Common use of Book-Entry System Clause in Contracts

Book-Entry System. (a) Anything in this Indenture to the contrary notwithstanding, any Bond may be authorized and issued as a Book-Entry Bond. (b) For all purposes of this Indenture, the Owner of a Book-Entry Bond shall be the Securities Depository therefor and neither the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar shall have any responsibility or obligation to the beneficial owner of such Bond or to any direct or indirect participant in such Securities Depository, except as expressly provided in this Indenture. Without limiting the generality of the foregoing, neither the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar shall have any responsibility or 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 the Securities Depository or any participant with respect to any beneficial ownership interest in such Bond, (ii) the delivery to any participant of the Securities Depository, the beneficial owner of such Bond or any other person, other than the Securities Depository, of any notice with respect to such Bond, including any notice of the redemption or purchase thereof, or (iii) the payment to any participant of the Securities Depository, the beneficial owner of such Bond or any other person, other than the Securities Depository, of any amount with respect to the principal, redemption price, if applicable, or purchase price of, or interest on, such Bond. The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent and the Registrar may treat the Securities Depository therefor as, and deem such Securities Depository to be, the absolute owner of a Book-Entry Bond for all purposes whatsoever, including, but not limited to, (1) payment of the principal, redemption price, if applicable, or purchase price of, and interest on, such Bond, (2) giving notices of redemption or purchase and of other matters with respect to such Bond, (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 the Trustee, acting as Tender Agent, shall pay the purchase price of a Book-Entry Bond, only to or upon the order of the Securities Depository therefor, and all such payments shall be valid and effective to satisfy fully and discharge the Issuer’s obligations with respect to such principal or redemption price or purchase price, and interest, to the extent of the sum or sums so paid. Except as otherwise provided in subsection (d) of this Section 2.13, no person other than the Securities Depository shall receive a Bond or other instrument evidencing the Issuer’s obligation to make payments of the principal, redemption price or purchase price thereof, and interest thereon. (c) The Issuer, by notice to the Trustee, the Paying Agent, the Tender Agent, the Registrar, the Remarketing Agent, the Auction Agent and a Securities Depository, may, with the 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) Anything in this Indenture to the contrary notwithstanding, payment of the redemption price of a Book-Entry Bond, or portion thereof, called for redemption prior to maturity may be paid to the Securities Depository by wire transfer of immediately available funds. Anything in the Indenture to the contrary notwithstanding, such redemption price may be paid without presentation and surrender to the Trustee, as Paying Agent, of the Book-Entry Bond, or portion thereof, called for redemption; provided, however, that payment of (a) the principal payable at maturity of a Book-Entry Bond and (b) the redemption price of a Book-Entry Bond as to 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 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 the Issuer or the Securities Depository). Anything in this Indenture to the contrary notwithstanding, upon any such payment to the Securities Depository without presentation and surrender, for all purposes of (i) the Book-Entry Bond as to which such payment has been made and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so paid. In such event, the Trustee shall notify forthwith the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made, and the principal amount of such Bond so paid, and the Trustee shall note such payment on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (f) For all purposes of this Indenture authorizing or permitting the purchase of Bonds, or portions thereof, by, or for the account of, the Issuer for cancellation, and anything in the Indenture to the contrary notwithstanding, a portion of a Book-Entry Bond may be deemed to have been purchased and cancelled without surrender thereof upon delivery to the Trustee of a certificate executed by the Issuer and a participant of the Securities Depository therefor to the effect that a beneficial ownership interest in such Bond, in the principal amount stated therein, has been purchased by, or for the account of, the Issuer through the participant of the Securities Depository executing such certificate; provided, however, that any purchase for cancellation of the entire principal amount of a Book-Entry Bond shall be effective for purposes of the Indenture only upon surrender of such Book-Entry Bond to the Paying Agent; and provided, further, that no portion of a Book-Entry Bond may be deemed to have been so purchased and cancelled without surrender thereof unless such Book-Entry Bond shall contain or have endorsed thereon the legend referred to in subsection (e) of this Section 2.13. Anything in the Indenture to the contrary notwithstanding, upon delivery of any such certificate to the Trustee, for all purposes of (i) the Book-Entry Bond to which such certificate relates and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so purchased. In such event, the Trustee shall immediately notify the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made and the amount thereof and shall note such reduction in principal amount of such Book-Entry Bond Outstanding on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (g) Anything in this Indenture to the contrary notwithstanding, a Securities Depository may make a notation on a Book-Entry Bond (i) redeemed in part or (ii) purchased by, or for the account of, the Issuer in part for cancellation, to reflect, for informational purposes only, the date of such redemption or purchase and the principal amount thereof redeemed or deemed cancelled, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in subsection (e) or (f) of this Section 2.13, as the case may be. (h) Anything in this Indenture to the contrary notwithstanding, in the case of a Book-Entry Bond, the Issuer shall be authorized to redeem or purchase (by or for the account of the Issuer) less than all of the entire Outstanding principal amount thereof, and in the event of such partial defeasance, redemption, purchase or refunding, the provisions of the Indenture relating to the defeasance, redemption, purchase or refunding of a Bond or Bonds shall be deemed to refer to the defeasance, redemption, purchase or refunding of a portion of a Bond. (i) The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent may enter into an agreement with a Securities Depository for the Bonds providing for procedures for the registration, payment, tender and delivery of notices relating to the Bonds, provided that the terms of such agreement shall not be inconsistent with the terms of this Indenture. Any such agreement may provide that (i) such Securities Depository is not required to present a Bond to the Trustee in order to receive a partial payment of principal; (ii) a Bond need not be delivered to the Trustee in order for a tender of such Bond pursuant to Article IV of this Indenture to be effective or in order for the purchase price of such tendered Bond to be paid and that notice of tender of a Bond for purchase pursuant to Article IV hereof may be given to the Trustee by a beneficial owner of a Bond or a direct participant of the Securities Depository; (iii) a legend with respect to the registration of the Bond in the name of the Securities Depository shall appear on each Bond so long as the Bonds are subject to such agreement; and (iv) different provisions for notices to such Securities Depository may be set forth therein; and such provisions shall be binding on the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent for so long as such Securities Depository is the Securities Depository for Book-Entry Bonds hereunder.

Book-Entry System. (a) Anything in this Indenture Notwithstanding anything to the contrary notwithstandingherein, any Bond may be authorized and issued so long as a Book-Entry Bondseries of Bonds is being held under a book entry system, transfers of beneficial ownership of the Bonds of such series will be effected pursuant to rules and procedures established by the Securities Depository. (b) For all As long as a book entry system is in effect for a series of Bonds, the Securities Depository Nominee will be recognized as the holder of the Bonds of such series for the purposes of (1) paying the principal of, redemption premium, if any, or interest on such Bonds, (2) if Bonds of such series are to be redeemed in part, selecting the portions of such Bonds to be redeemed, (3) giving any notice permitted or required to be given to holders under this Indenture, (4) registering the Owner transfer of a Book-Entry Bond shall such Bonds, and (5) requesting any consent or other action to be taken by the Securities Depository therefor holders of such Bonds, and for all other purposes whatsoever, and neither the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent Trustee nor the Registrar Issuer shall have be affected by any responsibility or obligation notice to the beneficial owner of such Bond or to any direct or indirect participant in such Securities Depository, except as expressly provided in this Indenture. Without limiting contrary. (c) Neither the generality of the foregoing, neither the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent Trustee nor the Registrar Issuer shall have any responsibility or obligation to any such participant or to the participant, any beneficial owner of or any other person claiming a Book-Entry Bond with respect beneficial ownership in any Bonds which are registered to (i) the accuracy of the records of a Securities Depository Nominee under or through the Securities Depository or any participant with respect to any beneficial ownership 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 in such Bondon Bonds issued under a book entry system, (ii) the delivery only to any participant of the Securities Depository, the beneficial owner of such Bond or any other person, other than the Securities Depository, of any notice with respect to such Bond, including any notice of the redemption or purchase thereof, or (iii) the payment to any participant of the Securities Depository, the beneficial owner of such Bond or any other person, other than the Securities Depository, of any amount with respect to the principal, redemption price, if applicable, or purchase price of, or interest on, such Bond. The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent and the Registrar may treat the Securities Depository therefor asNominee, and deem such Securities Depository to as the case may be, the absolute owner of a Book-Entry Bond for all purposes whatsoeversuch Bonds, including, but not limited to, (1) payment of the principal, redemption price, if applicable, or purchase price of, and interest on, such Bond, (2) giving notices of redemption or purchase and of other matters with respect to such Bond, (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 a letter of representations or redemption price, if applicable, of, and interest on, a Book-Entry Bond, and the Trustee, acting as Tender Agent, shall pay the purchase price of a Book-Entry Bond, only to or upon the order of similar agreement with the Securities Depository therefor, and all such payments shall be valid and effective effectual to fully satisfy fully and discharge the Issuer’s obligations with respect to such the principal or redemption price or purchase price, and interest, to the extent of the sum or sums so paid. Except as otherwise provided in subsection (d) of this Section 2.13, no person other than the Securities Depository shall receive a Bond or other instrument evidencing the Issuer’s obligation to make payments of the principalof, redemption price or purchase price thereofpremium, if any, and interest thereonon such Bonds. The Issuer and the Trustee acknowledge that the terms and provisions of such letter of representations or similar agreement shall govern in the event of any inconsistency between the provisions of this Indenture and such letter of representations or similar agreement. (ce) The Issuer, by notice to In the Trustee, event that 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 shallIssuer determines, at the written direction of an Authorized Borrower Representativethe Company, terminate to discontinue the services book entry system of such Securities Depository with respect to transfer for a series of Bonds, or that 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 the Bonds of such Bonds or of series may be adversely affected if the Issuer. (d) Upon book entry system is continued, then the termination of Issuer shall notify 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 Depositorysuch determination. 