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 The Issuer has determined that the Bonds may be held by a central depository system pursuant to an agreement between the Issuer and The Depository Trust Company, and have transfers of the Preferred Bonds effected by book-entry on the books of the central depository system. The Bonds shall be initially issued in the form of a separate single authenticated fully registered Bond for the aggregate principal amount of each separate maturity of the Bonds. Upon initial issuance, the ownership of such Bonds shall be registered in the register kept by the Registrar in the name of CEDE & CO., as nominee of The Depository Trust Securities Company. Notwithstanding any other provision hereof to the contrary, so long as any Series 20 Bond is registered in the name of CEDE & CO. as nominee of the Depository Trust Company, all payments with respect to the principal of and premium, if any, and interest on such 20 Bond and all notices with respect to such Series 20 Bond shall be made and given, respectively, to the Depository Trust Company as provided in a representation letter from the Issuer to the Depository Trust Company. With respect to the Bonds registered in the register kept by the Paying Agent in the name of CEDE & CO., as nominee of The Depository Trust Company, the Issuer and the Paying Agent shall have no responsibility or obligation to any other holders or owners (including any beneficial owner (“Beneficial Owner”), of the Bonds with respect to (i) the accuracy of the records of The Depository Trust Company, CEDE & CO., or any Beneficial Owner with respect to ownership questions, (ii) the delivery to any bondholder (including any Beneficial Owner) or any other person, other than The Depository Trust Company, of any notice with respect to the Bonds including any notice of redemption, or (iii) the payment to any Bondholder (including any Beneficial Owner) or any other person, other than The Depository Trust Company, of any amount with respect to the principal of, or premium, if any, or interest on the Bonds except as otherwise provided herein. No person other than The Depository Trust Company shall receive an authenticated Bond evidencing an obligation of the Issuer to make payments of the principal of and premium, if any, and interest on the Bonds pursuant to the Indenture. The Issuer and the Registrar and Paying Agent may treat as and deem The Depository Trust Company or CEDE & CO. to be the absolute bondholder of each of the Bonds for the purpose of (i) payment of the principal of and premium, if any, and interest on such Bonds; (ii) giving notices of redemption and other notices permitted to be given to Bondholders with respect to such Bonds; (iii) registering transfers with respect to such Bonds; (iv) obtaining any consent or other action required or permitted to be taken of or by Bondholders; (v) voting; and (vi) for all other purposes whatsoever. The Paying Agent shall pay all principal of and premium, if any, and interest on the Bonds only to or upon the order of The Depository Trust Company, and all such payments shall be valid and effective fully to satisfy and discharge the Issuer’s and the Paying Agent’s obligations with respect to principal of and premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. Upon delivery by The Depository Trust Company to the Issuer of written notice to the effect that The Depository Trust Company has determined to substitute a new nominee in place of CEDE & CO., and subject to the provisions herein with respect to consents, the words “CEDE & CO.” in this Indenture shall refer to such new nominee of The Depository Trust Company. Notwithstanding any other provision hereof to the contrary, so long as any Bond is registered in the name of CEDE & CO. as nominee of The Depository Trust Company, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, to The Depository Trust Company as provided in a representation letter from the Issuer to The Depository Trust Company. Upon receipt by the Issuer of written notice from The Depository Trust Company to the effect that The Depository Trust Company is unable or unwilling to discharge its responsibilities and no substitute depository willing to undertake the functions of The Depository Trust Company hereunder can be found which is willing and able to undertake such functions upon reasonable and customary terms, then the Bonds shall no longer be restricted to being registered in the register of the Issuer kept by the Registrar in the name of CEDE & CO., as nominee of The Depository Trust Company, but may be registered in whatever name or names the Bondholders transferring or exchanging Bonds shall designate, in accordance with the provisions of the Indenture. If the Issuer