or a successor Securities Depository) at any time by giving reasonable written notice to DTC (or a successor Securities Depository) and the Trustee. In such event, the Issuer shall execute and deliver to the Trustee, and the Depositor does not appoint a successor Securities Depository within 90 days after Trustee shall authenticate and deliver the Bonds to the Beneficial Owners thereof in accordance with the information respecting the Beneficial Owners provided to the Trustee by DTC, but without any liability on the part of the Issuer or the Trustee for the accuracy of such discontinuance, information. The Chairman or (b) Executive Director of the Depositor at its option advises Issuer are hereby authorized to execute any additional Letter of Representations or similar document necessary from time to time to continue or provide for the Trustees in writing that it elects to terminate the book-entry system through the Securities DepositoryDTC book‑entry system.

Book-Entry System. Some or all The Bonds are being issued by means of a book entry system with no physical distribution of bond certificates to be made except as provided in the Preferred Trust Securities may be Indenture. One Bond certificate with respect to each date on which the Bonds are stated to mature, registered in the nominee name of a securities depository ("the Securities Depository") , is being issued and required to be deposited with the Securities Depository and immobilized in its custody or a nominee therefor, and held in the custody of its agent. The book entry system will evidence positions held in the Bonds by the Securities Depository or a custodian thereof. In such eventDepository’s Participants, a single certificate will be issued and delivered to the Securities Depository for such Preferred Trust Securities, in which case the Owners of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Bonds in Authorized Denominations being evidenced in the records of such Participants. Transfers of ownership shall be effected on the records of the Securities will receive, hold or deliver any certificate for Preferred Trust SecuritiesDepository and its Participants pursuant to rules and procedures established by the Securities Depository and its Participants. The Depositor, the Trustees Issuer and the Paying Agent Trustee will recognize the Securities Depository or its nominee nominee, while the registered owner of this bond, as the Holder owner of Preferred Trust Securities this bond for all purposes, including payment(i) payments of principal of, notices Sinking Fund Installments for, if any, Purchase Price, redemption premium, if any, and voting interest on, this bond, (ii) notices, and shall have no payment(iii) voting. Transfer of principal, notice or communication obligations Sinking Fund Installments, Purchase Price, interest and any redemption premium payments to Participants of the Securities Depository, and transfer of principal, Sinking Fund Installments, Purchase Price, interest and any redemption premium payments to Beneficial Owners of the Bonds by Participants of the Securities Depository will be the responsibility of such Participants and other nominees of such Beneficial Owners. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor Issuer and the Trustees covenant and agree to meet Trustee will not be responsible or liable for such transfers of payments or for maintaining, supervising or reviewing the requirements of a Securities Depository for records maintained by the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holdingSecurities Depository nominee, delivering its Participants or transferring persons acting through such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of Participants. While the Securities Depository with respect to actions nominee is the owner of this bond, notwithstanding the Trusteesprovision hereinabove contained, the Depositor payments of principal of, Sinking Fund Installments, if any, Purchase Price, redemption premium, if any, and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, interest on this bond shall be satisfied by the notation on the books of the Securities Depository made in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued existing arrangements among the Issuer, the Trustee and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities Depository.

Book-Entry System. Some or all of the Preferred Trust Securities may be registered in the name of a securities depository ("Securities Depository") or a nominee therefor, and held in the custody of the Securities Depository or a custodian thereofDepository. In such event, a single certificate will be issued and delivered to the Securities Depository for such Preferred Trust Securities, in which case the Owners of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities Except as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will receive, hold or deliver any certificate for Preferred Trust Securities. The Depositor, the Trustees and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Ownersvoting. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities Depository.