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 Depositorysuch event, (i) the Issuer shall execute and the Trustee shall authenticate authenticate, register and deliver, upon presentation and surrender of the Book-Entry Bond, Bond deliver physical 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 authorized denominations for Bonds of such beneficial owners’ beneficial ownership interests series in such Book-Entry Bond and (ii) the Trustee shall notify the Remarketing Agent, the Auction Agent and the Borrower that the Bonds are no longer restricted to being registered in the registration books of the Issuer kept by the Trustee in the name of a Securities Depository; provided, however that such registration shall not be terminated by the Issuer or the Borrower without an opinion of Bond Counsel confirming that such termination of registration will not adversely affect the Tax-Exempt status of any Bonds. (e) Anything in this Indenture to the contrary notwithstanding, payment of the redemption price of a Book-Entry Bond, or portion thereof, called for redemption prior to maturity may be paid to the Securities Depository by wire transfer of immediately available funds. Anything in the Indenture to the contrary notwithstanding, such redemption price may be paid without presentation and surrender to the Trustee, as Paying Agent, of the Book-Entry Bond, or portion thereof, called for redemption; provided, however, that payment of (a) the principal payable at maturity of a Book-Entry Bond and (b) the redemption price of a Book-Entry Bond as to 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 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 the Issuer or the Securities Depository). Anything in this Indenture to the contrary notwithstanding, upon any such payment to the Securities Depository without presentation and surrender, for all purposes of (i) the Book-Entry Bond as to which such payment has been made and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so paid. In such event, the Trustee shall notify forthwith the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made, and the principal amount of such Bond so paid, and the Trustee shall note such payment on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (f) For all purposes of this Indenture authorizing or permitting the purchase of Bonds, or portions thereof, by, or for the account of, the Issuer for cancellation, and anything in the Indenture to the contrary notwithstanding, a portion of a Book-Entry Bond may be deemed to have been purchased and cancelled without surrender thereof upon delivery to the Trustee of a certificate executed by the Issuer and a participant of the Securities Depository therefor to the effect that a beneficial ownership interest in such Bond, in the principal amount stated therein, has been purchased by, or for the account of, the Issuer through the participant of the Securities Depository executing such certificate; provided, however, that any purchase for cancellation of the entire principal amount of a Book-Entry Bond shall be effective for purposes of the Indenture only upon surrender of such Book-Entry Bond to the Paying Agent; and provided, further, that no portion of a Book-Entry Bond may be deemed to have been so purchased and cancelled without surrender thereof unless such Book-Entry Bond shall contain or have endorsed thereon the legend referred to in subsection (e) of this Section 2.13. Anything in the Indenture to the contrary notwithstanding, upon delivery of any such certificate to the Trustee, for all purposes of (i) the Book-Entry Bond to which such certificate relates and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so purchased. In such event, the Trustee shall immediately notify the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made and the amount thereof and shall note such reduction in principal amount of such Book-Entry Bond Outstanding on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (g) Anything in this Indenture to the contrary notwithstanding, a Securities Depository may make a notation on a Book-Entry Bond (i) redeemed in part or (ii) purchased by, or for the account of, the Issuer in part for cancellation, to reflect, for informational purposes only, the date of such redemption or purchase and the principal amount thereof redeemed or deemed cancelled, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in subsection (e) or (f) of this Section 2.13, as the case may be. (h) Anything in this Indenture to the contrary notwithstanding, in the case of a Book-Entry Bond, the Issuer shall be authorized to redeem or purchase (by or for the account of the Issuer) less than all of the entire Outstanding principal amount thereof, and in the event of such partial defeasance, redemption, purchase or refunding, the provisions of the Indenture relating to the defeasance, redemption, purchase or refunding of a Bond or Bonds shall be deemed to refer to the defeasance, redemption, purchase or refunding of a portion of a Bond. (i) The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent may enter into an agreement with a Securities Depository exchange for the Bonds providing for procedures for the registration, payment, tender and delivery of notices relating to the Bonds, provided that the terms of such agreement shall not be inconsistent with the terms of this Indenture. Any such agreement may provide that (i) such Securities Depository is not required to present a Bond to the Trustee in order to receive a partial payment of principal; (ii) a Bond need not be delivered to the Trustee in order for a tender of such Bond pursuant to Article IV of this Indenture to be effective or in order for the purchase price of such tendered Bond to be paid and that notice of tender of a Bond for purchase pursuant to Article IV hereof may be given to the Trustee by a beneficial owner of a Bond or a direct participant of the Securities Depository; (iii) a legend with respect to the registration of the Bond registered in the name of the Securities Depository shall appear on each Bond so long as Nominee, at the Bonds are subject expense of the Company, to such agreement; Persons, and (iv) different provisions for notices to in such Securities Depository maturities and principal amounts, as may be set forth therein; and such provisions shall be binding designated by the Securities Depository, but without any liability on the part of the Issuer, the TrusteeCompany or the Trustee for the accuracy of such designation; provided, in addition, that any Bonds of such series shall be in registered form within the Paying Agent, meaning of Section 149(a) of the Tender Agent, Code. (f) In the Remarketing Agent and the Auction Agent for so long as such Securities Depository is event that the Securities Depository for Book-Entry a series of Bonds hereunderdiscontinues providing its services, the Issuer, at the direction of the Company, shall either engage the services of another Securities Depository or deliver physical certificates in the manner described in clause (e) above; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code. (g) In connection with any notice or other communication to 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 the holders, the Issuer or the 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 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 and interest on the Series 2013 Bonds and notices to the holders of the Series 2013 Bonds shall be made and given, respectively, to DTC pursuant to a letter of representations with DTC.

Book-Entry System. (a) Anything DTC will act as the initial Securities Depository for the Bonds. The Bonds shall be initially issued in this Indenture the form of a single fully registered Bond registered in the name of Cede & Co., as nominee for DTC, 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 of the contrary notwithstanding, any Bond may be authorized Bonds shall mean Cede & Co. and issued as a Book-Entry Bondshall not mean the beneficial owners of the Bonds. (b) For all purposes of this IndentureWhile DTC is the Securities Depository, the Owner ownership interest of each of the beneficial owners of the Bonds will be recorded through the records of a Book-Entry Bond shall 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 the Securities Depository therefor and neither Depository, the Issuer, the TrusteeBond Registrar, the Paying Agent, any co-paying agent and the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar Trustee shall have any no responsibility or obligation to the beneficial owner any Person on behalf of such Bond or to any direct or indirect participant in whom such Securities DepositoryDepository holds an interest in the Bonds, except as expressly provided in this Indenture. Without limiting the generality of the foregoingimmediately preceding sentence, neither the Issuer, the TrusteeBond Registrar, the Paying Agent, any co-paying agent and the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar Trustee shall have any no 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 the Securities Depository or any participant with respect to any beneficial ownership interest in such Bondthe Bonds, (ii) the delivery to any participant of the Securities Depository, the beneficial owner of such Bond or any other personPerson, other than a Bondholder, as shown on the Securities DepositoryBond Register, of any notice with respect to such Bondthe Bonds, including any notice of the redemption or purchase thereofredemption, or (iii) the payment to any participant of the Securities Depository, the beneficial owner of such Bond or any other personPerson, other than a Registered Owner, as shown in the Securities Depository, Bond Register of any amount with respect to the principalprincipal of, redemption pricepremium, if applicable, or purchase price ofany, or interest on, such Bond. The the Bonds. (d) Notwithstanding any other provisions of this Indenture to the contrary, the Issuer, the TrusteeBond Registrar, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent any co-paying agent and the Registrar may Trustee shall be entitled to treat and consider the Securities Depository therefor as, and deem such Securities Depository to be, Person in whose name each Bond is registered in the Bond Register as the absolute owner of a Book-Entry such Bond for all purposes whatsoever, including, but not limited to, (1) the purpose of payment of the principal, redemption pricepremium, if applicable, or purchase price ofany, and interest on, with respect to such Bond, (2) for the purpose of giving notices of redemption or purchase and of other matters with respect to such Bond, (3) for the purpose of registering transfers with respect to such Bond as permitted hereby Bond, 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 all other purposes whatsoever. The Trustee, acting as Paying Agent, Agent shall pay the all principal or redemption priceof, premium, if applicable, ofany, and interest on, a Book-Entry Bond, and on the Trustee, acting as Tender Agent, shall pay the purchase price of a Book-Entry Bond, Bonds only to or upon the order of the Securities Depository thereforrespective owners, as shown in the 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 fully and discharge the Issuer’s 's obligations with respect to such payment of principal or redemption price or purchase priceof, premium, if any, and interestinterest on, the Bonds to the extent of the sum or sums so paid. Except as otherwise provided in subsection . (de) of this Section 2.13, no person No Person other than a Registered Owner, as shown in the Securities Depository Bond Register, shall receive a Bond or other instrument certificate evidencing the Issuer’s obligation of the Issuer to make payments of the principal, redemption price or purchase price thereofpremium, if any, and interest thereoninterest, pursuant to this Indenture. (cf) The IssuerExcept 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 notice to the notation on the books of the Securities Depository, 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, the Paying Agent, any co-paying agent and the Tender Agent, the Registrar, the Remarketing Agent, the Auction Agent and a Securities Depository, may, Bond Registrar shall comply with the prior written consent terms of the Borrower, and shall, at the written direction of an Authorized Borrower Representative, terminate the services of such DTC Letter. (h) The Securities Depository may determine to discontinue providing its service with respect to the Book-Entry Bonds for at any time by giving reasonable written notice and all relevant information on the beneficial owners of the 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 and the Trustee. If there is no successor Securities Depository serves as securities depository if appointed by the Issuer Issuer, the 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. In the event that the Company determines that (i) the Securities Depository is unable to discharge incapable of discharging its responsibilities with respect described herein or in any agreement among the Issuer, the Trustee and the Securities Depository, the Issuer, at the direction of the Company, shall (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 Bond successor securities depository 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 notify the Securities