Common use of Book-Entry System Clause in Contracts

Book-Entry System. (a) DTC will act as Securities Depository for the Bonds. The Bonds shall be initially issued in the form of a single fully registered Bond registered in the name of Cede & Co. (DTC’s partnership nominee). So long as Cede & Co. is the Registered Owner of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or 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 recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners of the Bonds. (c) With respect to Bonds registered in the name of Cede & Co., DTC’s partnership nominee, the Issuer and the Trustee shall have no responsibility or obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Issuer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a Bondholder, as shown on the registration books, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than a Registered Owner, as shown in the registration books of any amount with respect to principal of, premium, if any, or interest on, the Bonds. (d) Notwithstanding any other provisions of this Indenture to the 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 such Bond for the purpose of payment of principal, premium, if any, and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to 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 respective 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 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 interest, pursuant to this Indenture. (f) Any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of DTC or a DTC Participant, if applicable, of the transfer of the Beneficial Owner’s interest in such Bond. (g) 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 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. (a) DTC 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 act as be effected pursuant to rules and procedures established by the Securities Depository for the BondsDepository. 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 single 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 Cede & Co. (DTC’s partnership nominee)the Securities Depository Nominee. So long as Cede & Co. is the Registered Owner of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or 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 recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners of the Bonds. (c) With respect to Bonds registered in the name of Cede & Co., DTC’s partnership nominee, the Issuer and the Trustee shall have no responsibility or obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Issuer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a Bondholder, as shown on the registration books, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than a Registered Owner, as shown in the registration books of any amount with respect to principal of, premium, if any, or interest on, the Bonds. (d) Notwithstanding any other provisions of this Indenture to the 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 such Bond for the purpose of payment of principal, premium, if any, and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to 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 respective 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 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 interest, pursuant to this Indenture. (f) Any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of DTC or a DTC Participant, if applicable, of the transfer of the Beneficial Owner’s interest in such Bond. (g) So long as the book-entry system is in effect, the Trustee and Securities Depository Nominee will be recognized as the Issuer shall comply with the terms Holder of the Letter Series 2020 Bonds for the purposes of Representations(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 copy of beneficial ownership interest in the Series 2020 Bonds under or through the Securities Depository or any Participant, or any other person which is attached hereto not shown on the Register as Exhibit B and made being a part hereofHolder 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 an alternate Letter 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 Representations a partial redemption of the Series 2020 Bonds or (v) any other action taken by the Securities Depository as required by DTC. (h) DTC 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 service services as such with respect to the Series 2020 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, Corporation and the Trustee shall authenticate and deliver Bonds to the Beneficial Owners thereof in accordance discharging its responsibilities 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 Trusteerespect thereto under applicable laws. In such event, the Issuer 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 deliver to the Trustee, and the Trustee shall authenticate 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 the Securities Depository Nominee. Notwithstanding any other provision of this Trust Agreement to the Beneficial Owners thereof contrary, so long as the Series 2020 Bonds are registered in accordance the name of Cede & Co., as Securities Depository Nominee, all payments with respect to the information respecting principal of, premium, if any, and interest on the Beneficial Owners Series 2020 Bonds and all notices with respect to the Series 2020 Bonds shall be made and given, respectively, to The Depository Trust Company, New York, New York, as provided in the representation letter. In connection with any notice or other communication to be provided to the Trustee Holders by DTC, but without any liability on the part of the Issuer 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 accuracy Securities Depository notice of such information. The Chairman or Vice Chairman record date not less than 15 days in advance of such record date to 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 systemextent possible.

Book-Entry System. (a1) DTC will act Except as Securities provided in subparagraph 3 of this Section 206, the registered owner of all of the Bonds shall be and the Bonds shall be registered in the name of Cede & Co. (“Cede”), as nominee of The Depository Trust Company (“DTC”). Payment of semi-annual interest for any Bonds shall be made in Federal or equivalent same day funds to the account of Cede on the interest payment date for the Bonds. Bonds at the address indicated for Cede in the registry books of the Agency kept by the Trustee. (2) The Bonds shall be initially issued in the form of a separate single fully registered bond in the amount of each separate stated maturity of the Bonds. Upon initial issuance, the ownership of such Bond shall be registered in the registry books of the Agency kept by the Trustee in the name of Cede & Co. (DTC’s partnership nominee). So long as Cede & Co. is the Registered Owner of the BondsCede, as nominee of DTC, references herein to Registered Owners, Bondholders or 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 recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners of the Bonds. (c) With respect to Bonds registered in the registry books kept by the Trustee in the name of Cede & Co.Cede, as nominee of DTC’s partnership nominee, the Issuer Agency and the The Trustee shall have no responsibility or obligation to any participant of DTC Participant (a “Participant”) or to any person on behalf of for whom such a DTC Participant holds acquires an interest in the Bonds, except as provided in this IndentureBonds (a “Beneficial Owner”). Without limiting the immediately preceding sentence, the Issuer Agency and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant Participant, any Beneficial Owner or any other person, other than a Bondholder, as shown on the registration booksDTC, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant Participant, any Beneficial Owner or any other person, other than a Registered OwnerDTC, as shown in the registration books of any amount with respect to the principal of, or premium, if any, or interest on, on the Bonds. (d) Notwithstanding any other provisions of this Indenture to the contrary, the Issuer . The Agency and the Trustee shall may treat as and deem DTC to be entitled to treat and consider the person in whose name each Bond is registered in the registration books as the absolute owner of such each Bond for the purpose of payment of principal, the principal of and premium, if any, and interest with respect to on such BondBonds, for the purpose of giving notices of redemption and other matters with respect to such BondBonds, for the purpose of registering transfers with respect to such BondBonds, and for all other purposes whatsoever. The Trustee shall pay all principal of, of and premium, if any, and interest on the Bonds only to or upon the order of the respective owners, as shown in the registration books as provided in this Indenture, or their respective attorneys duly authorized in writingDTC, and all such payments shall be valid and effective to fully satisfy and discharge the IssuerAgency’s obligations with respect to payment the principal of principal of, and premium, if any, and interest on, on the Bonds to the extent of the sum or sums so paid. (e) . Pursuant to Section 307 of the General Resolution, payments of principal may be made without requiring the surrender of the Bonds, and the Agency and the Trustee shall not be liable for the failure of DTC or any successor thereto to properly indicate on the Bonds the payment of such principal. No person other than a Registered Owner, as shown in the registration books, DTC shall receive a Bond certificate evidencing the obligation of the Issuer Agency to make payments of principal, principal of and premium, if any, and interest, interest on the Bonds pursuant to this Indenture. (f) Any provision resolution. Upon delivery by DTC to the Trustee of this Indenture permitting or requiring written notice to the delivery effect that DTC has determined to substitute a new nominee in place of Bonds shallCede, while the book-entry system is in effect, be satisfied by the notation on the books of DTC or a DTC Participant, if applicable, of and subject to the transfer of the Beneficial Owner’s interest in such Bond. (g) So long as the book-entry system is in effectprovisions hereof, the Trustee and the Issuer word “Cede” in this resolution shall comply with the terms refer to such new nominee 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. (ha) DTC may determine to discontinue providing its service services with respect to the Bonds at any time by giving reasonable written notice to the Agency and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is not a successor securities depository), Bond certificates will be delivered as described in the General Resolution. (b) The Agency, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds if the Agency determines that: (i) DTC is unable to discharge its responsibilities with respect to the Bonds; or (ii) a continuation of the requirement that all relevant information on of the Outstanding Bonds be registered in the registration books kept by the Trustee in the name of Cede, as nominee of DTC, is not in the best interest of the Beneficial Owners of the Bonds Bonds. In the event that no substitute securities depository is found by the Agency or restricted registration is no longer in effect, Bond certificates will be delivered as described in the General Resolution. (c) Upon the termination of the services of DTC with respect to the Issuer Bonds pursuant to subsection 206(3)(b)(ii) hereof, or upon the Trustee. If there discontinuance or termination of the services of DTC with respect to the Bonds pursuant to subsection 206(3)(a) or subsection 206(3)(b)(i) hereof after which no substitute securities depository willing to undertake the functions of DTC hereunder can be found which, in the opinion of the Agency, is willing and able to undertake such functions upon reasonable and customary terms, the Bonds shall no successor Securities Depository appointed longer be restricted to being registered in the registration books kept by the IssuerTrustee in the name of Cede as nominee of DTC, the Trustee but may be registered in whatever name or names Bondholders transferring or exchanging Bonds shall authenticate and deliver Bonds to the Beneficial Owners thereof designate in accordance with the information respecting provisions of the Beneficial Owners General Resolution. (4) Notwithstanding any other provision of this resolution to the contrary, so long as any Bond is registered in the name of Cede, as nominee of DTC, 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 DTC as provided in the Representation Letter of the Agency addressed to DTC, dated the date of delivery and issuance of the Bonds. (5) In connection with any notice or other communication to be provided to Bondholders pursuant to this resolution by the Trustee by DTC, but without any liability on the part of the Issuer Agency or the Trustee for with respect to any consent or other action to be taken by 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 eventBondholders, the Issuer shall execute and deliver to Agency or the Trustee, as the case may be, shall establish a record date (“Record Date”) for such consent or other action and the Trustee shall authenticate and deliver the Bonds give DTC notice of such Record Date not less than 15 calendar days in advance of such Record Date 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 systemextent possible.

Book-Entry System. (a) DTC will act as Securities Depository for the Bonds. The All Bonds shall be initially issued in the form of a separate single certificated fully registered Bond for each maturity date of the Bonds. Upon initial issuance, the ownership of each Bond shall be registered in the Bond Register in the name of Cede & Co. (DTC’s partnership nominee). So long as Cede & Co. is the Registered Owner of the BondsCo., as nominee of DTC. Except as provided in Section 2.10(d) hereof, references herein to Registered Owners, Bondholders or holders or Owners of the all Outstanding 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 recorded through the records of a DTC Participant. Transfers of beneficial ownership interests registered in the Bonds which are registered Bond Register in the name of Cede & Co. will be accompanied by book entries made by DTC andCo., in turn, by the DTC Participants who act on behalf as nominee of the Beneficial Owners of the BondsDTC. (cb) With respect to Bonds registered in the Bond Register in the name of Cede & Co., as nominee of DTC’s partnership nominee, the Issuer and the Trustee shall have no responsibility or obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Issuer Authority and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a Bondholderan Owner, as shown on in the registration booksBond Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than a Registered an Owner, as shown in the registration books Bond Register, of any amount with respect to principal of, premium, if any, or interest on, on the Bonds. (d) Notwithstanding any other provisions of this Indenture to the contrary, the Issuer . The Authority and the Trustee shall be entitled to may treat and consider the person in whose name each Bond is registered in the registration books Bond Register as the holder and absolute owner of such Bond for the purpose of payment of principal, premium, if any, and interest with respect to on such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to 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 respective ownersOwners, as shown in the registration books Bond Register, as provided in this IndentureSection 2.8 hereof, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the IssuerAuthority’s obligations with respect to payment of principal of, premium, if any, and interest on, on the Bonds to the extent of the sum or sums so paid. (e) . No person other than a Registered an Owner, as shown in the registration booksBond Register, shall receive a certificated Bond certificate evidencing the obligation of the Issuer Authority to make payments of principal, premium, if any, and interest, interest pursuant to this Indenture. (f) Any provision . Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions herein with respect to record dates, the word “Cede & Co.” in this Indenture permitting or requiring the delivery shall refer to such new nominee of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of DTC or a DTC Participant, if applicable, of the transfer of the Beneficial Owner’s interest in such Bond. (g) 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. (hc) The delivery of the Representation Letter and the Trustee shall not in any way limit the provisions of Section 2.10(b) hereof or in any other way impose upon the Authority or the Trustee any obligation whatsoever with respect to persons having interests in the Bonds other than the Owners, as shown on the Bond Register. The Trustee shall take all action necessary for all representations in the Representation Letter with respect to the Trustee to be complied with at all times. (d) (i) DTC may determine to discontinue providing its service services 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 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, Authority and the Trustee shall authenticate and deliver the Bonds to the Beneficial Owners thereof in accordance discharging its responsibilities 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 systemrespect thereto under applicable law.

Book-Entry System. (a) Except as provided in subsection (c) of this Section, the registered Owner of all of the Bonds shall be DTC will act and the Bonds shall be registered in the name of Cede & Co., as Securities Depository nominee for DTC. Notwithstanding anything to the contrary contained in this Paying Agent Agreement, payment of interest with respect to any Bond registered as of each Record Date in the name of Cede & Co. shall be made by wire transfer of same-day funds to the account of Cede & Co. on the payment date for the Bonds. Bonds at the address indicated on the Record Date for Cede & Co. in the Registration Books or as otherwise provided in the Representation Letter. (b) The Bonds shall be initially issued in the form of a separate single fully registered Bonds in the amount of each separate stated maturity of Bonds; provided, however, that if different CUSIP numbers are assigned to a Bond of a subseries or type of Bond within a subseries maturing in a single year or, if Bonds of a subseries or type of Bond maturing in a single year are issued with different interest rates, additional Bond certificates shall be prepared for each such maturity. Upon initial issuance, the ownership of such Bonds shall be registered in the name of Cede & Co. (DTC’s partnership nominee). So long as Cede & Co. is the Registered Owner of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or 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 recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners of the Bonds. (c) With respect to Bonds registered Registration Books in the name of Cede & Co., as nominee of DTC’s partnership nominee, the Issuer . The Paying Agent and the Trustee shall have no responsibility District may treat DTC (or obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in its nominee) as the Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Issuer sole and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy exclusive Owner of the records Bonds registered in its name for the purposes of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in payment of the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a Bondholder, as shown on the registration books, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than a Registered Owner, as shown in the registration books of any amount with respect to principal of, premium, if any, or and interest on, on the Bonds. (d) Notwithstanding , selecting the Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to Owners of Bonds under this Paying Agent Agreement, registering the transfer of Bonds, obtaining any consent or other provisions action to be taken by Owners of this Indenture Bonds and for all other purposes whatsoever, and the Paying Agent and the District shall not be affected by any notice to the contrary, the Issuer . The Paying Agent and the Trustee District shall be entitled not have any responsibility or obligation to treat and consider the any Participant, any person in whose name each Bond is registered claiming a beneficial ownership interest in the registration books Bonds under or through DTC or any Participant, or any other person which is not shown on the Registration Books as being an Owner, with respect to the absolute owner accuracy of such Bond for any records maintained by DTC or any Participant; the purpose payment by DTC or any Participant of payment any amount in respect of principalthe principal of, premium, if any, and interest with respect on the Bonds; any notice which is permitted or required to such Bond, for be given to Owners of Bonds under this Paying Agent Agreement; the purpose selection by DTC or any Participant of giving notices any person to receive payment in the event of a partial redemption and of the Bonds; or any consent given or other matters with respect to such Bond, for the purpose action taken by DTC as Owner of registering transfers with respect to such Bond, and for all other purposes whatsoeverBonds. The Trustee Paying Agent shall pay all principal of, premium, if any, and interest on the Bonds Bonds, only to or upon the order of the respective owners, as shown in the registration books as provided in this Indenture, or their respective attorneys duly authorized in writingDTC, and all such payments shall be valid and effective to fully satisfy and discharge the IssuerCounty and the District’s obligations with respect to payment of the principal of, premium, if any, and interest on, on the Bonds to the extent of the sum or sums so paid. Except under the conditions of (c) of this Section, no person other than DTC shall receive an executed Bond for each separate stated maturity of Bonds or, as provided herein, portion thereof. Upon delivery by DTC to the Paying Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions herein with respect to record dates, the term “Cede & Co.” in this Paying Agent Agreement shall refer to such new nominee of DTC. (ec) No person other than In the event (i) DTC, including any successor as securities depository for the Bonds, determines not to continue to act as securities depository for the Bonds; or (ii) the District determines that the incumbent securities depository shall no longer so act, and delivers a Registered Ownerwritten certificate to the Paying Agent to that effect, then the District will discontinue the book-entry system with the incumbent securities depository for the Bonds. If the District determines to replace the incumbent securities depository for the Bonds with another qualified securities depository, the District shall prepare or direct the preparation of a new single, separate fully registered Bond for the aggregate Outstanding principal amount of Bonds of each maturity and series of Bonds or, as shown provided herein, portion thereof, registered in the registration booksname of such successor or substitute qualified securities depository, or its nominee, or make such other arrangement acceptable to the District and the Paying Agent and the successor securities depository for the Bonds as are not inconsistent with the terms of this Paying Agent Agreement. If the District fails to identify another qualified successor securities depository of the Bonds to replace the incumbent securities depository, then the Bonds shall no longer be restricted to being registered in the Registration Books in the name of the incumbent securities depository or its nominee, but shall be registered in whatever name or names the incumbent securities depository for the Bonds, or its nominee, shall receive designate. In such event the Paying Agent shall authenticate and deliver a sufficient quantity of Bonds as to carry out the transfers and exchanges provided in Sections 68.05, 68.06 and 68.07 hereof. All such Bonds shall be in fully registered form in Authorized Denominations. (d) Notwithstanding any other provision of this Paying Agent Agreement to the contrary, so long as any Bond certificate evidencing is registered in the obligation name of DTC, or its nominee, all payments with respect to the Issuer to make payments of principalprincipal of, premium, if any, and interestinterest on such Bond and all notices with respect to such Bond shall be made and given, respectively, as provided in the Representation Letter. (e) In connection with any notice or other communication to be provided to Owners of Book-Entry Bonds pursuant to this Indenture. (f) Any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry system is in effect, be satisfied Paying Agent Agreement by the notation on District or the books of DTC or a DTC Participant, if applicable, of the transfer of the Beneficial Owner’s interest in such Bond. (g) 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 Paying Agent with respect to any consent or other action to be taken by Owners, the Bonds at any time by giving reasonable written District or the Paying Agent, as the case may be, shall establish a record date for such consent or other action and give DTC notice and all relevant information on the Beneficial Owners of the Bonds such record date not less than 15 calendar days in advance of such record date 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 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 systemextent possible.

Book-Entry System. (a1) DTC will act Except as Securities provided in subparagraph 3 of this Section 206, the registered owner of all of the 2022 Series Bonds shall be and the 2022 Series Bonds shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). Payment of interest for any 2022 Series Bond shall be made by transfer of Federal funds or equivalent same day funds to the account of Cede & Co. on each interest payment date for the Bonds. 2022 Series Bonds at the address indicated for Cede & Co. in the registry books of the Agency kept by the Trustee. (2) The 2022 Series Bonds shall be initially issued in the form of a separate single fully registered Bond bond in the amount of each separate stated maturity of the 2022 Series Bonds having the same initial CUSIP number. Upon initial issuance, the ownership of such 2022 Series Bonds shall be registered in the name of Cede & Co. (DTC’s partnership nominee). So long as Cede & Co. is the Registered Owner registry books of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or 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 recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, Agency kept by the DTC Participants who act on behalf of the Beneficial Owners of the Bonds. (c) With respect to Bonds registered Trustee in the name of Cede & Co., as nominee of DTC’s partnership nominee. With respect to 2022 Series Bonds registered in the registry books kept by the Trustee in the name of Cede & Co., as nominee of DTC, the Issuer Agency and the Trustee shall have no responsibility or obligation to any participant of DTC Participant (a “Participant”) or to any person on behalf of for whom such a DTC Participant holds acquires an interest in the Bonds, except as provided in this Indenture2022 Series Bonds (a “Beneficial Owner”). Without limiting the immediately preceding sentence, the Issuer Agency and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the 2022 Series Bonds, (ii) the delivery to any DTC Participant Participant, any Beneficial Owner or any other person, other than a Bondholder, as shown on the registration booksDTC, of any notice with respect to the 2022 Series Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant Participant, any Beneficial Owner or any other person, other than a Registered OwnerDTC, as shown in the registration books of any amount with respect to the principal of, of or premium, if any, or interest on, on the 2022 Series Bonds. (d) Notwithstanding any other provisions of this Indenture to the contrary, the Issuer . The Agency and the Trustee shall may treat as and deem DTC to be entitled to treat and consider the person in whose name each Bond is registered in the registration books as the absolute owner of such each 2022 Series Bond for the purpose of payment of principal, the principal of and premium, if any, and interest with respect to on such 2022 Series Bond, for the purpose of giving notices of redemption and other matters with respect to such 2022 Series Bond, for the purpose of registering transfers with respect to such 2022 Series Bond, and for all other purposes whatsoever. The Trustee shall pay all principal of, of and premium, if any, and interest on the 2022 Series Bonds only to or upon the order of the respective owners, as shown in the registration books as provided in this Indenture, or their respective attorneys duly authorized in writingDTC, and all such payments shall be valid and effective to fully satisfy and discharge the IssuerAgency’s obligations with respect to payment the principal of principal of, and premium, if any, and interest on, on the 2022 Series Bonds to the extent of the sum or sums so paid. (e) . Pursuant to Section 307 of the General Resolution, payments of principal may be made without requiring the surrender of the 2022 Series Bonds, and the Agency and Trustee shall not be liable for the failure of DTC or any successor thereto to properly indicate on the 2022 Series Bonds the payment of such principal. No person other than a Registered Owner, as shown in the registration books, DTC shall receive a 2022 Series Bond certificate evidencing the obligation of the Issuer Agency to make payments of principal, principal of and premium, if any, and interest, interest pursuant to this Indenture. (f) Any provision Supplemental Resolution. Upon delivery by DTC to the Trustee of this Indenture permitting or requiring written notice to the delivery effect that DTC has determined to substitute a new nominee in place of Bonds shallCede & Co., while the book-entry system is in effect, be satisfied by the notation on the books of DTC or a DTC Participant, if applicable, of and subject to the transfer of the Beneficial Owner’s interest in such Bond. (g) So long as the book-entry system is in effectprovisions hereof, the Trustee and the Issuer word “Cede” in this Supplemental Resolution shall comply with the terms refer to such new nominee 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. (h3) (a) DTC may determine to discontinue providing its service services with respect to the 2022 Series 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 DTC (or a successor Securities Depository) at any time by giving reasonable written notice to DTC the Agency and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (or if there is not a successor Securities Depository) and securities depository), 2022 Series Bond certificates will be delivered as described in 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 systemGeneral Resolution.

Book-Entry System. (a) DTC will act as Securities Depository for the Bonds. The Bonds shall be initially issued in pursuant to a Book-Entry System administered by the form Securities Depository with no physical distribution of a single fully registered any Bond to any person. One Bond for the maturity will be issued, registered in the name of Cede & Co. (DTC’s partnership nominee). So long as Cede & Co. is the Registered Owner Securities Depository Nominee, and immobilized in the custody of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or holders or Owners of Securities Depository. Beneficial ownership interests in the Bonds shall mean Cede & Co. and shall not mean the beneficial owners may be purchased by or through Direct Participants. The holders of the Bonds. (b) The ownership interest of each of the Beneficial Owners of the Bonds will be recorded through the records of a DTC Participant. Transfers of these beneficial ownership interests in the Bonds which are registered 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 name of Cede & Co. Bonds will be accompanied by book entries made by DTC andeffected, in turn, on the records of the Securities Depository and the Direct Participants and Indirect Participants pursuant to rules and procedures established by the DTC Participants who act on behalf 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 the Securities Depository Nominee as the only registered owner of the Beneficial Owners 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 assignee or assignees as the only registered owner or owners of the BondsBonds for the purpose of exercising such rights so assigned. (cb) With respect to Bonds registered During a period in which the name of Cede & Co., DTC’s partnership nominee, the Issuer and the Trustee shall have no responsibility or obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest Book-Entry System is in effect for the Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentencepayments of principal, the Issuer purchase price, interest, and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a Bondholder, as shown on the registration books, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than a Registered Owner, as shown in the registration books of any amount with respect to principal of, redemption premium, if any, or interest on, the Bonds. (d) Notwithstanding any other provisions of this Indenture with respect to the contrary, the Issuer and Bonds will be paid by the Trustee shall be entitled directly to treat and consider the person in whose name each Bond is registered Securities Depository, or the Securities Depository Nominee, as provided in the registration books as the absolute owner Letter of such Bond for the purpose of Representation; provided, that payment of principal, the principal of (premium, if any, ) and interest with respect to on such Bond, 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 purpose disbursement of giving notices of redemption and other matters with respect such payments to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoeverBeneficial Owners. The Trustee shall pay all 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 or the Securities Depository Nominee of principal of, premiumpurchase price of, premium (if any, ) and interest on the Bonds only to or upon the order of the respective 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 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 interest, pursuant to this Indenture. (f) Any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of DTC or a DTC Participant, if applicable, of the transfer of the Beneficial Owner’s interest in such Bond. (g) 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 behalf of the Issuer or the Trustee for shall be valid and effectual to satisfy and discharge the accuracy liability of such information. The the Issuer and the Trustee to the extent of the amounts so paid, and 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 eventUsers, the Issuer shall execute and deliver to the Trustee, Remarketing Agent and the Trustee shall authenticate and deliver not be responsible or liable for payment to any Beneficial Owner by the Securities Depository or by any Direct Participant or by any Indirect Participant, or for sending transaction statements or for maintaining, supervising or reviewing records maintained by the Securities Depository or Direct Participants or Indirect Direct Participants. (c) Transfers of ownership interests in the Bonds to by the Beneficial Owners thereof thereof. conveyance of notices and other communications by the Securities Depository to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners of the Bonds, 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 accordance with effect from time to time. For every transfer and exchange of beneficial ownership in the information respecting Bonds, the Beneficial Owners provided may be charged a sum sufficient to the Trustee by DTCcover any tax, but without any liability on the part of the Issuer fee 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 systemother governmental charge that may be imposed in relation thereto.