Book-Entry System. Some or all Notwithstanding any provision of this Indenture to the Preferred Trust Securities may contrary: The Bonds shall be initially registered in the name of a securities depository ("Cede & Co., as nominee for The Depository Trust Company as the initial Securities Depository") or a nominee therefor, and held in the custody of the Securities Depository or a custodian thereofDepository. In such event, a A single certificate will shall be issued and delivered to the Securities Depository for such Preferred Trust Securities, in which case the Owners Bonds. The actual purchasers of such Preferred Trust Securities the Bonds (the "BENEFICIAL OWNERS") will not receive physical delivery of Bond certificates for Preferred Trust Securitiesexcept as provided herein. Unless Definitive Preferred Trust So long as there exists a Securities Certificate are delivered to the Owners of Preferred Trust Securities Depository as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will the Bonds shall be made by book-entry only, and no investor or other party person purchasing, selling or otherwise transferring beneficial ownership of interests in the Preferred Trust Securities Bonds will be permitted to receive, hold or deliver any certificate for Preferred Trust SecuritiesBond certificate. The DepositorIssuer, the Trustees Company and the Paying Agent will recognize Trustee shall treat the Securities Depository or its nominee as the Holder of Preferred Trust Securities sole and exclusive Bondholder for all purposes, including paymentpayments of principal of, premium, if any, and interest on the Bonds, notices and voting and shall have no payment, notice or communication obligations to the Ownersvoting. The Administrative TrusteesIssuer and the Trustee covenant and agree, at the direction and expense of the Depositor, may from time so long as The Depository Trust Company shall continue to time appoint a serve as Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to for the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree Bonds, to meet the requirements of a Securities The Depository for the Preferred Trust Securities Company with respect to required notices and other provisions of the letter Letter of representations or agreement Representations executed by the Issuer, the Trustee and the Remarketing Agent with respect to the Bonds. The Issuer, the Trustee and the Remarketing Agent may conclusively rely upon (i) a certificate of the Securities Depository as to the identity of the Participants in the Book-Entry System with respect to the Bonds and (ii) a certificate of any such Preferred Trust SecuritiesParticipant as to the identity of, and the respective principal amount of Bonds beneficially owned by, the Beneficial Owners. Whenever Bonds remain Outstanding and the beneficial ownership of any Preferred Trust Securities is thereof must be determined through by the books of a the Securities Depository, the requirements in this Trust Agreement of Indenture for holding, delivering delivering, tendering or transferring such Preferred Trust Securities Bonds shall be deemed modified with respect to such Preferred Trust Securities require the appropriate person to meet the requirements of the Securities Depository with respect to such actions of to produce the Trustees, the Depositor and the Paying Agentsame effect. Any provisions provision hereof permitting or requiring delivery of such Preferred Trust Securities Bonds shall, while such Preferred Trust Securities the Bonds are in a bookthe Book-entry systemEntry System, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued The Trustee and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions Issuer, at the direction and expense of the Securities Depository if (a) Company and with the Securities Depository is no longer willing or able consent of the Remarketing Agent, may from time to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not time appoint a successor Securities Depository within 90 days after and enter into any agreement with such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects Securities Depository to terminate the book-entry system through the Securities Depository.establish

Book-Entry System. Some or all of the Preferred Trust Securities may be registered in the name of a securities depository ("Securities Depository") or a nominee therefor, and held in the custody of the Securities Depository or a custodian thereof. In such event, a single certificate will be issued and delivered to the Securities Depository for such Preferred Trust Securities, in which case the Owners of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities Except as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will receive, hold or deliver any certificate for Preferred Trust Securities. The Depositor, the Trustees and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Owners. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities Depository.