Depository is not in and the best interests beneficial owners, identified by the Securities Depository, of the beneficial owners of such Bonds or of availability through the Issuer. (d) Upon the termination of the services of a Securities Depository with respect of Bonds and transfer one or more separate Bonds to a Book-Entry Bond pursuant to clause (ii) of subsection (c) of this Section 2.13the beneficial owners, such Bond no longer shall be restricted to being registered identified in the registration books kept writing by the Registrar in the name of a Securities Depository. Upon the termination of the services of a Securities Depository with respect as having Bonds credited to a Book-Entry Bond pursuant to clause (i) of subsection (c) of this Section 2.13their accounts. In such event, 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 Bonds shall no longer be restricted to being registered in the registration books of the Issuer kept by the Trustee in the name of a Securities Depository. In the event that a Book-Entry Bond shall no longer be restricted to being registered in the registration books of the Issuer kept by the Trustee in the name of a Securities Depository, (i) the Issuer shall execute and the Trustee shall authenticate and deliver, upon presentation and surrender of the Book-Entry Bond, Bond certificates as requested by the Securities Depository so terminated of like principal amount, maturity and interest rate, in Authorized Denominations, to the identifiable beneficial owners in replacement of such beneficial owners’ beneficial ownership interests in such Book-Entry Bond and (ii) the Trustee shall notify the Remarketing Agent, the Auction Agent and the Borrower that the Bonds are no longer restricted to being registered in the registration books of the Issuer kept by the Trustee in the name of a Securities Depository; provided, however that such registration shall not be terminated by the Issuer or the Borrower without an opinion of Bond Counsel confirming that such termination of registration will not adversely affect the Tax-Exempt status of any Bonds. (e) Anything in this Indenture to the contrary notwithstanding, payment of the redemption price of a Book-Entry Bond, or portion thereof, called for redemption prior to maturity may be paid to the Securities Depository by wire transfer of immediately available funds. Anything in the Indenture to the contrary notwithstanding, such redemption price may be paid without presentation and surrender to the Trustee, as Paying Agent, of the Book-Entry Bond, or portion thereof, called for redemption; provided, however, that payment of (a) the principal payable at maturity of a Book-Entry Bond and (b) the redemption price of a Book-Entry Bond as to 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 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 the Issuer or the Securities Depository). Anything in this Indenture to the contrary notwithstanding, upon any such payment to the Securities Depository without presentation and surrender, for all purposes of (i) the Book-Entry Bond as to which such payment has been made and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so paid. In such event, the Trustee shall notify forthwith the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made, and the principal amount of such Bond so paid, and the Trustee shall note such payment on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (f) For all purposes of this Indenture authorizing or permitting the purchase of Bonds, or portions thereof, by, or for the account of, the Issuer for cancellation, and anything in the Indenture to the contrary notwithstanding, a portion of a Book-Entry Bond may be deemed to have been purchased and cancelled without surrender thereof upon delivery to the Trustee of a certificate executed by the Issuer and a participant of the Securities Depository therefor to the effect that a beneficial ownership interest in such Bond, in the principal amount stated therein, has been purchased by, or for the account of, the Issuer through the participant of the Securities Depository executing such certificate; provided, however, that any purchase for cancellation of the entire principal amount of a Book-Entry Bond shall be effective for purposes of the Indenture only upon surrender of such Book-Entry Bond to the Paying Agent; and provided, further, that no portion of a Book-Entry Bond may be deemed to have been so purchased and cancelled without surrender thereof unless such Book-Entry Bond shall contain or have endorsed thereon the legend referred to in subsection (e) of this Section 2.13. Anything in the Indenture to the contrary notwithstanding, upon delivery of any such certificate to the Trustee, for all purposes of (i) the Book-Entry Bond to which such certificate relates and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so purchased. In such event, the Trustee shall immediately notify the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made and the amount thereof and shall note such reduction in principal amount of such Book-Entry Bond Outstanding on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (g) Anything in this Indenture to the contrary notwithstanding, a Securities Depository may make a notation on a Book-Entry Bond (i) redeemed in part or (ii) purchased by, or for the account of, the Issuer in part for cancellation, to reflect, for informational purposes only, the date of such redemption or purchase and the principal amount thereof redeemed or deemed cancelled, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in subsection (e) or (f) of this Section 2.13, as the case may be. (h) Anything in this Indenture to the contrary notwithstanding, in the case of a Book-Entry Bond, the Issuer shall be authorized to redeem or purchase (by or for the account of the Issuer) less than all of the entire Outstanding principal amount thereof, and in the event of such partial defeasance, redemption, purchase or refunding, the provisions of the Indenture relating to the defeasance, redemption, purchase or refunding of a Bond or Bonds shall be deemed to refer to the defeasance, redemption, purchase or refunding of a portion of a Bond. (i) The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent may enter into an agreement with a Securities Depository for the Bonds providing for procedures for the registration, payment, tender and delivery of notices relating to the Bonds, provided that the terms of such agreement shall not be inconsistent with the terms of this Indenture. Any such agreement may provide that (i) such Securities Depository is not required to present a Bond to the Trustee in order to receive a partial payment of principal; (ii) a Bond need not be delivered to the Trustee in order for a tender of such Bond pursuant to Article IV of this Indenture to be effective or in order for the purchase price of such tendered Bond to be paid and that notice of tender of a Bond for purchase pursuant to Article IV hereof may be given to the Trustee by a beneficial owner of a Bond or a direct participant of the Securities Depository; (iii) a legend with respect to the registration of the Bond Register 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 Depository, but may be set forth therein; and such 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 shall be binding on 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, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent for so long as such Securities Depository is Depository, shall withdraw the Bonds from the Securities Depository, and authenticate and deliver Bonds fully registered to the assignees of the Securities Depository or its nominee. If the request for Book-Entry Bonds hereundersuch withdrawal is not the result of any Issuer 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.

Book-Entry System. (a1) Anything Except as provided in subparagraph 3 of this Indenture 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 contrary notwithstanding, any Bond may be authorized and issued as a Book-Entry Bondaccount of Cede & Co. on each interest payment date for the 2022 Series __ Bonds at the address indicated for Cede & Co. in the registry books of the Agency kept by the Trustee. (b2) For all purposes The 2022 Series __ Bonds shall be initially issued in the form of this Indenturea separate single fully registered bond in the amount of each separate stated maturity of the 2022 Series __ Bonds. Upon initial issuance, the Owner ownership of a Book-Entry Bond such 2022 Series __ Bonds shall be registered in the Securities Depository therefor and neither registry books of the IssuerAgency kept by the Trustee in the name of Cede & Co., as nominee of DTC. 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 Trustee, Agency and the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar Trustee shall have any responsibility or obligation to the beneficial owner of such Bond or to any direct or indirect participant in such Securities Depository, except as expressly provided in this Indenture. Without limiting the generality of the foregoing, neither the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar shall have any no responsibility or obligation to any such participant of DTC (a “Participant”) or to any person for whom a Participant acquires an interest in 2022 Series __ Bonds (a “Beneficial Owner”). Without limiting the beneficial owner of a Book-Entry Bond immediately preceding sentence, the Agency and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Securities Depository DTC, Cede & Co. or any participant Participant with respect to any beneficial ownership interest in such Bondthe 2022 Series __ Bonds, (ii) the delivery to any participant of the Securities DepositoryParticipant, the beneficial owner of such Bond any Beneficial Owner or any other person, other than the Securities DepositoryDTC, of any notice with respect to such Bondthe 2022 Series __ Bonds, including any notice of the redemption or purchase thereofredemption, or (iii) the payment to any participant of the Securities DepositoryParticipant, the beneficial owner of such Bond any Beneficial Owner or any other person, other than the Securities DepositoryDTC, of any amount with respect to the principal, redemption priceprincipal of or premium, if applicable, or purchase price ofany, or interest on, such Bondon the 2022 Series Bonds. The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent Agency and the Registrar Trustee may treat the Securities Depository therefor as, as and deem such Securities Depository DTC to be, be the absolute owner of a Book-Entry each 2022 Series __ Bond for all purposes whatsoever, including, but not limited to, (1) the purpose of payment of the principal, redemption priceprincipal of and premium, if applicable, or purchase price ofany, and interest on, on such 2022 Series Bond, (2) for the purpose of giving notices of redemption or purchase and of other matters with respect to such 2022 Series __ Bond, (3) for the purpose of registering transfers with respect to such Bond as permitted hereby 2022 Series __ Bond, 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 all other purposes whatsoever. The Trustee, acting as Paying Agent, Trustee shall pay the all principal or redemption priceof and premium, if applicable, ofany, and interest on, a Book-Entry Bond, and on the Trustee, acting as Tender Agent, shall pay the purchase price of a Book-Entry Bond, 2022 Series __ Bonds only to or upon the order of the Securities Depository thereforDTC, and all such payments shall be valid and effective to fully satisfy fully and discharge the IssuerAgency’s obligations with respect to such the principal or redemption price or purchase priceof and premium, if any, and interest, interest on the 2022 Series __ Bonds to the extent of the sum or sums so paid. Except as otherwise provided in subsection (d) Pursuant to Section 307 of this Section 2.13the General Resolution, no 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 the Securities Depository DTC shall receive a 2022 Series __ Bond or other instrument evidencing the Issuer’s obligation of the Agency to make payments of the principalprincipal of and premium, redemption price or purchase price thereofif any, and interest thereonpursuant to this Supplemental Resolution. 