Book-Entry System. (a) DTC will act Anything in this Indenture to the contrary notwithstanding, any Bond may be authorized and issued as Securities Depository for the Bonds. The Bonds shall be initially issued in the form of a single fully registered Bond registered in the name of Cede & Co. (DTC’s partnership nominee). So long as Cede & Co. is the Registered Owner of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or holders or Owners of the Bonds shall mean Cede & Co. and shall not mean the beneficial owners of the BondsBook-Entry Bond. (b) The ownership interest For all purposes of each of this Indenture, the Beneficial Owners of the Bonds will be recorded through the records Owner of a DTC Participant. Transfers of beneficial ownership interests in Book-Entry Bond shall be the Bonds which are registered in Securities Depository therefor and neither the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners of the Bonds. (c) With respect to Bonds registered in the name of Cede & Co., DTC’s partnership nomineeIssuer, the Issuer and Trustee, the Trustee Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar shall have no any responsibility or obligation to any DTC Participant the beneficial owner of such Bond or to any person on behalf of whom direct or indirect participant in such a DTC Participant holds an interest in the BondsSecurities Depository, except as expressly provided in this Indenture. Without limiting the immediately preceding sentencegenerality of the foregoing, neither the Issuer, the Issuer and Trustee, the Trustee Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar shall have no any responsibility or obligation to any such participant or to the beneficial owner of a Book-Entry Bond with respect to (i) the accuracy of the records of DTC, Cede & Co. the Securities Depository or any DTC Participant participant with respect to any beneficial ownership interest in the Bondssuch Bond, (ii) the delivery to any DTC Participant participant of the Securities Depository, the beneficial owner of such Bond or any other person, other than a Bondholder, as shown on the registration booksSecurities Depository, of any notice with respect to the Bondssuch Bond, including any notice of redemptionthe redemption or purchase thereof, or (iii) the payment to any DTC Participant participant of the Securities Depository, the beneficial owner of such Bond or any other person, other than a Registered Ownerthe Securities Depository, as shown in the registration books of any amount with respect to principal ofthe principal, premiumredemption price, if anyapplicable, or purchase price of, or interest on, the Bonds. (d) Notwithstanding any other provisions of this Indenture to the contrarysuch Bond. The Issuer, the Issuer Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent and the Trustee shall be entitled Registrar may treat the Securities Depository therefor as, and deem such Securities Depository to treat and consider the person in whose name each Bond is registered in the registration books as be, the absolute owner of such a Book-Entry Bond for the purpose of all purposes whatsoever, including, but not limited to, (1) payment of the principal, premiumredemption price, if anyapplicable, or purchase price of, and interest with respect to on, such Bond, for the purpose of (2) giving notices of redemption or purchase and of other matters with respect to such Bond, for the purpose of (3) registering transfers with respect to such Bond as permitted hereby and (4) except as expressly provided in this Indenture, giving to the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent or the Registrar any notice, consent, request or demand pursuant to the Indenture for any purpose whatsoever. The Trustee, acting as Paying Agent, shall pay the principal or redemption price, if applicable, of, and interest on, a Book-Entry Bond, and for all other purposes whatsoever. The Trustee the Trustee, acting as Tender Agent, shall pay all principal ofthe purchase price of a Book-Entry Bond, premium, if any, and interest on the Bonds only to or upon the order of the respective owners, as shown in the registration books as provided in this Indenture, or their respective attorneys duly authorized in writingSecurities Depository therefor, and all such payments shall be valid and effective to satisfy fully satisfy and discharge the Issuer’s obligations with respect to payment of such principal of, premium, if anyor redemption price or purchase price, and interest oninterest, the Bonds to the extent of the sum or sums so paid. Except as otherwise provided in subsection (d) of this Section 2.13, no person other than the Securities Depository shall receive a Bond or other instrument evidencing the Issuer’s obligation to make payments of the principal, redemption price or purchase price thereof, and interest thereon. (c) The Issuer, by notice to the Trustee, the Paying Agent, the Tender Agent, the Registrar, the Remarketing Agent, the Auction Agent and a Securities Depository, may, with the 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 the Book-Entry Bonds for which such Securities Depository serves as securities depository if the Issuer determines that (i) the Securities Depository is unable to discharge its responsibilities with respect to such Bond or (ii) a continuation of the requirement that all of the Bonds issued as Book-Entry Bonds be registered in the registration books of the Issuer kept by the Trustee in the name of the Securities Depository is not in the best interests of the beneficial owners of such Bonds or of the Issuer. (d) Upon the termination of the services of a Securities Depository with respect to a Book-Entry Bond pursuant to clause (ii) of subsection (c) of this Section 2.13, such Bond no longer shall be restricted to being registered in the registration books kept by the Registrar in the name of a Securities Depository. Upon the termination of the services of a Securities Depository with respect to a Book-Entry Bond pursuant to clause (i) of subsection (c) of this Section 2.13, the Issuer may, with the prior written consent of the Borrower, and shall, at the written direction of an Authorized Borrower Representative, within ninety (90) days thereafter appoint a substitute securities depository which, in the opinion of the Issuer, is willing and able to undertake the functions of Securities Depository under this Indenture upon reasonable and customary terms. If no such successor can be found within such period, such Book-Entry Bond shall no longer be restricted to being registered in the registration books of the Issuer kept by the Trustee in the name of a Securities Depository. In the event that a Book-Entry Bond shall no longer be restricted to being registered in the registration books of the Issuer kept by the Trustee in the name of a Securities Depository, (i) the Issuer shall execute and the Trustee shall authenticate and deliver, upon presentation and surrender of the Book-Entry Bond, Bond certificates as requested by the Securities Depository so terminated of like principal amount, maturity and interest rate, in Authorized Denominations, to the identifiable beneficial owners in replacement of such beneficial owners’ beneficial ownership interests in such Book-Entry Bond and (ii) the Trustee shall notify the Remarketing Agent, the Auction Agent and the Borrower that the Bonds are no longer restricted to being registered in the registration books of the Issuer kept by the Trustee in the name of a Securities Depository; provided, however that such registration shall not be terminated by the Issuer or the Borrower without an opinion of Bond Counsel confirming that such termination of registration will not adversely affect the Tax-Exempt status of any Bonds. (e) No person other than Anything in this Indenture to the contrary notwithstanding, payment of the redemption price of a Registered OwnerBook-Entry Bond, or portion thereof, called for redemption prior to maturity may be paid to the Securities Depository by wire transfer of immediately available funds. Anything in the Indenture to the contrary notwithstanding, such redemption price may be paid without presentation and surrender to the Trustee, as 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 interest, pursuant to this Indenture. (f) Any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of DTC or a DTC Participant, if applicablePaying Agent, of the transfer of the Beneficial Owner’s interest in such Book-Entry Bond. (g) 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 portion thereof, called for redemption; provided, however, that payment of Representations (a) the principal payable at maturity of a Book-Entry Bond and (b) the redemption price of a Book-Entry Bond as required by DTC. (h) DTC may determine to discontinue providing its service with respect which the entire principal amount thereof has been called for redemption shall be payable only upon presentation and surrender of such Book-Entry Bond to the Bonds at any time Trustee, as Paying Agent; and provided, further, that no such redemption price shall be so payable without presentation and surrender unless such Book-Entry Bond shall contain or have endorsed thereon a legend substantially to the effect set forth in Exhibit A hereto (or such other legend(s) of similar content as may be determined to be necessary or desirable by giving reasonable written notice and all relevant information on the Beneficial Owners of the Bonds to the Issuer or the TrusteeSecurities Depository). If there is no successor Anything in this Indenture to the contrary notwithstanding, upon any such payment to the Securities Depository appointed without presentation and surrender, for all purposes of (i) the Book-Entry Bond as to which such payment has been made and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the 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 DTC (or a successor Securities Depository) at any time by giving reasonable written notice to DTC (or a successor Securities Depository) and the Trusteeprincipal amount so paid. In such event, the Issuer Trustee shall execute and deliver notify forthwith the Remarketing Agent or the Auction Agent as to the Trusteeparticular Book-Entry Bond as to which such payment has been made, and the principal amount of such Bond so paid, and the Trustee shall authenticate note such payment on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (f) For all purposes of this Indenture authorizing or permitting the purchase of Bonds, or portions thereof, by, or for the account of, the Issuer for cancellation, and deliver anything in the Indenture to the contrary notwithstanding, a portion of a Book-Entry Bond may be deemed to have been purchased and cancelled without surrender thereof upon delivery to the Trustee of a certificate executed by the Issuer and a participant of the Securities Depository therefor to the effect that a beneficial ownership interest in such Bond, in the principal amount stated therein, has been purchased by, or for the account of, the Issuer through the participant of the Securities Depository executing such certificate; provided, however, that any purchase for cancellation of the entire principal amount of a Book-Entry Bond shall be effective for purposes of the Indenture only upon surrender of such Book-Entry Bond to the Paying Agent; and provided, further, that no portion of a Book-Entry Bond may be deemed to have been so purchased and cancelled without surrender thereof unless such Book-Entry Bond shall contain or have endorsed thereon the legend referred to in subsection (e) of this Section 2.13. Anything in the Indenture to the contrary notwithstanding, upon delivery of any such certificate to the Trustee, for all purposes of (i) the Book-Entry Bond to which such certificate relates and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so purchased. In such event, the Trustee shall immediately notify the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made and the amount thereof and shall note such reduction in principal amount of such Book-Entry Bond Outstanding on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (g) Anything in this Indenture to the contrary notwithstanding, a Securities Depository may make a notation on a Book-Entry Bond (i) redeemed in part or (ii) purchased by, or for the account of, the Issuer in part for cancellation, to reflect, for informational purposes only, the date of such redemption or purchase and the principal amount thereof redeemed or deemed cancelled, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in subsection (e) or (f) of this Section 2.13, as the case may be. (h) Anything in this Indenture to the contrary notwithstanding, in the case of a Book-Entry Bond, the Issuer shall be authorized to redeem or purchase (by or for the account of the Issuer) less than all of the entire Outstanding principal amount thereof, and in the event of such partial defeasance, redemption, purchase or refunding, the provisions of the Indenture relating to the defeasance, redemption, purchase or refunding of a Bond or Bonds shall be deemed to refer to the defeasance, redemption, purchase or refunding of a portion of a Bond. (i) The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent may enter into an agreement with a Securities Depository for the Bonds providing for procedures for the registration, payment, tender and delivery of notices relating to the Beneficial Owners thereof in accordance Bonds, provided that the terms of such agreement shall not be inconsistent with the information respecting terms of this Indenture. Any such agreement may provide that (i) such Securities Depository is not required to present a Bond to the Beneficial Owners provided Trustee in order to receive a partial payment of principal; (ii) a Bond need not be delivered to the Trustee in order for a tender of such Bond pursuant to Article IV of this Indenture to be effective or in order for the purchase price of such tendered Bond to be paid and that notice of tender of a Bond for purchase pursuant to Article IV hereof may be given to the Trustee by DTC, but without any liability a beneficial owner of a Bond or a direct participant of the Securities Depository; (iii) a legend with respect to the registration of the Bond in the name of the Securities Depository shall appear on each Bond so long as the Bonds are subject to such agreement; and (iv) different provisions for notices to such Securities Depository may be set forth therein; and such provisions shall be binding on the part of Issuer, the Issuer or Trustee, the Trustee Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent for so long as such Securities Depository is 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 Securities Depository for the DTC bookBook-entry systemEntry Bonds hereunder.

Book-Entry System. (a) DTC will act as Securities Depository for the Bonds. The Bonds shall be initially issued in the form of a single fully registered Bond registered in the name of Cede & Co. (DTC’s partnership nominee). So long as Cede & Co. is the Registered Owner of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or 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 recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners of the Bonds. (c) With respect to Bonds registered in the name of Cede & Co., as DTC’s partnership nominee, the Issuer and the Trustee shall have no responsibility or obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Issuer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a Bondholder, as shown on the registration books, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than a Registered Owner, as shown in the registration books of any amount with respect to principal of, premium, if any, or interest on, the Bonds. (d) Notwithstanding any other provisions of this Indenture to the 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 such Bond for the purpose of payment of principal, premium, if any, and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to 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 respective 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 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 interest, pursuant to this Indenture. (f) Any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of DTC or a DTC Participant, if applicable, of the transfer of the Beneficial Owner’s interest in such Bond. (g) 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 TrusteeTrustee 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 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 Chairman, Executive Director or Vice Chairman 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. (a) DTC will act as Securities Depository for the Bonds. The Project Bonds shall be initially issued in the form name of “Cede & Co.,” as nominee for The Depository Trust Company (“DTC”), as registered owner of the Project Bonds, and held in the custody of DTC. A single Bond certificate will be issued and delivered to DTC. The actual purchasers of the Project Bonds (the “Beneficial Owners”) will not receive physical delivery of Bond certificates except as provided herein. For so long as DTC shall continue to serve as securities depository for the Project Bonds as provided herein, all transfers of beneficial ownership interests will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of Project Bonds is to receive, hold or deliver any Bond certificate. For every transfer and exchange of Bonds, the Beneficial Owner may be charged a single fully registered sum sufficient to cover such Beneficial Owner’s allocable share of any tax, fee or other governmental charge that may be imposed in relation thereto. Bond certificates are required to be delivered to and registered in the name of Cede & Co. the Beneficial Owner under the following circumstances: (DTC’s partnership nomineea) DTC determines to discontinue providing its service with respect to the Bonds. Such a determination may be made at any time by giving 30 days’ notice to the Issuer, the Borrower and the Trustee and discharging its responsibilities with respect thereto under any applicable law; or (b) the Borrower determines to discontinue the system of book-entry transfers through DTC (or a successor securities depository). So long The Issuer, the Borrower and the Trustee will recognize DTC or its nominee as Cede & Co. is the Registered Owner Bond owner for all purposes, including notices and voting. The Issuer, the Trustee and the Underwriter may conclusively rely on (A) a certificate of DTC as to the identity of the participants in the book-entry system, and (B) a certificate of such participants as to the identity of, and the respective principal amounts of Bonds beneficially owned by, the Beneficial Owners. Whenever, during the term of the Bonds, as nominee of beneficial ownership thereof is determined by a book entry at DTC, references herein the requirements in this Indenture of holding, delivering or transferring Bonds shall be deemed modified to Registered Ownersrequire the appropriate person to meet the requirements of DTC as to registering or transferring the book entry to produce the same effect. The Trustee and the Issuer, Bondholders or holders or Owners at the direction and expense of the Bonds shall mean Cede & Co. Borrower and shall not mean with the beneficial owners written consent of the Bonds. (b) The ownership interest Underwriter, may from time to time appoint a successor securities depository and enter into an agreement with such successor securities depository, to establish procedures with respect to the Bonds not inconsistent with the provisions of each this Indenture. Any successor securities depository shall be a “clearing agency” registered under Section 17A of the Beneficial Owners Securities Exchange Act of 1934, as amended. Neither the Bonds will be recorded through Issuer, the records of Borrower, the Trustee nor the Underwriter (except and only to the extent it is also a DTC Participant. Transfers of beneficial ownership interests participant in the Bonds which are registered in the name of Cede & Co. book-entry system) will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners of the Bonds. (c) With respect to Bonds registered in the name of Cede & Co., DTC’s partnership nominee, the Issuer and the Trustee shall have no any responsibility or obligation to DTC, any DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest participant in the Bonds, except as provided in this Indenture. Without limiting book-entry system or the immediately preceding sentence, the Issuer and the Trustee shall have no responsibility or obligation Beneficial Owners with respect to (i) the accuracy of the any records of DTC, Cede & Co. maintained by DTC or any DTC Participant with respect to any ownership interest in the Bondsparticipant, (ii) the delivery payment by DTC or any participant of any amount due to any DTC Participant or any other person, other than a Bondholder, as shown on the registration books, of any notice Beneficial Owner with respect to the Bondsprincipal or purchase price or, including the premium or interest on, any notice of redemptionBond, or (iii) the payment to delivery of any notice by DTC Participant or any other personparticipant, other than a Registered Owner, as shown (iv) the selection of the Beneficial Owners to receive payment in the registration books event of any amount with respect to principal of, premium, if anypartial redemption of the Bonds, or interest on, the Bonds. (dv) Notwithstanding any other provisions of action taken by DTC or any participant. Notwithstanding anything in this Indenture to the contrary, the Issuer and the Trustee shall be entitled hereby agree as follows with respect to treat the Bonds, if and consider to the person in whose name each extent any Bond is registered in the registration books name of “Cede & Co.” as nominee of DTC: (i) the absolute owner of such Bond for the purpose of payment of principal, premium, if any, and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Trustee shall pay give DTC all principal ofspecial notices required by the Representation Letter at the times, premium, if any, and interest on the Bonds only to or upon the order of the respective owners, as shown in the registration books as provided forms and by the means required by the Representation Letter; (ii) the Trustee shall make payments to Cede & Co. at the times and by the means specified in this Indenturethe Representations Letter; (iii) Cede & Co., shall not be required to surrender Bonds which have been partially paid 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 Bonds prepaid to the extent permitted by the Representation Letter; and (iv) the Trustee shall set a special record date (and shall notify the registered owners of the sum Bonds thereof in writing) prior to soliciting any Bondholder consent or sums so paid. vote, such notice to be given not less than 15 calendar days prior to such record date (e) No person other than any Bond transferred by a Registered Owner, as shown in registered owner subsequent to the registration books, shall receive a Bond certificate evidencing the obligation establishment of the Issuer special record date and prior to make payments of principal, premium, if any, and interest, pursuant obtaining such consent or vote shall have attached to this Indenture. (f) Any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of DTC or a DTC Participant, if applicable, of the transfer of the Beneficial Owner’s interest in such Bond. (g) 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, it a copy of which is attached hereto as Exhibit B and made a part hereof, or an alternate Letter of Representations as required the notice to Bondholders by DTC. (h) DTC may determine to discontinue providing its service with respect to the Bonds Trustee). If at any time by giving reasonable written notice and DTC ceases to hold the Bonds, 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 DTC (or a successor Securities Depository) at any time by giving reasonable written notice references herein to DTC (or a successor Securities Depository) shall be of no further force 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 systemeffect.

Book-Entry System. (a1) DTC will act Except as Securities provided in subparagraph 3 of this Section 206, the registered owner of all of the 2022 Series __ Bonds shall be and the 2022 Series __ Bonds shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). Payment of interest for any 2022 Series Bond shall be made by transfer of Federal funds or equivalent same day funds to the account of Cede & Co. on each interest payment date for the Bonds. 2022 Series __ Bonds at the address indicated for Cede & Co. in the registry books of the Agency kept by the Trustee. (2) The 2022 Series __ Bonds shall be initially issued in the form of a separate single fully registered Bond bond in the amount of each separate stated maturity of the 2022 Series __ Bonds. Upon initial issuance, the ownership of such 2022 Series __ Bonds shall be registered in the name of Cede & Co. (DTC’s partnership nominee). So long as Cede & Co. is the Registered Owner registry books of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or 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 recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, Agency kept by the DTC Participants who act on behalf of the Beneficial Owners of the Bonds. (c) With respect to Bonds registered Trustee in the name of Cede & Co., as nominee of DTC’s partnership nominee. With respect to 2022 Series __ Bonds registered in the registry books kept by the Trustee in the name of Cede & Co., as nominee of DTC, the Issuer Agency and the Trustee shall have no responsibility or obligation to any participant of DTC Participant (a “Participant”) or to any person on behalf of for whom such a DTC Participant holds acquires an interest in the Bonds, except as provided in this Indenture2022 Series __ Bonds (a “Beneficial Owner”). Without limiting the immediately preceding sentence, the Issuer Agency and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the 2022 Series __ Bonds, (ii) the delivery to any DTC Participant Participant, any Beneficial Owner or any other person, other than a Bondholder, as shown on the registration booksDTC, of any notice with respect to the 2022 Series __ Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant Participant, any Beneficial Owner or any other person, other than a Registered OwnerDTC, as shown in the registration books of any amount with respect to the principal of, of or premium, if any, or interest on, on the 2022 Series Bonds. (d) Notwithstanding any other provisions of this Indenture to the contrary, the Issuer . The Agency and the Trustee shall may treat as and deem DTC to be entitled to treat and consider the person in whose name each Bond is registered in the registration books as the absolute owner of such each 2022 Series __ Bond for the purpose of payment of principal, the principal of and premium, if any, and interest with respect to on such 2022 Series Bond, for the purpose of giving notices of redemption and other matters with respect to such 2022 Series __ Bond, for the purpose of registering transfers with respect to such 2022 Series __ Bond, and for all other purposes whatsoever. The Trustee shall pay all principal of, of and premium, if any, and interest on the 2022 Series __ Bonds only to or upon the order of the respective owners, as shown in the registration books as provided in this Indenture, or their respective attorneys duly authorized in writingDTC, and all such payments shall be valid and effective to fully satisfy and discharge the IssuerAgency’s obligations with respect to payment the principal of principal of, and premium, if any, and interest on, on the 2022 Series __ Bonds to the extent of the sum or sums so paid. (e) . Pursuant to Section 307 of the General Resolution, payments of principal may be made without requiring the surrender of the 2022 Series __ Bonds, and the Agency and Trustee shall not be liable for the failure of DTC or any successor thereto to properly indicate on the 2022 Series __ Bonds the payment of such principal. No person other than a Registered Owner, as shown in the registration books, DTC shall receive a 2022 Series __ Bond certificate evidencing the obligation of the Issuer Agency to make payments of principal, principal of and premium, if any, and interest, interest pursuant to this Indenture. (f) Any provision Supplemental Resolution. Upon delivery by DTC to the Trustee of this Indenture permitting or requiring written notice to the delivery effect that DTC has determined to substitute a new nominee in place of Bonds shallCede & Co., while the book-entry system is in effect, be satisfied by the notation on the books of DTC or a DTC Participant, if applicable, of and subject to the transfer of the Beneficial Owner’s interest in such Bond. (g) So long as the book-entry system is in effectprovisions hereof, the Trustee and the Issuer word “Cede” in this Supplemental Resolution shall comply with the terms refer to such new nominee 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. (h3) (a) DTC may determine to discontinue providing its service services with respect to the 2022 Series __ 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 DTC (or a successor Securities Depository) at any time by giving reasonable written notice to DTC the Agency and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (or if there is not a successor Securities Depository) and securities depository), 2022 Series __ Bond certificates will be delivered as described in 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 systemGeneral Resolution.

Book-Entry System. (a) DTC will act as Securities Depository for Notwithstanding anything to the Bonds. The Bonds shall be initially issued in the form of a single fully registered Bond registered in the name of Cede & Co. (DTC’s partnership nominee). So contrary herein, so long as Cede & Co. a series of Bonds is the Registered Owner being held under a book entry system, transfers of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or holders or Owners beneficial ownership of the Bonds shall mean Cede & Co. of such series will be effected pursuant to rules and shall not mean procedures established by the beneficial owners of the BondsSecurities Depository. (b) The ownership interest As long as a book entry system is in effect for a series of each of Bonds, the Beneficial Owners Securities Depository Nominee will be recognized as the holder of the Bonds will be recorded through of such series for the records purposes of a DTC Participant. Transfers of beneficial ownership interests in (1) paying the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners of the Bonds. (c) With respect to Bonds registered in the name of Cede & Co., DTC’s partnership nominee, the Issuer and the Trustee shall have no responsibility or obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Issuer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a Bondholder, as shown on the registration books, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than a Registered Owner, as shown in the registration books of any amount with respect to principal of, redemption premium, if any, or interest onon such Bonds, the Bonds. (d2) Notwithstanding any other provisions of this Indenture to the 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 if Bonds of such Bond for series are to be redeemed in part, selecting the purpose portions of payment such Bonds to be redeemed, (3) giving any notice permitted or required to be given to holders under this Indenture, (4) registering the transfer of principal, premium, if anysuch Bonds, and interest with respect (5) requesting any consent or other action to be taken by the holders of such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such BondBonds, and for all other purposes whatsoever. , and neither the Trustee nor the Issuer shall be affected by any notice to the contrary. (c) Neither the Trustee nor the Issuer shall have any responsibility or obligation to any participant, any beneficial owner or any other person claiming a beneficial ownership in any Bonds which are registered to a Securities Depository Nominee under or through the Securities Depository with respect to any action taken by the Securities Depository and the Securities Depository Nominee, as holder of such Bonds. (d) The Trustee shall pay all principal of, redemption premium, if any, and interest on the Bonds issued under a book entry system, only to the Securities Depository, or upon the order of the respective ownersSecurities Depository Nominee, as shown in the registration books as provided in this Indenturecase may be, for such Bonds, pursuant to a letter of representations or their respective attorneys duly authorized in writing, similar agreement with the Securities Depository and all such payments shall be valid and effective effectual to fully satisfy and discharge the Issuer’s obligations with respect to payment of the principal of, redemption premium, if any, and interest on, on such Bonds. The Issuer and the Bonds to Trustee acknowledge that the extent terms and provisions of such letter of representations or similar agreement shall govern in the sum event of any inconsistency between the provisions of this Indenture and such letter of representations or sums so paidsimilar agreement. (e) No person other than a Registered OwnerIn the event that the Issuer determines, as shown in at the registration books, shall receive a Bond certificate evidencing the obligation direction of the Issuer Company, to make payments discontinue the book entry system of principaltransfer for a series of Bonds, premium, or that the interests of the beneficial owners of the Bonds of such series may be adversely affected if any, and interest, pursuant to this Indenture. (f) Any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-book entry system is in effectcontinued, be satisfied by the notation on the books of DTC or a DTC Participant, if applicable, of the transfer of the Beneficial Owner’s interest in such Bond. (g) So long as the book-entry system is in effect, the Trustee and then the Issuer shall comply with notify the terms Securities Depository and the Trustee of the Letter of Representationssuch determination. In such event, 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, shall execute and the Trustee shall authenticate authenticate, register and deliver physical certificates in authorized denominations for Bonds of such series in exchange for the Bonds registered in the name of the Securities Depository Nominee, at the expense of the Company, to such Persons, and in such maturities and principal amounts, as may be designated by the Beneficial Owners thereof in accordance with the information respecting the Beneficial Owners provided to the Trustee by DTCSecurities Depository, but without any liability on the part of the Issuer Issuer, the Company or the Trustee for the accuracy of such information. The designation; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code. (f) In the event that the Securities Depository for a series of Bonds discontinues providing its services, the Issuer, at the direction of the Company, may determine not to continue participation shall either engage the services of another Securities Depository or deliver physical certificates in the system manner described in clause (e) above; provided, in addition, that any Bonds of book entry transfers through DTC such series shall be in registered form within the meaning of Section 149(a) of the Code. (g) In connection with any notice or a successor Securities Depository) at any time by giving reasonable written notice other communication 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 be provided to the holders of a series of Bonds by the Issuer or by the Trustee with respect to any consent or other action to be taken by DTCthe holders, but without any liability on the part of the Issuer or the Trustee Trustee, as the case may be, shall establish a record date for such consent or other action and give the Securities Depository Nominee notice of such record date not less than fifteen (15) days in advance of such record date to the extent possible. (h) The Series 2013 Bonds shall be issued initially in the form of one global certificate, without coupons, in the aggregate principal amount of the Series 2013 Bonds, under the book entry system maintained by The Depository Trust Company, New York, New York ("DTC"), as the initial Securities Depository, and shall be registered in the name of Cede & Co., as the initial Securities Depository Nominee for the accuracy Series 2013 Bonds. As long as the Series 2013 Bonds are maintained by DTC under its book entry system, all payments with respect to the principal of such information. The Chairman or Vice Chairman and interest on the Series 2013 Bonds and notices to the holders of the Issuer is hereby authorized Series 2013 Bonds shall be made and given, respectively, to execute any additional Letter DTC pursuant to a letter of Representations or similar document necessary from time to time to continue or provide for the DTC book-entry systemrepresentations with DTC.