determines that it is in the best interest of the Bondholders that they be able to obtain certificates for the fully registered Bonds, the Issuer may notify The Depository Trust Company and the Registrar, whereupon The Depository Trust Company will notify the Beneficial Owners of the availability through The Depository Trust Company of certificates for the Bonds. In such event, the Registrar shall prepare, authenticate, transfer and exchange certificates for the Bonds as requested by The Depository Trust Company and any Beneficial Owners in appropriate amounts, and whenever The Depository Trust Company requests the Issuer and the Registrar to do so, the Registrar and the Issuer will cooperate with The Depository Trust Company by taking appropriate action after reasonable notice (i) to make available one or more separate certificates evidencing the fully registered Bonds of any Beneficial Owner’s Depository Trust Company account or (ii) to arrange for another securities depository to maintain custody of certificates for and evidencing the Bonds. If the Bonds shall no longer be restricted to being registered in the name of a securities depository trust company, the Registrar shall cause the Bonds to be printed in blank in such number as the Registrar shall determine to be necessary or customary; provided, however, that the Registrar shall not be required to have such Bonds printed until it shall have received from the Issuer indemnification for all costs and expenses associated with such printing. In connection with any notice or other communication to be provided to Bondholders by the Issuer or the Registrar with respect to any consent or other action to be taken by Bondholders, the Issuer or the Registrar, as the case may be, shall establish a record date for such consent or other action and give The Depository Trust Company notice of such record date not less than fifteen ("Securities Depository"15) or a nominee therefor, and held calendar days in advance of such record date to the extent possible. So long as the Bonds are registered in the custody name of The Depository Trust Company or CEDE & CO. or any substitute nominee, the Issuer and the Registrar and Paying Agent shall be entitled to request and to rely upon a certificate or other written representation from the Beneficial Owners of the Securities Bonds or from The 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 Company on behalf of such Preferred Trust Securities will not receive physical delivery Beneficial Owners stating the amount 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 their respective beneficial ownership interests in the Bonds and setting forth the consent, advice, direction, demand or vote of the Beneficial Owners as of a record date selected by the Registrar and The Depository Trust Company, to the same extent as if such Preferred Trust Securities will be consent, advice, direction, demand or vote were made by book-entry onlythe Bondholders for purposes of this Indenture and the Issuer and the Registrar and Paying Agent shall for such purposes treat the Beneficial Owners as the Bondholders. Along with any such certificate or representation, the Registrar may request The Depository Trust Company to deliver, or cause to be delivered, to the Registrar a list of all Beneficial Owners of the Bonds, together with the dollar amount of each Beneficial Owner’s interest in the Bonds and the current addresses of such Beneficial Owners. If the Book Entry System is no investor longer in effect, registered owners of Bonds may, upon surrender thereof at the principal corporate trust office of the Trustee with a written instrument of transfer satisfactory to the Trustee, exchange a Bond or Bonds for a Bond or Bonds of equal aggregate principal amount of the same maturity and interest rate of any authorized denominations. For every exchange or transfer of Bonds, the Trustee may make a charge sufficient to reimburse it for any tax, fee 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 governmental charge required 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 paid with respect to such Preferred Trust Securitiesexchange or transfer, which shall be paid by the person requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. Whenever The cost of preparing each new Bond upon each exchange or transfer, and any other expenses of the beneficial ownership Trustee incurred in connection therewith (except any applicable tax, fee or other governmental charge) shall be paid by the Issuer. The Trustee shall not be obliged to make any transfer or exchange 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 Bond called for redemption within thirty days 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 Depositoryredemption date.