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 transfer provisions hereof, the word “Cede” in this Supplemental Resolution shall refer to such new nominee of DTC. (c3) The Issuer, by notice (a) DTC may determine 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 discontinue providing its services of such Securities Depository with respect to the Book-Entry 2022 Series __ Bonds for which such Securities Depository serves as securities depository if at any time by giving written notice to the Issuer determines that (i) the Securities Depository is unable to discharge Agency and discharging its responsibilities with respect to thereto under applicable law. Under such circumstances (if there is not a successor securities depository), 2022 Series __ Bond or (ii) a continuation of the requirement that all of the Bonds issued certificates will be delivered as Book-Entry Bonds be registered described 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 IssuerGeneral Resolution. (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) Anything in this Indenture to the contrary notwithstanding, payment of the redemption price of a Book-Entry Bond, or portion thereof, called for redemption prior to maturity may be paid to the Securities Depository by wire transfer of immediately available funds. Anything in the Indenture to the contrary notwithstanding, such redemption price may be paid without presentation and surrender to the Trustee, as Paying Agent, of the Book-Entry Bond, or portion thereof, called for redemption; provided, however, that payment of (a) the principal payable at maturity of a Book-Entry Bond and (b) the redemption price of a Book-Entry Bond as to 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 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 the Issuer or the Securities Depository). Anything in this Indenture to the contrary notwithstanding, upon any such payment to the Securities Depository without presentation and surrender, for all purposes of (i) the Book-Entry Bond as to which such payment has been made and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so paid. In such event, the Trustee shall notify forthwith the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made, and the principal amount of such Bond so paid, and the Trustee shall note such payment on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (f) For all purposes of this Indenture authorizing or permitting the purchase of Bonds, or portions thereof, by, or for the account of, the Issuer for cancellation, and anything in the Indenture to the contrary notwithstanding, a portion of a Book-Entry Bond may be deemed to have been purchased and cancelled without surrender thereof upon delivery to the Trustee of a certificate executed by the Issuer and a participant of the Securities Depository therefor to the effect that a beneficial ownership interest in such Bond, in the principal amount stated therein, has been purchased by, or for the account of, the Issuer through the participant of the Securities Depository executing such certificate; provided, however, that any purchase for cancellation of the entire principal amount of a Book-Entry Bond shall be effective for purposes of the Indenture only upon surrender of such Book-Entry Bond to the Paying Agent; and provided, further, that no portion of a Book-Entry Bond may be deemed to have been so purchased and cancelled without surrender thereof unless such Book-Entry Bond shall contain or have endorsed thereon the legend referred to in subsection (e) of this Section 2.13. Anything in the Indenture to the contrary notwithstanding, upon delivery of any such certificate to the Trustee, for all purposes of (i) the Book-Entry Bond to which such certificate relates and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so purchased. In such event, the Trustee shall immediately notify the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made and the amount thereof and shall note such reduction in principal amount of such Book-Entry Bond Outstanding on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (g) Anything in this Indenture to the contrary notwithstanding, a Securities Depository may make a notation on a Book-Entry Bond (i) redeemed in part or (ii) purchased by, or for the account of, the Issuer in part for cancellation, to reflect, for informational purposes only, the date of such redemption or purchase and the principal amount thereof redeemed or deemed cancelled, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in subsection (e) or (f) of this Section 2.13, as the case may be. (h) Anything in this Indenture to the contrary notwithstanding, in the case of a Book-Entry Bond, the Issuer shall be authorized to redeem or purchase (by or for the account of the Issuer) less than all of the entire Outstanding principal amount thereof, and in the event of such partial defeasance, redemption, purchase or refunding, the provisions of the Indenture relating to the defeasance, redemption, purchase or refunding of a Bond or Bonds shall be deemed to refer to the defeasance, redemption, purchase or refunding of a portion of a Bond. (i) The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent may enter into an agreement with a Securities Depository for the Bonds providing for procedures for the registration, payment, tender and delivery of notices relating to the Bonds, provided that the terms of such agreement shall not be inconsistent with the terms of this Indenture. Any such agreement may provide that (i) such Securities Depository is not required to present a Bond to the Trustee in order to receive a partial payment of principal; (ii) a Bond need not be delivered to the Trustee in order for a tender of such Bond pursuant to Article IV of this Indenture to be effective or in order for the purchase price of such tendered Bond to be paid and that notice of tender of a Bond for purchase pursuant to Article IV hereof may be given to the Trustee by a beneficial owner of a Bond or a direct participant of the Securities Depository; (iii) a legend with respect to the registration of the Bond in the name of the Securities Depository shall appear on each Bond so long as the Bonds are subject to such agreement; and (iv) different provisions for notices to such Securities Depository may be set forth therein; and such provisions shall be binding on the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent for so long as such Securities Depository is the Securities Depository for Book-Entry Bonds hereunder.

Book-Entry System. (a1) Anything Except as provided in subparagraph 3 of this Indenture 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 contrary notwithstanding, any Bond may be authorized and issued as a Book-Entry Bondaccount of Cede & Co. on each interest payment date for the 2022 Series Bonds at the address indicated for Cede & Co. in the registry books of the Agency kept by the Trustee. (b2) For all purposes The 2022 Series Bonds shall be initially issued in the form of this Indenturea separate single fully registered bond in the amount of each separate stated maturity of the 2022 Series Bonds having the same initial CUSIP number. Upon initial issuance, the Owner ownership of a Book-Entry Bond such 2022 Series Bonds shall be registered in the Securities Depository therefor and neither registry books of the IssuerAgency kept by the Trustee in the name of Cede & Co., as nominee of DTC. 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 Trustee, Agency and the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar Trustee shall have any responsibility or obligation to the beneficial owner of such Bond or to any direct or indirect participant in such Securities Depository, except as expressly provided in this Indenture. Without limiting the generality of the foregoing, neither the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar shall have any no responsibility or obligation to any such participant of DTC (a “Participant”) or to any person for whom a Participant acquires an interest in 2022 Series Bonds (a “Beneficial Owner”). Without limiting the beneficial owner of a Book-Entry Bond immediately preceding sentence, the Agency and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Securities Depository DTC, Cede & Co. or any participant Participant with respect to any beneficial ownership interest in such Bondthe 2022 Series Bonds, (ii) the delivery to any participant of the Securities DepositoryParticipant, the beneficial owner of such Bond any Beneficial Owner or any other person, other than the Securities DepositoryDTC, of any notice with respect to such Bondthe 2022 Series Bonds, including any notice of the redemption or purchase thereofredemption, or (iii) the payment to any participant of the Securities DepositoryParticipant, the beneficial owner of such Bond any Beneficial Owner or any other person, other than the Securities DepositoryDTC, of any amount with respect to the principal, redemption priceprincipal of or premium, if applicable, or purchase price ofany, or interest on, such Bondon the 2022 Series Bonds. The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent Agency and the Registrar Trustee may treat the Securities Depository therefor as, as and deem such Securities Depository DTC to be, be the absolute owner of a Book-Entry each 2022 Series Bond for all purposes whatsoever, including, but not limited to, (1) the purpose of payment of the principal, redemption priceprincipal of and premium, if applicable, or purchase price ofany, and interest on, on such 2022 Series Bond, (2) for the purpose of giving notices of redemption or purchase and of other matters with respect to such 2022 Series Bond, (3) for the purpose of registering transfers with respect to such Bond as permitted hereby 2022 Series Bond, 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 all other purposes whatsoever. The Trustee, acting as Paying Agent, Trustee shall pay the all principal or redemption priceof and premium, if applicable, ofany, and interest on, a Book-Entry Bond, and on the Trustee, acting as Tender Agent, shall pay the purchase price of a Book-Entry Bond, 2022 Series Bonds only to or upon the order of the Securities Depository thereforDTC, and all such payments shall be valid and effective to fully satisfy fully and discharge the IssuerAgency’s obligations with respect to such the principal or redemption price or purchase priceof and premium, if any, and interest, interest on the 2022 Series Bonds to the extent of the sum or sums so paid. Except as otherwise provided in subsection (d) Pursuant to Section 307 of this Section 2.13the General Resolution, no 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 the Securities Depository DTC shall receive a 2022 Series Bond or other instrument evidencing the Issuer’s obligation of the Agency to make payments of the principalprincipal of and premium, redemption price or purchase price thereofif any, and interest thereonpursuant to this Supplemental Resolution. 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 transfer provisions hereof, the word “Cede” in this Supplemental Resolution shall refer to such new nominee of DTC. (c3) The Issuer, by notice (a) DTC may determine 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 discontinue providing its services of such Securities Depository with respect to the Book-Entry 2022 Series Bonds for which such Securities Depository serves as securities depository if at any time by giving written notice to the Issuer determines that (i) the Securities Depository is unable to discharge Agency and discharging its responsibilities with respect to thereto under applicable law. Under such circumstances (if there is not a successor securities depository), 2022 Series Bond or (ii) a continuation of the requirement that all of the Bonds issued certificates will be delivered as Book-Entry Bonds be registered described 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 IssuerGeneral Resolution. (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) Anything in this Indenture to the contrary notwithstanding, payment of the redemption price of a Book-Entry Bond, or portion thereof, called for redemption prior to maturity may be paid to the Securities Depository by wire transfer of immediately available funds. Anything in the Indenture to the contrary notwithstanding, such redemption price may be paid without presentation and surrender to the Trustee, as Paying Agent, of the Book-Entry Bond, or portion thereof, called for redemption; provided, however, that payment of (a) the principal payable at maturity of a Book-Entry Bond and (b) the redemption price of a Book-Entry Bond as to 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 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 the Issuer or the Securities Depository). Anything in this Indenture to the contrary notwithstanding, upon any such payment to the Securities Depository without presentation and surrender, for all purposes of (i) the Book-Entry Bond as to which such payment has been made and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so paid. In such event, the Trustee shall notify forthwith the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made, and the principal amount of such Bond so paid, and the Trustee shall note such payment on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (f) For all purposes of this Indenture authorizing or permitting the purchase of Bonds, or portions thereof, by, or for the account of, the Issuer for cancellation, and anything in the Indenture to the contrary notwithstanding, a portion of a Book-Entry Bond may be deemed to have been purchased and cancelled without surrender thereof upon delivery to the Trustee of a certificate executed by the Issuer and a participant of the Securities Depository therefor to the effect that a beneficial ownership interest in such Bond, in the principal amount stated therein, has been purchased by, or for the account of, the Issuer through the participant of the Securities Depository executing such certificate; provided, however, that any purchase for cancellation of the entire principal amount of a Book-Entry Bond shall be effective for purposes of the Indenture only upon surrender of such Book-Entry Bond to the Paying Agent; and provided, further, that no portion of a Book-Entry Bond may be deemed to have been so purchased and cancelled without