Book-Entry System. (a) DTC will act as the initial Securities Depository for the Bonds. The Bonds shall be initially issued in the form of a single fully registered Bond registered in the name of Cede & Co. (Co., as nominee for DTC’s partnership nominee), as Registered Owner of the Bonds, and held in the custody of DTC. So long as Cede & Co. is the Registered Owner of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or holders or Owners of the Bonds shall mean Cede & Co. and shall not mean the beneficial owners of the Bonds. (b) The While DTC is the Securities Depository, the ownership interest of each of the Beneficial Owners beneficial owners of the Bonds will be recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners beneficial owners of the Bonds. (c) With respect to Bonds registered in the name of Cede & Co., DTC’s partnership nomineethe Securities Depository, the Issuer Issuer, the Bond Registrar, the Paying Agent, any co-paying agent and the Trustee shall have no responsibility or obligation to any DTC Participant or to any person Person on behalf of whom such a DTC Participant Securities Depository holds an interest in the Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Issuer Issuer, the Bond Registrar, the Paying Agent, any co-paying agent and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant the Securities Depository with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other personPerson, other than a Bondholder, as shown on the registration booksBond Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other personPerson, other than a Registered Owner, as shown in the registration books Bond Register of any amount with respect to principal of, premium, if any, or interest on, the Bonds. (d) Notwithstanding any other provisions of this Indenture to the contrary, the Issuer Issuer, the Bond Registrar, the Paying Agent, any co-paying agent and the Trustee shall be entitled to treat and consider the person Person in whose name each Bond is registered in the registration books Bond Register as the absolute owner of such Bond for the purpose of payment of principal, premium, if any, and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Trustee Paying Agent shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the respective owners, as shown in the registration books Bond Register 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 's obligations with respect to payment of principal of, premium, if any, and interest on, the Bonds to the extent of the sum or sums so paid. (e) No person Person other than a Registered Owner, as shown in the registration booksBond Register, shall receive a Bond certificate evidencing the obligation of the Issuer to make payments of principal, premium, if any, and interest, pursuant to this Indenture. (f) Any Except in the case of payment upon maturity or redemption if the book-entry system is not in effect, any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of DTC or a DTC Participant, if applicablethe Securities Depository, of the transfer of the Beneficial Owner’s beneficial owner's interest in such Bond. (g) So long as the book-entry system is in effect, the Trustee Trustee, the Paying Agent, any co-paying agent and the Issuer Bond Registrar 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 DTCDTC Letter. (h) DTC The Securities Depository 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 beneficial owners of the Bonds Bonds, which shall include, without limitation, the name, address of record and taxpayer identification number of each such beneficial owner of the Bonds, to the Issuer or and the Trustee. If there is no successor Securities Depository appointed by the Issuer, the Trustee Trustee, based solely upon information provided to it in writing by the Securities Depository, which shall include, without limitation, the name, address of record and taxpayer identification number of each such beneficial owner of the Bonds, shall authenticate and deliver Bonds to the Beneficial Owners thereof beneficial owners thereof. In the event that the Company determines that the Securities Depository is incapable of discharging its responsibilities described herein or in accordance with any agreement among the information respecting the Beneficial Owners provided to Issuer, the Trustee by DTCand the Securities Depository, 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 shall (or i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities Exchange Act of 1934, as amended, notify the Securities Depository of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository or (ii) notify the Securities Depository and the beneficial owners, identified by the Securities Depository) at any time , of the availability through the Securities Depository of Bonds and transfer one or more separate Bonds to the beneficial owners, identified in writing by giving reasonable written notice the Securities Depository as having Bonds credited to DTC (or a successor Securities Depository) and the Trusteetheir accounts. In such event, the Issuer Bonds shall execute and deliver no longer be restricted to being registered in the Bond Register in the name of the Securities Depository, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names Bondholders transferring or exchanging Bonds shall designate, in accordance with the provisions of this Indenture. Upon the written consent of 100% of the beneficial owners of the Bonds, the Trustee, in accordance with any agreement among the Issuer, the Trustee, and the Trustee Securities Depository, shall withdraw the Bonds from the Securities Depository, and authenticate and deliver the Bonds fully registered 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 assignees of the Securities Depository or its nominee. If the request for such withdrawal is not the result of any Issuer action or inaction, such withdrawal, authentication and delivery shall be at the Trustee for the accuracy cost and expense (including costs of printing, preparing and delivering such information. The Chairman or Vice Chairman Bonds) 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 systemPersons requesting such withdrawal, authentication and delivery.

Book-Entry System. (a) DTC will act as Securities Depository for Upon the initial issuance and delivery of the Bonds. The , the Bonds shall be initially issued in the form of a single fully registered Bond registered in the name of Cede & Co. (DTC’s partnership the Securities Depository or its nominee). So long , as Cede & Co. is the Registered Owner registered owner of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or holders or Owners and held in the custody of the Bonds shall mean Cede & Co. and shall not mean Securities Depository or its designee. A single certificate (or such number of certificates required by the beneficial owners procedures of the Securities Depository) will be issued and delivered to the Securities Depository (or its designee) for the Bonds. (b) The ownership interest of each of , and 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 the Bonds will be recorded through the records of a DTC Participant. Transfers as provided herein, all transfers of beneficial ownership interests will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of Bonds is to receive, hold or deliver any Bond certificate. The Issuer, the Company and the Trustee will recognize the Securities Depository or its nominee as the Owner for all purposes, including notices. The Issuer, the Company, the Trustee and the Remarketing Agent 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 which are registered in and (ii) a certificate of any such Participant as to the name identity of, and the respective principal amount of Cede & Co. will be accompanied by book entries made by DTC andBonds beneficially owned by, in turn, by the DTC Participants who act on behalf of the Beneficial Owners of the Bonds. (c) With . Whenever, during the term of the Bonds, the beneficial ownership thereof is determined by a Book-Entry System at the Securities Depository, the requirements in this Indenture of holding, delivering or transferring Bonds shall be deemed modified to require the appropriate person to meet the requirements of the Securities Depository as to registering or transferring the book-entry Bonds to produce the same effect. Any provision hereof permitting or requiring delivery of Bonds shall, while the Bonds are in the Book-Entry System, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Except as otherwise specifically provided in this Indenture and the Bonds with respect to the rights of Participants and Beneficial Owners, when a Book-Entry System is in effect, the Issuer, the Trustee, 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 name purposes of Cede & Co.(i) payment of the principal or Purchase Price of, DTC’s partnership nomineepremium, if any, and interest on the Bonds or portion thereof to be redeemed or purchased, (ii) giving any notice permitted or required to be given to Owners under this Indenture, and (iii) the giving of any direction or consent or the making of any request by the Owners hereunder, and none of the Issuer, the Issuer and Trustee, the Remarketing Agent nor the Company shall be affected by any notice to the contrary. None of the Issuer, the Company, the Trustee shall or the Remarketing Agent will have no any responsibility or obligation obligations to the Securities Depository, any DTC Participant Participant, any Beneficial Owner or to any other person which is not shown on behalf of whom such a DTC Participant holds an interest in the BondsBond Register, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Issuer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of any records maintained by the records of DTC, Cede & Co. Securities Depository or any DTC Participant with respect to any ownership interest in the Bonds, Participant; (ii) the delivery to payment by the Securities Depository or by any DTC Participant or any other person, other than a Bondholder, as shown on the registration books, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than a Registered Owner, as shown in the registration books of any amount with due to any Beneficial Owner in respect to of the principal amount or redemption or Purchase Price of, premium, if any, or interest on, any Bonds; (iii) the delivery of any notice by the Securities Depository or any Participant; (iv) the selection of the Participants or the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds. ; or (dv) Notwithstanding any consent given or any other provisions of this Indenture to action taken by the 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 such Bond for the purpose of payment of principal, premium, if any, and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoeverSecurities Depository or any Participant. The Trustee shall pay all principal of, premium, if any, and interest on the Bonds registered in the name of a nominee of the Securities Depository only to or “upon the order of the respective owners, (as shown that phrase is used in the registration books Uniform Commercial Code as provided adopted in this Indenture, or their respective attorneys duly authorized in writingLouisiana) the Securities Depository, and all such payments shall be valid and effective to fully satisfy and discharge the IssuerCompany’s obligations with respect to payment of the principal of, premium, if any, and interest on, the on such 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 interest, pursuant to this Indenture. (f) Any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book. The Book-entry system is in effect, Entry System may be satisfied discontinued by the notation on the books of DTC or a DTC Participant, if applicable, of the transfer of the Beneficial Owner’s interest in such Bond. (g) So long as the book-entry system is in effect, the Trustee and the Issuer shall comply with Issuer, at the terms direction and expense of the Letter Company, and the Issuer and the Trustee will cause the delivery of RepresentationsBond certificates to such Beneficial Owners of the Bonds and registered in the names of such Beneficial Owners as shall be specified to the Trustee by the Securities Depository in writing, 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.under the following circumstances: (ha) DTC may determine The Securities Depository determines to discontinue providing its service with respect to the Bonds and no successor Securities Depository is appointed. Such a determination may be made at any time by giving reasonable written 30 days’ notice to the Issuer, the Company and the Trustee and discharging its responsibilities with respect thereto under applicable law. (b) The Company determines not to continue the Book-Entry System through a Securities Depository. In the event the Book-Entry System is discontinued, the Trustee shall mail a notice to the Securities Depository for distribution to the Beneficial Owners stating that the Securities Depository will no longer serve as securities depository, the procedures for obtaining Bonds and the provisions of this Indenture which govern the Bonds, including, but not limited to, provisions regarding authorized denominations, transfer and exchange, principal and interest payment and other related matters. When the Book-Entry System is not in effect, all relevant information on references herein to the Securities Depository shall be of no further force or effect and the Trustee shall, at the expense of the Company, issue Bonds directly to the Beneficial Owners. The Trustee reserves the right to initially issue the Bonds directly to the Beneficial Owners of the Bonds to the Issuer or the Trustee. If there is no successor Securities Depository appointed by the Issuer, if 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 receives an opinion of Bond Counsel that determines that use of the Issuer or Book-Entry System would cause 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 Trustee shall authenticate and deliver interest on the Bonds to the Beneficial Owners thereof be included in accordance with the information respecting the Beneficial Owners provided to the Trustee by DTC, but without any liability on the part gross income of the Issuer or the Trustee Owners 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 systemfederal income tax purposes.

Book-Entry System. Prior to the issuance of any Series of Bonds issued hereunder, the Agency may provide that such Series of Bonds (a) DTC will act as Securities Depository for the Bonds. The Bonds shall be initially issued as Book-Entry Bonds, and in such event, each maturity of such Series shall be in the form of a separate single fully registered Bond (which may be typewritten). Upon initial issuance, the ownership of each such Bond shall be registered in the bond register in the name of Cede & Co. (DTC’s partnership nominee). So long as Cede & Co. is the Registered Owner of the BondsNominee, as nominee of DTC, references herein to Registered Owners, Bondholders or 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 recorded through the records of a DTC ParticipantDepository. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners of the Bonds. (c) With respect to Bonds registered in the name of Cede & Co., DTC’s partnership nomineeBook-Entry Bonds, the Issuer Agency and the Trustee shall have no responsibility or obligation to any DTC Participant or to any person on behalf of whom which such a DTC Participant holds an interest in the such Book-Entry Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Issuer Agency and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTCthe Depository, Cede & Co. the Nominee, or any DTC Participant with respect to any ownership interest in the Book-Entry Bonds, (ii) the delivery to any DTC Participant or any other person, other than a Bondholder, an Owner as shown on in the registration booksbond register, of any notice with respect to the Book-Entry Bonds, including any notice of redemption, or (iii) the selection by the Depository and its Participants of the beneficial interests in Book-Entry Bonds to be redeemed in the event the Agency redeems such in part, or (iv) the payment to of any DTC Participant or any other person, other than a Registered Owner, an Owner as shown in the registration books bond register, of any amount with respect to principal or Accreted Value of, premium, if any, or interest on, the on Book-Entry Bonds. (d) Notwithstanding any other provisions of this Indenture to the contrary, the Issuer . The Agency and the Trustee shall be entitled to may treat and consider the person in whose name each Book-Entry Bond is registered in the registration books bond register as the absolute owner Owner of such Book-Entry Bond for the purpose of payment of principal, premium, if any, premium and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond▇▇▇▇, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Trustee shall pay all principal or Accreted Value of, premium, if any, and interest on the Bonds only to or upon the order of the respective ownersOwner, as shown in the registration books as provided in this Indenturebond register, or their his respective attorneys attorney duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the IssuerAgency’s obligations with respect to payment of principal or Accreted Value of, premium, if any, and interest on, on the Bonds to the extent of the sum or sums so paid. (e) . No person other than a Registered an Owner, as shown in the registration booksbond register, shall receive a Bond certificate evidencing the obligation of the Issuer Agency to make payments of principal, premium, if any, and interest, interest pursuant to this Indenture. (f) Any provision of this Indenture permitting or requiring the . Upon delivery of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on Depository to the books Owner, Trustee and Agency of DTC or written notice to the effect that the Depository has determined to substitute a DTC Participant, if applicable, new nominee in place of the transfer of Nominee, and subject to the Beneficial Owner’s interest in such Bond. (g) 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 provisions herein with respect to record dates, the Bonds at any time by giving reasonable written notice and all relevant information on the Beneficial Owners word Nominee in this Indenture shall refer to such nominee 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 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. (a) DTC will act as Securities Depository for the Bonds. The Bonds shall be initially issued in the form of a single fully registered Bond registered in the name of Cede & Co. (DTC’s 's partnership nominee). So long as Cede & Co. is the Registered Owner of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or 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 recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners of the Bonds. (c) With respect to Bonds registered in the name of Cede & Co., as DTC’s partnership 's nominee, the Issuer and the Trustee shall have no responsibility or obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Issuer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a Bondholder, as shown on the registration books, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than a Registered Owner, as shown in the registration books of any amount with respect to principal of, premium, if any, or interest on, the Bonds. (d) Notwithstanding any other provisions of this Indenture to the 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 such Bond for the purpose of payment of principal, premium, if any, and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to 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 respective 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 's obligations with respect to payment of principal of, premium, if any, and interest on, the 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 interest, pursuant to this Indenture. (f) Any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry book‑entry system is in effect, be satisfied by the notation on the books of DTC or a DTC Participant, if applicable, of the transfer of the Beneficial Owner’s 's interest in such Bond. (g) So long as the book-entry 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 TrusteeTrustee 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 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 Executive Director of the Issuer is are 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 book‑entry system.

Book-Entry System. (a) DTC will act as the initial Securities Depository for the Bonds. The Bonds shall be initially issued in the form of a single fully registered Bond registered in the name of Cede & Co. (Co., as nominee for DTC’s partnership nominee), as Registered Owner of the Bonds, and held in the custody of DTC. So long as Cede & Co. is the Registered Owner of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or holders or Owners of the Bonds shall mean Cede & Co. and shall not mean the beneficial owners of the Bonds. (b) The While DTC is the Securities Depository, the ownership interest of each of the Beneficial Owners beneficial owners of the Bonds will be recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners beneficial owners of the Bonds. (c) With respect to Bonds registered in the name of Cede & Co., DTC’s partnership nomineethe Securities Depository, the Issuer Authority, the Bond Registrar, the Paying Agent, any co-paying agent and the Trustee shall have no responsibility or obligation to any DTC Participant or to any person Person on behalf of whom such a DTC Participant Securities Depository holds an interest in the Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Issuer Authority, the Bond Registrar, the Paying Agent, any co-paying agent and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant the Securities Depository with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other personPerson, other than a Bondholder, as shown on the registration booksBond Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other personPerson, other than a Registered Owner, as shown in the registration books Bond Register of any amount with respect to principal of, premium, if any, or interest on, the Bonds. (d) Notwithstanding any other provisions of this Indenture to the contrary, the Issuer Authority, the Bond Registrar, the Paying Agent, any co-paying agent and the Trustee shall be entitled to treat and consider the person Person in whose name each Bond is registered in the registration books Bond Register as the absolute owner of such Bond for the purpose of payment of principal, premium, if any, and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Trustee Paying Agent shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the respective owners, as shown in the registration books Bond Register 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 Authority's obligations with respect to payment of principal of, premium, if any, and interest on, the Bonds to the extent of the sum or sums so paid. (e) No person Person other than a Registered Owner, as shown in the registration booksBond Register, shall receive a Bond certificate evidencing the obligation of the Issuer Authority to make payments of principal, premium, if any, and interest, pursuant to this Indenture. (f) Any Except in the case of payment upon maturity or redemption if the book-entry system is not in effect, any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of DTC or a DTC Participant, if applicablethe Securities Depository, of the transfer of the Beneficial Owner’s beneficial owner's interest in such Bond. (g) So long as the book-entry system is in effect, the Trustee Trustee, the Paying Agent, any co-paying agent and the Issuer Bond Registrar 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 DTCDTC Letter. (h) DTC The Securities Depository 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 beneficial owners of the Bonds Bonds, which shall include, without limitation, the name, address of record and taxpayer identification number of each such beneficial owner of the Bonds, to the Issuer or Authority and the Trustee. If there is no successor Securities Depository appointed by the IssuerAuthority, the Trustee Trustee, based solely upon information provided to it in writing by the Securities Depository, which shall include, without limitation, the name, address of record and taxpayer identification number of each such beneficial owner of the Bonds, shall authenticate and deliver Bonds to the Beneficial Owners thereof beneficial owners thereof. In the event that the Company determines that the Securities Depository is incapable of discharging its responsibilities described herein or in accordance with any agreement among the information respecting the Beneficial Owners provided to Authority, the Trustee by DTCand the Securities Depository, but without any liability on the part of the Issuer or the Trustee for the accuracy of such information. The IssuerAuthority, at the direction of the Company, may determine not to continue participation in the system of book entry transfers through DTC shall (or i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities Exchange Act of 1934, as amended, notify the Securities Depository of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository or (ii) notify the Securities Depository and the beneficial owners, identified by the Securities Depository) at any time , of the availability through the Securities Depository of Bonds and transfer one or more separate Bonds to the beneficial owners, identified in writing by giving reasonable written notice the Securities Depository as having Bonds credited to DTC (or a successor Securities Depository) and the Trusteetheir accounts. In such event, the Issuer Bonds shall execute and deliver no longer be restricted to being registered in the Bond Register in the name of the Securities Depository, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names Bondholders transferring or exchanging Bonds shall designate, in accordance with the provisions of this Indenture. Upon the written consent of 100% of the beneficial owners of the Bonds, the Trustee, in accordance with any agreement among the Authority, the Trustee, and the Trustee Securities Depository, shall withdraw the Bonds from the Securities Depository, and authenticate and deliver the Bonds fully registered to the Beneficial Owners thereof in accordance assignees of the Securities Depository or its nominee. If the request for such withdrawal is not the result of any Authority action or inaction, such withdrawal, authentication and delivery shall be at the cost and expense (including costs of printing, preparing and delivering such Bonds) of the Persons requesting such withdrawal, authentication and delivery. In connection with any proposed transfer outside the information respecting book-entry system, the Beneficial Owners Authority or the Company shall provide or cause to be provided to the Trustee by DTCall information necessary to allow the Trustee to comply with any applicable tax reporting obligations, but including without limitation any liability cost basis reporting obligations under Code Section 6045. The Trustee may rely on the part of the Issuer information provided to it and shall have no responsibility to verify or the Trustee for ensure 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. During the Cash Collateralized Mode: (a) DTC will act Except as Securities provided in subparagraph (c) of this Section 2.11, the registered owner of all of the Bonds shall be, and the Bonds shall be registered in the name of, Cede & Co. (“Cede”), as nominee of The Depository Trust Company (“DTC”). Payment of semi-annual interest for any Bonds shall be made by transfer of same-day funds to the account of Cede on the interest payment date for the Bonds. Bonds at the address indicated for Cede in the registration books of the Issuer kept by the Trustee. (b) The Bonds shall be initially issued in the form of a separate single fully registered Bond bond in the amount of each separately stated maturity of the Bonds. Upon initial issuance, the ownership of such Bonds shall be registered in the registry books of the Issuer kept by the Trustee in the name of Cede & Co. (DTC’s partnership nominee). So long as Cede & Co. is the Registered Owner of the BondsCede, as nominee of DTC, references herein to Registered Owners, Bondholders or 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 recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners of the Bonds. (c) With respect to Bonds registered in the registry books kept by the Trustee in the name of Cede & Co.Cede, as nominee of DTC’s partnership nominee, the Issuer and the Trustee shall have no responsibility or obligation to any participant of DTC Participant (a “Participant”) or to any person on behalf of for whom such a DTC Participant holds acquires an interest in the Bonds, except as provided in this IndentureBonds (a “Beneficial Owner”). Without limiting the immediately preceding sentence, the Issuer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant Participant, any Beneficial Owner or any other person, other than a Bondholder, as shown on the registration booksDTC, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant Participant, any Beneficial Owner or any other person, other than a Registered OwnerDTC, as shown in the registration books of any amount with respect to the principal of, premium, if any, of or interest on, on the Bonds. (d) Notwithstanding any other provisions of this Indenture to the contrary, the . The Issuer and the Trustee shall may treat as and deem DTC to be entitled to treat and consider the person in whose name each Bond is registered in the registration books as the absolute owner of such each Bond for the purpose of payment of principal, premium, if any, the principal of and interest with respect to on such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Trustee shall pay all principal of, premium, if any, of and interest on the Bonds only to or upon the order of the respective owners, as shown in the registration books as provided in this Indenture, or their respective attorneys duly authorized in writingDTC, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer’s obligations with respect to payment the principal of principal of, premium, if any, and interest on, on the Bonds to the extent of the sum or sums so paid. (e) . Payments of principal may be made without requiring the surrender of the Bonds, and the Issuer and Trustee shall not be liable for the failure of DTC or any successor thereto to properly indicate on the Bonds the payment of such principal. No person other than a Registered Owner, as shown in the registration books, DTC shall receive a Bond certificate evidencing the obligation of the Issuer to make payments of principal, premium, if any, principal of and interest, interest on the Bonds pursuant to this Indenture. (f) Any provision . Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the transfer provisions hereof, the word “Cede” in this Indenture permitting or requiring the delivery shall refer to such new nominee of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of DTC or a DTC Participant, if applicable, of the transfer of the Beneficial Owner’s interest in such Bond. (g) 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. (hc) (i) DTC may determine to discontinue providing its service services 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 Trusteeand discharging its responsibilities with respect thereto under applicable law. If Under such circumstances (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 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 eventsecurities depository), the Issuer shall execute and deliver to the Trustee, and the Trustee shall authenticate and deliver the Bonds to the Beneficial Owners thereof Bond certificates will be delivered as described 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 systemthis Indenture.

Book-Entry System. (a) DTC will shall act as Securities the initial Depository for the Bonds. The One Bond for each maturity of the Bonds shall be initially issued in the form of executed, authenticated, and delivered as set forth herein with a single separate fully registered Bond registered certificate (in the name of Cede & Co. (DTC’s partnership nomineeprint or typewritten form). So long as Cede & Co. is Upon initial execution, authentication, and delivery, the Registered Owner of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or holders or Owners ownership 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 recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners of the Bonds. (c) With respect to Bonds registered Bond Register in the name of Cede & Co., DTC’s partnership nominee, as nominee of DTC or such nominee as DTC shall appoint in writing. The representatives of the Issuer County and the Trustee Fiscal Agent are hereby authorized to take any and all actions as may be necessary and not inconsistent with this Agreement to qualify the Bonds for the Depository’s book-entry system, including the execution of the Depository’s required representation letter. With respect to Bonds registered in the Bond Register in the name of Cede & Co., as nominee of DTC, neither the County nor the Fiscal Agent shall have no any responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC Participant holds Bonds as Depository from time to time (the “DTC Participants”) or to any person on behalf of whom such for which a DTC Participant holds acquires an interest in the Bonds, except as provided in this IndentureBonds (the “Beneficial Owners”). Without limiting the immediately preceding sentence, neither the Issuer and County nor the Trustee Fiscal Agent shall have no any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. Co., or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant Participant, any Beneficial Owner, or any other person, other than a Bondholder, as shown on the registration booksDTC, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the selection by the Depository of the beneficial interests in the Bonds to be redeemed in the event the County elects to redeem the Bonds in part, (iv) the payment to any DTC Participant Participant, any Beneficial Owner, or any other person, other than a Registered OwnerDTC, as shown in the registration books of any amount with respect to the principal of, premium, if anyof or interest on the Bonds, or interest on(v) any consent given or other action taken by the Depository as Owner of the Bonds. Except as set forth above, the Bonds. (d) Notwithstanding any other provisions Fiscal Agent may treat as and deem DTC to be the absolute Owner of this Indenture to the contrary, the Issuer and the Trustee shall be entitled to treat and consider the person in whose name each Bond for which DTC is registered in the registration books acting as the absolute owner of such Bond Depository for the purpose of payment of principal, premium, if any, the principal of and interest with respect to on such BondBonds, for the purpose of giving notices of redemption and other matters with respect to such BondBonds, for the purpose of registering transfers with respect to such BondBonds, and for all other purposes whatsoever. The Trustee Fiscal Agent shall pay all principal of, premium, if any, of and interest on the Bonds only to or upon the order of the respective owners, Owners as shown in on the registration books as provided in this Indenture, or their respective attorneys duly authorized in writingBond Register, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer’s all obligations with respect to payment the principal of principal of, premium, if any, and interest on, on the Bonds to the extent of the sum or sums amounts so paid. (e) . No person other than a Registered an Owner, as shown in on the registration booksBond Register, shall receive a Bond certificate evidencing physical Bond. Upon delivery by DTC to the obligation Fiscal Agent of written notice to the Issuer effect that DTC has determined to make payments substitute a new nominee in place of principal, premium, if anyCede & Co., and interest, pursuant subject to this Indenture. (f) Any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of DTC or a DTC Participant, if applicable, of the transfer of the Beneficial Owner’s interest provisions in such Bond. (g) 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 Section 2.06 hereof, or an alternate Letter references to “Cede & Co.” in this Section 2.13 shall refer to such new nominee of Representations as required by DTC. (h) . DTC may determine to discontinue providing its service services with respect to the Bonds at any time by giving reasonable written notice to the Fiscal Agent during any time that the Bonds are Outstanding, and all relevant information on discharging its responsibilities with respect thereto under applicable law. The County may terminate the services of DTC with respect to the Bonds if it determines that DTC is unable to discharge its responsibilities with respect to the Bonds or that continuation of the system of book-entry transfers through DTC is not in the best interest of the Beneficial Owners, and the County shall mail notice of such termination to the Fiscal Agent. Upon the termination of the services of DTC as provided in the previous paragraph, and if no substitute Depository willing to undertake the functions hereunder can be found which is willing and able to undertake such functions upon reasonable or customary terms, or if the County determines that it is in the best interest of the Beneficial Owners of the Bonds that they be able to the Issuer or the Trustee. If there is no successor Securities Depository appointed by the Issuerobtain certificated Bonds, the Trustee Bonds shall authenticate and deliver Bonds no longer be restricted to being registered in the Bond Register in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or names the Owners shall designate at that time, in accordance with Section 2.06. To the extent that the Beneficial Owners thereof are designated as the transferee by the Owners, in accordance with Section 2.06, the information respecting the Bonds will be delivered to such 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 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 systemas soon as practicable.