Book-Entry System. Some or all The Issuer has entered into an agreement with The Depository Trust Company ("DTC") for the purpose of establishing a "Book--Entry System" for the Preferred Trust Securities may Bonds. Pursuant to such agreement, Bonds will be registered in the name of a securities depository DTC, or its nominee, for the benefit of other parties ("Securities DepositoryDTC Participants") or a nominee therefor), and DTC shall agree to keep accurate records of the DTC Participants, and promptly to transfer funds received by it in payment for the Bonds to appropriate beneficiaries. The ownership interest of each actual purchaser of a Bond will be recorded in the records of the DTC Participant and each such purchaser will receive a written confirmation of the purchase providing details of the Bond acquired. Transfers of ownership will be accomplished by book entries made by DTC and, in turn, by the DTC Participant who will act on behalf of each such purchaser. Under such circumstances, purchasers will not receive certificates representing their ownership interest in the Bonds, except as otherwise specifically provided in the Indenture. The Issuer and the Trustee may treat the registered owner of each Bond as the owner thereof for all purposes, including payment of principal, interest, and redemption premium thereof, the giving of notices, and receipt of consents and direction as specified herein. DTC shall be entitled to take all action with respect to such notices and consents regarding Bonds registered in its or its nominee's name, and may take actions with respect to a portion of such Bonds so registered which are inconsistent with the actions taken with respect to other portions of the Bonds so registered. Neither the Issuer nor the Trustee is or will be responsible for the actions of DTC or anyone else in connection with the operation of the Book-Entry System. In any case where delivery of a Bond to the Trustee is required under the Indenture, such deliver shall be deemed to have been made by appropriate notation of transfer or registration on the records of DTC so long as the Book-Entry System is in effect. DTC may determine to discontinue providing its service with respect to the Bonds at any time by giving notice to the Issuer, the Obligor and the Trustee and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, the Trustee shall transfer and exchange Bond certificates to the actual purchaser of each Bond (the "Beneficial Owner"). The Beneficial Owner, upon registration of certificates held in the custody Beneficial Owner's name, will become the registered owner of the Securities Depository or a custodian thereofBonds. The Issuer may determine that continuation of the system of the book entry transfers through DTC is not in the best interests of the respective Beneficial Owners and that the Beneficial Owners shall be able to obtain Bond certificates. In such event, a single certificate will be issued and delivered to the Securities Depository for such Preferred Trust SecuritiesIssuer or DTC Participants, in which case upon the direction of the Issuer, shall notify the Beneficial Owners of the availability of Bond Certificates and the Trustee shall transfer and exchange bond certificates to such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust SecuritiesBeneficial Owners. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities as provided hereinThereafter, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership upon presentation of the Preferred Trust Securities will receiveBonds for transfer, hold the Trustee shall transfer the Bonds or deliver any certificate for Preferred Trust Securitiesportions thereof in accordance with the Indenture. The Depositor, the Trustees and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Owners. The Administrative Trustees, at the direction cost and expense of printing, preparing and delivering Bond certificates upon the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter termination of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository services of DTC shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, be satisfied borne by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities DepositoryObligor.

Book-Entry System. Some The provisions of this Section shall apply to the Certificates so long as such Certificates shall be maintained under the book-entry system with The Depository Trust Company or all any other securities depository for the Certificates appointed pursuant to this Section, or their successors (a “Securities Depository”), any other provisions of this Trust Agreement to the contrary notwithstanding. (a) The principal of and interest on the Certificates shall be payable to the Securities Depository, or registered assigns, as the registered Holder of the Preferred Trust Securities may Certificates, on each date on which the principal of or interest on the Certificates becomes due. Such payments shall be registered in made to the name of a securities depository ("Securities Depository") or a nominee therefor, and held in the custody offices of the Securities Depository specified by the Securities Depository to the State and the Trustee in writing. Without notice to or the consent of the beneficial owners of the Certificates, the State and the Securities Depository may agree in writing to make payments in a custodian thereofmanner different from that set out herein. In such event, the State shall give the Trustee notice thereof, and the Trustee shall make payments with respect to the Certificates in the manner specified in such notice as if set forth herein. Neither the State nor the Trustee shall have any obligation with respect to the transfer or crediting of the appropriate payments to any participant of any Securities Depository (a single certificate will “Participant”) or the beneficial owners of the Certificates or their nominees. (b) In the event that part but not all of any outstanding Certificate is to be issued retired (by acceleration or otherwise), the Securities Depository, in its discretion (i) may request the Trustee to authenticate and delivered deliver a new Certificate in accordance with Section 7.04 upon presentation and surrender of such Certificate to the Trustee or (ii) shall