surrender thereof unless such Book-Entry Bond shall contain or have endorsed thereon the legend referred to in subsection (e) of this Section 2.13. Anything in the Indenture to the contrary notwithstanding, upon delivery of any such certificate to the Trustee, for all purposes of (i) the Book-Entry Bond to which such certificate relates and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so purchased. In such event, the Trustee shall immediately notify the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made and the amount thereof and shall note such reduction in principal amount of such Book-Entry Bond Outstanding on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (g) Anything in this Indenture to the contrary notwithstanding, a Securities Depository may make a notation on a Book-Entry Bond (i) redeemed in part or (ii) purchased by, or for the account of, the Issuer in part for cancellation, to reflect, for informational purposes only, the date of such redemption or purchase and the principal amount thereof redeemed or deemed cancelled, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in subsection (e) or (f) of this Section 2.13, as the case may be. (h) Anything in this Indenture to the contrary notwithstanding, in the case of a Book-Entry Bond, the Issuer shall be authorized to redeem or purchase (by or for the account of the Issuer) less than all of the entire Outstanding principal amount thereof, and in the event of such partial defeasance, redemption, purchase or refunding, the provisions of the Indenture relating to the defeasance, redemption, purchase or refunding of a Bond or Bonds shall be deemed to refer to the defeasance, redemption, purchase or refunding of a portion of a Bond. (i) The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent may enter into an agreement with a Securities Depository for the Bonds providing for procedures for the registration, payment, tender and delivery of notices relating to the Bonds, provided that the terms of such agreement shall not be inconsistent with the terms of this Indenture. Any such agreement may provide that (i) such Securities Depository is not required to present a Bond to the Trustee in order to receive a partial payment of principal; (ii) a Bond need not be delivered to the Trustee in order for a tender of such Bond pursuant to Article IV of this Indenture to be effective or in order for the purchase price of such tendered Bond to be paid and that notice of tender of a Bond for purchase pursuant to Article IV hereof may be given to the Trustee by a beneficial owner of a Bond or a direct participant of the Securities Depository; (iii) a legend with respect to the registration of the Bond in the name of the Securities Depository shall appear on each Bond so long as the Bonds are subject to such agreement; and (iv) different provisions for notices to such Securities Depository may be set forth therein; and such provisions shall be binding on the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent for so long as such Securities Depository is the Securities Depository for Book-Entry Bonds hereunder.

Book-Entry System. (a) Anything Except as provided in subsection (c) of this Indenture Section, the registered Owner of all of the Bonds shall be DTC and the Bonds shall be registered in the name of Cede & Co., as nominee for DTC. Notwithstanding anything to the contrary notwithstandingcontained in this Paying Agent Agreement, payment of interest with respect to any Bond may registered as of each Record Date in the name of Cede & Co. shall be authorized and issued made by wire transfer of same-day funds to the account of Cede & Co. on the payment date for the Bonds at the address indicated on the Record Date for Cede & Co. in the Registration Books or as a Book-Entry Bondotherwise provided in the Representation Letter. (b) For all The Bonds shall be initially issued in the form of 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 Registration Books in the name of Cede & Co., as nominee of DTC. The Paying Agent and the District may treat DTC (or its nominee) as the sole and exclusive Owner of the Bonds registered in its name for the purposes of payment of the principal of, premium, if any, and interest on the Bonds, selecting the Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to Owners of Bonds under this IndenturePaying Agent Agreement, registering the Owner transfer of a Book-Entry Bond shall Bonds, obtaining any consent or other action to be the Securities Depository therefor taken by Owners of Bonds and neither the Issuerfor all other purposes whatsoever, the Trustee, and the Paying Agent, Agent and the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar District shall have not be affected by any responsibility or obligation notice to the beneficial owner of such Bond or to any direct or indirect participant in such Securities Depository, except as expressly provided in this Indenturecontrary. Without limiting The Paying Agent and the generality of the foregoing, neither the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar District shall not have any responsibility or obligation to any such participant or to the beneficial owner of Participant, any person claiming a Book-Entry Bond with respect to (i) the accuracy of the records of the Securities Depository or any participant with respect to any beneficial ownership interest in such Bondthe Bonds under or through DTC or any Participant, (ii) the delivery to any participant of the Securities Depository, the beneficial owner of such Bond or any other personperson which is not shown on the Registration Books as being an Owner, other than the Securities Depository, of any notice with respect to such Bond, including any notice of the redemption or purchase thereof, or (iii) the payment to any participant of the Securities Depository, the beneficial owner of such Bond or any other person, other than the Securities Depository, of any amount with respect to the principalaccuracy of any records maintained by DTC or any Participant; the payment by DTC or any Participant of any amount in respect of the principal of, redemption pricepremium, if applicable, or purchase price of, or interest on, such Bond. The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent and the Registrar may treat the Securities Depository therefor as, and deem such Securities Depository to be, the absolute owner of a Book-Entry Bond for all purposes whatsoever, including, but not limited to, (1) payment of the principal, redemption price, if applicable, or purchase price ofany, and interest on, such Bond, (2) giving notices on the Bonds; any notice which is permitted or required to be given to Owners of Bonds under this Paying Agent Agreement; the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of the Bonds; or purchase and any consent given or other action taken by DTC as Owner of other matters with respect to such Bond, (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 whatsoeverBonds. The Trustee, acting as Paying Agent, Agent shall pay the all principal or redemption priceof, premium, if applicable, ofany, and interest on, a Book-Entry Bond, and on the Trustee, acting as Tender Agent, shall pay the purchase price of a Book-Entry BondBonds, only to or upon the order of the Securities Depository thereforDTC, and all such payments shall be valid and effective to fully satisfy fully and discharge the IssuerCounty and the District’s obligations with respect to such the principal or redemption price or purchase priceof, premium, if any, and interest, interest on the Bonds to the extent of the sum or sums so paid. Except as otherwise provided in subsection under the conditions of (dc) of this Section 2.13Section, no person other than the Securities Depository 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 Bond or other instrument evidencing the Issuer’s obligation to make payments new nominee in place of the principal, redemption price or purchase price thereofCede & Co., and interest thereonsubject 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. (c) The IssuerIn the event (i) DTC, 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 including any successor as securities depository if for the Issuer Bonds, determines that (i) not to continue to act as securities depository for the Securities Depository is unable to discharge its responsibilities with respect to such Bond Bonds; or (ii) the District determines that the incumbent securities depository shall no longer so act, and delivers a continuation of written certificate to the requirement Paying Agent to that all of 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 issued 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 Book-Entry Bonds be provided herein, portion thereof, registered in the registration books of the Issuer kept by the Trustee in the name of such successor or substitute qualified securities depository, or its nominee, or make such other arrangement acceptable to the Securities Depository is District and the Paying Agent and the successor securities depository for the Bonds as are not in inconsistent with the best interests terms of this Paying Agent Agreement. If the District fails to identify another qualified successor securities depository of the beneficial owners of such Bonds or of to replace the Issuer. (d) Upon incumbent securities depository, then 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 Bonds shall no longer be restricted to being registered in the registration books of the Issuer kept by the Trustee Registration Books in the name of a Securities Depositorythe 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 designate. In such event the event that Paying Agent shall authenticate and deliver a Book-Entry 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 shall no longer be restricted to being is registered in the registration books of the Issuer kept by the Trustee in the name of a Securities DepositoryDTC, (i) or its nominee, all payments with respect to the Issuer shall execute and the Trustee shall authenticate and deliverprincipal of, upon presentation and surrender of the Book-Entry Bondpremium, Bond certificates as requested by the Securities Depository so terminated of like principal amountif any, maturity and interest rate, in Authorized Denominations, to the identifiable beneficial owners in replacement of on such beneficial owners’ beneficial ownership interests in such Book-Entry Bond and (ii) the Trustee all notices with respect to such Bond shall notify the Remarketing Agentbe made and given, the Auction Agent and the Borrower that the Bonds are no longer restricted to being registered respectively, as provided 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 BondsRepresentation Letter. (e) Anything in this Indenture In connection with any notice or other communication to the contrary notwithstanding, payment be provided to Owners of the redemption price of a Book-Entry Bond, Bonds pursuant to this Paying Agent Agreement by the District or portion thereof, called for redemption prior the Paying Agent with respect to maturity may be paid to the Securities Depository by wire transfer of immediately available funds. Anything in the Indenture to the contrary notwithstanding, such redemption price may be paid without presentation and surrender to the Trustee, as Paying Agent, of the Book-Entry Bond, any consent or portion thereof, called for redemption; provided, however, that payment of (a) the principal payable at maturity of a Book-Entry Bond and (b) the redemption price of a Book-Entry Bond as to 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 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 action to be necessary or desirable taken by the Issuer or the Securities Depository). Anything in this Indenture to the contrary notwithstanding, upon any such payment to the Securities Depository without presentation and surrender, for all purposes of (i) the Book-Entry Bond as to which such payment has been made and (ii) this IndentureOwners, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so paid. In such event, the Trustee shall notify forthwith the Remarketing Agent District or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made, and the principal amount of such Bond so paid, and the Trustee shall note such payment on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (f) For all purposes of this Indenture authorizing or permitting the purchase of Bonds, or portions thereof, by, or for the account of, the Issuer for cancellation, and anything in the Indenture to the contrary notwithstanding, a portion of a Book-Entry Bond may be deemed to have been purchased and cancelled without surrender thereof upon delivery to the Trustee of a certificate executed by the Issuer and a participant of the Securities Depository therefor to the effect that a beneficial ownership interest in such Bond, in the principal amount stated therein, has been purchased by, or for the account of, the Issuer through the participant of the Securities Depository executing such certificate; provided, however, that any purchase for cancellation of the entire principal amount of a Book-Entry Bond shall be effective for purposes of the Indenture only upon surrender of such Book-Entry Bond to the Paying Agent; and provided, further, that no portion of a Book-Entry Bond may be