Book-Entry System. (a) DTC will act Anything in this Indenture to the contrary notwithstanding, any Bond may be authorized and issued as Securities Depository for the Bonds. The Bonds shall be initially issued in the form of a single fully registered Bond registered in the name of Cede & Co. (DTC’s partnership nominee). So long as Cede & Co. is the Registered Owner of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or holders or Owners of the Bonds shall mean Cede & Co. and shall not mean the beneficial owners of the BondsBook-Entry Bond. (b) The ownership interest For all purposes of each of this Indenture, the Beneficial Owners of the Bonds will be recorded through the records Owner of a DTC Participant. Transfers of beneficial ownership interests in Book-Entry Bond shall be the Bonds which are registered in Securities Depository therefor and neither the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners of the Bonds. (c) With respect to Bonds registered in the name of Cede & Co., DTC’s partnership nomineeIssuer, the Issuer and Trustee, the Trustee Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar shall have no any responsibility or obligation to any DTC Participant the beneficial owner of such Bond or to any person on behalf of whom direct or indirect participant in such a DTC Participant holds an interest in the BondsSecurities Depository, except as expressly provided in this Indenture. Without limiting the immediately preceding sentencegenerality of the foregoing, neither the Issuer, the Issuer and Trustee, the Trustee Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar shall have no any responsibility or obligation to any such participant or to the beneficial owner of a Book-Entry Bond with respect to (i) the accuracy of the records of DTC, Cede & Co. the Securities Depository or any DTC Participant participant with respect to any beneficial ownership interest in the Bondssuch Bond, (ii) the delivery to any DTC Participant participant of the Securities Depository, the beneficial owner of such Bond or any other person, other than a Bondholder, as shown on the registration booksSecurities Depository, of any notice with respect to the Bondssuch Bond, including any notice of redemptionthe redemption or purchase thereof, or (iii) the payment to any DTC Participant participant of the Securities Depository, the beneficial owner of such Bond or any other person, other than a Registered Ownerthe Securities Depository, as shown in the registration books of any amount with respect to principal ofthe principal, premiumredemption price, if anyapplicable, or purchase price of, or interest on, the Bonds. (d) Notwithstanding any other provisions of this Indenture to the contrarysuch Bond. The Issuer, the Issuer Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent and the Trustee shall be entitled Registrar may treat the Securities Depository therefor as, and deem such Securities Depository to treat and consider the person in whose name each Bond is registered in the registration books as be, the absolute owner of such a Book-Entry Bond for the purpose of all purposes whatsoever, including, but not limited to, (1) payment of the principal, premiumredemption price, if anyapplicable, or purchase price of, and interest with respect to on, such Bond, for the purpose of (2) giving notices of redemption or purchase and of other matters with respect to such Bond, for the purpose of (3) registering transfers with respect to such Bond as permitted hereby and (4) except as expressly provided in this Indenture, giving to the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent or the Registrar any notice, consent, request or demand pursuant to the Indenture for any purpose whatsoever. The Trustee, acting as Paying Agent, shall pay the principal or redemption price, if applicable, of, and interest on, a Book-Entry Bond, and for all other purposes whatsoever. The Trustee the Trustee, acting as Tender Agent, shall pay all principal ofthe purchase price of a Book-Entry Bond, premium, if any, and interest on the Bonds only to or upon the order of the respective owners, as shown in the registration books as provided in this Indenture, or their respective attorneys duly authorized in writingSecurities Depository therefor, and all such payments shall be valid and effective to satisfy fully satisfy and discharge the Issuer’s obligations with respect to payment of such principal of, premium, if anyor redemption price or purchase price, and interest oninterest, the Bonds to the extent of the sum or sums so paid. Except as otherwise provided in subsection (d) of this Section 2.13, no person other than the Securities Depository shall receive a Bond or other instrument evidencing the Issuer’s obligation to make payments of the principal, redemption price or purchase price thereof, and interest thereon. (c) The Issuer, by notice to the Trustee, the Paying Agent, the Tender Agent, the Registrar, the Remarketing Agent, the Auction Agent and a Securities Depository, may, with the 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 the Book-Entry Bonds for which such Securities Depository serves as securities depository if the Issuer determines that (i) the Securities Depository is unable to discharge its responsibilities with respect to such Bond or (ii) a continuation of the requirement that all of the Bonds issued as Book-Entry Bonds be registered in the registration books of the Issuer kept by the Trustee in the name of the Securities Depository is not in the best interests of the beneficial owners of such Bonds or of the Issuer. (d) Upon the termination of the services of a Securities Depository with respect to a Book-Entry Bond pursuant to clause (ii) of subsection (c) of this Section 2.13, such Bond no longer shall be restricted to being registered in the registration books kept by the Registrar in the name of a Securities Depository. Upon the termination of the services of a Securities Depository with respect to a Book-Entry Bond pursuant to clause (i) of subsection (c) of this Section 2.13, the Issuer may, with the prior written consent of the Borrower, and shall, at the written direction of an Authorized Borrower Representative, within ninety (90) days thereafter appoint a substitute securities depository which, in the opinion of the Issuer, is willing and able to undertake the functions of Securities Depository under this Indenture upon reasonable and customary terms. If no such successor can be found within such period, such Book-Entry Bond shall no longer be restricted to being registered in the registration books of the Issuer kept by the Trustee in the name of a Securities Depository. In the event that a Book-Entry Bond shall no longer be restricted to being registered in the registration books of the Issuer kept by the Trustee in the name of a Securities Depository, (i) the Issuer shall execute and the Trustee shall authenticate and deliver, upon presentation and surrender of the Book-Entry Bond, Bond certificates as requested by the Securities Depository so terminated of like principal amount, maturity and interest rate, in Authorized Denominations, to the identifiable beneficial owners in replacement of such beneficial owners’ beneficial ownership interests in such Book-Entry Bond and (ii) the Trustee shall notify the Remarketing Agent, the Auction Agent and the Borrower that the Bonds are no longer restricted to being registered in the registration books of the Issuer kept by the Trustee in the name of a Securities Depository; provided, however that such registration shall not be terminated by the Issuer or the Borrower without an opinion of Bond Counsel confirming that such termination of registration will not adversely affect the Tax-Exempt status of any Bonds. (e) No person other than Anything in this Indenture to the contrary notwithstanding, payment of the redemption price of a Registered OwnerBook-Entry Bond, or portion thereof, called for redemption prior to maturity may be paid to the Securities Depository by wire transfer of immediately available funds. Anything in the Indenture to the contrary notwithstanding, such redemption price may be paid without presentation and surrender to the Trustee, as 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 interest, pursuant to this Indenture. (f) Any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of DTC or a DTC Participant, if applicablePaying Agent, of the transfer of the Beneficial Owner’s interest in such Book-Entry Bond. (g) 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 portion thereof, called for redemption; provided, however, that payment of Representations (a) the principal payable at maturity of a Book-Entry Bond and (b) the redemption price of a Book Entry Bond as required by DTC. (h) DTC may determine to discontinue providing its service with respect which the entire principal amount thereof has been called for redemption shall be payable only upon presentation and surrender of such Book-Entry Bond to the Bonds at any time Trustee, as Paying Agent; and provided, further, that no such redemption price shall be so payable without presentation and surrender unless such Book-Entry Bond shall contain or have endorsed thereon a legend substantially to the following effect (or such other legend(s) of similar content as may be determined to be necessary or desirable by giving reasonable written notice and all relevant information on the Beneficial Owners of the Bonds to the Issuer or the TrusteeSecurities Depository): “AS PROVIDED IN THE INDENTURE REFERRED TO HEREIN, UNTIL THE TERMINATION OF THE SYSTEM OF BOOK-ENTRY-ONLY TRANSFERS THROUGH [NAME OF SECURITIES DEPOSITORY] (TOGETHER WITH ANY SUCCESSOR SECURITIES DEPOSITORY APPOINTED PURSUANT TO THE INDENTURE, “[NAME OF SECURITIES DEPOSITORY]”), AND NOTWITHSTANDING ANY OTHER PROVISION OF THE INDENTURE TO THE CONTRARY, (A) THIS BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO A NOMINEE OF [NAME OF SECURITIES DEPOSITORY], OR BY A NOMINEE OF [NAME OF SECURITIES DEPOSITORY] TO [NAME OF SECURITIES DEPOSITORY] OR A NOMINEE OF [NAME OF SECURITIES DEPOSITORY], OR BY [NAME OF SECURITIES DEPOSITORY] OR A NOMINEE OF [NAME OF SECURITIES DEPOSITORY] TO ANY SUCCESSOR SECURITIES DEPOSITORY OR ANY NOMINEE THEREOF AND (B) A PORTION OF THE PRINCIPAL AMOUNT OF THIS BOND MAY BE PAID OR REDEEMED WITHOUT SURRENDER HEREOF TO THE PAYING AGENT. If there is no successor [NAME OF SECURITIES DEPOSITORY] OR A NOMINEE, TRANSFEREE OR ASSIGNEE OF [NAME OF SECURITIES DEPOSITORY] MAY NOT RELY UPON THE PRINCIPAL AMOUNT INDICATED HEREON AS THE PRINCIPAL AMOUNT HEREOF OUTSTANDING AND UNPAID. THE PRINCIPAL AMOUNT HEREOF OUTSTANDING AND UNPAID SHALL FOR ALL PURPOSES BE THE AMOUNT DETERMINED IN THE MANNER PROVIDED IN THE INDENTURE.” Anything in this Indenture to the contrary notwithstanding, upon any such payment to the Securities Depository appointed without presentation and surrender, for all purposes of (i) the Book-Entry Bond as to which such payment has been made and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the 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 DTC (or a successor Securities Depository) at any time by giving reasonable written notice to DTC (or a successor Securities Depository) and the Trusteeprincipal amount so paid. In such event, the Issuer Trustee shall execute and deliver notify forthwith the Remarketing Agent or the Auction Agent as to the Trusteeparticular Book-Entry Bond as to which such payment has been made, and the principal amount of such Bond so paid, and the Trustee shall authenticate note such payment on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (f) For all purposes of this Indenture authorizing or permitting the purchase of Bonds, or portions thereof, by, or for the account of, the Issuer for cancellation, and deliver anything in the Indenture to the contrary notwithstanding, a portion of a Book-Entry Bond may be deemed to have been purchased and cancelled without surrender thereof upon delivery to the Trustee of a certificate executed by the Issuer and a participant of the Securities Depository therefor to the effect that a beneficial ownership interest in such Bond, in the principal amount stated therein, has been purchased by, or for the account of, the Issuer through the participant of the Securities Depository executing such certificate; provided, however, that any purchase for cancellation of the entire principal amount of a Book-Entry Bond shall be effective for purposes of the Indenture only upon surrender of such Book-Entry Bond to the Paying Agent; and provided, further, that no portion of a Book-Entry Bond may be deemed to have been so purchased and cancelled without surrender thereof unless such Book-Entry Bond shall contain or have endorsed thereon the legend referred to in subsection (e) of this Section 2.13. Anything in the Indenture to the contrary notwithstanding, upon delivery of any such certificate to the Trustee, for all purposes of (i) the Book-Entry Bond to which such certificate relates and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so purchased. In such event, the Trustee shall immediately notify the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made and the amount thereof and shall note such reduction in principal amount of such Book-Entry Bond Outstanding on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (g) Anything in this Indenture to the contrary notwithstanding, a Securities Depository may make a notation on a Book-Entry Bond (i) redeemed in part or (ii) purchased by, or for the account of, the Issuer in part for cancellation, to reflect, for informational purposes only, the date of such redemption or purchase and the principal amount thereof redeemed or deemed cancelled, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in subsection (e) or (f) of this Section 2.13, as the case may be. (h) Anything in this Indenture to the contrary notwithstanding, in the case of a Book-Entry Bond, the Issuer shall be authorized to redeem or purchase (by or for the account of the Issuer) less than all of the entire Outstanding principal amount thereof, and in the event of such partial defeasance, redemption, purchase or refunding, the provisions of the Indenture relating to the defeasance, redemption, purchase or refunding of a Bond or Bonds shall be deemed to refer to the defeasance, redemption, purchase or refunding of a portion of a Bond. (i) The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent may enter into an agreement with a Securities Depository for the Bonds providing for procedures for the registration, payment, tender and delivery of notices relating to the Beneficial Owners thereof in accordance Bonds, provided that the terms of such agreement shall not be inconsistent with the information respecting terms of this Indenture. Any such agreement may provide that (i) such Securities Depository is not required to present a Bond to the Beneficial Owners provided Trustee in order to receive a partial payment of principal; (ii) a Bond need not be delivered to the Trustee in order for a tender of such Bond pursuant to Article IV of this Indenture to be effective or in order for the purchase price of such tendered Bond to be paid and that notice of tender of a Bond for purchase pursuant to Article IV hereof may be given to the Trustee by DTC, but without any liability a beneficial owner of a Bond or a direct participant of the Securities Depository; (iii) a legend with respect to the registration of the Bond in the name of the Securities Depository shall appear on each Bond so long as the Bonds are subject to such agreement; and (iv) different provisions for notices to such Securities Depository may be set forth therein; and such provisions shall be binding on the part of Issuer, the Issuer or Trustee, the Trustee Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent for so long as such Securities Depository is 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 Securities Depository for the DTC bookBook-entry systemEntry Bonds hereunder.

Book-Entry System. (a) DTC will act Anything in this Indenture to the contrary notwithstanding, any Bond may be authorized and issued as Securities Depository for the Bonds. The Bonds shall be initially issued in the form of a single fully registered Bond registered in the name of Cede & Co. (DTC’s partnership nominee). So long as Cede & Co. is the Registered Owner of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or holders or Owners of the Bonds shall mean Cede & Co. and shall not mean the beneficial owners of the BondsBook-Entry Bond. (b) The ownership interest For all purposes of each of this Indenture, the Beneficial Owners of the Bonds will be recorded through the records Owner of a DTC Participant. Transfers of beneficial ownership interests in Book-Entry Bond shall be the Bonds which are registered in Securities Depository therefor and neither the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners of the Bonds. (c) With respect to Bonds registered in the name of Cede & Co., DTC’s partnership nomineeIssuer, the Issuer and Trustee, the Trustee Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar shall have no any responsibility or obligation to any DTC Participant the beneficial owner of such Bond or to any person on behalf of whom direct or indirect participant in such a DTC Participant holds an interest in the BondsSecurities Depository, except as expressly provided in this Indenture. Without limiting the immediately preceding sentencegenerality of the foregoing, neither the Issuer, the Issuer and Trustee, the Trustee Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar shall have no any responsibility or obligation to any such participant or to the beneficial owner of a Book-Entry Bond with respect to (i) the accuracy of the records of DTC, Cede & Co. the Securities Depository or any DTC Participant participant with respect to any beneficial ownership interest in the Bondssuch Bond, (ii) the delivery to any DTC Participant participant of the Securities Depository, the beneficial owner of such Bond or any other person, other than a Bondholder, as shown on the registration booksSecurities Depository, of any notice with respect to the Bondssuch Bond, including any notice of redemptionthe redemption or purchase thereof, or (iii) the payment to any DTC Participant participant of the Securities Depository, the beneficial owner of such Bond or any other person, other than a Registered Ownerthe Securities Depository, as shown in the registration books of any amount with respect to principal ofthe principal, premiumredemption price, if anyapplicable, or purchase price of, or interest on, the Bonds. (d) Notwithstanding any other provisions of this Indenture to the contrarysuch Bond. The Issuer, the Issuer Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent and the Trustee shall be entitled Registrar may treat the Securities Depository therefor as, and deem such Securities Depository to treat and consider the person in whose name each Bond is registered in the registration books as be, the absolute owner of such a Book-Entry Bond for the purpose of all purposes whatsoever, including, but not limited to, (1) payment of the principal, premiumredemption price, if anyapplicable, or purchase price of, and interest with respect to on, such Bond, for the purpose of (2) giving notices of redemption or purchase and of other matters with respect to such Bond, for the purpose of (3) registering transfers with respect to such Bond as permitted hereby and (4) except as expressly provided in this Indenture, giving to the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent or the Registrar any notice, consent, request or demand pursuant to the Indenture for any purpose whatsoever. The Trustee, acting as Paying Agent, shall pay the principal or redemption price, if applicable, of, and interest on, a Book-Entry Bond, and for all other purposes whatsoever. The Trustee the Trustee, acting as Tender Agent, shall pay all principal ofthe purchase price of a Book-Entry Bond, premium, if any, and interest on the Bonds only to or upon the order of the respective owners, as shown in the registration books as provided in this Indenture, or their respective attorneys duly authorized in writingSecurities Depository therefor, and all such payments shall be valid and effective to satisfy fully satisfy and discharge the Issuer’s obligations with respect to payment of such principal of, premium, if anyor redemption price or purchase price, and interest oninterest, the Bonds to the extent of the sum or sums so paid. Except as otherwise provided in subsection (d) of this Section 2.13, no person other than the Securities Depository shall receive a Bond or other instrument evidencing the Issuer’s obligation to make payments of the principal, redemption price or purchase price thereof, and interest thereon. (c) The Issuer, by notice to the Trustee, the Paying Agent, the Tender Agent, the Registrar, the Remarketing Agent, the Auction Agent and a Securities Depository, may, with the 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 the Book-Entry Bonds for which such Securities Depository serves as securities depository if the Issuer 29 determines that (i) the Securities Depository is unable to discharge its responsibilities with respect to such Bond or (ii) a continuation of the requirement that all of the Bonds issued as Book-Entry Bonds be registered in the registration books of the Issuer kept by the Trustee in the name of the Securities Depository is not in the best interests of the beneficial owners of such Bonds or of the Issuer. (d) Upon the termination of the services of a Securities Depository with respect to a Book-Entry Bond pursuant to clause (ii) of subsection (c) of this Section 2.13, such Bond no longer shall be restricted to being registered in the registration books kept by the Registrar in the name of a Securities Depository. Upon the termination of the services of a Securities Depository with respect to a Book-Entry Bond pursuant to clause (i) of subsection (c) of this Section 2.13, the Issuer may, with the prior written consent of the Borrower, and shall, at the written direction of an Authorized Borrower Representative, within ninety (90) days thereafter appoint a substitute securities depository which, in the opinion of the Issuer, is willing and able to undertake the functions of Securities Depository under this Indenture upon reasonable and customary terms. If no such successor can be found within such period, such Book-Entry Bond shall no longer be restricted to being registered in the registration books of the Issuer kept by the Trustee in the name of a Securities Depository. In the event that a Book-Entry Bond shall no longer be restricted to being registered in the registration books of the Issuer kept by the Trustee in the name of a Securities Depository, (i) the Issuer shall execute and the Trustee shall authenticate and deliver, upon presentation and surrender of the Book-Entry Bond, Bond certificates as requested by the Securities Depository so terminated of like principal amount, maturity and interest rate, in Authorized Denominations, to the identifiable beneficial owners in replacement of such beneficial owners’ beneficial ownership interests in such Book-Entry Bond and (ii) the Trustee shall notify the Remarketing Agent, the Auction Agent and the Borrower that the Bonds are no longer restricted to being registered in the registration books of the Issuer kept by the Trustee in the name of a Securities Depository; provided, however that such registration shall not be terminated by the Issuer or the Borrower without an opinion of Bond Counsel confirming that such termination of registration will not adversely affect the Tax-Exempt status of any Bonds. (e) No person other than Anything in this Indenture to the contrary notwithstanding, payment of the redemption price of a Registered OwnerBook-Entry Bond, or portion thereof, called for redemption prior to maturity may be paid to the Securities Depository by wire transfer of immediately available funds. Anything in the Indenture to the contrary notwithstanding, such redemption price may be paid without presentation and surrender to the Trustee, as 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 interest, pursuant to this Indenture. (f) Any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of DTC or a DTC Participant, if applicablePaying Agent, of the transfer of the Beneficial Owner’s interest in such Book-Entry Bond. (g) 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 portion thereof, called for redemption; provided, however, that payment of Representations (a) the principal payable at maturity of a Book-Entry Bond and (b) the redemption price of a Book-Entry Bond as required by DTC. (h) DTC may determine to discontinue providing its service with respect which the entire principal amount thereof has been called for redemption shall be payable only upon presentation and surrender of such Book-Entry Bond to the Bonds at any time Trustee, as Paying Agent; and provided, further, that no such redemption price shall be so payable without presentation and surrender unless such Book-Entry Bond shall contain or have endorsed thereon a legend substantially to the effect set forth in Exhibit A hereto (or such other legend(s) of similar content as may be determined to be necessary or desirable by giving reasonable written notice and all relevant information on the Beneficial Owners of the Bonds to the Issuer or the TrusteeSecurities Depository). If there is no successor Anything in this Indenture to the contrary notwithstanding, upon any such payment to the Securities Depository appointed without presentation and surrender, for all purposes of (i) the Book-Entry Bond as to which such payment has been made and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding 30 shall be reduced automatically 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 DTC (or a successor Securities Depository) at any time by giving reasonable written notice to DTC (or a successor Securities Depository) and the Trusteeprincipal amount so paid. In such event, the Issuer Trustee shall execute and deliver notify forthwith the Remarketing Agent or the Auction Agent as to the Trusteeparticular Book-Entry Bond as to which such payment has been made, and the principal amount of such Bond so paid, and the Trustee shall authenticate note such payment on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (f) For all purposes of this Indenture authorizing or permitting the purchase of Bonds, or portions thereof, by, or for the account of, the Issuer for cancellation, and deliver anything in the Bonds Indenture to the Beneficial Owners contrary notwithstanding, a portion of a Book-Entry Bond may be deemed to have been purchased and cancelled without surrender thereof in accordance with the information respecting the Beneficial Owners provided upon delivery to the Trustee of a certificate executed by DTCthe Issuer and a participant of the Securities Depository therefor to the effect that a beneficial ownership interest in such Bond, but in the principal amount stated therein, has been purchased by, or for the account of, the Issuer through the participant of the Securities Depository executing such certificate; provided, however, that any purchase for cancellation of the entire principal amount of a Book-Entry Bond shall be effective for purposes of the Indenture only upon surrender of such Book-Entry Bond to the Paying Agent; and provided, further, that no portion of a Book-Entry Bond may be deemed to have been so purchased and cancelled without surrender thereof unless such Book-Entry Bond shall contain or have endorsed thereon the legend referred to in subsection (e) of this Section 2.13. Anything in the Indenture to the contrary notwithstanding, upon delivery of any liability such certificate to the Trustee, for all purposes of (i) the Book-Entry Bond to which such certificate relates and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so purchased. In such event, the Trustee shall immediately notify the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made and the amount thereof and shall note such reduction in principal amount of such Book-Entry Bond Outstanding on the part registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (g) Anything in this Indenture to the contrary notwithstanding, a Securities Depository may make a notation on a Book-Entry Bond (i) redeemed in part or the Trustee (ii) purchased by, or for the accuracy account of, the Issuer in part for cancellation, to reflect, for informational purposes only, the date of such information. The Chairman redemption or Vice Chairman purchase and the principal amount thereof redeemed or deemed cancelled, but failure to make any such notation shall not affect the automatic reduction of the Issuer is hereby authorized to execute any additional Letter principal amount of Representations such Book-Entry Bond Outstanding as provided in subsection (e) or similar document necessary from time to time to continue or provide for (f) of this Section 2.13, as the DTC book-entry systemcase may be.

Book-Entry System. (a) DTC will act as Securities Depository for Upon the initial issuance and delivery of the Bonds. The , the Bonds shall be initially issued in the form of a single fully registered Bond registered in the name of Cede & Co. (DTC’s partnership the Securities Depository or its nominee). So long , as Cede & Co. is the Registered Owner registered owner of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or holders or Owners and held in the custody of the Bonds shall mean Cede & Co. and shall not mean Securities Depository or its designee. A single certificate (or such number of certificates required by the beneficial owners procedures of the Securities Depository) will be issued and delivered to the Securities Depository (or its designee) for the Bonds. (b) The ownership interest of each of , and 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 the Bonds will be recorded through the records of a DTC Participant. Transfers as provided herein, all transfers of beneficial ownership interests will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of Bonds is to receive, hold or deliver any Bond certificate. The Issuer, the Company and the Trustee will recognize the Securities Depository or its nominee as the Owner for all purposes, including notices. The Issuer, the Company, the Trustee and the Remarketing Agent 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 which are registered in and (ii) a certificate of any such Participant as to the name identity of, and the respective principal amount of Cede & Co. will be accompanied by book entries made by DTC andBonds beneficially owned by, in turn, by the DTC Participants who act on behalf of the Beneficial Owners of the Bonds. (c) With respect to Bonds registered in . Whenever, during the name term of Cede & Co., DTC’s partnership nominee, the Issuer and the Trustee shall have no responsibility or obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds, except the beneficial ownership thereof is determined by a Book- Entry System at the Securities Depository, the requirements in this Indenture of holding, delivering or transferring Bonds shall be deemed modified to require the appropriate person to meet the requirements of the Securities Depository as to registering or transferring the book-entry Bonds to produce the same effect. Any provision hereof permitting or requiring delivery of Bonds shall, while the Bonds are in the Book-Entry System, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Except as otherwise specifically provided in this Indenture. Without limiting the immediately preceding sentence, the Issuer Indenture and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a Bondholder, as shown on the registration books, of any notice Bonds with respect to the Bondsrights of Participants and Beneficial Owners, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than when a Registered Owner, as shown Book-Entry System is in the registration books of any amount with respect to principal of, premium, if any, or interest oneffect, the Bonds. (d) Notwithstanding any other provisions of this Indenture to the contraryIssuer, the Issuer Trustee, the Remarketing Agent and the Trustee shall be entitled to Company may treat the Securities Depository (or its nominee) as the sole and consider exclusive owner of the person in whose name each Bond is Bonds registered in the registration books as the absolute owner of such Bond its name for the purpose purposes of (i) payment of principalthe principal or Purchase Price of, premium, if any, and interest on the Bonds or portion thereof to be redeemed or purchased, (ii) giving any notice permitted or required to be given to Owners under this Indenture, and (iii) the giving of any direction or consent or the making of any request by the Owners hereunder, and none of the Issuer, the Trustee, the Remarketing Agent nor the Company shall be affected by any notice to the contrary. None of the Issuer, the Company, the Trustee or 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 such Bond(i)the accuracy of any records maintained by the Securities Depository or any Participant; (ii) the payment by the Securities Depository or by any Participant of any amount due to any Beneficial Owner in respect of the principal amount or redemption or Purchase Price of, for or interest on, any Bonds; (iii) the purpose delivery of giving notices any notice by the Securities Depository or any Participant; (iv) the selection of the Participants or the Beneficial Owners to receive payment in the event of any partial redemption and of the Bonds; or (v) any consent given or any other matters with respect to such Bond, for action taken by the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoeverSecurities Depository or any Participant. The Trustee shall pay all principal of, premium, if any, and interest on the Bonds registered in the name of a nominee of the Securities Depository only to or “upon the order of the respective owners, of’ (as shown that phrase is used in the registration books Uniform Commercial Code as provided adopted in this Indenture, or their respective attorneys duly authorized in writingLouisiana) the Securities Depository, and all such payments shall be valid and effective to fully satisfy and discharge the IssuerCompany’s obligations with respect to payment of the principal of, premium, if any, and interest on, the on such 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 interest, pursuant to this Indenture. (f) Any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book. The Book-entry system is in effect, Entry System may be satisfied discontinued by the notation on the books of DTC or a DTC Participant, if applicable, of the transfer of the Beneficial Owner’s interest in such Bond. (g) So long as the book-entry system is in effect, the Trustee and the Issuer shall comply with Issuer, at the terms direction and expense of the Letter Company, and the Issuer and the Trustee will cause the delivery of RepresentationsBond certificates to such Beneficial Owners of the Bonds and registered in the names of such Beneficial Owners as shall be specified to the Trustee by the Securities Depository in writing, 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.under the following circumstances: (ha) DTC may determine The Securities Depository determined to discontinue providing its service with respect to the Bonds and no successor Securities Depository is appointed. Such a determination may be made at any time by giving reasonable written 30 days’ notice to the Issuer, the Company and the Trustee and discharging its responsibilities with respect thereto under applicable law. (b) The Company determined not to continue the Book-Entry System through a Securities Depository. In the event the Book-Entry System is discontinued, the Trustee shall mail a notice to the Securities Depository for distribution to the Beneficial Owners stating that the Securities Depository will no longer serve as securities depository, the procedures for obtaining Bonds and the provisions of this Indenture which govern the Bonds, including, but not limited to, provisions regarding authorized denominations, transfer and exchange, principal and interest payment and other related matters. When the Book-Entry System is not in effect, all relevant information on references herein to the Securities Depository shall be of no further force or effect and the Trustee shall, at the expense of the Company, issue Bonds directly to the Beneficial Owners. The Trustee reserves the right to initially issue the Bonds directly to the Beneficial Owners of the Bonds to the Issuer or the Trustee. If there is no successor Securities Depository appointed by the Issuer, if 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 receives an opinion of Bond Counsel that determined that use of the Issuer or Book-Entry System would cause 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 Trustee shall authenticate and deliver interest on the Bonds to the Beneficial Owners thereof be included in accordance with the information respecting the Beneficial Owners provided to the Trustee by DTC, but without any liability on the part gross income of the Issuer or the Trustee Owners for the accuracy of such informationfederal income tax purposes. 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.ARTICLE III