make appropriate notation on the Certificate indicating the date and amount of each principal payment, provided that payment of the final principal amount of any Certificate shall be made only upon presentation and surrender of such Certificate to the Trustee. (c) So long as the Securities Depository for such Preferred Trust Securities, in which case or its nominee is the Owners of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership registered Holder of the Preferred Trust Securities will receive, hold or deliver any certificate for Preferred Trust Securities. The DepositorCertificates, the Trustees State and the Paying Agent Trustee will recognize the Securities Depository or its nominee nominee, respectively, as the Holder of Preferred Trust Securities all of the Certificates for all purposes, including payment(without limitation) the payment of the principal of and interest on the Certificates, the giving of notices and voting and shall have no paymentany consent or direction required or permitted to be given to, notice or communication obligations to on behalf of, the Owners. The Administrative Trustees, at the direction and expense Holders of the Depositor, Certificates under this Trust Agreement. (d) The State at any time may from time to time appoint a replace any Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to as the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository depository for the Preferred Trust Securities Certificates with respect to required notices and other provisions another qualified securities depository or discontinue the maintenance of the letter of representations or agreement executed with respect Certificates under a book-entry system upon 30 days’ notice to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of the Securities Depository with respect (or such fewer number of days as shall be acceptable to actions such Securities Depository). A copy of any such notice shall be delivered promptly to the Trustee. (e) If the State discontinues the maintenance of the Trustees, Certificates under the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, be satisfied the State will issue Certificates directly to the Participants or, to the extent requested by any Participant, to the beneficial owners of Certificates as further described in this Section. The State shall make provisions to notify Participants and the beneficial owners of the Certificates, by mailing an appropriate notice to the Securities Depository, or by other means deemed appropriate by the notation State in its discretion, that it will issue Certificates directly to the Participants or, to the extent requested by any Participant, to beneficial owners of Certificates as of a date set forth in such notice, which shall be a date at least ten (10) days after the date of mailing of such notice (or such fewer number of days as shall be acceptable to the Securities Depository). In the event that Certificates are to be issued to Participants or to beneficial owners of the Certificates, the State shall promptly have prepared Certificates in certificated form registered in the names of the Participants as shown on the books records of the Securities Depository provided to the Trustee or, to the extent requested by any Participant, in the names of the beneficial owners of Certificates shown on the records of such Participant provided to the Trustee, as of the date set forth in the notice delivered in accordance with applicable state law. Definitive Preferred Trust this paragraph. (f) If the State replaces any Securities Depository as the depository for the Certificates with another qualified Securities Depository, the State will be issued and delivered issue to the Owners replacement Securities Depository Certificates registered in the name of such Preferred Trust replacement Securities in accordance with registration instructions Depository or its nominee. (g) Each Securities Depository and the Participants and the beneficial owners of the Certificates, by their acceptance of the Certificates, agree that the State and the Trustee shall have no liability for the failure of any Securities Depository if (a) to perform its obligations to any Participant or any beneficial owner of any Certificates, nor shall the Securities Depository is no longer willing State or able the Trustee be liable for the failure of any Participant or other nominee of any beneficial owner of any Certificates to properly discharge its responsibilities with respect perform any obligation that such Participant or other nominee may incur to any beneficial owner of the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities DepositoryCertificates.

Book-Entry System. Some or all of the Preferred Trust Capital Securities may be registered in the name of a securities depository ("Securities Depository") or a nominee therefor, and held in the custody of the Securities Depository or a custodian thereof. In such event, a single certificate will be issued and delivered to the Securities Depository for such Preferred Trust Capital Securities, in which case the Owners of such Preferred Trust Capital Securities will not receive physical delivery of certificates for Preferred Trust Capital Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities Except as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Capital Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Capital Securities will receive, hold or deliver any certificate for Preferred Trust Capital Securities. The Depositor, the Trustees and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Capital Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Ownersvoting. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Capital Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Capital Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Capital Securities. Whenever the beneficial ownership of any Preferred Trust Capital Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Capital Securities shall be deemed modified with respect to such Preferred Trust Capital Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Capital Securities shall, while such Preferred Trust Capital Securities are in a book-entry system, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities Depository.