deemed to have been so purchased and cancelled without surrender thereof unless such Book-Entry Bond shall contain or have endorsed thereon the legend referred to in subsection (e) of this Section 2.13. Anything in the Indenture to the contrary notwithstanding, upon delivery of any such certificate to the Trustee, for all purposes of (i) the Book-Entry Bond to which such certificate relates and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so purchased. In such event, the Trustee shall immediately notify the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made and the amount thereof and shall note such reduction in principal amount of such Book-Entry Bond Outstanding on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (g) Anything in this Indenture to the contrary notwithstanding, a Securities Depository may make a notation on a Book-Entry Bond (i) redeemed in part or (ii) purchased by, or for the account of, the Issuer in part for cancellation, to reflect, for informational purposes only, the date of such redemption or purchase and the principal amount thereof redeemed or deemed cancelled, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in subsection (e) or (f) of this Section 2.13, as the case may be. (h) Anything , shall establish a record date for such consent or other action and give DTC notice of such record date not less than 15 calendar days in this Indenture advance of such record date 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 Bondextent possible. (i) The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent may enter into an agreement with a Securities Depository for the Bonds providing for procedures for the registration, payment, tender and delivery of notices relating to the Bonds, provided that the terms of such agreement shall not be inconsistent with the terms of this Indenture. Any such agreement may provide that (i) such Securities Depository is not required to present a Bond to the Trustee in order to receive a partial payment of principal; (ii) a Bond need not be delivered to the Trustee in order for a tender of such Bond pursuant to Article IV of this Indenture to be effective or in order for the purchase price of such tendered Bond to be paid and that notice of tender of a Bond for purchase pursuant to Article IV hereof may be given to the Trustee by a beneficial owner of a Bond or a direct participant of the Securities Depository; (iii) a legend with respect to the registration of the Bond in the name of the Securities Depository shall appear on each Bond so long as the Bonds are subject to such agreement; and (iv) different provisions for notices to such Securities Depository may be set forth therein; and such provisions shall be binding on the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent for so long as such Securities Depository is the Securities Depository for Book-Entry Bonds hereunder.

Book-Entry System. (a) Anything All Bonds shall be initially issued in this Indenture to the contrary notwithstandingform of a separate single certificated fully registered Bond for each maturity date of the Bonds. Upon initial issuance, any the ownership of each Bond may shall be authorized and issued registered in the Bond Register in the name of Cede & Co., as a Book-Entry Bondnominee of DTC. Except as provided in Section 2.10(d) hereof, all Outstanding Bonds shall be registered in the Bond Register in the name of Cede & Co., as nominee of DTC. (b) For all purposes With respect to Bonds registered in the Bond Register in the name of this IndentureCede & Co., as nominee of DTC, the Owner of a Book-Entry Bond shall be Authority and the Securities Depository therefor and neither the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar Trustee shall have any no responsibility or obligation to the beneficial owner of such Bond or to any direct or indirect participant in such Securities Depository, except as expressly provided in this Indenture. Without limiting the generality of the foregoing, neither the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar shall have any responsibility or 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 the Securities Depository DTC, Cede & Co. or any participant DTC Participant with respect to any beneficial ownership interest in such Bondthe Bonds, (ii) the delivery to any participant of the Securities Depository, the beneficial owner of such Bond DTC Participant or any other person, other than an Owner, as shown in the Securities DepositoryBond Register, of any notice with respect to such Bondthe Bonds, including any notice of the redemption or purchase thereofredemption, or (iii) the payment to any participant of the Securities Depository, the beneficial owner of such Bond DTC Participant or any other person, other than an Owner, as shown in the Securities DepositoryBond Register, of any amount with respect to the principalprincipal of, redemption pricepremium, if applicable, or purchase price ofany, or interest on, such Bondon the Bonds. The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent Authority and the Registrar Trustee may treat and consider the Securities Depository therefor as, person in whose name each Bond is registered in the Bond Register as the holder and deem such Securities Depository to be, the absolute owner of a Book-Entry such Bond for all purposes whatsoever, including, but not limited to, (1) the purpose of payment of the principal, redemption pricepremium, if applicable, or purchase price ofany, and interest on, on such Bond, (2) for the purpose of giving notices of redemption or purchase and of other matters with respect to such Bond, (3) for the purpose of registering transfers with respect to such Bond as permitted hereby Bond, 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 all other purposes whatsoever. The Trustee, acting as Paying Agent, Trustee shall pay the all principal or redemption priceof, premium, if applicable, ofany, and interest on, a Book-Entry Bond, and on the Trustee, acting as Tender Agent, shall pay the purchase price of a Book-Entry Bond, Bonds only to or upon the order of the Securities Depository thereforrespective Owners, as shown in the Bond Register, as provided in Section 2.8 hereof, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy fully and discharge the IssuerAuthority’s obligations with respect to such payment of principal or redemption price or purchase priceof, premium, if any, and interest, interest on 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 No person other than an Owner, as shown in the Securities Depository Bond Register, shall receive a certificated Bond or other instrument evidencing the Issuer’s obligation of the Authority to make payments of the principal, redemption price or purchase price thereofpremium, if any, and interest thereonpursuant to this Indenture. 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 shall refer to such new nominee of DTC. (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 delivery of the BorrowerRepresentation 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, and shall, at as shown on the written direction of an Authorized Borrower Representative, terminate Bond Register. The Trustee shall take all action necessary for all representations in the services of such Securities Depository Representation Letter 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 Trustee to discharge its responsibilities be complied with respect to such Bond or (ii) a continuation of the requirement that at 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 Issuertimes. (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 DTC may determine 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) Anything in this Indenture to the contrary notwithstanding, payment of the redemption price of a Book-Entry Bond, or portion thereof, called for redemption prior to maturity may be paid to the Securities Depository by wire transfer of immediately available funds. Anything in the Indenture to the contrary notwithstanding, such redemption price may be paid without presentation and surrender to the Trustee, as Paying Agent, of the Book-Entry Bond, or portion thereof, called for redemption; provided, however, that payment of (a) the principal payable at maturity of a Book-Entry Bond and (b) the redemption price of a Book-Entry Bond as to 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 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 the Issuer or the Securities Depository). Anything in this Indenture to the contrary notwithstanding, upon any such payment to the Securities Depository without presentation and surrender, for all purposes of (i) the Book-Entry Bond as to which such payment has been made and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so paid. In such event, the Trustee shall notify forthwith the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made, and the principal amount of such Bond so paid, and the Trustee shall note such payment on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (f) For all purposes of this Indenture authorizing or permitting the purchase of Bonds, or portions thereof, by, or for the account of, the Issuer for cancellation, and anything in the Indenture to the contrary notwithstanding, a portion of a Book-Entry Bond may be deemed to have been purchased and cancelled without surrender thereof upon delivery to the Trustee of a certificate executed by the Issuer and a participant of the Securities Depository therefor to the effect that a beneficial ownership interest in such Bond, in the principal amount stated therein, has been purchased by, or for the account of, the Issuer through the participant of the Securities Depository executing such certificate; provided, however, that any purchase for cancellation of the entire principal amount of a Book-Entry Bond shall be effective for purposes of the Indenture only upon surrender of such Book-Entry Bond to the Paying Agent; and provided, further, that no portion of a Book-Entry Bond may be deemed to have been so purchased and cancelled without surrender thereof unless such Book-Entry Bond shall contain or have endorsed thereon the legend referred to in subsection (e) of this Section 2.13. Anything in the Indenture to the contrary notwithstanding, upon delivery of any such certificate to the Trustee, for all purposes of (i) the Book-Entry Bond to which such certificate relates and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so purchased. In such event, the Trustee shall immediately notify the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made and the amount thereof and shall note such reduction in principal amount of such Book-Entry Bond Outstanding on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (g) Anything in this Indenture to the contrary notwithstanding, a Securities Depository may make a notation on a Book-Entry Bond (i) redeemed in part or (ii) purchased by, or for the account of, the Issuer in part for cancellation, to reflect, for informational purposes only, the date of such redemption or purchase and the principal amount thereof redeemed or deemed cancelled, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in subsection (e) or (f) of this Section 2.13, as the case may be. (h) Anything in this Indenture to the contrary notwithstanding, in the case of a Book-Entry Bond, the Issuer shall be authorized to redeem or purchase (by or for the account of the Issuer) less than all of the entire Outstanding principal amount thereof, and in the event of such partial defeasance, redemption, purchase or refunding, the provisions of the Indenture relating to the defeasance, redemption, purchase or refunding of a Bond or Bonds shall be deemed to refer to the defeasance, redemption, purchase or refunding of a portion of a Bond. (i) The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent may enter into an agreement with a Securities Depository for the Bonds discontinue providing for procedures for the registration, payment, tender and delivery of notices relating to the Bonds, provided that the terms of such agreement shall not be inconsistent with the terms of this Indenture. Any such agreement may provide that (i) such Securities Depository is not required to present a Bond to the Trustee in order to receive a partial payment of principal; (ii) a Bond need not be delivered to the Trustee in order for a tender of such Bond pursuant to Article IV of this Indenture to be effective or in order for the purchase price of such tendered Bond to be paid and that notice of tender of a Bond for purchase pursuant to Article IV hereof may be given to the Trustee by a beneficial owner of a Bond or a direct participant of the Securities Depository; (iii) a legend its services with respect to the registration of Bonds at any time by giving written notice to the Bond in the name of the Securities Depository shall appear on each Bond so long as the Bonds are subject to such agreement; and (iv) different provisions for notices to such Securities Depository may be set forth therein; and such provisions shall be binding on the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent Authority and the Auction Agent for so long as such Securities Depository is the Securities Depository for Book-Entry Bonds hereunderTrustee and discharging its responsibilities with respect thereto under applicable law.