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 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 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 Notwithstanding anything to the contrary herein, so long as the Series 2020 Bonds are being held under a book-entry system pursuant to this Section 3.18, transfers of beneficial ownership of such Bonds will be effected pursuant to rules and procedures established by the Securities Depository. The Series 2020 Bonds shall be initially issued under a book-entry system and shall be held thereunder except as provided in this Section 3.18. The Series 2020 Bonds shall be initially issued in the form of a separate, authenticated, fully registered Series 2020 Bond for each maturity in a principal amount equal to the amount of such maturity, and shall be registered on the Register in the name of the Preferred Securities Depository Nominee. So long as the book-entry system is in effect, the Securities Depository Nominee will be recognized as the Holder of the Series 2020 Bonds for the purposes of (i) paying the principal of, premium, if any, or interest on the Series 2020 Bonds, (ii) selecting the Series 2020 Bonds or portions thereof to be redeemed, (iii) giving any notice permitted or required to be given to Holders under this Trust Agreement, (iv) registering the transfer of Series 2020 Bonds, and (v) requesting any consent or other action to be taken by the Holders, and for all other purposes whatsoever, and neither the Trustee nor the Corporation shall be affected by any notice to the contrary. Neither the Trustee nor the Corporation shall have any responsibility or obligation to any Participant, any beneficial owner of Series 2020 Bonds or any other person claiming a beneficial ownership interest in the Series 2020 Bonds under or through the Securities Depository or any Participant, or any other person which is not shown on the Register as being a Holder of Series 2020 Bonds with respect to (i) the accuracy of any records maintained by the Securities Depository or any Participant, (ii) the payment to the Securities Depository, any Participant or any beneficial owner of Series 2020 Bonds of any amount in respect of the principal of, premium, if any, or interest on the Series 2020 Bonds, (iii) any notice which is permitted or required to be given to Holders under this Trust Agreement, (iv) the selection by the Securities Depository or any Participant or any other person to receive payment in the event of a partial redemption of the Series 2020 Bonds or (v) any other action taken by the Securities Depository as Holder of the Series 2020 Bonds. The Trustee shall pay all principal of and premium, if any, and interest on the Series 2020 Bonds only to the Securities Depository or the Securities Depository Nominee, as the case may be, and all such payments shall be valid and effectual to fully satisfy and discharge the obligations with respect to the principal of and premium, if any, and interest on the Series 2020 Bonds to the extent of the sum or sums so paid. The Securities Depository may determine to discontinue providing its services as such with respect to the Series 2020 Bonds at any time by giving notice to the Corporation and the Trustee and discharging its responsibilities with respect thereto under applicable laws. In such event, the Corporation shall either (i) engage the services of another Securities Depository or (ii) deliver physical Series 2020 Bonds in the manner described below. In the event the book-entry system is discontinued or terminated with respect to the Series 2020 Bonds, and no other Securities Depository is named, then the Corporation shall notify the Trustee of such event and the Securities Depository shall immediately notify the Participants of the availability, through the Securities Depository, of physical Series 2020 Bonds. In such event, the Corporation shall execute and the Trustee shall authenticate, register and deliver physical Series 2020 Bonds as requested by the Securities Depository or any Participant or beneficial owner of Series 2020 Bonds in appropriate authorized denominations in exchange for the Series 2020 Bonds 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 thereofNominee. In such event, a single certificate will be issued and delivered Notwithstanding any other provision of this Trust Agreement to the contrary, so long as the Series 2020 Bonds are registered in the name of Cede & Co., as 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 hereinNominee, 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 payments with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor principal of, premium, if any, 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 interest on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued Series 2020 Bonds 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 all notices with respect to the Preferred Series 2020 Bonds shall be made and given, respectively, to The Depository Trust SecuritiesCompany, New York, New York, as provided in the representation letter. In connection with any notice or other communication to be provided to the Holders by the Corporation or the Trustee with respect to any consent or other action to be taken by the Holders, the Corporation or the Trustee, as the case may be, shall establish a record date for such consent or other action and give the Depositor does not appoint a successor Securities Depository within 90 notice of such record date not less than 15 days after in advance of such discontinuance, or (b) record date to the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities Depositoryextent possible.

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 (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 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 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 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.