Book-Entry System. (a) DTC will act as Securities Depository for the Bonds. The Bonds shall initially be initially issued as Book-Entry Bonds, and the Bonds of each maturity date shall be in the form of a separate single fully fully-registered Bond (which may be typewritten). Upon initial issuance, the ownership of each Bond shall be registered in the Registration Books in the name of the Nominee, as nominee of the Depository. Payment of principal of, and interest and premium, if any, on, any Book-Entry Bond registered in the name of Cede & Co. (DTC’s partnership nominee). So long as Cede & Co. is the Registered Owner Nominee shall be made on the applicable payment date by wire transfer of New York clearing house or equivalent next day funds or by wire transfer of same day funds to the account of the BondsNominee. Such payments shall be made to the Nominee at the address that is, as nominee of DTCon the Record Date, references herein to Registered Owners, Bondholders or holders or Owners of shown for the Bonds shall mean Cede & Co. and shall not mean Nominee in the beneficial owners of the BondsRegistration Books. (b) The ownership interest of each of the Beneficial Owners of the Bonds will be recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners of the Bonds. (c) With respect to Bonds registered in the name of Cede & Co., DTC’s partnership nomineeBook-Entry Bonds, the Issuer Authority, the City and the Trustee shall have no responsibility or obligation to any DTC Participant or to any person Person on behalf of whom which such a DTC Participant holds an interest in the such Book-Entry Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Issuer Authority, the City and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTCthe Depository, Cede & Co. the Nominee or any DTC Participant with respect to any ownership interest in the Book-Entry Bonds, (ii) the delivery to any DTC Participant or any other personPerson, other than a Bondholder, an Owner as shown on in the registration booksRegistration Books, of any notice with respect to the Book-Entry Bonds, including any notice of redemption, or (iii) the selection by the Depository and its Participants of the beneficial interests in Book-Entry Bonds of a maturity to be redeemed in the event such Book-Entry Bonds are redeemed in part, (iv) the payment to any DTC Participant or any other personPerson, other than a Registered Owner, an Owner as shown in the registration books Registration Books, of any amount with respect to principal of, or premium, if any, or interest onon Book-Entry Bonds, or (v) any consent given or other action taken by the BondsDepository as Owner. (dc) Notwithstanding any other provisions of this Indenture to the contraryThe Authority, the Issuer City and the Trustee shall be entitled to may treat and consider the person Person in whose name each Book-Entry Bond is registered in the registration books Registration Books as the absolute owner Owner of such Book-Entry Bond for the purpose of payment of principalprincipal of, and premium, if any, and interest with respect to on such Bond, for the purpose of selecting any Bonds, or portions thereof, to be redeemed, for the purpose of giving notices of redemption and other matters with respect to such Book-Entry Bond, for the purpose of registering transfers with respect to such Book-Entry Bond, for the purpose of obtaining any consent or other action to be taken by Owners and for all other purposes whatsoever. , and the Authority, the City and the Trustee shall not be affected by any notice to the contrary. (d) In the event of a redemption of all or a portion of a Book-Entry Bond, the Depository, in its discretion (i) may request the Trustee to authenticate and deliver a new Book- Entry Bond, or (ii) if the Depository is the sole Owner of such Book-Entry Bond, shall make an appropriate notation on the Book-Entry Bond indicating the date and amounts of the reduction in principal thereof resulting from such redemption, except in the case of final payment, in which case such Book-Entry Bond must be presented to the Trustee prior to payment. (e) The Trustee shall pay all principal of, and premium, if any, and interest on the Book-Entry Bonds only to or “upon the order of of” (as that term is used in the Uniform Commercial Code as adopted in the State) the respective ownersOwner, as shown in the registration books as provided in this IndentureRegistration Books, or their such Owner’s respective attorneys attorney 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, and premium, if any, and interest on, on the Book-Entry Bonds to the extent of the sum or sums so paid. (e) . No person Person other than a Registered an Owner, as shown in the registration booksRegistration Books, shall receive an authenticated Book-Entry Bond. Upon delivery by the Depository to the Owners, the Authority, the City and the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of the Nominee, and subject to the provisions herein with respect to Record Dates, the word Nominee in this Indenture shall refer to such nominee of the Depository. (f) In order to qualify the Book-Entry Bonds for the Depository’s book-entry system, the Authority shall execute and deliver to the Depository a Letter of Representations. The execution and delivery of a Letter of Representations shall not in any way impose upon the Authority, the City or the Trustee any obligation whatsoever with respect to Persons having interests in such Book-Entry Bonds other than the Owners, as shown on the Registration Books. Such Letter of Representations may provide the time, form, content and manner of transmission, of notices to the Depository. In addition to the execution and delivery of a Letter of Representations by the Authority, the Authority, the City and the Trustee shall take such other actions, not inconsistent with this Indenture, as are reasonably necessary to qualify Book-Entry Bonds for the Depository’s book-entry program. (g) In the event the Authority determines that it is in the best interests of the Beneficial Owners that they be able to obtain certificated Bonds and that such Bonds should therefore be made available, and notifies the Depository and the Trustee of such determination, the Depository will notify the Participants of the availability through the Depository of certificated Bonds. In such event, the Trustee shall transfer and exchange certificated Bonds as requested by the Depository and any other Owners in appropriate amounts. In the event (i) the Depository determines not to continue to act as securities depository for Book-Entry Bonds, or (ii) the Depository shall no longer so act and gives notice to the Trustee of such determination, then the Authority shall discontinue the Book-Entry system with the Depository. If the Authority determines to replace the Depository with another qualified securities depository, the Authority shall prepare or direct the preparation of a new single, separate, fully-registered Bond certificate for each maturity date of such Book-Entry Bonds, registered in the name of such successor or substitute qualified securities depository or its nominee. If the Authority fails to identify another qualified securities depository to replace the Depository, then the Book-Entry Bonds shall no longer be restricted to being registered in the Registration Books in the name of the Nominee, but shall be registered in whatever name or names the Owners transferring or exchanging such Bonds shall designate, in accordance with the provisions of Sections 2.06, 2.08 and 2.09. Whenever the Depository requests the Authority to do so, the Authority shall cooperate with the Depository in taking appropriate action after reasonable notice (i) to make available one or more separate certificates evidencing the obligation Book-Entry Bonds to any Participant having Book-Entry Bonds credited to its account with the Depository, and (ii) to arrange for another securities depository to maintain custody of certificates evidencing the Book- Entry Bonds. (h) Notwithstanding any other provision of this Indenture to the contrary, if the Depository is the sole Owner of the Issuer to make Bonds, so long as any Book-Entry Bond is registered in the name of the Nominee, all payments of principalprincipal of, and premium, if any, and interestinterest on such Book-Entry Bond and all notices with respect to such Book-Entry Bond shall be made and given, respectively, as provided in the Letter of Representations or as otherwise instructed by the Depository. (i) In connection with any notice or other communication to be provided to Owners pursuant to this Indenture. (f) Any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of DTC or a DTC Participant, if applicable, of the transfer of the Beneficial Owner’s interest in such Bond. (g) So long as the book-entry system is in effectAuthority, the Trustee and City or the Issuer shall comply with the terms of the Letter of RepresentationsTrustee, 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 consent or other action to be taken 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 IssuerBook-Entry Bonds, the Trustee shall authenticate establish a record date for such consent or other action and deliver Bonds give the Depository notice of such record date not less than 15 calendar days in advance of such record date 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 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 systemextent possible.

Book-Entry System. Except as otherwise provided in a Supplemental Trust Agreement, upon the initial issuance and delivery of the Bonds after January 1, 2006, such Additional Bonds (areferred to in this section as “Book Entry Bonds”) DTC will act as shall be issued in the name of the Securities Depository or its nominee, as registered owner of the Bonds, and held in the custody of the Securities Depository.‌ (A) Except as provided in subsections B and C of this Section, the registered Holder of all Book Entry Bonds shall be, and the Book Entry Bonds shall be registered in the name of, Cede & Co., as nominee of DTC. Payment of interest for any Book Entry Bond, as applicable, shall be made in accordance with the provisions of this Trust Agreement to the account of Cede, on the Interest Payment Date for the Bonds. Book Entry Bonds at the address indicated for Cede in the registration books of the Authority kept by the Trustee as bond registrar (the “Bond Registrar”). (B) The Book Entry Bonds shall be initially issued in the form of a separate single fully registered Bond in the amount of each separate stated maturity of the Book Entry Bonds. Upon initial issuance, the ownership of each such Book Entry Bond shall be registered in the registration books kept by the Bond Registrar in the name of Cede, as nominee of DTC. With respect to Book Entry Bonds so registered in the name of Cede & Co. (DTC’s partnership nominee). So long as Cede & Co. is the Registered Owner of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or 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 recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners of the Bonds. (c) With respect to Bonds registered in the name of Cede & Co., DTC’s partnership nomineeCede, the Issuer Authority, the Bond Registrar and the Trustee any Paying Agent shall have no responsibility or obligation to any DTC Participant or to any person on behalf Beneficial Owner of whom any of such a DTC Participant holds an interest in the Book Entry Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Issuer Authority, the Bond Registrar and the Trustee any Paying Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any beneficial ownership interest in the Book Entry Bonds, (ii) the delivery to any DTC Participant Participant, Beneficial Owner or any other person, other than a Bondholder, as shown on the registration booksDTC, of any notice with respect to the Book Entry Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant Participant, Beneficial Owner or any other person, other than a Registered OwnerDTC, as shown in the registration books of any amount with respect to the principal or Redemption Price of, premium, if any, or interest on, any of the Book Entry Bonds. , (div) Notwithstanding the selection by DTC and the DTC Participants of the beneficial interests in Book Entry Bonds of a maturity to be redeemed in the event such Book Entry Bonds are redeemed in part, or (v) any consent given or other provisions action taken by DTC as the Holder of this Indenture to the contraryBook Entry Bonds. The Authority, the Issuer Bond Registrar and the Trustee shall be entitled any Paying Agent may treat DTC as, and deem DTC to treat and consider the person in whose name each Bond is registered in the registration books as be, the absolute owner Holder of such each Book Entry Bond for the purpose of all purposes whatsoever, including (but not limited to) (a) payment of principal, premium, if anythe principal or Redemption Price of, and interest with respect to on, each such Book Entry Bond, for the purpose of (b) giving notices of redemption and other matters with respect to such BondBook Entry Bonds, for the purpose of (c) registering transfers with respect to such Book Entry Bonds, (d) selecting Book Entry Bonds, or portions thereof, to be redeemed, and (e) obtaining any consent or other action to be taken by Holders, and the Authority, the Bond Registrar and any Paying Agent shall not be affected by any notice to the contrary. In the event of a redemption of all or a portion of a Book Entry Bond, DTC, in its discretion (i) may request the Trustee to authenticate and for all other purposes whatsoeverdeliver a new Book Entry Bond, or (ii) if DTC is the sole Owner of such Book Entry Bond, shall make an appropriate notation on the Book Entry Bond indicating the date and amounts of the reduction in principal thereof resulting from such redemption, except in the case of final payment, in which case such Book Entry Bond must be presented to the Trustee prior to payment. The Trustee Paying Agent shall pay all the principal or Redemption Price of, premium, if any, and interest on the on, all Book Entry Bonds only to or upon the order of the respective owners, as shown in the registration books as provided in this Indenture, or their respective attorneys duly authorized in writingDTC, and all such payments payment shall be valid and effective to satisfy fully satisfy and discharge the IssuerAuthority’s obligations with respect to payment such principal or Redemption Price and interest, to the extent of the sums so paid. Except as provided in Section 2.04(E), no person other than DTC shall receive a Book Entry Bond evidencing the obligation of the Authority to make payments of principal or Redemption Price of, premium, if any, and interest on, the 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 any such Book Entry Bond certificate evidencing the obligation of the Issuer to make payments of principal, premium, if any, and interest, pursuant to this Indenture. (f) Any provision Trust Agreement. Upon delivery by DTC to the Bond Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the transfer provisions of this Indenture permitting Trust Agreement, the word “Cede” in this Trust Agreement shall refer to such new nominee of DTC. Except as provided in Section 2.04(E), and notwithstanding any other provisions of this Trust Agreement to the contrary, the Book Entry Bonds may be registered, in whole but not in part, only in the name of the DTC or requiring a nominee of DTC or to any successor securities depository appointed pursuant to this Section 2.04 or any nominee thereof. In order to qualify the delivery of Book Entry Bonds shall, while the for DTC’s book-entry system is system, the Authority may execute and deliver to DTC a letter of representations required by DTC. The execution and delivery of such letter of representations shall not in effectany way impose upon the Authority, be satisfied by the notation on Trustee, the books Bond Registrar or any Paying Agent any obligation whatsoever with respect to persons having interests in such Book Entry Bonds other than DTC as the Registered Owner. Such letter of DTC or a DTC Participantrepresentations may provide the time, if applicableform, content and manner of transmission, of the transfer of the Beneficial Owner’s interest in such Bond. (g) 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 notices to DTC. (hC) DTC may determine to discontinue providing its service services with respect to the Book Entry Bonds at any time by giving reasonable written notice to the Authority, the Bond Registrar and the Paying Agent, which notice shall certify that DTC has discharged its responsibilities with respect to the Book Entry Bonds under applicable law. (D) The Authority, in its sole discretion and without the consent of any other person, and upon compliance with any agreements between the Authority and DTC (including a letter of representations), may request termination of the services of DTC with respect to the Book Entry Bonds if the Authority determines that: (i) DTC is unable to discharge its responsibilities with respect to the Book Entry Bonds; or (ii) a continuation of the requirement that all relevant information on of the Outstanding Book Entry Bonds be registered in the registration books kept by the Bond Registrar in the name of ▇▇▇▇, as nominee of DTC, is not in the best interest of the Beneficial Owners Owner of the Book Entry Bonds. Current DTC rules provide that upon receipt of such a request, DTC will take the following actions: (i) DTC will issue an “Important Notice” notifying its Participants of the receipt of a withdrawal request from the Authority reminding Participants that they may utilize DTC’s withdrawal procedures if they wish to withdraw their securities from DTC; and (ii) DTC will process withdrawal requests submitted by Participants in the ordinary course of business, but will not effectuate withdrawals based upon a request from the Authority. The Authority shall, by written notice to the Bond Registrar, terminate the services of DTC with respect to the Book Entry Bonds upon receipt by the Authority, the Bond Registrar and the Paying Agent of written notice from DTC to the effect that DTC has received written notice from DTC Participants having interests, as shown in the records of DTC, in an aggregate principal amount of not less than fifty percent (50%) of the aggregate principal amount of the Outstanding Book Entry Bonds to the Issuer effect that: (i) DTC is unable to discharge its responsibilities with respect to the Book Entry Bonds; or (ii) a continuation of the Trusteerequirement that all of the Outstanding Book Entry Bonds be registered in the registration books kept by Registrar, in the name of Cede, as nominee of DTC, is not in the best interests of the Beneficial Owner of the Book Entry Bonds. (E) Upon the termination of the services of DTC with respect to the Book Entry Bonds pursuant to subsection (D), or upon the discontinuance or termination of the services of DTC with respect to the Book Entry Bonds pursuant to subsection (B) or subsection (C), the Authority may within 90 days thereafter appoint a substitute Securities Depository which, in the opinion of the Authority, is willing and able to undertake the functions of DTC hereunder upon reasonable and customary terms. If there is no such successor Securities Depository appointed can be found within such period, the Book Entry Bonds shall no longer be restricted to being registered in the registration books kept by the IssuerBond Registrar, in the Trustee name of Cede, as nominee of DTC. In such event the Authority shall execute and the Bond Registrar shall authenticate Book Entry Bond certificates as requested by DTC of like principal amount, maturity and Series, in authorized denominations and the Bond Registrar shall deliver Bonds such certificates at its corporate trust office to the Beneficial Owners thereof identified in accordance writing by the Securities Depository in replacement of such beneficial owners’ beneficial interests in the Book Entry Bonds. (F) Notwithstanding any other provision of this Trust Agreement to the contrary, so long as any Book Entry Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to the information respecting principal or Redemption Price of, and interest on, such Book Entry Bond and all notices with respect to such Book Entry Bond shall be made and given, respectively, to DTC as the Beneficial Owners registered Holder of such Bonds. (G) In connection with any notice or other communication to be provided to Holders of Book Entry Bonds registered in the Trustee name of Cede pursuant to this Trust Agreement by the Authority or the Bond Registrar with respect to any consent or other action to be taken by such Holders, the Authority shall establish a record date for such consent or other action by such Holders and give DTC notice of such record date not less than fifteen (15) calendar days in advance of such record date to the extent possible. NEITHER THE AUTHORITY NOR THE REGISTRAR WILL HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO THE DTC PARTICIPANTS OR THE BENEFICIAL OWNERS WITH RESPECT TO (1) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DTC PARTICIPANT; (2) THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL AMOUNT, SINKING FUND INSTALLMENT FOR, REDEMPTION PRICE OF OR INTEREST ON THE BOOK ENTRY BONDS; (3) THE DELIVERY BY DTC OR ANY DTC PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE BOND RESOLUTION TO BE GIVEN TO BONDHOLDERS; (4) THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BOOK ENTRY BONDS; OR (5) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY CEDE & CO. AS THE NOMINEE OF DTC, but without any liability on the part of the Issuer or the Trustee for the accuracy of such informationAS REGISTERED OWNER. The IssuerSO LONG AS CEDE & CO IS THE REGISTERED OWNER OF THE BOOK ENTRY BONDS, 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 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 AS NOMINEE OF DTC, but without any liability on the part of the Issuer or the Trustee for the accuracy of such informationREFERENCES HEREIN TO THE BONDHOLDERS OR REGISTERED HOLDERS OF THE BOOK ENTRY BONDS SHALL MEAN CEDE & CO. 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 systemAND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE BOOK ENTRY BONDS.

Book-Entry System. (a) DTC will act as Securities Depository for the Bonds. The Bonds shall be initially issued in the form of as a single fully registered Bond registered in the name of Cede & Co. (DTC’s partnership nominee“Cede”). So long as Cede & Co. is the Registered Owner of the Bonds, as nominee of DTC, references herein to Registered Ownersin the registration books kept by the Registrar. Except as provided in subsection (c) below, Bondholders or holders or Owners all of the Bonds outstanding from time to time 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 recorded through the records of a DTC Participant. Transfers of beneficial ownership interests registered in the Bonds which are registered registration books kept by the Registrar in the name of Cede & Co. will be accompanied by book entries made by DTC andCede, in turn, by the DTC Participants who act on behalf as nominee of the Beneficial Owners of the Bonds. (c) DTC. With respect to Bonds registered in the registration books kept by the Registrar in the name of Cede & Co.Cede, as nominee of DTC’s partnership nominee, the Issuer Issuer, the Trustee, the Registrar and the Trustee Paying Agent shall have no responsibility or obligation to any DTC Participant or to any person Person on behalf of whom such which a DTC Participant holds an interest in the Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Issuer Issuer, the Trustee, the Registrar and the Trustee Paying Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other personPerson, other than a Bondholder, an Owner as shown on in the registration booksbooks kept by the Registrar, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other personPerson, other than a Registered an Owner, as shown in the registration books kept by the Registrar, of any amount with respect to the principal of, of or premium, if any, or interest onon the Bonds. The Issuer, the Bonds. (d) Notwithstanding any other provisions of this Indenture to the contraryTrustee, the Issuer Registrar and the Trustee shall be entitled to Paying Agent may treat and consider the person Person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal, premium, if any, premium and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, Bond and for all other purposes whatsoever. The Trustee Paying Agent shall pay all principal of, of and premium, if any, and interest on the Bonds only to or upon the order of the respective ownersOwners, as shown in the registration books kept by the Registrar, as provided in this Indenture, or their respective attorneys duly authorized in writing2.01 hereof, 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, of and premium, if any, and interest on, on the Bonds to the extent of the sum or sums so paid. (e) No person . So long as the book-entry system described above shall be in effect, no Person other than a Registered an Owner, as shown in the registration booksbooks kept by the Registrar, shall receive a Bond certificate evidencing the obligation of the Issuer to make payments of principal, premium, if any, and interest, interest pursuant to the Indenture. Upon delivery by DTC to the Issuer or the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the provisions herein with respect to record dates, the word “Cede” in this IndentureIndenture shall refer to such new nominee of DTC; and upon receipt of such a notice the receiving party shall promptly deliver a copy of the same to the other such party, the Registrar and the Paying Agent. (fb) Any provision of this Indenture permitting or requiring the The Issuer’s execution and delivery of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of DTC or a DTC Participant, if applicable, of the transfer of the Beneficial Owner’s interest in such Bond. (g) 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 Representations shall not in any way limit the provisions of which is attached hereto this Section 2.11 or in any other way impose upon the Issuer any obligation whatsoever with respect to Persons having interests in the Bonds other than the Owners as Exhibit B and made a part hereof, or an alternate shown on the registration books kept by the Registrar. The Trustee shall take all action necessary for all representations of the Issuer in the Letter of Representations as required by DTCwith respect to the Trustee, the Paying Agent and the Registrar to be complied with at all times. (hc) DTC may determine to discontinue providing its service services 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 discharging its responsibilities 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 informationrespect thereto under applicable law. The Issuer, with the consent of the Company, may terminate the services of DTC with respect to the Bonds. In accordance with Section 2.01(e) hereof, upon the discontinuance or termination of the services of DTC with respect to the Bonds, the Issuer and the Trustee, at the direction of the Company, may determine not select and enter into arrangements with a substitute Securities Depository. Unless a substitute Securities Depository is appointed to continue participation undertake the functions of DTC hereunder, the Bonds shall no longer be restricted to being registered in the system registration books kept by the Registrar in the name of book entry transfers through DTC (Cede, as nominee of DTC, but may be registered in whatever name or a successor Securities Depository) at any time by giving reasonable written notice to DTC (names Owners transferring or a successor Securities Depository) and the Trustee. In such event, the Issuer exchanging Bonds shall execute and deliver to the Trustee, and the Trustee shall authenticate and deliver the Bonds to the Beneficial Owners thereof designate in accordance with the information respecting the Beneficial Owners provided provisions of Section 2.07 hereof. (d) Notwithstanding any other provision of this Indenture to the Trustee by contrary, so long as any Bond is registered in the name of Cede, as nominee of DTC, but without any liability all payments with respect to 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, in the part of manner provided in 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 systemRepresentations.

Book-Entry System. (a) DTC will act as Securities Depository for Unless otherwise determined by the Bonds. The Issuer, the Bonds shall be initially issued in the form of a single fully certificated fully-registered Bond registered in the name of Cede & Co. (DTC’s partnership nominee). So long as Cede & Co. is the Registered Owner of the BondsBond, as nominee of DTC, references herein to Registered Owners, Bondholders or 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 recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners of the Bonds. (c) With respect to Bonds registered in the name of Cede & Co., as nominee of DTC’s partnership nominee, or any successor nominee (the “Nominee”). The actual owners of the Bonds (the “Beneficial Owners”) will not receive physical delivery of Bond certificates except as provided herein. Except as provided in paragraph (d) below, all of the outstanding Bonds shall be so registered in the registration books kept by the Registrar, and the provisions of this Section shall apply thereto. (b) With respect to Bonds registered on the registration books kept by the Registrar in the name of the Nominee, the Issuer Issuer, the Company, the Registrar and the Trustee shall have no responsibility or obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds, except as provided in this IndentureBeneficial Owners. Without limiting the immediately preceding sentence, the Issuer Issuer, the Company, the Registrar and the Trustee shall have no responsibility or obligation to DTC, any DTC Participant or any Beneficial Owner with respect to (i1) the accuracy of the records of DTC, Cede & Co. the Nominee or any DTC Participant with respect to any ownership interest in the Bonds, (ii2) the delivery to by DTC or any DTC Participant or any other person, other than a Bondholder, as shown on the registration books, of any notice with respect to the Bonds, including any notice of redemption, or (iii3) the payment to any DTC Participant or any other person, other than a Registered Owner, as shown in the registration books Beneficial Owner of any amount with respect to principal or purchase price of, or premium, if any, or interest on, the Bonds. (d) Notwithstanding any other provisions of this Indenture to the contrary. The Issuer, the Issuer Company, the Registrar and the Trustee shall be entitled to may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the absolute owner of such Bond for the purpose of payment of principal, premiumpurchase price, if any, premium and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Trustee shall pay all principal of, premium, of and premium if any, and interest on on, the Bonds only to or upon the order of the respective ownersOwners, as shown in the registration books as provided in this Indenturekept by the Registrar, 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, and premium, if any, and interest on, the Bonds to the extent of the sum or sums so paid. (e) . No person other than a Registered an Owner, as shown in the registration booksbooks kept by the Registrar, shall receive a certificated Bond certificate evidencing the obligation of the Issuer to make payments of principal, premium, if any, and interest, interest pursuant to this Indenture. (fc) Any provision The Issuer has executed and delivered to DTC a letter of this Indenture permitting or requiring representations in customary form with respect to the delivery of Bonds shall, while the in book-entry system is in effect, be satisfied by form (the notation on the books of “DTC or a DTC Participant, if applicable, of the transfer of the Beneficial Owner’s interest in such BondRepresentation Letter”). (g) 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. (hd) DTC may determine to discontinue providing its service services 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 discharging its responsibilities 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 informationrespect thereto under applicable law. The Issuer, at with the direction consent of the Company, may determine not terminate the services of DTC with respect to continue participation in the system Bonds. Upon the discontinuance or termination of book entry transfers through the services of DTC (or with respect to the Bonds, unless a successor Securities Depository) at any time by giving reasonable written notice substitute securities depository is appointed to undertake the functions of DTC (or a successor Securities Depository) and the Trustee. In such eventhereunder, the Issuer shall execute and Issuer, at the expense of the Company, is obligated to deliver to the Trustee, and the Trustee shall authenticate and deliver the Bonds Bond certificates to the Beneficial Owners thereof of such Bonds, as described in this Indenture, and such Bonds shall no longer be restricted to being registered in the registration books kept by the Registrar in the name of the Nominee, but may be registered in whatever name or names Owners transferring or exchanging Bonds shall designate, in accordance with the provisions of this Indenture. The Trustee, the Registrar and the Issuer may conclusively rely on information respecting provided by DTC and DTC Participants as to the Beneficial identity of the Owners and the amount owed. (e) Notwithstanding any other provision of this Indenture to the contrary, so long as any Bond is registered in the name of the Nominee, all payments with respect to principal of, or premium, if any, and interest on, such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the DTC Representation Letter. Owners shall have no lien or security interest in any rebate or refund paid by DTC to the Trustee which arises from the payment by DTC, but without any liability on the part of the Issuer or the Trustee for of principal of, or premium, if any, or interest on, the accuracy of such information. The Chairman or Vice Chairman of the Issuer is hereby authorized Bonds in immediately available funds to execute any additional Letter of Representations or similar document necessary from time to time to continue or provide for the DTC book-entry systemDTC.