Book-Entry System. Some or all (a) DTC will act as Securities Depository for the Bonds. The Bonds shall be initially issued in the form of the Preferred Trust Securities may be a single fully registered Bond registered in the name of a securities depository Cede & Co. ("Securities Depository") or a nominee therefor, and held in DTC's partnership nominee). So long as Cede & Co. is the custody Registered Owner of the Securities Depository Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or a custodian thereof. In such event, a single certificate holders or Owners of the Bonds shall mean Cede & Co. and shall not mean the beneficial owners of the Bonds. (b) The ownership interest of each of the Beneficial Owners of the Bonds will be issued and delivered to recorded through the Securities Depository for such Preferred Trust Securities, in which case the Owners records of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securitiesa DTC Participant. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities as provided herein, all transfers Transfers of beneficial ownership interests in such Preferred Trust Securities the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by book-entry onlyDTC and, and no investor or other party purchasingin turn, selling or otherwise transferring beneficial ownership by the DTC Participants who act on behalf of the Preferred Trust Securities will receiveBeneficial Owners of the Bonds. (c) With respect to Bonds registered in the name of Cede & Co., hold or deliver any certificate for Preferred Trust Securities. The Depositoras DTC's nominee, the Trustees Issuer and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting and Trustee shall have no paymentresponsibility or obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds, notice except as provided in this Indenture. Without limiting the immediately preceding sentence, the Issuer and the Trustee shall have no responsibility or communication obligations obligation with respect to (i) the Owners. The Administrative Trustees, at the direction and expense accuracy of the Depositorrecords of DTC, may from time Cede & Co. or any DTC Participant with respect to time appoint any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a Securities Depository or a successor thereto and enter into a letter Bondholder, as shown on the registration books, of representations or other agreement with such Securities Depository to establish procedures any notice with respect to the Preferred Trust Securities. Any Securities Depository shall be Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than a Clearing Agency. The Depositor and Registered Owner, as shown in the Trustees covenant and agree to meet the requirements registration books of a Securities Depository for the Preferred Trust Securities any amount with respect to required notices and principal of, premium, if any, or interest on, the Bonds. (d) Notwithstanding any other provisions of this Indenture to the letter contrary, the Issuer and the Trustee shall be entitled to treat and consider the person in whose name each Bond is registered in the registration books as the absolute owner of representations or agreement executed such Bond for the purpose of payment of principal, premium, if any, and interest with respect to such Preferred Trust Securities. Whenever Bond, for the beneficial ownership purpose of any Preferred Trust Securities is determined through the books giving notices of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified redemption and other matters with respect to such Preferred Trust Securities to meet Bond, for the requirements purpose of the Securities Depository registering transfers with respect to actions such Bond, and for all other purposes whatsoever. The Trustee shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the Trusteesrespective owners, as shown in the registration books as provided in this Indenture, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to payment of principal of, premium, if any, and interest on, the Depositor Bonds to the extent of the sum or sums so paid. (e) No person other than a Registered Owner, as shown in the registration books, shall receive a Bond certificate evidencing the obligation of the Issuer to make payments of principal, premium, if any, and the Paying Agent. interest, pursuant to this Indenture. (f) Any provisions hereof provision of this Indenture permitting or requiring the delivery of such Preferred Trust Securities Bonds shall, while such Preferred Trust Securities are the book‑entry system is in a book-entry systemeffect, be satisfied by the notation on the books of DTC or a DTC Participant, if applicable, of the Securities Depository transfer of the Beneficial Owner's interest in accordance such Bond. (g) So long as the book‑entry system is in effect, the Trustee and the Issuer shall comply with applicable state law. Definitive Preferred Trust Securities Certificates will be issued the terms of the Letter of Representations, a copy of which is attached hereto as Exhibit B and delivered made a part hereof, or an alternate Letter of Representations as required by DTC. (h) DTC may determine to discontinue providing its service with respect to the Bonds at any time by giving reasonable written notice and all relevant information on the Beneficial Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) Bonds to the Securities Depository is no longer willing Issuer or able to properly discharge the Trustee and discharging its responsibilities with respect thereto under applicable law. If there is no successor Securities Depository appointed by the Issuer, the Trustee shall authenticate and deliver Bonds to the Preferred Trust SecuritiesBeneficial Owners thereof in accordance with the information respecting the Beneficial Owners provided to the Trustee by DTC, but without any liability on the part of the Issuer or the Trustee for the accuracy of such information. The Issuer, at the direction of the Company, may determine not to continue participation in the system of book entry transfers through DTC (or a successor Securities Depository) at any time by giving reasonable written notice to DTC (or a successor Securities Depository) and the Trustee. In such event, the Issuer shall execute and deliver to the Trustee, and the Depositor does not appoint a successor Securities Depository within 90 days after Trustee shall authenticate and deliver the Bonds to the Beneficial Owners thereof in accordance with the information respecting the Beneficial Owners provided to the Trustee by DTC, but without any liability on the part of the Issuer or the Trustee for the accuracy of such discontinuance, information. The Chair or (b) Vice-Chair of the Depositor at its option advises Issuer are hereby authorized to execute any additional Letter of Representations or similar document necessary from time to time to continue or provide for the Trustees in writing that it elects to terminate the book-entry system through the Securities DepositoryDTC book‑entry system.