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 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 (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 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 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 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 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 Borrower may make appropriate arrangements for the Bonds (or all of the Preferred Trust Securities may any portion thereof) to be registered in the name issued or held by means of a securities depository book-entry system administered by DTC with no physical distribution of Bonds made to the public ("Securities Depository") other than those Bonds, if any, not held under such book-entry system). References in this SECTION 206 to a Bond or a nominee therefor, and the Bonds shall be construed to mean the Bond or the Bonds that are held in under the custody of the Securities Depository or a custodian thereofbook-entry system. In such event, a single certificate will one Bond of each maturity shall be issued to DTC and delivered to immobilized in its custody. A book-entry system shall be employed, evidencing ownership of the Securities Depository for such Preferred Trust SecuritiesBonds in Authorized Denominations, 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 with transfers of beneficial ownership effected on the records of DTC and the DTC Participants pursuant to rules and procedures established by DTC. Each DTC Participant shall be credited in the records of DTC with the amount of such DTC Participant's interest in the Bonds. Beneficial ownership interests in the bonds may be purchased by or through DTC Participants. The holders of these beneficial ownership interests are hereinafter referred to as the "Beneficial Owners." The Beneficial Owners shall not receive Bonds representing their beneficial ownership interests. The ownership interests of each Beneficial Owner shall be recorded through the records of the DTC Participant from which such Preferred Trust Securities will Beneficial Owner purchased its Bonds. Transfers of Ownership interests in the Bonds shall be accomplished by book entries made by book-entry onlyDTC and, in turn, by DTC Participants acting on behalf of Beneficial Owners. SO LONG AS CEDE & CO., AS NOMINEE FOR DTC, IS THE REGISTERED OWNER OF THE BONDS, THE TRUSTEE SHALL TREAT CEDE & CO. AS THE ONLY HOLDER OF THE BONDS FOR ALL PURPOSES UNDER THIS INDENTURE, INCLUDING RECEIPT OF ALL PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE BONDS, RECEIPT OF NOTICES, VOTING AND REQUESTING OR DIRECTING THE TRUSTEE TO TAKE OR NOT TO TAKE, OR CONSENTING TO, CERTAIN ACTIONS UNDER THIS INDENTURE. Payments of principal, interest, premium, if any, and no investor or other party purchasingpurchase price with respect to the Bonds, selling or otherwise transferring beneficial ownership so long as DTC is the only owner of the Preferred Trust Securities will receiveBonds, hold shall be paid by the Trustee directly to DTC or deliver any certificate for Preferred Trust Securities. The Depositorits nominee, Cede & Co. as provided in the Letter of Representations dated May 10, 2000, from the Issuer, the Trustees Remarketing Agent and the Trustee in its capacities as such and as Tender Agent and 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 DTC with respect to the Bonds. DTC shall remit such payments to DTC Participants, and such payments thereafter shall be paid by DTC Participants to the Beneficial Owners. The Administrative TrusteesIssuer, at the direction Borrower, the Tender Agent and expense the Trustee shall not be responsible or liable for payment by DTC or DTC Participants, for sending transaction statements or for maintaining, supervising or reviewing records maintained by DTC or DTC Participants. Notwithstanding anything to the contrary contained in this Indenture, for so long as Cede & Co. is the sole registered owner of the DepositorBonds, may all tenders and deliveries of Bonds under the provisions of this Indenture shall be made pursuant to DTC's procedures in effect from time to time appoint a Securities Depository and none of the Issuer, the Trustee, the Tender Agent or a successor thereto and enter into a letter of representations the Remarketing Agent shall have any responsibility for or other agreement with such Securities Depository to establish procedures liability with respect to the Preferred Trust Securitiesimplementation of such procedures. Any Securities Depository shall be a Clearing Agency. The Depositor In the event that (1) DTC determines not to continue to act as securities depository for the Bonds of any Series or (2) the Borrower, with the consent of the Trustee and the Trustees covenant and agree to meet Remarketing Agent, determines that the requirements continuation 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 of evidence and transfer of ownership of the Securities DepositoryBonds would adversely affect its interests or the interests of the Beneficial Owners of the Bonds, the Issuer shall, at the request of the Borrower or the Trustee, discontinue the book-entry system with DTC with respect to the Bonds. If the Borrower fails to identify another qualified securities depository to replace DTC, the Trustee shall authenticate and deliver replacement Bonds in the form of fully registered Bonds pursuant to the written instructions of DTC. The securities depository may be removed at any time at the election of the Remarketing Agent, with the consent of the Trustee, and a new securities depository may thereupon be appointed by the Remarketing Agent with the consent of the Trustee.