Book-Entry System. (a1) Anything Except as provided in subparagraph 3 of this Indenture 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 contrary notwithstanding, any Bond may be authorized and issued as a Book-Entry Bondaccount of Cede on the interest payment date for the Bonds at the address indicated for Cede in the registry books of the Agency kept by the Trustee. (b2) For all purposes The Bonds shall be initially issued in the form of this Indenturea separate single fully registered bond in the amount of each separate stated maturity of the Bonds. Upon initial issuance, the Owner ownership of a Book-Entry such Bond shall be registered in the Securities Depository therefor and neither registry books of the IssuerAgency kept by the Trustee in the name of Cede, as nominee of DTC. With respect to Bonds registered in the registry books kept by the Trustee in the name of Cede, as nominee of DTC, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar Agency and The Trustee shall have any responsibility or obligation to the beneficial owner of such Bond or to any direct or indirect participant in such Securities Depository, except as expressly provided in this Indenture. Without limiting the generality of the foregoing, neither the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar shall have any no responsibility or obligation to any such participant of DTC (a “Participant”) or to any person for whom a Participant acquires an interest in Bonds (a “Beneficial Owner”). Without limiting the beneficial owner of a Book-Entry Bond immediately preceding sentence, the Agency and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Securities Depository DTC, Cede or any participant Participant with respect to any beneficial ownership interest in such Bondthe Bonds, (ii) the delivery to any participant of the Securities DepositoryParticipant, the beneficial owner of such Bond any Beneficial Owner or any other person, other than the Securities DepositoryDTC, of any notice with respect to such Bondthe Bonds, including any notice of the redemption or purchase thereofredemption, or (iii) the payment to any participant of the Securities DepositoryParticipant, the beneficial owner of such Bond any Beneficial Owner or any other person, other than the Securities DepositoryDTC, of any amount with respect to the principal, redemption price, if applicable, or purchase price principal of, or premium, if any, or interest on, such Bondon the Bonds. The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent Agency and the Registrar Trustee may treat the Securities Depository therefor as, as and deem such Securities Depository DTC to be, be the absolute owner of a Book-Entry each Bond for all purposes whatsoever, including, but not limited to, (1) the purpose of payment of the principal, redemption priceprincipal of and premium, if applicable, or purchase price ofany, and interest onon such Bonds, such Bond, (2) for the purpose of giving notices of redemption or purchase and of other matters with respect to such BondBonds, (3) for the purpose of registering transfers with respect to such Bond as permitted hereby Bonds, 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 all other purposes whatsoever. The Trustee, acting as Paying Agent, Trustee shall pay the all principal or redemption priceof and premium, if applicable, ofany, and interest on, a Book-Entry Bond, and on the Trustee, acting as Tender Agent, shall pay the purchase price of a Book-Entry Bond, Bonds only to or upon the order of the Securities Depository thereforDTC, and all such payments shall be valid and effective to fully satisfy fully and discharge the IssuerAgency’s obligations with respect to such the principal or redemption price or purchase priceof and premium, if any, and interest, interest on the Bonds to the extent of the sum or sums so paid. Except as otherwise provided in subsection (d) Pursuant to Section 307 of this Section 2.13the General Resolution, no 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 the Securities Depository DTC shall receive a Bond or other instrument evidencing the Issuer’s obligation of the Agency to make payments of the principalprincipal of and premium, redemption price or purchase price thereofif any, and interest thereonon the Bonds pursuant to this resolution. 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 resolution shall refer to such new nominee of DTC. (ca) The Issuer, DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the TrusteeAgency 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 Paying AgentGeneral Resolution. (b) The Agency, in its sole discretion and without the Tender Agent, the Registrar, the Remarketing Agent, the Auction Agent and a Securities Depository, may, with the prior written consent of the Borrowerany other person, and shall, at the written direction of an Authorized Borrower Representative, may terminate the services of such Securities Depository DTC with respect to the Book-Entry Bonds for which such Securities Depository serves as securities depository if the Issuer Agency determines that that: (i) the Securities Depository DTC is unable to discharge its responsibilities with respect to such Bond the Bonds; or (ii) a continuation of the requirement that all of the Bonds issued as Book-Entry Outstanding Bonds be registered in the registration books of the Issuer kept by the Trustee in the name of the Securities Depository Cede, as nominee of DTC, is not in the best interests interest of the beneficial owners of such Bonds or Beneficial Owners of the IssuerBonds. 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. (dc) Upon the termination of the services of a Securities Depository DTC with respect to a Book-Entry Bond the Bonds pursuant to clause (iisubsection 206(3)(b)(ii) hereof, or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to subsection (c206(3)(a) or subsection 206(3)(b)(i) hereof after which no substitute securities depository willing to undertake the functions of this Section 2.13DTC hereunder can be found which, in the opinion of the Agency, is willing and able to undertake such Bond functions upon reasonable and customary terms, the Bonds shall 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 Cede as nominee of DTC, but may be restricted to being registered in whatever name or names Bondholders transferring or exchanging Bonds shall designate in accordance with the registration books provisions of the Issuer kept by General Resolution. (4) Notwithstanding any other provision of this resolution to the Trustee contrary, so long as any Bond is registered in the name of a Securities DepositoryCede, (i) as nominee of DTC, all payments with respect to the Issuer principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond shall execute be made and given, respectively, to DTC as provided in the Trustee shall authenticate and deliver, upon presentation and surrender Representation Letter of the Book-Entry BondAgency addressed to DTC, Bond certificates as requested by dated the Securities Depository so terminated date of like principal amount, maturity delivery 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 issuance 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. (e5) Anything in In connection with any notice or other communication to be provided to Bondholders pursuant to this Indenture resolution by the Agency or the Trustee with respect to any consent or other action to be taken by the contrary notwithstandingBondholders, payment of the redemption price of a Book-Entry Bond, Agency or portion thereof, called for redemption prior to maturity may be paid to the Securities Depository by wire transfer of immediately available funds. Anything in the Indenture to the contrary notwithstanding, such redemption price may be paid without presentation and surrender to the Trustee, as Paying Agent, of the Book-Entry Bond, or portion thereof, called for redemption; provided, however, that payment of (a) the principal payable at maturity of a Book-Entry Bond and (b) the redemption price of a Book-Entry Bond as to 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 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 the Issuer or the Securities Depository). Anything in this Indenture to the contrary notwithstanding, upon any such payment to the Securities Depository without presentation and surrender, for all purposes of (i) the Book-Entry Bond as to which such payment has been made and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so paid. In such event, the Trustee shall notify forthwith the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made, and the principal amount of such Bond so paid, and the Trustee shall note such payment on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (f) For all purposes of this Indenture authorizing or permitting the purchase of Bonds, or portions thereof, by, or for the account of, the Issuer for cancellation, and anything in the Indenture to the contrary notwithstanding, a portion of a Book-Entry Bond may be deemed to have been purchased and cancelled without surrender thereof upon delivery to the Trustee of a certificate executed by the Issuer and a participant of the Securities Depository therefor to the effect that a beneficial ownership interest in such Bond, in the principal amount stated therein, has been purchased by, or for the account of, the Issuer through the participant of the Securities Depository executing such certificate; provided, however, that any purchase for cancellation of the entire principal amount of a Book-Entry Bond shall be effective for purposes of the Indenture only upon surrender of such Book-Entry Bond to the Paying Agent; and provided, further, that no portion of a Book-Entry Bond may be deemed to have been so purchased and cancelled without surrender thereof unless such Book-Entry Bond shall contain or have endorsed thereon the legend referred to in subsection (e) of this Section 2.13. Anything in the Indenture to the contrary notwithstanding, upon delivery of any such certificate to the Trustee, for all purposes of (i) the Book-Entry Bond to which such certificate relates and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so purchased. In such event, the Trustee shall immediately notify the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made and the amount thereof and shall note such reduction in principal amount of such Book-Entry Bond Outstanding on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (g) Anything in this Indenture to the contrary notwithstanding, a Securities Depository may make a notation on a Book-Entry Bond (i) redeemed in part or (ii) purchased by, or for the account of, the Issuer in part for cancellation, to reflect, for informational purposes only, the date of such redemption or purchase and the principal amount thereof redeemed or deemed cancelled, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in subsection (e) or (f) of this Section 2.13, as the case may be. , shall establish a record date (h“Record Date”) Anything for such consent or other action and give DTC notice of such Record Date not less than 15 calendar days in this Indenture advance of such Record Date 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 Bondextent possible. (i) The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent may enter into an agreement with a Securities Depository for the Bonds providing for procedures for the registration, payment, tender and delivery of notices relating to the Bonds, provided that the terms of such agreement shall not be inconsistent with the terms of this Indenture. Any such agreement may provide that (i) such Securities Depository is not required to present a Bond to the Trustee in order to receive a partial payment of principal; (ii) a Bond need not be delivered to the Trustee in order for a tender of such Bond pursuant to Article IV of this Indenture to be effective or in order for the purchase price of such tendered Bond to be paid and that notice of tender of a Bond for purchase pursuant to Article IV hereof may be given to the Trustee by a beneficial owner of a Bond or a direct participant of the Securities Depository; (iii) a legend with respect to the registration of the Bond in the name of the Securities Depository shall appear on each Bond so long as the Bonds are subject to such agreement; and (iv) different provisions for notices to such Securities Depository may be set forth therein; and such provisions shall be binding on the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent for so long as such Securities Depository is the Securities Depository for Book-Entry Bonds hereunder.