Book-Entry System. Some (a) Anything in this Indenture to the contrary notwithstanding, any Bond may be authorized and issued as a Book-Entry Bond. (b) For all purposes of this Indenture, the Owner of a Book-Entry Bond shall be the Securities Depository therefor and neither the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent nor the Registrar shall have any responsibility or all obligation to the beneficial owner of such Bond or to any direct or indirect participant in such Securities Depository, except as expressly provided in this Indenture. Without limiting the generality of the Preferred Trust Securities may be registered in foregoing, neither the name Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent nor the Registrar shall have any responsibility or obligation to any such participant or to the beneficial owner of a securities depository Book-Entry Bond with respect to ("Securities Depository"i) or a nominee therefor, and held in the custody accuracy of the records of the Securities Depository or a custodian any participant with respect to any beneficial ownership interest in such Bond, (ii) the delivery to any participant of the Securities Depository, the beneficial owner of such Bond or any other person, other than the Securities Depository, of any notice with respect to such Bond, including any notice of the redemption or purchase thereof, or (iii) the payment to any participant of the Securities Depository, the beneficial owner of such Bond or any other person, other than the Securities Depository, of any amount with respect to the principal, redemption price, if applicable, or purchase price of, or interest on, such Bond. In such eventThe Issuer, a single certificate will be issued the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and delivered to the Registrar may treat the Securities Depository for such Preferred Trust Securities, in which case the Owners of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry onlytherefor as, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will receive, hold or deliver any certificate for Preferred Trust Securities. The Depositor, the Trustees and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Owners. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with deem such Securities Depository to establish procedures with respect to be, the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements absolute owner of a Securities Depository Book-Entry Bond for the Preferred Trust Securities with respect to required notices and other provisions all purposes whatsoever, including, but not limited to, (1) payment of the letter principal, redemption price, if applicable, or purchase price of, and interest on, such Bond, (2) giving notices of representations redemption or agreement executed purchase and of other matters with respect to such Preferred Trust SecuritiesBond, (3) registering transfers with respect to such Bond as permitted hereby and (4) except as expressly provided in this Indenture, giving to the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent or the Registrar any notice, consent, request or demand pursuant to the Indenture for any purpose whatsoever. Whenever The Trustee, acting as Paying Agent, shall pay the beneficial ownership principal or redemption price, if applicable, of, and interest on, a Book-Entry Bond, and the Trustee, acting as Tender Agent, shall pay the purchase price of any Preferred Trust a Book-Entry Bond, only to or upon the order of the Securities is determined through Depository therefor, and all such payments shall be valid and effective to satisfy fully and discharge the books Issuer's obligations with respect to such principal or redemption price or purchase price, and interest, to the extent of the sum or sums so paid. Except as otherwise provided in subsection (d) of this Section 2.13, no person other than the Securities Depository shall receive a Bond or other instrument evidencing the Issuer's obligation to make payments of the principal, redemption price or purchase price thereof, and interest thereon. (c) The Issuer, by notice to the Trustee, the Paying Agent, the Tender Agent, the Registrar, the Remarketing Agent, if any, and a Securities Depository, may, with the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements prior written consent of the Borrower, and shall, at the written direction of an Authorized Borrower Representative, terminate the services of such Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of Book-Entry Bonds for which such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to serves as securities depository if the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if Issuer determines that (ai) the Securities Depository is no longer willing or able unable to properly discharge its responsibilities with respect to such Bond or (ii) a continuation of the Preferred Trust Securities, and requirement that all of the Depositor does not appoint a successor Bonds issued as Book-Entry Bonds be registered in the registration books of the Issuer kept by the Trustee in the name of the Securities Depository within 90 days after is not in the best interests of the beneficial owners of such discontinuanceBonds or of the Issuer. (d) Upon the termination of the services of a Securities Depository with respect to a Book-Entry Bond pursuant to clause (ii) of subsection (c) of this Section 2.13, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities Depository.such