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 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 (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 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 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 (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 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 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") 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 or all (a) Notwithstanding the foregoing provisions of this Article II, the Bonds shall initially be issued in the form of one typewritten fully registered Bond, without coupons, for the aggregate principal amount of the Preferred Trust Securities may Bonds, which Bonds shall be registered in the name of CEDE & CO. as nominee of DTC. Except as provided in Section 2.11(g), all Bonds shall be registered in the registration books kept by the Bond Registrar in the name of CEDE & CO., as nominee of DTC; provided that if DTC shall request that the Bonds be registered in the name of a securities depository ("Securities Depository") different nominee, the Trustee shall exchange all or a nominee therefor, and held any portion of the Bonds for an equal aggregate principal amount of Bonds registered 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 name of such Preferred Trust Securities will not nominee or nominees of DTC. No Person other than DTC or its nominee shall be entitled to receive physical delivery from the Issuer or the Trustee either a Bond or any other evidence 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 receiveBonds, hold or deliver any certificate right to receive any payment in respect thereof unless DTC or its nominee shall transfer record ownership of all or any portion of the Bonds on the registration books maintained by the Bond Registrar, in connection with discontinuing the book entry system as provided in Section 2.11(g) or otherwise. (b) So long as the Bonds or any portion thereof are registered in the name of DTC or any nominee thereof, all payments of the principal, purchase price or redemption price of or interest on such Bonds shall be made to DTC or its nominee in same day funds on the dates provided for Preferred Trust Securitiessuch payments under this Indenture. The DepositorEach such payment to DTC or its nominee shall be valid and effective to fully discharge all liability of the Issuer or the Trustee with respect to the principal or redemption price of or interest on the Bonds to the extent of the sum or sums so paid. In the event of the redemption of less than all of the Bonds Outstanding, the Trustees Trustee shall not require surrender by DTC or its nominee of the Bonds so redeemed, but DTC or its nominee may retain such Bonds and make an appropriate notation on the Bond certificate as to the amount of such partial redemption; provided that, in each case the Trustee shall request, and DTC shall deliver to the Trustee, a written confirmation of such partial redemption and thereafter the records maintained by the Trustee shall be conclusive as to the amount of the Bonds which have been redeemed. (c) The Issuer, the Trustee and the Paying Agent will recognize the Securities Depository Company may treat DTC or its nominee as the Holder sole and exclusive owner of Preferred Trust Securities the Bonds registered in its name for the purposes of payment of the principal or redemption price of, purchase price of, or interest on the Bonds, selecting the Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to Bondholders under this Indenture, registering the transfer of Bonds, obtaining any consent or other action to be taken by Bondholders and for all purposesother purposes whatsoever; and none of the Issuer, including paymentthe Trustee or the Company shall be affected by any notice to the contrary. None of the Issuer, notices and voting and the Trustee or the Company shall have no paymentany responsibility or obligation to any participant in DTC, any Person claiming a beneficial ownership interest in the Bonds under or through DTC or any such participant, or any other Person which is not shown on the registration books of the Trustee as being a Bondholder, with respect to any of the following: (i) the Bonds; or (ii) the accuracy of any records maintained by DTC or any such participant; or (iii) the payment by DTC or any such participant of any amount in respect of the principal or redemption price of, purchase price of, or interest on, the Bonds; or (iv) the delivery to any such participant or any Person claiming a beneficial ownership interest in the Bonds of any notice which is permitted or required to be given to Bondholders under this Indenture; or (v) the selection by DTC or any such participant of any Person to receive payment in the event of a partial redemption of the Bonds; or (vi) any consent given or other action taken by DTC as Bondholder. (d) So long as the Bonds or any portion thereof are registered in the name of DTC or any nominee thereof, all notices required or permitted to be given to the Bondholders under this Indenture shall be given to DTC as provided in the Representation Letter in such form as is acceptable to the Trustee, the Issuer, the Company and DTC. (e) In connection with any notice or other communication obligations to be provided to Bondholders pursuant to this Indenture by the Issuer or the Trustee with respect to any consent