Book-Entry System. (a) Except as provided in subsection (c) of this Section, the registered Owner of all of the Bonds shall be DTC will act and the Bonds shall be registered in the name of Cede & Co., as Securities Depository nominee for DTC. Notwithstanding anything to the contrary contained in this Paying Agent Agreement, payment of interest with respect to any Bond registered as of each Record Date in the name of Cede & Co. shall be made by wire transfer of same-day funds to the account of Cede & Co. on the payment date for the Bonds. Bonds at the address indicated on the Record Date for Cede & Co. in the Registration Books or as otherwise provided in the Representation Letter. (b) The Bonds shall be initially issued in the form of a separate single fully registered Bonds in the amount of each separate stated maturity of Bonds; provided, however, that if different CUSIP numbers are assigned to a Bond of a subseries or type of Bond within a subseries maturing in a single year or, if Bonds of a subseries or type of Bond maturing in a single year are issued with different interest rates, additional Bond certificates shall be prepared for each such maturity. Upon initial issuance, the ownership of such Bonds shall be registered in the name of Cede & Co. (DTC’s partnership nominee). So long as Cede & Co. is the Registered Owner of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or 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 recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners of the Bonds. (c) With respect to Bonds registered Registration Books in the name of Cede & Co., as nominee of DTC’s partnership nominee, the Issuer . The Paying Agent and the Trustee shall have no responsibility District may treat DTC (or obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in its nominee) as the Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Issuer sole and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy exclusive Owner of the records Bonds registered in its name for the purposes of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in payment of the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a Bondholder, as shown on the registration books, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than a Registered Owner, as shown in the registration books of any amount with respect to principal of, premium, if any, or and interest on, on the Bonds. (d) Notwithstanding , selecting the Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to Owners of Bonds under this Paying Agent Agreement, registering the transfer of Bonds, obtaining any consent or other provisions action to be taken by Owners of this Indenture Bonds and for all other purposes whatsoever, and the Paying Agent and the District shall not be affected by any notice to the contrary, the Issuer . The Paying Agent and the Trustee District shall be entitled not have any responsibility or obligation to treat and consider the any Participant, any person in whose name each Bond is registered claiming a beneficial ownership interest in the registration books Bonds under or through DTC or any Participant, or any other person which is not shown on the Registration Books as being an Owner, with respect to the absolute owner accuracy of such Bond for any records maintained by DTC or any Participant; the purpose payment by DTC or any Participant of payment any amount in respect of principalthe principal of, premium, if any, and interest with respect on the Bonds; any notice which is permitted or required to such Bond, for be given to Owners of Bonds under this Paying Agent Agreement; the purpose selection by DTC or any Participant of giving notices any person to receive payment in the event of a partial redemption and of the Bonds; or any consent given or other matters with respect to such Bond, for the purpose action taken by DTC as Owner of registering transfers with respect to such Bond, and for all other purposes whatsoeverBonds. The Trustee Paying Agent shall pay all principal of, premium, if any, and interest on the Bonds Bonds, only to or upon the order of the respective owners, as shown in the registration books as provided in this Indenture, or their respective attorneys duly authorized in writingDTC, and all such payments shall be valid and effective to fully satisfy and discharge the IssuerCounty and the District’s obligations with respect to payment of the principal of, premium, if any, and interest on, on the Bonds to the extent of the sum or sums so paid. Except under the conditions of (c) of this Section, no person other than DTC shall receive an executed Bond for each separate stated maturity of Bonds or, as provided herein, portion thereof. Upon delivery by DTC to the Paying Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions herein with respect to record dates, the term “Cede & Co.” in this Paying Agent Agreement shall refer to such new nominee of DTC. (ec) No person other than In the event (i) DTC, including any successor as securities depository for the Bonds, determines not to continue to act as securities depository for the Bonds; or (ii) the District determines that the incumbent securities depository shall no longer so act, and delivers a Registered Ownerwritten certificate to the Paying Agent to that effect, then the District will discontinue the book-entry system with the incumbent securities depository for the Bonds. If the District determines to replace the incumbent securities depository for the Bonds with another qualified securities depository, the District shall prepare or direct the preparation of a new single, separate fully registered Bond for the aggregate Outstanding principal amount of Bonds of each maturity and series of Bonds or, as shown provided herein, portion thereof, registered in the registration booksname of such successor or substitute qualified securities depository, or its nominee, or make such other arrangement acceptable to the District and the Paying Agent and the successor securities depository for the Bonds as are not inconsistent with the terms of this Paying Agent Agreement. If the District fails to identify another qualified successor securities depository of the Bonds to replace the incumbent securities depository, then the Bonds shall no longer be restricted to being registered in the Registration Books in the name of the incumbent securities depository or its nominee, but shall be registered in whatever name or names the incumbent securities depository for the Bonds, or its nominee, shall receive designate. In such event the Paying Agent shall authenticate and deliver a sufficient quantity of Bonds as to carry out the transfers and exchanges provided in Sections 47.05, 47.06 and 47.07 hereof. All such Bonds shall be in fully registered form in Authorized Denominations. (d) Notwithstanding any other provision of this Paying Agent Agreement to the contrary, so long as any Bond certificate evidencing is registered in the obligation name of DTC, or its nominee, all payments with respect to the Issuer to make payments of principalprincipal of, premium, if any, and interestinterest on such Bond and all notices with respect to such Bond shall be made and given, respectively, as provided in the Representation Letter. (e) In connection with any notice or other communication to be provided to Owners of Book-Entry Bonds pursuant to this Indenture. (f) Any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry system is in effect, be satisfied Paying Agent Agreement by the notation on District or the books of DTC or a DTC Participant, if applicable, of the transfer of the Beneficial Owner’s interest in such Bond. (g) 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 Paying Agent with respect to any consent or other action to be taken by Owners, the Bonds at any time by giving reasonable written District or the Paying Agent, as the case may be, shall establish a record date for such consent or other action and give DTC notice and all relevant information on the Beneficial Owners of the Bonds such record date not less than 15 calendar days in advance of such record date 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 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 systemextent possible.

Book-Entry System. (a) DTC will act as Securities Depository for the Bonds. The Bonds shall be initially issued in the form of a single fully registered Bond registered in the name of Cede & Co. (DTC’s 's partnership nominee). So long as Cede & Co. is the Registered Owner of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or 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 recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners of the Bonds. (c) With respect to Bonds registered in the name of Cede & Co., as DTC’s partnership 's nominee, the Issuer and the Trustee shall have no responsibility or obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Issuer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a Bondholder, as shown on the registration books, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than a Registered Owner, as shown in the registration books of any amount with respect to principal of, premium, if any, or interest on, the Bonds. (d) Notwithstanding any other provisions of this Indenture to the 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 such Bond for the purpose of payment of principal, premium, if any, and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to 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 respective 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 's obligations with respect to payment of principal of, premium, if any, and interest on, the 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 interest, pursuant to this Indenture. (f) Any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry book‑entry system is in effect, be satisfied by the notation on the books of DTC or a DTC Participant, if applicable, of the transfer of the Beneficial Owner’s 's interest in such Bond. (g) So long as the book-entry 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 TrusteeTrustee 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 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 Chair or Vice Chairman Vice-Chair of the Issuer is are 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 book‑entry system.

Book-Entry System. (a) DTC will act as Securities Depository for each series of the Bonds. The Bonds shall be initially issued in the form of a single fully registered Bond for each series registered in the name of Cede & Co. (DTC’s partnership nominee). So long as Cede & Co. is the Registered Owner of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or 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 recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners of the Bonds. (c) With respect to Bonds registered in the name of Cede & Co., as DTC’s partnership nominee, the Issuer and the Trustee shall have no responsibility or obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Issuer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a Bondholder, as shown on the registration books, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than a Registered Owner, as shown in the registration books of any amount with respect to principal of, premium, if any, or interest on, the Bonds. (d) Notwithstanding any other provisions of this Indenture to the 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 such Bond for the purpose of payment of principal, premium, if any, and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to 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 respective 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 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 interest, pursuant to this Indenture. (f) Any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of DTC or a DTC Participant, if applicable, of the transfer of the Beneficial Owner’s interest in such Bond. (g) 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 TrusteeTrustee 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 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 Executive Director of the Issuer is are 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. (a) DTC will act as Securities Depository for Unless otherwise determined by the Bonds. The Authority, the Bonds shall be initially issued in the form of a single fully certificated fully-registered Bond registered in the name of Cede & Co. (DTC’s partnership nominee). So long as Cede & Co. is the Registered Owner of the BondsBond, as nominee of DTC, references herein to Registered Owners, Bondholders or 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 recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners of the Bonds. (c) With respect to Bonds registered in the name of Cede & Co., as nominee of DTC’s partnership nominee, or any successor nominee (the “Nominee”). The actual owners of the Bonds (the “Beneficial Owners”) will not receive physical delivery of Bond certificates except as provided herein. Except as provided in paragraph (d) below, all of the outstanding Bonds shall be so registered in the registration books kept by the Registrar, and the provisions of this Section shall apply thereto. (b) With respect to Bonds registered on the registration books kept by the Registrar in the name of the Nominee, the Issuer Authority, the Company, the Registrar and the Trustee shall have no responsibility or obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds, except as provided in this IndentureBeneficial Owners. Without limiting the immediately preceding sentence, the Issuer Authority, the Company, the Registrar and the Trustee shall have no responsibility or obligation to DTC, any DTC Participant or any Beneficial Owner with respect to (i1) the accuracy of the records of DTC, Cede & Co. the Nominee or any DTC Participant with respect to any ownership interest in the Bonds, (ii2) the delivery to by DTC or any DTC Participant or any other person, other than a Bondholder, as shown on the registration books, of any notice with respect to the Bonds, including any notice of redemption, or (iii3) the payment to any DTC Participant or any other person, other than a Registered Owner, as shown in the registration books Beneficial Owner of any amount with respect to principal or purchase price of, or premium, if any, or interest on, the Bonds. (d) Notwithstanding any other provisions of this Indenture to the contrary. The Authority, the Issuer Company, the Registrar and the Trustee shall be entitled to may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the absolute owner of such Bond for the purpose of payment of principal, premiumpurchase price, if any, premium and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Trustee shall pay all principal of, premium, of and premium if any, and interest on on, the Bonds only to or upon the order of the respective ownersOwners, as shown in the registration books as provided in this Indenturekept by the Registrar, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the IssuerAuthority’s obligations with respect to payment of principal of, and premium, if any, and interest on, the Bonds to the extent of the sum or sums so paid. (e) . No person other than a Registered an Owner, as shown in the registration booksbooks kept by the Registrar, shall receive a certificated Bond certificate evidencing the obligation of the Issuer Authority to make payments of principal, premium, if any, and interest, interest pursuant to this Indenture. (fc) Any provision The Authority has executed and delivered to DTC a letter of this Indenture permitting or requiring representations in customary form with respect to the delivery of Bonds shall, while the in book-entry system is in effect, be satisfied by form (the notation on the books of “DTC or a DTC Participant, if applicable, of the transfer of the Beneficial Owner’s interest in such BondRepresentation Letter”). (g) 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. (hd) DTC may determine to discontinue providing its service services 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 Authority or the Trustee for the accuracy of such informationand discharging its responsibilities with respect thereto under applicable law. The IssuerAuthority, at with the direction consent of the Company, may determine not terminate the services of DTC with respect to continue participation in the system Bonds. Upon the discontinuance or termination of book entry transfers through the services of DTC (or with respect to the Bonds, unless a successor Securities Depository) at any time by giving reasonable written notice substitute securities depository is appointed to undertake the functions of DTC (or a successor Securities Depository) and the Trustee. In such eventhereunder, the Issuer shall execute and Authority, at the expense of the Company, is obligated to deliver to the Trustee, and the Trustee shall authenticate and deliver the Bonds Bond certificates to the Beneficial Owners thereof of such Bonds, as described in this Indenture, and such Bonds shall no longer be restricted to being registered in the registration books kept by the Registrar in the name of the Nominee, but may be registered in whatever name or names Owners transferring or exchanging Bonds shall designate, in accordance with the provisions of this Indenture. The Trustee, the Registrar and the Authority may conclusively rely on information respecting provided by DTC and DTC Participants as to the Beneficial identity of the Owners and the amount owed. (e) Notwithstanding any other provision of this Indenture to the contrary, so long as any Bond is registered in the name of the Nominee, all payments with respect to principal of, or premium, if any, and interest on, such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the DTC Representation Letter. Owners shall have no lien or security interest in any rebate or refund paid by DTC to the Trustee which arises from the payment by DTC, but without any liability on the part of the Issuer or the Trustee for of principal of, or premium, if any, or interest on, the accuracy of such information. The Chairman or Vice Chairman of the Issuer is hereby authorized Bonds in immediately available funds to execute any additional Letter of Representations or similar document necessary from time to time to continue or provide for the DTC book-entry systemDTC.

Book-Entry System. (a) DTC will act as Securities Depository for Unless otherwise determined by the Bonds. The Issuer, the Bonds shall be initially issued in the form of a separate single certificated fully registered Bond registered in the name of Cede & Co. (DTC’s partnership nominee). So long as Cede & Co. is the Registered Owner of the BondsBond, as nominee of DTC, references herein to Registered Owners, Bondholders or 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 recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners of the Bonds. (c) With respect to Bonds registered in the name of Cede & Co., as nominee of DTC’s partnership nominee, or any successor nominee (the "Nominee"). The actual owners of the Bonds (the "Beneficial Owners") will not receive -27- Forsyth Series 1998B Trust Indenture physical delivery of Bond certificates except as provided herein. Except as provided in paragraph (d) below, all of the Outstanding Bonds shall be so registered in the registration books kept by the registrar, and the provisions of this Section shall apply thereto. (b) With respect to Bonds registered on the registration books kept by the Registrar in the name of the Nominee, the Issuer Issuer, the Company, the Paying Agent, the Trustee and the Trustee Remarketing Agent shall have no responsibility or obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds, except as provided in this IndentureBeneficial Owners. Without limiting the immediately preceding sentence, the Issuer Issuer, the Company, the Paying Agent, the Trustee and the Trustee Remarketing Agent shall have no responsibility or obligation to DTC, any DTC Participant or any Beneficial Owner with respect to (i1) the accuracy of the records of DTC, Cede & Co. the Nominee or any DTC Participant with respect to any ownership interest in the Bonds, (ii2) the delivery to by DTC or any DTC Participant or any other person, other than a Bondholder, as shown on the registration books, of any notice with respect to the Bonds, including any notice of redemption, or (iii3) the payment to any DTC Participant or any other person, other than a Registered Owner, as shown in the registration books Beneficial Owner of any amount with respect to principal or purchase price of, or premium, if any, or interest on, the Bonds. (d) Notwithstanding any other provisions of this Indenture to the contrary. The Issuer, the Issuer Company, the Paying Agent, the Trustee and the Trustee shall be entitled to Remarketing Agent may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of principalprincipal purchase price, premium, if any, premium and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Trustee Paying Agent shall pay all principal of, premium, of and premium if any, and interest on on, the Bonds only to or upon the order of the respective ownersOwners, as shown in the registration books as provided in this Indenturekept by the Registrar, 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 's obligations with respect to payment of principal of, and premium, if any, and interest on, the Bonds to the extent of the sum or sums so paid. (e) . No person other than a Registered an Owner, as shown in the registration booksbooks kept by the Registrar, shall receive a certificated Bond certificate evidencing the obligation of the Issuer to make payments of principal, premium, principal premium if any, and interest, interest pursuant to this Indenture. (fc) Any provision The Issuer, the Paying Agent, the Remarketing Agent and the Trustee shall execute and deliver to DTC a letter of this Indenture permitting or requiring representations in customary form with respect to the delivery of Bonds shall, while the in book-entry system is form (the "DTC Representation Letter"), but such DTC Representation Letter shall not in effectany way limit the provisions of the foregoing paragraph (b) or in any other way impose upon the Issuer, be satisfied the Trustee or the Paying Agent any obligation whatsoever with respect to persons having interests in the Bonds other than the Owners, as shown on the registration books kept by the notation on Registrar. The Trustee, the books of DTC or a DTC Participant, if applicable, Remarketing Agent and the Paying Agent shall take all action necessary for all representations of the transfer Issuer in the DTC Representation Letter with respect to the Trustee, the Remarketing Agent and the Paying Agent to be compiled with at all times, including but not limited to, the giving of all notices required under the Beneficial Owner’s interest in such BondDTC Representation Letter. The Trustee and Paying Agent are hereby authorized by the Issuer to enter into the DTC Representation Letter. (g) 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. (hd) DTC may determine to discontinue providing its service services 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 TrusteeTrustee and discharging its responsibilities with respect thereto under applicable law. If there The Issuer, with the consent of the -28- Forsyth Series 1998B Trust Indenture Company, may terminate the services of DTC with respect to the Bonds. Upon the discontinuance or termination of the services of DTC with respect to the Bonds, unless a substitute securities depository is no successor Securities Depository appointed by to undertake the functions of DTC hereunder, the Issuer, at the Trustee shall authenticate and expense of the Company, is obligated to deliver Bonds Bond certificates to the Beneficial Owners thereof of such Bonds, as described in this Indenture, and such Bonds shall no longer be restricted to being registered in the registration books kept by the Registrar in the name of the Nominee, but may be registered in whatever name or names Owners transferring or exchanging Bonds shall designate, in accordance with the information respecting provisions of this Indenture. (e) Notwithstanding any other provision of this Indenture to the contrary, so long as any Bond is registered in the name of the Nominee, all payments with respect to principal or purchase price of or, premium if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the DTC Representation Letter. Owners shall have no lien or security interest in any rebate or refund paid by DTC to the Paying Agent which arises from the payment by the Paying Agent of principal of, or premium, if any, or interest on, the Bonds in immediately available funds to DTC. (f) So long as any Bond is held in book-entry form a Beneficial Owners provided Owner (through its DTC Participant) shall give notice to the Trustee to elect to have its Bonds purchased, and shall effect delivery of such Bonds by DTC, but without any liability causing such DTC Participant to transfer its interest in the Bonds equal to such Beneficial Owner's interest on the part records 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 Trustee shall authenticate and deliver 's participant account with DTC. The requirement for physical delivery of the Bonds in connection with any purchase pursuant to Section 3.01 and Section 3.02 hereof shall be deemed satisfied when the ownership rights in the Bonds are transferred by DTC Participants on the records of DTC 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 systemTrustee's participant account.

Book-Entry System. (a) DTC will act as the initial Securities Depository for the Bonds. The Bonds shall be initially issued in the form of a single fully registered Bond registered in the name of Cede & Co. (DTC’s partnership nominee). So long as Cede & Co. is the Registered Owner of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or holders or Owners of the Bonds shall mean Cede & Co. and shall not mean the beneficial owners of the Bonds. (b) The While DTC is the Securities Depository, the ownership interest of each of the Beneficial Owners beneficial owners of the Bonds will be recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners beneficial owners of the Bonds. (c) With respect to Bonds registered in the name of Cede & Co., DTC’s partnership nomineethe Securities Depository, the Issuer Issuer, the Company, the Bond Registrar, the Paying Agent, and the Trustee shall have no responsibility or obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant Securities Depository holds an interest in the Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Issuer Issuer, the Bond Registrar, the Paying Agent, and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant the Securities Depository with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a Bondholder, as shown on the registration booksBond Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than a Registered Owner, as shown in the registration books Bond Register of any amount with respect to principal of, redemption premium, if any, or interest on, the Bonds. (d) Notwithstanding any other provisions of this Indenture to the contrary, the Issuer Issuer, the Bond Registrar, the Paying Agent, and the Trustee shall be entitled to treat and consider the person in whose name each Bond is registered in the registration books Bond Register as the absolute owner of such Bond for the purpose of payment of principal, redemption premium, if any, and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Trustee Paying Agent shall pay all principal of, redemption premium, if any, and interest on the Bonds only to or upon the order of the respective owners, as shown in the registration books Bond Register 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, redemption premium, if any, and interest on, the 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, redemption premium, if any, and interest, pursuant to this Indenture. (f) Any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of DTC or a DTC Participant, if applicablethe Securities Depository, of the transfer of the Beneficial Ownerbeneficial owner’s interest in such Bond. (g) So long as the DTC book-entry system is in effect, the Trustee Trustee, the Paying Agent and the Issuer Bond Registrar 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 The Securities Depository 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 beneficial owners of the Bonds to the Issuer or the Trustee. If there is no successor Securities Depository appointed by the Issuer, the Trustee Trustee, upon presentation and surrender of Bonds then outstanding, shall authenticate and deliver Bonds to the Beneficial Owners thereof beneficial owners thereof. In the event that the Company determines that the Securities Depository is incapable of discharging its responsibilities described herein or in accordance with any agreement among the information respecting the Beneficial Owners provided to Issuer, the Trustee by DTC, but without any liability on and the part Securities Depository and that it is in the best interest of the Issuer or beneficial owners of the Trustee for Bonds that they be able to obtain certificated Bonds, 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 shall (or i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the securities and Exchange Act of 1934, as amended, notify the Securities Depository of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository or (ii) notify the Securities Depository and owners, identified by the Securities Depository) at any time , of the availability through the Securities Depository of Bonds and transfer one or more separate Bonds to owners, identified by giving reasonable written notice to DTC (or a successor the Securities Depository) , having Bonds credited to their accounts. In each scenario described in this subsection (h), the Securities Depository will provide the Trustee with the name, address of record, and the Trusteetaxpayer identification number of each beneficial owner of a Bond. In such event, the Issuer Bonds shall execute and deliver no longer be restricted to being registered in the Bond Register in the name of the Securities Depository, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names Bondholders transferring or exchanging Bonds shall designate, in accordance with the provisions of this Indenture. Upon the written consent of 100% of the beneficial owners of the Bonds, the Trustee, in accordance with any agreement among the Issuer, the Trustee, and the Trustee Securities Depository, shall withdraw the Bonds from the Securities Depository, and authenticate and deliver the Bonds fully registered 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 assignees of the Securities Depository or its nominee. If the request for such withdrawal is not the result of any Issuer action or inaction, such withdrawal, authentication and delivery shall be at the Trustee for the accuracy cost and expense (including costs of printing, preparing and delivering such information. The Chairman or Vice Chairman Bonds) 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 systempersons requesting such withdrawal, authentication and delivery.

Book-Entry System. (a) DTC will act as Securities The Issuer has determined that the Series 20 Bonds shall be held by a central depository system pursuant to an agreement between the Issuer and The Depository for Trust Company, and have transfers of the BondsSeries 20 Bonds effected by book-entry on the books of the central depository system. The Series 20 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 Series 20 Bonds. Upon initial issuance, the ownership of such Series 20 Bonds shall be registered in the register kept by the Registrar in the name of CEDE & CO., as nominee of The Depository Trust Company. Notwithstanding any other provision hereof to the contrary, so long as any Series 20 Bond is registered in the name of Cede CEDE & Co. (DTC’s partnership nominee)CO. So long as Cede & Co. is the Registered Owner nominee of the BondsDepository Company, all payments with respect to the principal of and premium, if any, and interest on such Series 20 ▇▇▇▇ and all notices with respect to such Series 20 Bond shall be made and given, respectively, to the Depository Company as provided in a representation letter from the Authority to the Depository Company. With respect to the Series 20 Bonds registered in the register kept by the Paying Agent in the name of CEDE & CO., as nominee of DTC, references herein to Registered Owners, Bondholders or 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 recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners of the Bonds. (c) With respect to Bonds registered in the name of Cede & Co., DTC’s partnership nomineeDepository Trust Company, the Issuer and the Trustee Paying Agent shall have no responsibility or obligation to any DTC Participant other holders or to owners (including any person on behalf beneficial owner (“Beneficial Owner”), of whom such a DTC Participant holds an interest in the Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Issuer and the Trustee shall have no responsibility or obligation Series 20 Bonds with respect to (i) the accuracy of the records of DTCThe Depository Trust Company, Cede CEDE & Co. CO., or any DTC Participant Beneficial Owner with respect to any ownership interest in the Bondsquestions, (ii) the delivery to any DTC Participant bondholder (including any Beneficial Owner) or any other person, other than a Bondholder, as shown on the registration booksThe Depository Trust Company, of any notice with respect to the Bonds, Series 20 Bonds including any notice of redemption, or (iii) the payment to any DTC Participant Bondholder (including any Beneficial Owner) or any other person, other than a Registered OwnerThe Depository Trust Company, as shown in the registration books of any amount with respect to the principal of, or premium, if any, or interest onon the Series 20 Bonds, the Bonds. (d) Notwithstanding any except as otherwise provided herein. No person other provisions than The Depository Trust Company shall receive an authenticated Series 20 Bond evidencing an obligation of this Indenture to the contrary, the Issuer to make payments of the principal of 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 such Bond for the purpose of payment of principal, premium, if any, and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Trustee shall pay all principal of, premium, if any, and interest on the Series 20 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 Series 20 Bonds for the purpose of (i) payment of the principal of and premium, if any, and interest on such Series 20 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 Series 20 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 Series 20 Bonds only to or upon the order of the respective owners, as shown in the registration books as provided in this Indenture, or their respective attorneys duly authorized in writingThe Depository Trust Company, and all such payments shall be valid and effective fully to fully satisfy and discharge the Issuer’s and the Paying Agent’s obligations with respect to payment principal of principal of, and premium, if any, and interest on, on the Series 20 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. (e) No person , 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 than a Registered Ownerprovision hereof to the contrary, so long as shown any Series 20 Bond is registered in the registration booksname of CEDE & CO. as nominee of The Depository Trust Company, shall receive a Bond certificate evidencing all payments with respect to the obligation principal of the Issuer to make payments of principal, and premium, if any, and interest, pursuant to this Indenture. (f) Any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry system is in effect, be satisfied by the notation interest on the books of DTC or a DTC Participant, if applicable, of the transfer of the Beneficial Owner’s interest in such Bond. (g) So long as the book-entry system is in effect, the Trustee Series 20 ▇▇▇▇ 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 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 Bonds at any time Issuer to The Depository Trust Company. Upon receipt by giving reasonable 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 all relevant information on 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 Series 20 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 Series 20 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 Series 20 Bonds, the Issuer may notify The Depository Trust Company and the Registrar, whereupon The Depository Trust Company will notify the Beneficial Owners of the Bonds to the Issuer or the Trustee. If there is no successor Securities availability through The 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 Trust Company of the Issuer or the Trustee certificates 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 TrusteeSeries 20 Bonds. In such event, the Registrar shall prepare, authenticate, transfer and exchange certificates for the Series 20 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 Series 20 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 Series 20 Bonds. If the Series 20 Bonds shall execute no longer be restricted to being registered in the name of a depository trust company, the Registrar shall cause the Series 20 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 deliver 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 (15) calendar days in advance of such record date to the extent possible. So long as the Series 20 Bonds are registered in the 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 Series 20 Bonds or from The Depository Trust Company on behalf of such Beneficial Owners stating the amount of their respective beneficial ownership interests in the Series 20 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 consent, advice, direction, demand or vote were made by the 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 Series 20 Bonds and the current addresses of such Beneficial Owners. If the Book Entry System is no longer in effect, registered owners of Series 20 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 Series 20 Bond or Series 20 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 Series 20__ Bonds, the Trustee may make a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer, which shall authenticate and deliver be paid by the Bonds person requesting such exchange or transfer as a condition precedent to the Beneficial Owners thereof in accordance with exercise of the information respecting the Beneficial Owners provided to privilege of making such exchange or transfer. The cost of preparing each new Series 20 Bond upon each exchange or transfer, and any other expenses of the Trustee incurred in connection therewith (except any applicable tax, fee or other governmental charge) shall be paid by DTC, but without the Issuer. The Trustee shall not be obliged to make any liability on the part transfer or exchange of any Series 20 Bond called for redemption within thirty days 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 systemredemption date.