or other action to be taken by Bondholders, DTC shall consider the date of receipt of notice requesting such consent or other action as the record date for such consent or other action, unless the Issuer or the Trustee has established a special record date for such consent or other action. The Issuer or the Trustee shall give DTC notice of such special record date not fewer than fifteen (15) calendar days in advance of such special record date to the Owners. The Administrative Trustees, at extent possible. (f) At or prior to the direction and expense issuance of the DepositorBonds, may the Issuer and the Trustee have executed the applicable Representation Letter. Any successor Trustee shall, in its written acceptance of its duties under this Indenture, agree to take any actions necessary from time to time appoint a Securities Depository or a successor thereto and enter into a letter to comply with the requirements of representations or other agreement with such Securities Depository to establish procedures the Representation Letter. (g) Except with respect to the Preferred Trust SecuritiesDutch Auction Rate (in which case the provisions of Section 2.12(g) control), the Book-Entry System for registration of the ownership of the Bonds may be discontinued at any time if: (A) The Issuer, the Company or the Remarketing Agent receive written notice from DTC to the effect that (1) a continuation of the requirement that all of the Bonds outstanding be registered in the registration books kept by the Trustee, as bond registrar, in the name of Cede & Co., as nominee of DTC, is not in the best interest of the beneficial owners of the Bonds, or (2) DTC is unable or unwilling to discharge its responsibilities and no substitute depository willing to undertake the functions of DTC hereunder is found which is willing and able to undertake such functions upon reasonable and customary terms; or (B) The Trustee receives written notice from Participants (as defined by DTC rules) representing interests in the required percentage under DTC rules of the Bonds outstanding, as shown on the records of DTC (and certified to such effect by DTC), that the continuation of the Book-Entry System is either no longer desirable or is no longer in the best interest of the beneficial owners of the Bonds. Any Securities Depository Upon occurrence of either such event, the Issuer may, at the request of the Company, attempt to establish a securities depository book-entry relationship with another securities depository. If the Issuer does not do so, or is unable to do so, and after the Issuer has notified DTC and upon surrender to the Trustee of the Bonds held by DTC, the Issuer will issue and the Trustee will authenticate and deliver the Bonds in registered certificate form in authorized denominations, at the expense of the Company, to such Persons, and in such maturities and principal amounts, as may be designated by DTC, but without any liability on the part of the Issuer, the Company or the Trustee for the accuracy of such designation. Whenever DTC requests the Issuer or the Trustee to do so, the Issuer or the Trustee shall cooperate with DTC in taking appropriate action after reasonable notice to arrange for another securities depository to maintain custody of certificates evidencing the Bonds. (h) Anything herein to the contrary notwithstanding, so long as any Bonds are registered in the name of DTC or any nominee thereof, in connection with any purchase of Bonds upon the demand of an owner, a beneficial owner of such Bonds must give notice of its election to have its Bonds purchased, through its participant, to the Tender Agent, and shall effect delivery of the Bonds by causing DTC’s direct participant to transfer the participant’s interest in the Bonds on DTC’s records to the Tender Agent. The requirement for physical delivery of the Bonds in connection with a demand for purchase or a mandatory purchase will be deemed satisfied when the ownership rights in the Bonds are transferred by direct participants on DTC’s records. (i) Upon any purchase of the Bonds in accordance with the terms hereof, payment of the purchase price shall be a Clearing Agencymade to DTC and no surrender of certificates shall be required. The Depositor Such sales shall be made through DTC participants (including the Remarketing Agent) and the Trustees covenant new beneficial owners of such Bonds shall not receive delivery of Bond certificates. DTC shall transmit payments to DTC participants, and agree DTC participants shall transmit payments to meet beneficial owners whose Bonds were purchased pursuant to a remarketing. Neither the requirements Issuer, the Trustee nor the Remarketing Agent is responsible for transfers of payments to DTC participants or beneficial owners. In the event of the purchase of less than all of the Bonds Outstanding, the Trustee shall not require surrender by DTC or its nominee of the Bonds so purchased for transfer, but DTC or its nominee may retain such Bonds and make an appropriate notation on its records; provided that, in each case, DTC shall deliver to the Trustee, a Securities Depository for written confirmation of such purchase. (j) The provisions of this Section 2.11 are further subject to the Preferred Trust Securities with respect provisions of Article V relating to required notices Pledged Bonds and other the 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 DepositoryRepresentation Letter.

Book-Entry System. Some The Issuer may make appropriate arrangements for the Bonds (or all of the Preferred Trust Securities may any portion thereof) to be registered in the name issued or held by means of a securities depository book-entry system administered by DTC with no physical distribution of Bonds made to the public ("Securities Depository") other than those Bonds, if any, not held under such book-entry system). References in this Section 206 to a Bond or a nominee therefor, and the Bonds shall be construed to mean the Bond or the Bonds that are held in under the custody of the Securities Depository or a custodian thereofbook-entry system. In such event, a single certificate will one Bond of each maturity shall be issued to DTC and delivered to immobilized in its custody. A book-entry system shall be employed, evidencing ownership of the Securities Depository for such Preferred Trust SecuritiesBonds in Authorized Denominations, 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 with transfers of beneficial ownership effected on the records of DTC and the DTC Participants pursuant to rules and procedures established by DTC. Each DTC Participant shall be credited in the records of DTC with the amount of such DTC Participant's interest in the Bonds. Beneficial ownership interests in the Bonds may be purchased by or through DTC Participants. The holders of these beneficial ownership interests are hereinafter referred to as the "Beneficial Owners." The Beneficial Owners shall not receive Bonds representing their beneficial ownership interests. The ownership interests of each Beneficial Owner shall be recorded through the records of the DTC Participant from which such Preferred Trust Securities will Beneficial Owner purchased its Bonds. Transfers of ownership interests in the Bonds shall be accomplished by book entries made by book-entry onlyDTC and, in turn, by DTC Participants acting on behalf of Beneficial Owners. SO LONG AS CEDE & CO., AS NOMINEE FOR DTC, IS THE REGISTERED OWNER OF THE BONDS, THE TRUSTEE SHALL TREAT CEDE & CO. AS THE ONLY HOLDER OF THE BONDS FOR ALL PURPOSES UNDER THIS INDENTURE, INCLUDING RECEIPT OF ALL PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE BONDS, RECEIPT OF NOTICES, VOTING AND REQUESTING OR DIRECTING THE TRUSTEE TO TAKE OR NOT TO TAKE, OR CONSENTING TO, CERTAIN ACTIONS UNDER THIS INDENTURE. Payments of principal, interest, premium, if any, 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 purchase price with respect to the Preferred Trust Securities. Any Securities Depository Bonds, so long as DTC is the only owner of the Bonds, shall be a Clearing Agency. The Depositor paid by the Trustee directly to DTC or its nominee, Cede & Co. as provided in the Letter of Representation from the Issuer, the Remarketing Agents and the Trustees covenant Trustee and agree as Tender Agent and Paying Agent to meet DTC (the requirements "Letter 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 (aRepresentation") the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust SecuritiesBonds. DTC shall remit such payments to DTC Participants, and such payments thereafter shall be paid by DTC Participants to the Depositor does Beneficial Owners. The Issuer, the Tender Agent and the Trustee shall not appoint a successor Securities Depository within 90 days after such discontinuancebe responsible or liable for payment by DTC or DTC Participants, 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.for sending transaction

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 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 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 (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

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.