Book-Entry System. ‌ (a) DTC will act Except as Securities provided in subparagraph (c) of this Section 2.11, the registered owner of all of the Bonds shall be, and the Bonds shall be registered in the name of, Cede & Co. (“Cede”), as nominee of The Depository Trust Company (“DTC”). Payment of semi-annual interest for any Bonds shall be made by transfer of same-day funds to the account of Cede on the interest payment date for the Bonds. Bonds at the address indicated for Cede in the registration books of the Issuer kept by the Trustee. (b) The Bonds shall be initially issued in the form of a separate single fully registered Bond bond in the amount of each separately stated maturity of the Bonds. Upon initial issuance, the ownership of such Bonds shall be registered in the registry books of the Issuer kept by the Trustee in the name of Cede & Co. (DTC’s partnership nominee). So long as Cede & Co. is the Registered Owner of the BondsCede, as nominee of DTC, references herein to Registered Owners, Bondholders or 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 recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners of the Bonds. (c) With respect to Bonds registered in the registry books kept by the Trustee in the name of Cede & Co.Cede, as nominee of DTC’s partnership nominee, the Issuer and the Trustee shall have no responsibility or obligation to any participant of DTC Participant (a “Participant”) or to any person on behalf of for whom such a DTC Participant holds acquires an interest in the Bonds, except as provided in this IndentureBonds (a “Beneficial Owner”). Without limiting the immediately preceding sentence, the Issuer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant Participant, any Beneficial Owner or any other person, other than a Bondholder, as shown on the registration booksDTC, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant Participant, any Beneficial Owner or any other person, other than a Registered OwnerDTC, as shown in the registration books of any amount with respect to the principal of, premium, if any, of or interest on, on the Bonds. (d) Notwithstanding any other provisions of this Indenture to the contrary, the . The Issuer and the Trustee shall may treat as and deem DTC to be entitled to treat and consider the person in whose name each Bond is registered in the registration books as the absolute owner of such each Bond for the purpose of payment of principal, premium, if any, the principal of and interest with respect to on such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Trustee shall pay all principal of, premium, if any, of and interest on the Bonds only to or upon the order of the respective owners, as shown in the registration books as provided in this Indenture, or their respective attorneys duly authorized in writingDTC, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer’s obligations with respect to payment the principal of principal of, premium, if any, and interest on, on the Bonds to the extent of the sum or sums so paid. (e) . Payments of principal may be made without requiring the surrender of the Bonds, and the Issuer and Trustee shall not be liable for the failure of DTC or any successor thereto to properly indicate on the Bonds the payment of such principal. No person other than a Registered Owner, as shown in the registration books, DTC shall receive a Bond certificate evidencing the obligation of the Issuer to make payments of principal, premium, if any, principal of and interest, interest on the Bonds pursuant to this Indenture. (f) Any provision . Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the transfer provisions hereof, the word “Cede” in this Indenture permitting or requiring the delivery shall refer to such new nominee of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of DTC or a DTC Participant, if applicable, of the transfer of the Beneficial Owner’s interest in such Bond. (g) 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. (hc) (i) DTC may determine to discontinue providing its service services 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 Trusteeand discharging its responsibilities with respect thereto under applicable law. If Under such circumstances (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 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 eventsecurities depository), the Issuer shall execute and deliver to the Trustee, and the Trustee shall authenticate and deliver the Bonds to the Beneficial Owners thereof Bond certificates will be delivered as described 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 systemthis Indenture.

Book-Entry System. (a) DTC The Issuer may determine that the Bonds will act as Securities be held by a central depository system pursuant to an agreement between the Issuer and The Depository for Trust Company, and have transfers of the BondsBonds 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 Company. Notwithstanding any other provision hereof to the contrary, so long as any Series 20 Bond is registered in the name of Cede CEDE & Co. (DTC’s partnership nominee)CO. So long as Cede & Co. is the Registered Owner nominee of the BondsDepository Trust Company, all payments with respect to the principal of and premium, if any, and interest on such Series 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 DTC, references herein to Registered Owners, Bondholders or 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 recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners of the Bonds. (c) With respect to Bonds registered in the name of Cede & Co., DTC’s partnership nomineeDepository Trust Company, the Issuer and the Trustee Paying Agent shall have no responsibility or obligation to any DTC Participant other holders or to owners (including any person on behalf beneficial owner (“Beneficial Owner”), of whom such a DTC Participant holds an interest in the Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Issuer and the Trustee shall have no responsibility or obligation Bonds with respect to (i) the accuracy of the records of DTCThe Depository Trust Company, Cede CEDE & Co. CO., or any DTC Participant Beneficial Owner with respect to any ownership interest in the Bondsquestions, (ii) the delivery to any DTC Participant bondholder (including any Beneficial Owner) or any other person, other than a Bondholder, as shown on the registration booksThe Depository Trust Company, of any notice with respect to the Bonds, Bonds including any notice of redemption, or (iii) the payment to any DTC Participant Bondholder (including any Beneficial Owner) or any other person, other than a Registered OwnerThe Depository Trust Company, as shown in the registration books of any amount with respect to the principal of, or premium, if any, or interest on, on the Bonds. (d) Notwithstanding any Bonds except as otherwise provided herein. No person other provisions than The Depository Trust Company shall receive an authenticated Bond evidencing an obligation of this Indenture to the contrary, the Issuer to make payments of the principal of 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 such Bond for the purpose of payment of principal, premium, if any, and interest with respect on the Bonds pursuant to such Bond, 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 matters notices permitted to be given to Bondholders with respect to such Bond, for the purpose of Bonds; (iii) registering transfers with respect to such Bond, 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 Trustee Paying Agent shall pay all principal of, of and premium, if any, and interest on the Bonds only to or upon the order of the respective owners, as shown in the registration books as provided in this Indenture, or their respective attorneys duly authorized in writingThe Depository Trust Company, and all such payments shall be valid and effective fully to fully satisfy and discharge the Issuer’s and the Paying Agent’s obligations with respect to payment principal of principal of, and premium, if any, and interest on, 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. (e) No person , 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 than a Registered Ownerprovision hereof to the contrary, so long as shown any Bond is registered in the registration booksname of CEDE & CO. as nominee of The Depository Trust Company, shall receive a Bond certificate evidencing all payments with respect to the obligation principal of the Issuer to make payments of principal, and premium, if any, and interestinterest on such Bond and all notices with respect to such Bond shall be made and given, pursuant respectively, to this 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. (f) Any provision of this Indenture permitting or requiring . If the delivery of Bonds shall, while the book-entry system Issuer determines that it is in effect, be satisfied by the notation on the books of DTC or a DTC Participant, if applicable, best interest of the transfer 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 interest 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 depository trust company, the Registrar shall cause the Bonds to be printed in blank in such Bond. 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 (g15) calendar days in advance of such record date to the extent possible. So long as the book-entry system is Bonds are registered in effectthe name of The Depository Trust Company or CEDE & CO. or any substitute nominee, the Trustee Issuer and the Issuer Registrar and Paying Agent shall comply with the terms of the Letter of Representations, be entitled to request and to rely upon a copy of which is attached hereto as Exhibit B and made a part hereof, certificate 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 other written notice and all relevant information on representation from the Beneficial Owners of the Bonds to or from The Depository Trust Company on behalf of such Beneficial Owners stating the Issuer amount of their respective beneficial ownership interests in the Bonds and setting forth the consent, advice, direction, demand or the Trustee. If there is no successor Securities Depository appointed by the Issuer, the Trustee shall authenticate and deliver Bonds to vote of the Beneficial Owners thereof in accordance with as of a record date selected by the information respecting Registrar and The Depository Trust Company, to the same extent as if such consent, advice, direction, demand or vote were made by the Bondholders for purposes of this Indenture and the Issuer and the Registrar and Paying Agent shall for such purposes treat the Beneficial Owners provided 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 Trustee by DTC, but without any liability on the part Registrar a list of all Beneficial Owners of the Issuer or 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 longer in effect, registered owners of Bonds may, upon surrender thereof at the principal corporate trust operations office of the Trustee for the accuracy with a written instrument 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 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 governmental charge required to be paid with respect to such exchange or transfer, which shall authenticate and deliver be paid by the Bonds person requesting such exchange or transfer as a condition precedent to the Beneficial Owners thereof in accordance with exercise of the information respecting the Beneficial Owners provided to privilege of making such exchange or transfer. The cost of preparing each new Bond upon each exchange or transfer, and any other expenses of the Trustee incurred in connection therewith (except any applicable tax, fee or other governmental charge) shall be paid by DTC, but without the Issuer. The Trustee shall not be obliged to make any liability on the part transfer or exchange of any Bond called for redemption within thirty days 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 systemredemption date.

Book-Entry System. (a) DTC will act as Securities Depository for the Bonds. The Bonds shall be initially issued in the form of as a single fully registered Bond registered in the name of Cede & Co. (DTC’s partnership nominee“Cede”). So long as Cede & Co. is the Registered Owner of the Bonds, as nominee of DTC, references herein to Registered Ownersin the registration books kept by the Registrar. Except as provided in subsection (c) below, Bondholders or holders or Owners all of the Bonds outstanding from time to time 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 recorded through the records of a DTC Participant. Transfers of beneficial ownership interests registered in the Bonds which are registered registration books kept by the Registrar in the name of Cede & Co. will be accompanied by book entries made by DTC andCede, in turn, by the DTC Participants who act on behalf as nominee of the Beneficial Owners of the Bonds. (c) DTC. With respect to Bonds registered in the registration books kept by the Registrar in the name of Cede & Co.Cede, as nominee of DTC’s partnership nominee, the Issuer Issuer, the Trustee, the Registrar and the Trustee Paying Agent shall have no responsibility or obligation to any DTC Participant or to any person Person on behalf of whom such which a DTC Participant holds an interest in the Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Issuer Issuer, the Trustee, the Registrar and the Trustee Paying Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other personPerson, other than a Bondholder, an Owner as shown on in the registration booksbooks kept by the Registrar, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other personPerson, other than a Registered an Owner, as shown in the registration books kept by the Registrar, of any amount with respect to the principal of, of or premium, if any, or interest onon the Bonds. The Issuer, the Bonds. (d) Notwithstanding any other provisions of this Indenture to the contraryTrustee, the Issuer Registrar and the Trustee shall be entitled to Paying Agent may treat and consider the person Person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal, premium, if any, and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, Bond and for all other purposes whatsoever. The Trustee Paying Agent shall pay all principal of, of and premium, if any, and interest on the Bonds only to or upon the order of the respective ownersOwners, as shown in the registration books kept by the Registrar, as provided in this Indenture, or their respective attorneys duly authorized in writingSection 2.01 hereof, 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, of and premium, if any, and interest on, on the Bonds to the extent of the sum or sums so paid. (e) No person . So long as the book-entry system described above shall be in effect, no Person other than a Registered an Owner, as shown in the registration booksbooks kept by the Registrar, shall receive a Bond certificate evidencing the obligation of the Issuer to make payments of principal, premium, if any, and interest, interest pursuant to the Indenture. Upon delivery by DTC to the Issuer or the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the provisions herein with respect to Record Dates, the word “Cede” in this IndentureIndenture shall refer to such new nominee of DTC; and upon receipt of such a notice the receiving party shall promptly deliver a copy of the same to the other such party, the Registrar and the Paying Agent. (fb) Any provision of this Indenture permitting or requiring the The Issuer’s execution and delivery of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of DTC or a DTC Participant, if applicable, of the transfer of the Beneficial Owner’s interest in such Bond. (g) 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 Representations shall not in any way limit the provisions of which is attached hereto this Section 2.11 or in any other way impose upon the Issuer any obligation whatsoever with respect to Persons having interests in the Bonds other than the Owners as Exhibit B and made a part hereof, or an alternate shown on the registration books kept by the Registrar. The Trustee shall take all action necessary for all representations of the Issuer in the Letter of Representations as required by DTC.with respect to the Trustee, the Paying Agent and the Registrar to be complied with at all times. -15- Indenture of Trust (hc) DTC may determine to discontinue providing its service services 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 discharging its responsibilities 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 informationrespect thereto under applicable law. The Issuer, with the consent of the Company, may terminate the services of DTC with respect to the Bonds. In accordance with Section 2.01(e) hereof, upon the discontinuance or termination of the services of DTC with respect to the Bonds, the Issuer and the Trustee, at the direction of the Company, may determine not select and enter into arrangements with a substitute Securities Depository. Unless a substitute Securities Depository is appointed to continue participation undertake the functions of DTC hereunder, the Bonds shall no longer be restricted to being registered in the system registration books kept by the Registrar in the name of book entry transfers through DTC (Cede, as nominee of DTC, but may be registered in whatever name or a successor Securities Depository) at any time by giving reasonable written notice to DTC (names Owners transferring or a successor Securities Depository) and the Trustee. In such event, the Issuer exchanging Bonds shall execute and deliver to the Trustee, and the Trustee shall authenticate and deliver the Bonds to the Beneficial Owners thereof designate in accordance with the information respecting the Beneficial Owners provided provisions of Section 2.07 hereof. (d) Notwithstanding any other provision of this Indenture to the Trustee by contrary, so long as any Bond is registered in the name of Cede, as nominee of DTC, but without any liability all payments with respect to 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, in the part of manner provided in 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 systemRepresentations.

Book-Entry System. (a1) DTC will act as the initial Securities Depository for the Bonds. The Bonds shall be initially issued in the form of a single fully registered Bond registered in the name of Cede & Co. (Co., as nominee for DTC’s partnership nominee), as Registered Owner of the Bonds, and held in the custody of DTC. So long as Cede & Co. is the Registered Owner of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or holders or Owners of the Bonds shall mean Cede & Co. and shall not mean the beneficial owners of the Bonds. (b2) The While DTC is the Securities Depository, the ownership interest of each of the Beneficial Owners beneficial owners of the Bonds will be recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners beneficial owners of the Bonds. (c3) With respect to Bonds registered in the name of Cede & Co., DTC’s partnership nomineethe Securities Depository, the Issuer Authority, the Bond Registrar, the Paying Agent, any co-paying agent and the Trustee shall have no responsibility or obligation to any DTC Participant or to any person Person on behalf of whom such a DTC Participant Securities Depository holds an interest in the Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Issuer Authority, the Bond Registrar, the Paying Agent, any co-paying agent and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant the Securities Depository with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other personPerson, other than a Bondholder, as shown on the registration booksBond Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other personPerson, other than a Registered Owner, as shown in the registration books Bond Register of any amount with respect to principal of, premium, if any, or interest on, the Bonds. (d4) Notwithstanding any other provisions of this Indenture to the contrary, the Issuer Authority, the Bond Registrar, the Paying Agent, any co-paying agent and the Trustee shall be entitled to treat and consider the person Person in whose name each Bond is registered in the registration books Bond Register as the absolute owner of such Bond for the purpose of payment of principal, premium, if any, and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Trustee Paying Agent shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the respective owners, as shown in the registration books Bond Register 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 Authority's obligations with respect to payment of principal of, premium, if any, and interest on, the Bonds to the extent of the sum or sums so paid. (e5) No person Person other than a Registered Owner, as shown in the registration booksBond Register, shall receive a Bond certificate evidencing the obligation of the Issuer Authority to make payments of principal, premium, if any, and interest, pursuant to this Indenture. (f6) Any Except in the case of payment upon maturity or redemption if the book-entry system is not in effect, any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of DTC or a DTC Participant, if applicablethe Securities Depository, of the transfer of the Beneficial Owner’s beneficial owner's interest in such Bond. (g7) So long as the book-entry system is in effect, the Trustee Trustee, the Paying Agent, any co-paying agent and the Issuer Bond Registrar 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 DTCDTC Letter. (h) DTC 8) The Securities Depository 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 beneficial owners of the Bonds Bonds, which shall include, without limitation, the name, address of record and taxpayer identification number of each such beneficial owner of the Bonds, to the Issuer or Authority and the Trustee. If there is no successor Securities Depository appointed by the IssuerAuthority, the Trustee Trustee, based solely upon information provided to it in writing by the Securities Depository, which shall include, without limitation, the name, address of record and taxpayer identification number of each such beneficial owner of the Bonds, shall authenticate and deliver Bonds to the Beneficial Owners thereof beneficial owners thereof. In the event that the Company determines that the Securities Depository is incapable of discharging its responsibilities described herein or in accordance with any agreement among the information respecting the Beneficial Owners provided to Authority, the Trustee by DTCand the Securities Depository, but without any liability on the part of the Issuer or the Trustee for the accuracy of such information. The IssuerAuthority, at the direction of the Company, may determine not to continue participation in the system of book entry transfers through DTC shall (or i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities Exchange Act of 1934, as amended, notify the Securities Depository of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository or (ii) notify the Securities Depository and the beneficial owners, identified by the Securities Depository) at any time , of the availability through the Securities Depository of Bonds and transfer one or more separate Bonds to the beneficial owners, identified in writing by giving reasonable written notice the Securities Depository as having Bonds credited to DTC (or a successor Securities Depository) and the Trusteetheir accounts. In such event, the Issuer Bonds shall execute and deliver no longer be restricted to being registered in the Bond Register in the name of the Securities Depository, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names Bondholders transferring or exchanging Bonds shall designate, in accordance with the provisions of this Indenture. Upon the written consent of 100% of the beneficial owners of the Bonds, the Trustee, in accordance with any agreement among the Authority, the Trustee, and the Trustee Securities Depository, shall withdraw the Bonds from the Securities Depository, and authenticate and deliver the Bonds fully registered to the Beneficial Owners thereof in accordance assignees of the Securities Depository or its nominee. If the request for such withdrawal is not the result of any Authority action or inaction, such withdrawal, authentication and delivery shall be at the cost and expense (including costs of printing, preparing and delivering such Bonds) of the Persons requesting such withdrawal, authentication and delivery. In connection with any proposed transfer outside the information respecting book-entry system, the Beneficial Owners Authority or the Company shall provide or cause to be provided to the Trustee by DTCall information necessary to allow the Trustee to comply with any applicable tax reporting obligations, but including without limitation any liability cost basis reporting obligations under Code Section 6045. The Trustee may rely on the part of the Issuer information provided to it and shall have no responsibility to verify or the Trustee for ensure 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. (a) DTC will act as Securities Depository for Upon the initial issuance and delivery of the Bonds. The , the Bonds shall be initially issued in the form of a single fully registered Bond registered in the name of Cede & Co. (DTC’s partnership the Securities Depository or its nominee). So long , as Cede & Co. is the Registered Owner registered owner of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or holders or Owners and held in the custody of the Bonds shall mean Cede & Co. and shall not mean Securities Depository or its designee. A single certificate (or such number of certificates required by the beneficial owners procedures of the Securities Depository) will be issued and delivered to the Securities Depository (or its designee) for the Bonds. (b) The ownership interest of each of , and 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 the Bonds will be recorded through the records of a DTC Participant. Transfers as provided herein, all transfers of beneficial ownership interests will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of Bonds is to receive, hold or deliver any Bond certificate. The Issuer, the Company and the Trustee will recognize the Securities Depository or its nominee as the Owner for all purposes, including notices. The Issuer, the Company, the Trustee and the Remarketing Agent 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 which are registered in and (ii) a certificate of any such Participant as to the name identity of, and the respective principal amount of Cede & Co. will be accompanied by book entries made by DTC andBonds beneficially owned by, in turn, by the DTC Participants who act on behalf of the Beneficial Owners of the Bonds. (c) With . Whenever, during the term of the Bonds, the beneficial ownership thereof is determined by a Book-Entry System at the Securities Depository, the requirements in this Indenture of holding, delivering or transferring Bonds shall be deemed modified to require the appropriate person to meet the requirements of the Securities Depository as to registering or transferring the book-entry Bonds to produce the same effect. Any provision hereof permitting or requiring delivery of Bonds shall, while the Bonds are in the Book-Entry System, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Except as otherwise specifically provided in this Indenture and the Bonds with respect to the rights of Participants and Beneficial Owners, when a Book-Entry System is in effect, the Issuer, the Trustee, 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 name purposes of Cede & Co.(i) payment of the principal or Purchase Price of, DTC’s partnership nomineepremium, if any, and interest on the Bonds or portion thereof to be redeemed or purchased, (ii) giving any notice permitted or required to be given to Owners under this Indenture, and (iii) the giving of any direction or consent or the making of any request by the Owners hereunder, and none of the Issuer, the Issuer and Trustee, the Remarketing Agent nor the Company shall be affected by any notice to the contrary. None of the Issuer, the Company, the Trustee shall or the Remarketing Agent will have no any responsibility or obligation obligations to the Securities Depository, any DTC Participant Participant, any Beneficial Owner or to any other person which is not shown on behalf of whom such a DTC Participant holds an interest in the BondsBond Register, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Issuer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of any records maintained by the records of DTC, Cede & Co. Securities Depository or any DTC Participant with respect to any ownership interest in the BondsParticipant, (ii) the delivery to payment by the Securities Depository or by any DTC Participant or any other person, other than a Bondholder, as shown on the registration books, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than a Registered Owner, as shown in the registration books of any amount with due to any Beneficial Owner in respect to of the principal amount or redemption or Purchase Price of, premium, if any, or interest on, any Bonds, (iii) the delivery of any notice by the Securities Depository or any Participant, (iv) the selection of the Participants or the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds. , or (dv) Notwithstanding any consent given or any other provisions of this Indenture to action taken by the 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 such Bond for the purpose of payment of principal, premium, if any, and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoeverSecurities Depository or any Participant. The Trustee shall pay all principal of, premium, if any, and interest on the Bonds registered in the name of a nominee of the Securities Depository only to or “upon the order of the respective owners, Securities Depository (as shown that term is used in the registration books Uniform Commercial Code as provided adopted in this Indenture, or their respective attorneys duly authorized in writingLouisiana), and all such payments shall be valid and effective to fully satisfy and discharge the IssuerCompany’s obligations with respect to payment of the principal of, premium, if any, and interest on, the on such 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 interest, pursuant to this Indenture. (f) Any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book. The Book-entry system is in effect, Entry System may be satisfied discontinued by the notation on the books of DTC or a DTC Participant, if applicable, of the transfer of the Beneficial Owner’s interest in such Bond. (g) So long as the book-entry system is in effect, the Trustee and the Issuer shall comply with Issuer, at the terms direction and expense of the Letter Company, and the Issuer and the Trustee will cause the delivery of RepresentationsBond certificates to such Beneficial Owners of the Bonds and registered in the names of such Beneficial Owners as shall be specified to the Trustee by the Securities Depository in writing, 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.under the following circumstances: (ha) DTC may determine The Securities Depository determines to discontinue providing its service with respect to the Bonds and no successor Securities Depository is appointed. Such a determination may be made at any time by giving reasonable written 30 days’ notice to the Issuer, the Company and the Trustee and discharging its responsibilities with respect thereto under applicable law. (b) The Company determines not to continue the Book-Entry System through a Securities Depository. In the event the Book-Entry System is discontinued, the Trustee shall mail a notice to the Securities Depository for distribution to the Beneficial Owners stating that the Securities Depository will no longer serve as securities depository, the procedures for obtaining Bonds and the provisions of this Indenture which govern the Bonds, including, but not limited to, provisions regarding authorized denominations, transfer and exchange, principal and interest payment and other related matters. When the Book-Entry System is not in effect, all relevant information on references herein to the Securities Depository shall be of no further force or effect and the Trustee shall, at the expense of the Company, issue Bonds directly to the Beneficial Owners. The Trustee reserves the right to initially issue the Bonds directly to the Beneficial Owners of the Bonds to the Issuer or the Trustee. If there is no successor Securities Depository appointed by the Issuer, if 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 receives an opinion of Bond Counsel that determines that use of the Issuer or Book-Entry System would cause 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 Trustee shall authenticate and deliver interest on the Bonds to the Beneficial Owners thereof be included in accordance with the information respecting the Beneficial Owners provided to the Trustee by DTC, but without any liability on the part gross income of the Issuer or the Trustee Owners 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 systemfederal income tax purposes.

Book-Entry System. (a) DTC will act as Securities Depository for Unless otherwise determined by the Bonds. The Issuer, the Bonds shall be initially issued in the form of a separate single certificated fully registered Bond registered in the name of Cede & Co. (DTC’s partnership nominee). So long as Cede & Co. is the Registered Owner of the BondsBond, as nominee of DTC, references herein to Registered Owners, Bondholders or 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 recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners of the Bonds. (c) With respect to Bonds registered in the name of Cede & Co., as nominee of DTC’s partnership nominee, or any successor nominee (the "Nominee"). The actual owners of the Bonds (the "Beneficial Owners") will not receive -27- Port of ▇▇▇▇▇▇ Series 1998A Trust Indenture physical delivery of Bond certificates except as provided herein. Except as provided in paragraph (d) below, all of the Outstanding Bonds shall be so registered in the registration books kept by the registrar, and the provisions of this Section shall apply thereto. (b) With respect to Bonds registered on the registration books kept by the Registrar in the name of the Nominee, the Issuer Issuer, the Company, the Paying Agent, the Trustee and the Trustee Remarketing Agent shall have no responsibility or obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds, except as provided in this IndentureBeneficial Owners. Without limiting the immediately preceding sentence, the Issuer Issuer, the Company, the Paying Agent, the Trustee and the Trustee Remarketing Agent shall have no responsibility or obligation to DTC, any DTC Participant or any Beneficial Owner with respect to (i1) the accuracy of the records of DTC, Cede & Co. the Nominee or any DTC Participant with respect to any ownership interest in the Bonds, (ii2) the delivery to by DTC or any DTC Participant or any other person, other than a Bondholder, as shown on the registration books, of any notice with respect to the Bonds, including any notice of redemption, or (iii3) the payment to any DTC Participant or any other person, other than a Registered Owner, as shown in the registration books Beneficial Owner of any amount with respect to principal or purchase price of, or premium, if any, or interest on, the Bonds. (d) Notwithstanding any other provisions of this Indenture to the contrary. The Issuer, the Issuer Company, the Paying Agent, the Trustee and the Trustee shall be entitled to Remarketing Agent may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of principalprincipal purchase price, premium, if any, premium and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Trustee Paying Agent shall pay all principal of, premium, of and premium if any, and interest on on, the Bonds only to or upon the order of the respective ownersOwners, as shown in the registration books as provided in this Indenturekept by the Registrar, 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 's obligations with respect to payment of principal of, and premium, if any, and interest on, the Bonds to the extent of the sum or sums so paid. (e) . No person other than a Registered an Owner, as shown in the registration booksbooks kept by the Registrar, shall receive a certificated Bond certificate evidencing the obligation of the Issuer to make payments of principal, premium, principal premium if any, and interest, interest pursuant to this Indenture. (fc) Any provision The Issuer, the Paying Agent, the Remarketing Agent and the Trustee shall execute and deliver to DTC a letter of this Indenture permitting or requiring representations in customary form with respect to the delivery of Bonds shall, while the in book-entry system is form (the "DTC Representation Letter"), but such DTC Representation Letter shall not in effectany way limit the provisions of the foregoing paragraph (b) or in any other way impose upon the Issuer, be satisfied the Trustee or the Paying Agent any obligation whatsoever with respect to persons having interests in the Bonds other than the Owners, as shown on the registration books kept by the notation on Registrar. The Trustee, the books of DTC or a DTC Participant, if applicable, Remarketing Agent and the Paying Agent shall take all action necessary for all representations of the transfer Issuer in the DTC Representation Letter with respect to the Trustee, the Remarketing Agent and the Paying Agent to be compiled with at all times, including but not limited to, the giving of all notices required under the Beneficial Owner’s interest in such BondDTC Representation Letter. The Trustee and Paying Agent are hereby authorized by the Issuer to enter into the DTC Representation Letter. (g) 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. (hd) DTC may determine to discontinue providing its service services 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 TrusteeTrustee and discharging its responsibilities with respect thereto under applicable law. If there The Issuer, with the consent of the -28- Port of ▇▇▇▇▇▇ Series 1998A Trust Indenture Company, may terminate the services of DTC with respect to the Bonds. Upon the discontinuance or termination of the services of DTC with respect to the Bonds, unless a substitute securities depository is no successor Securities Depository appointed by to undertake the functions of DTC hereunder, the Issuer, at the Trustee shall authenticate and expense of the Company, is obligated to deliver Bonds Bond certificates to the Beneficial Owners thereof of such Bonds, as described in this Indenture, and such Bonds shall no longer be restricted to being registered in the registration books kept by the Registrar in the name of the Nominee, but may be registered in whatever name or names Owners transferring or exchanging Bonds shall designate, in accordance with the information respecting provisions of this Indenture. (e) Notwithstanding any other provision of this Indenture to the contrary, so long as any Bond is registered in the name of the Nominee, all payments with respect to principal or purchase price of or, premium if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the DTC Representation Letter. Owners shall have no lien or security interest in any rebate or refund paid by DTC to the Paying Agent which arises from the payment by the Paying Agent of principal of, or premium, if any, or interest on, the Bonds in immediately available funds to DTC. (f) So long as any Bond is held in book-entry form a Beneficial Owners provided Owner (through its DTC Participant) shall give notice to the Trustee to elect to have its Bonds purchased, and shall effect delivery of such Bonds by DTC, but without any liability causing such DTC Participant to transfer its interest in the Bonds equal to such Beneficial Owner's interest on the part records 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 Trustee shall authenticate and deliver 's participant account with DTC. The requirement for physical delivery of the Bonds in connection with any purchase pursuant to Section 3.01 and Section 3.02 hereof shall be deemed satisfied when the ownership rights in the Bonds are transferred by DTC Participants on the records of DTC 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 systemTrustee's participant account.

Book-Entry System. Except as otherwise provided in a Supplemental Trust Agreement, upon the initial issuance and delivery of the Bonds after January 1, 2006, such Additional Bonds (areferred to in this section as "Book Entry Bonds") DTC will act as shall be issued in the name of the Securities Depository or its nominee, as registered owner of the Bonds, and held in the custody of the Securities Depository. (A) Except as provided in subsections B and C of this Section, the registered Holder of all Book Entry Bonds shall be, and the Book Entry Bonds shall be registered in the name of, Cede & Co., as nominee of DTC. Payment of interest for any Book Entry Bond, as applicable, shall be made in accordance with the provisions of this Trust Agreement to the account of Cede, on the Interest Payment Date for the Bonds. Book Entry Bonds at the address indicated for Cede in the registration books of the Authority kept by the Bond Registrar. (B) The Book Entry Bonds shall be initially issued in the form of a separate single fully registered Bond in the amount of each separate stated maturity of the Book Entry Bonds. Upon initial issuance, the ownership of each such Book Entry Bond shall be registered in the registration books kept by the Bond Registrar in the name of Cede, as nominee of DTC. With respect to Book Entry Bonds so registered in the name of Cede & Co. (DTC’s partnership nominee). So long as Cede & Co. is the Registered Owner of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or 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 recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners of the Bonds. (c) With respect to Bonds registered in the name of Cede & Co., DTC’s partnership nomineeCede, the Issuer Authority, the Bond Registrar and the Trustee any Paying Agent shall have no responsibility or obligation to any DTC Participant or to any person on behalf Beneficial Owner of whom any of such a DTC Participant holds an interest in the Book Entry Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Issuer Authority, the Bond Registrar and the Trustee any Paying Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any beneficial ownership interest in the Book Entry Bonds, (ii) the delivery to any DTC Participant Participant, Beneficial Owner or any other person, other than a Bondholder, as shown on the registration booksDTC, of any notice with respect to the Book Entry Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant Participant, Beneficial Owner or any other person, other than a Registered OwnerDTC, as shown in the registration books of any amount with respect to the principal or Redemption Price of, premium, if any, or interest on, any of the Book Entry Bonds. (d) Notwithstanding any other provisions of this Indenture to the contrary. The Authority, the Issuer Bond Registrar and the Trustee shall be entitled any Paying Agent may treat DTC as, and deem DTC to treat and consider the person in whose name each Bond is registered in the registration books as be, the absolute owner Holder of such each Book Entry Bond for the purpose of all purposes whatsoever, including (but not limited to) (a) payment of principal, premium, if anythe principal or Redemption Price of, and interest with respect to on, each such Book Entry Bond, for the purpose of (b) giving notices of redemption and other matters with respect to such Bond, for the purpose of Book Entry Bonds and (c) registering transfers with respect to such Bond, and for all other purposes whatsoeverBook Entry Bonds. The Trustee Paying Agent shall pay all the principal or Redemption Price of, premium, if any, and interest on the on, all Book Entry Bonds only to or upon the order of the respective owners, as shown in the registration books as provided in this Indenture, or their respective attorneys duly authorized in writingDTC, and all such payments payment shall be valid and effective to satisfy fully satisfy and discharge the Issuer’s Authority's obligations with respect to payment such principal or Redemption Price and interest, to the extent of the sums so paid. Except as provided in Section 2.04(E), no person other than DTC shall receive a Book Entry Bond evidencing the obligation of the Authority to make payments of principal or Redemption Price of, premium, if any, and interest on, the Bonds any such Book Entry Bond pursuant to this Trust Agreement. Upon delivery by DTC to the extent Bond Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the transfer provisions of this Trust Agreement, the word “Cede” in this Trust Agreement shall refer to such new nominee of DTC. Except as provided in Section 2.04(E), and notwithstanding any other provisions of this Trust Agreement to the contrary, the Book Entry Bonds may be registered, in whole but not in part, only in the name of the sum DTC or sums so paida nominee of DTC or to any successor securities depository appointed pursuant to this Section 2.04 or any nominee thereof. (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 interest, pursuant to this Indenture. (f) Any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of DTC or a DTC Participant, if applicable, of the transfer of the Beneficial Owner’s interest in such Bond. (g) 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. (hC) DTC may determine to discontinue providing its service services with respect to the Book Entry Bonds at any time by giving reasonable written notice to the Authority, the Bond Registrar and the Paying Agent, which notice shall certify that DTC has discharged its responsibilities with respect to the Book Entry Bonds under applicable law. (D) The Authority, in its sole discretion and without the consent of any other person, and upon compliance with any agreements between the Authority and DTC, may request termination of the services of DTC with respect to the Book Entry Bonds if the Authority determines that: (i) DTC is unable to discharge its responsibilities with respect to the Book Entry Bonds; or (ii) a continuation of the requirement that all relevant information on of the Outstanding Book Entry Bonds be registered in the registration books kept by the Bond Registrar in the name of Cede, as nominee of DTC, is not in the best interest of the Beneficial Owners Owner of the Book Entry Bonds. Current DTC rules provide that upon receipt of such a request, DTC will take the following actions: (i) DTC will issue an “Important Notice” notifying its Participants of the receipt of a withdrawal request from the Authority reminding Participants that they may utilize DTC’s withdrawal procedures if they wish to withdraw their securities from DTC; and (ii) DTC will process withdrawal requests submitted by Participants in the ordinary course of business, but will not effectuate withdrawals based upon a request from the Authority. The Authority shall, by written notice to the Bond Registrar, terminate the services of DTC with respect to the Book Entry Bonds upon receipt by the Authority, the Bond Registrar and the Paying Agent of written notice from DTC to the effect that DTC has received written notice from DTC Participants having interests, as shown in the records of DTC, in an aggregate principal amount of not less than fifty percent (50%) of the aggregate principal amount of the Outstanding Book Entry Bonds to the Issuer or the Trustee. If there effect that: (i) DTC is no successor Securities Depository appointed by the Issuer, the Trustee shall authenticate and deliver Bonds unable to discharge its responsibilities with respect 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 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 Bonds; or

Book-Entry System. (a) DTC will act as Securities Depository for the Bonds. The All Bonds shall be initially issued in the form of a separate single certificated fully registered Bond for each maturity date of the Bonds. Upon initial issuance, the ownership of each Bond shall be registered in the Bond Register in the name of Cede & Co. (DTC’s partnership nominee). So long as Cede & Co. is the Registered Owner of the BondsCo., as nominee of DTC. Except as provided in Section 2.10(d) hereof, references herein to Registered Owners, Bondholders or holders or Owners of the all Outstanding 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 recorded through the records of a DTC Participant. Transfers of beneficial ownership interests registered in the Bonds which are registered Bond Register in the name of Cede & Co. will be accompanied by book entries made by DTC andCo., in turn, by the DTC Participants who act on behalf as nominee of the Beneficial Owners of the BondsDTC. (cb) With respect to Bonds registered in the Bond Register in the name of Cede & Co., as nominee of DTC’s partnership nominee, the Issuer and the Trustee shall have no responsibility or obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Issuer Authority and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a Bondholderan Owner, as shown on in the registration booksBond Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than a Registered an Owner, as shown in the registration books Bond Register, of any amount with respect to principal of, premium, if any, or interest on, on the Bonds. (d) Notwithstanding any other provisions of this Indenture to the contrary, the Issuer . The Authority and the Trustee shall be entitled to may treat and consider the person in whose name each Bond is registered in the registration books Bond Register as the holder and absolute owner of such Bond for the purpose of payment of principal, premium, if any, and interest with respect to on such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to 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 respective ownersOwners, as shown in the registration books Bond Register, as provided in this IndentureSection 2.08 hereof, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the IssuerAuthority’s obligations with respect to payment of principal of, premium, if any, and interest on, on the Bonds to the extent of the sum or sums so paid. (e) . No person other than a Registered an Owner, as shown in the registration booksBond Register, shall receive a certificated Bond certificate evidencing the obligation of the Issuer Authority to make payments of principal, premium, if any, and interest, interest pursuant to this Indenture. (f) Any provision . Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions herein with respect to record dates, the word “Cede & Co.” in this Indenture permitting or requiring the delivery shall refer to such new nominee of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of DTC or a DTC Participant, if applicable, of the transfer of the Beneficial Owner’s interest in such Bond. (g) 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. (hc) The delivery of the Representation Letter by the Authority and the Trustee shall not in any way limit the provisions of Section 2.10(b) hereof or in any other way impose upon the Authority or the Trustee any obligation whatsoever with respect to persons having interests in the Bonds other than the Owners, as shown on the Bond Register. The Trustee shall take all action necessary for all representations in the Representation Letter with respect to the Trustee to be complied with at all times. (d) (i) DTC may determine to discontinue providing its service services 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 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, Authority and the Trustee shall authenticate and deliver the Bonds to the Beneficial Owners thereof in accordance discharging its responsibilities 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 systemrespect thereto under applicable law.

Book-Entry System. (a) DTC will act as Securities Depository for the Bonds. The Bonds shall be initially issued in the form of a single fully registered Bond registered in the name of Cede & Co. (DTC’s partnership nominee). So long as Cede & Co. is the Registered Owner of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or 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 recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners of the Bonds. (c) With respect to Bonds registered in the name of Cede & Co., DTC’s partnership nominee, the Issuer and the Trustee shall have no responsibility or obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Issuer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a Bondholder, as shown on the registration books, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than a Registered Owner, as shown in the registration books of any amount with respect to principal of, premium, if any, or interest on, the Bonds. (d) Notwithstanding any other provisions of this Indenture to the 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 such Bond for the purpose of payment of principal, premium, if any, and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to 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 respective 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 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 interest, pursuant to this Indenture. (f) Any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of DTC or a DTC Participant, if applicable, of the transfer of the Beneficial Owner’s interest in such Bond. (g) 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 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 Chairman, Executive Director or Vice Chairman 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. Except as otherwise provided in a Supplemental Trust Agreement, upon the initial issuance and delivery of the Bonds after January 1, 2006, such Additional Bonds (areferred to in this section as “Book Entry Bonds”) DTC will act as shall be issued in the name of the Securities Depository or its nominee, as registered owner of the Bonds, and held in the custody of the Securities Depository. (A) Except as provided in subsections B and C of this Section, the registered Holder of all Book Entry Bonds shall be, and the Book Entry Bonds shall be registered in the name of, Cede & Co., as nominee of DTC. Payment of interest for any Book Entry Bond, as applicable, shall be made in accordance with the provisions of this Trust Agreement to the account of Cede, on the Interest Payment Date for the Bonds. Book Entry Bonds at the address indicated for Cede in the registration books of the Authority kept by the Trustee as bond registrar (the “Bond Registrar”). (B) The Book Entry Bonds shall be initially issued in the form of a separate single fully registered Bond in the amount of each separate stated maturity of the Book Entry Bonds. Upon initial issuance, the ownership of each such Book Entry Bond shall be registered in the registration books kept by the Bond Registrar in the name of Cede, as nominee of DTC. With respect to Book Entry Bonds so registered in the name of Cede & Co. (DTC’s partnership nominee). So long as Cede & Co. is the Registered Owner of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or 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 recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners of the Bonds. (c) With respect to Bonds registered in the name of Cede & Co., DTC’s partnership nomineeCede, the Issuer Authority, the Bond Registrar and the Trustee any Paying Agent shall have no responsibility or obligation to any DTC Participant or to any person on behalf Beneficial Owner of whom any of such a DTC Participant holds an interest in the Book Entry Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Issuer Authority, the Bond Registrar and the Trustee any Paying Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any beneficial ownership interest in the Book Entry Bonds, (ii) the delivery to any DTC Participant Participant, Beneficial Owner or any other person, other than a Bondholder, as shown on the registration booksDTC, of any notice with respect to the Book Entry Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant Participant, Beneficial Owner or any other person, other than a Registered OwnerDTC, as shown in the registration books of any amount with respect to the principal or Redemption Price of, premium, if any, or interest on, any of the Book Entry Bonds. , (div) Notwithstanding the selection by DTC and the DTC Participants of the beneficial interests in Book Entry Bonds of a maturity to be redeemed in the event such Book Entry Bonds are redeemed in part, or (v) any consent given or other provisions action taken by DTC as the Holder of this Indenture to the contraryBook Entry Bonds. The Authority, the Issuer Bond Registrar and the Trustee shall be entitled any Paying Agent may treat DTC as, and deem DTC to treat and consider the person in whose name each Bond is registered in the registration books as be, the absolute owner Holder of such each Book Entry Bond for the purpose of all purposes whatsoever, including (but not limited to) (a) payment of principal, premium, if anythe principal or Redemption Price of, and interest with respect to on, each such Book Entry Bond, for the purpose of (b) giving notices of redemption and other matters with respect to such BondBook Entry Bonds, for the purpose of (c) registering transfers with respect to such Book Entry Bonds, (d) selecting Book Entry Bonds, or portions thereof, to be redeemed, and (e) obtaining any consent or other action to be taken by Holders, and the Authority, the Bond Registrar and any Paying Agent shall not be affected by any notice to the contrary. In the event of a redemption of all or a portion of a Book Entry Bond, DTC, in its discretion (i) may request the Trustee to authenticate and for all other purposes whatsoeverdeliver a new Book Entry Bond, or (ii) if DTC is the sole Owner of such Book Entry Bond, shall make an appropriate notation on the Book Entry Bond indicating the date and amounts of the reduction in principal thereof resulting from such redemption, except in the case of final payment, in which case such Book Entry Bond must be presented to the Trustee prior to payment. The Trustee Paying Agent shall pay all the principal or Redemption Price of, premium, if any, and interest on the on, all Book Entry Bonds only to or upon the order of the respective owners, as shown in the registration books as provided in this Indenture, or their respective attorneys duly authorized in writingDTC, and all such payments payment shall be valid and effective to satisfy fully satisfy and discharge the Issuer’s Authority's obligations with respect to payment such principal or Redemption Price and interest, to the extent of the sums so paid. Except as provided in Section 2.04(E), no person other than DTC shall receive a Book Entry Bond evidencing the obligation of the Authority to make payments of principal or Redemption Price of, premium, if any, and interest on, the 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 any such Book Entry Bond certificate evidencing the obligation of the Issuer to make payments of principal, premium, if any, and interest, pursuant to this Indenture. (f) Any provision Trust Agreement. Upon delivery by DTC to the Bond Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the transfer provisions of this Indenture permitting Trust Agreement, the word “Cede” in this Trust Agreement shall refer to such new nominee of DTC. Except as provided in Section 2.04(E), and notwithstanding any other provisions of this Trust Agreement to the contrary, the Book Entry Bonds may be registered, in whole but not in part, only in the name of the DTC or requiring a nominee of DTC or to any successor securities depository appointed pursuant to this Section 2.04 or any nominee thereof. In order to qualify the delivery of Book Entry Bonds shall, while the for DTC’s book-entry system is system, the Authority may execute and deliver to DTC a letter of representations required by DTC. The execution and delivery of such letter of representations shall not in effectany way impose upon the Authority, be satisfied by the notation on Trustee, the books Bond Registrar or any Paying Agent any obligation whatsoever with respect to persons having interests in such Book Entry Bonds other than DTC as the Registered Owner. Such letter of DTC or a DTC Participantrepresentations may provide the time, if applicableform, content and manner of transmission, of the transfer of the Beneficial Owner’s interest in such Bond. (g) 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 notices to DTC. (hC) DTC may determine to discontinue providing its service services with respect to the Book Entry Bonds at any time by giving reasonable written notice to the Authority, the Bond Registrar and the Paying Agent, which notice shall certify that DTC has discharged its responsibilities with respect to the Book Entry Bonds under applicable law. (D) The Authority, in its sole discretion and without the consent of any other person, and upon compliance with any agreements between the Authority and DTC (including a letter of representations), may request termination of the services of DTC with respect to the Book Entry Bonds if the Authority determines that: (i) DTC is unable to discharge its responsibilities with respect to the Book Entry Bonds; or (ii) a continuation of the requirement that all relevant information on of the Outstanding Book Entry Bonds be registered in the registration books kept by the Bond Registrar in the name of ▇▇▇▇, as nominee of DTC, is not in the best interest of the Beneficial Owners Owner of the Book Entry Bonds. Current DTC rules provide that upon receipt of such a request, DTC will take the following actions: (i) DTC will issue an “Important Notice” notifying its Participants of the receipt of a withdrawal request from the Authority reminding Participants that they may utilize DTC’s withdrawal procedures if they wish to withdraw their securities from DTC; and (ii) DTC will process withdrawal requests submitted by Participants in the ordinary course of business, but will not effectuate withdrawals based upon a request from the Authority. The Authority shall, by written notice to the Bond Registrar, terminate the services of DTC with respect to the Book Entry Bonds upon receipt by the Authority, the Bond Registrar and the Paying Agent of written notice from DTC to the effect that DTC has received written notice from DTC Participants having interests, as shown in the records of DTC, in an aggregate principal amount of not less than fifty percent (50%) of the aggregate principal amount of the Outstanding Book Entry Bonds to the Issuer effect that: (i) DTC is unable to discharge its responsibilities with respect to the Book Entry Bonds; or (ii) a continuation of the Trusteerequirement that all of the Outstanding Book Entry Bonds be registered in the registration books kept by Registrar, in the name of Cede, as nominee of DTC, is not in the best interests of the Beneficial Owner of the Book Entry Bonds. (E) Upon the termination of the services of DTC with respect to the Book Entry Bonds pursuant to subsection (D), or upon the discontinuance or termination of the services of DTC with respect to the Book Entry Bonds pursuant to subsection (B) or subsection (C), the Authority may within 90 days thereafter appoint a substitute Securities Depository which, in the opinion of the Authority, is willing and able to undertake the functions of DTC hereunder upon reasonable and customary terms. If there is no such successor Securities Depository appointed can be found within such period, the Book Entry Bonds shall no longer be restricted to being registered in the registration books kept by the IssuerBond Registrar, in the Trustee name of Cede, as nominee of DTC. In such event the Authority shall execute and the Bond Registrar shall authenticate Book Entry Bond certificates as requested by DTC of like principal amount, maturity and Series, in authorized denominations and the Bond Registrar shall deliver Bonds such certificates at its corporate trust office to the Beneficial Owners thereof identified in accordance writing by the Securities Depository in replacement of such beneficial owners' beneficial interests in the Book Entry Bonds. (F) Notwithstanding any other provision of this Trust Agreement to the contrary, so long as any Book Entry Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to the information respecting principal or Redemption Price of, and interest on, such Book Entry Bond and all notices with respect to such Book Entry Bond shall be made and given, respectively, to DTC as the Beneficial Owners registered Holder of such Bonds. (G) In connection with any notice or other communication to be provided to Holders of Book Entry Bonds registered in the Trustee name of Cede pursuant to this Trust Agreement by the Authority or the Bond Registrar with respect to any consent or other action to be taken by such Holders, the Authority shall establish a record date for such consent or other action by such Holders and give DTC notice of such record date not less than fifteen (15) calendar days in advance of such record date to the extent possible. NEITHER THE AUTHORITY NOR THE REGISTRAR WILL HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO THE DTC PARTICIPANTS OR THE BENEFICIAL OWNERS WITH RESPECT TO (1) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DTC PARTICIPANT; (2) THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL AMOUNT, SINKING FUND INSTALLMENT FOR, REDEMPTION PRICE OF OR INTEREST ON THE BOOK ENTRY BONDS; (3) THE DELIVERY BY DTC OR ANY DTC PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE BOND RESOLUTION TO BE GIVEN TO BONDHOLDERS; (4) THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BOOK ENTRY BONDS; OR (5) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY CEDE & CO. AS THE NOMINEE OF DTC, but without any liability on the part of the Issuer or the Trustee for the accuracy of such informationAS REGISTERED OWNER. The IssuerSO LONG AS CEDE & CO IS THE REGISTERED OWNER OF THE BOOK ENTRY BONDS, 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 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 AS NOMINEE OF DTC, but without any liability on the part of the Issuer or the Trustee for the accuracy of such informationREFERENCES HEREIN TO THE BONDHOLDERS OR REGISTERED HOLDERS OF THE BOOK ENTRY BONDS SHALL MEAN CEDE & CO. 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 systemAND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE BOOK ENTRY BONDS.

Book-Entry System. (a) DTC will act as the initial Securities Depository for the Bonds. The Bonds shall be initially issued in the form of a single fully registered Bond registered in the name of Cede & Co. (Co., as nominee for DTC’s partnership nominee), as Registered Owner of the Bonds, and held in the custody of DTC. So long as Cede & Co. is the Registered Owner of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or holders or Owners of the Bonds shall mean Cede & Co. and shall not mean the beneficial owners of the Bonds. (b) The While DTC is the Securities Depository, the ownership interest of each of the Beneficial Owners beneficial owners of the Bonds will be recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners beneficial owners of the Bonds. (c) With respect to Bonds registered in the name of Cede & Co., DTC’s partnership nomineethe Securities Depository, the Issuer Issuer, the Bond Registrar, the Paying Agent, any co-paying agent and the Trustee shall have no responsibility or obligation to any DTC Participant or to any person Person on behalf of whom such a DTC Participant Securities Depository holds an interest in the Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Issuer Issuer, the Bond Registrar, the Paying Agent, any co-paying agent and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant the Securities Depository with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other personPerson, other than a Bondholder, as shown on the registration booksBond Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other personPerson, other than a Registered Owner, as shown in the registration books Bond Register of any amount with respect to principal of, premium, if any, or interest on, the Bonds. (d) Notwithstanding any other provisions of this Indenture to the contrary, the Issuer Issuer, the Bond Registrar, the Paying Agent, any co-paying agent and the Trustee shall be entitled to treat and consider the person Person in whose name each Bond is registered in the registration books Bond Register as the absolute owner of such Bond for the purpose of payment of principal, premium, if any, and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Trustee Paying Agent shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the respective owners, as shown in the registration books Bond Register 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 Bonds to the extent of the sum or sums so paid. (e) No person Person other than a Registered Owner, as shown in the registration booksBond Register, shall receive a Bond certificate evidencing the obligation of the Issuer to make payments of principal, premium, if any, and interest, pursuant to this Indenture. (f) Any Except in the case of payment upon maturity or redemption if the book-entry system is not in effect, any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of DTC or a DTC Participant, if applicablethe Securities Depository, of the transfer of the Beneficial Ownerbeneficial owner’s interest in such Bond. (g) So long as the book-entry system is in effect, the Trustee Trustee, the Paying Agent, any co-paying agent and the Issuer Bond Registrar 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 DTCDTC Letter. (h) DTC The Securities Depository 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 beneficial owners of the Bonds Bonds, which shall include, without limitation, the name, address of record and taxpayer identification number of each such beneficial owner of the Bonds, to the Issuer or and the Trustee. If there is no successor Securities Depository appointed by the Issuer, the Trustee Trustee, based solely upon information provided to it in writing by the Securities Depository, which shall include, without limitation, the name, address of record and taxpayer identification number of each such beneficial owner of the Bonds, shall authenticate and deliver Bonds to the Beneficial Owners thereof beneficial owners thereof. In the event that the Company determines that the Securities Depository is incapable of discharging its responsibilities described herein or in accordance with any agreement among the information respecting the Beneficial Owners provided to Issuer, the Trustee by DTCand the Securities Depository, 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 shall (or i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities Exchange Act of 1934, as amended, notify the Securities Depository of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository or (ii) notify the Securities Depository and the beneficial owners, identified by the Securities Depository) at any time , of the availability through the Securities Depository of Bonds and transfer one or more separate Bonds to the beneficial owners, identified in writing by giving reasonable written notice the Securities Depository as having Bonds credited to DTC (or a successor Securities Depository) and the Trusteetheir accounts. In such event, the Issuer Bonds shall execute and deliver no longer be restricted to being registered in the Bond Register in the name of the Securities Depository, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names Bondholders transferring or exchanging Bonds shall designate, in accordance with the provisions of this Indenture. Upon the written consent of 100% of the beneficial owners of the Bonds, the Trustee, in accordance with any agreement among the Issuer, the Trustee, and the Trustee Securities Depository, shall withdraw the Bonds from the Securities Depository, and authenticate and deliver the Bonds fully registered 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 assignees of the Issuer Securities Depository or its nominee. If the Trustee request for such withdrawal is not the accuracy result of any issuer action or inaction, such information. The Chairman or Vice Chairman withdrawal, authentication and delivery shall be at the cost and expense (including costs of printing, preparing and delivering such Bonds) 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 systemPersons requesting such withdrawal, authentication and delivery.