Book-Entry System. (a) Anything DTC will act as Securities Depository for the Bonds. The Bonds shall be initially issued in this Indenture 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 contrary notwithstanding, any Bond may be authorized Bonds shall mean Cede & Co. and issued as a Book-Entry Bondshall not mean the beneficial owners of the Bonds. (b) For all purposes The ownership interest of this Indentureeach 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 nominee, the Owner of a Book-Entry Bond shall be Issuer and the Securities Depository therefor and neither the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar Trustee shall have any no responsibility or obligation to the beneficial owner of such Bond any DTC Participant or to any direct or indirect participant person on behalf of whom such a DTC Participant holds an interest in such Securities Depositorythe Bonds, except as expressly provided in this Indenture. Without limiting the generality of the foregoing, neither the Issuerimmediately preceding sentence, the Trustee, Issuer and the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar Trustee shall have any no 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 the Securities Depository DTC, Cede & Co. or any participant DTC Participant with respect to any beneficial ownership interest in such Bondthe Bonds, (ii) the delivery to any participant of the Securities Depository, the beneficial owner of such Bond DTC Participant or any other person, other than a Bondholder, as shown on the Securities Depositoryregistration books, of any notice with respect to such Bondthe Bonds, including any notice of the redemption or purchase thereofredemption, or (iii) the payment to any participant of the Securities Depository, the beneficial owner of such Bond DTC Participant or any other person, other than a Registered Owner, as shown in the Securities Depository, registration books of any amount with respect to the principalprincipal of, redemption pricepremium, if applicable, or purchase price ofany, or interest on, such Bond. The Issuerthe Bonds. (d) Notwithstanding any other provisions of this Indenture to the contrary, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent Issuer and the Registrar may Trustee shall be entitled to treat and consider the Securities Depository therefor as, and deem such Securities Depository to be, person in whose name each Bond is registered in the registration books as the absolute owner of a Book-Entry such Bond for all purposes whatsoever, including, but not limited to, (1) the purpose of payment of the principal, redemption pricepremium, if applicable, or purchase price ofany, and interest on, with respect to such Bond, (2) for the purpose of giving notices of redemption or purchase and of other matters with respect to such Bond, (3) for the purpose of registering transfers with respect to such Bond as permitted hereby Bond, 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 all other purposes whatsoever. The Trustee, acting as Paying Agent, Trustee shall pay the all principal or redemption priceof, premium, if applicable, ofany, and interest on, a Book-Entry Bond, and on the Trustee, acting as Tender Agent, shall pay the purchase price of a Book-Entry Bond, Bonds only to or upon the order of the Securities Depository thereforrespective 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 fully and discharge the Issuer’s obligations with respect to such payment of principal or redemption price or purchase priceof, premium, if any, and interestinterest on, the Bonds to the extent of the sum or sums so paid. Except as otherwise provided in subsection . (de) of this Section 2.13, no No person other than a Registered Owner, as shown in the Securities Depository registration books, shall receive a Bond or other instrument certificate evidencing the Issuer’s obligation of the Issuer to make payments of the principal, redemption price or purchase price thereofpremium, if any, and interest thereoninterest, pursuant to this Indenture. (cf) 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 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, 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 deliver 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, Bonds to the identifiable beneficial owners Beneficial Owners thereof in replacement of such beneficial owners’ beneficial ownership interests in such Book-Entry Bond and (ii) accordance with the information respecting the Beneficial Owners provided to the Trustee shall notify by DTC, but without any liability on the Remarketing Agent, the Auction Agent and the Borrower that the Bonds are no longer restricted to being registered in the registration books part 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 Trustee for the Tax-Exempt status of any Bonds. (e) Anything in this Indenture to the contrary notwithstanding, payment of the redemption price of a Book-Entry Bond, or portion thereof, called for redemption prior to maturity may be paid to the Securities Depository by wire transfer of immediately available funds. Anything in the Indenture to the contrary notwithstanding, such redemption price may be paid without presentation and surrender to the Trustee, as Paying Agent, of the Book-Entry Bond, or portion thereof, called for redemption; provided, however, that payment of (a) the principal payable at maturity of a Book-Entry Bond and (b) the redemption price of a Book-Entry Bond as to which the entire principal amount thereof has been called for redemption shall be payable only upon presentation and surrender accuracy of such Book-Entry Bond to the Trusteeinformation. The Chairman, 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 Executive Director 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 the Issuer or the Securities Depository). Anything in this Indenture to the contrary notwithstanding, upon any such payment to the Securities Depository without presentation and surrender, for all purposes of (i) the Book-Entry Bond as to which such payment has been made and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so paid. In such event, the Trustee shall notify forthwith the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made, and the principal amount of such Bond so paid, and the Trustee shall note such payment on the registration books Deputy Secretary of the Issuer kept by it, but failure is hereby authorized to make execute any such notation shall not affect the automatic reduction additional Letter of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (f) For all purposes of this Indenture authorizing Representations or permitting the purchase of Bonds, similar document necessary from time to time to continue or portions thereof, by, or provide for the account of, the Issuer for cancellation, and anything in the Indenture to the contrary notwithstanding, a portion of a BookDTC 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 subsectionentry system. (g) Anything in this Indenture to the contrary notwithstanding, a Securities Depository may make a notation on a Book-Entry Bond (i) redeemed in part or (ii) purchased by, or for the account of, the Issuer in part for cancellation, to reflect, for informational purposes only, the date of such redemption or purchase and the principal amount thereof redeemed or deemed cancelled, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in subsection (e) or (f) of this Section 2.13, as the case may be. (h) Anything in this Indenture to the contrary notwithstanding, in the case of a Book-Entry Bond, the Issuer shall be authorized to redeem or purchase (by or for the account of the Issuer) less than all of the entire Outstanding principal amount thereof, and in the event of such partial defeasance, redemption, purchase or refunding, the provisions of the Indenture relating to the defeasance, redemption, purchase or refunding of a Bond or Bonds shall be deemed to refer to the defeasance, redemption, purchase or refunding of a portion of a Bond. (i) The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent may enter into an agreement with a Securities Depository for the Bonds providing for procedures for the registration, payment, tender and delivery of notices relating to the Bonds, provided that the terms of such agreement shall not be inconsistent with the terms of this Indenture. Any such agreement may provide that (i) such Securities Depository is not required to present a Bond to the Trustee in order to receive a partial payment of principal; (ii) a Bond need not be delivered to the Trustee in order for a tender of such Bond pursuant to Article IV of this Indenture to be effective or in order for the purchase price of such tendered Bond to be paid and that notice of tender of a Bond for purchase pursuant to Article IV hereof may be given to the Trustee by a beneficial owner of a Bond or a direct participant of the Securities Depository; (iii) a legend with respect to the registration of the Bond in the name of the Securities Depository shall appear on each Bond so long as the Bonds are subject to such agreement; and (iv) different provisions for notices to such Securities Depository may be set forth therein; and such provisions shall be binding on the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent for so long as such Securities Depository is the Securities Depository for Book-Entry Bonds hereunder.

Book-Entry System. (a) Anything in this Indenture Notwithstanding anything to the contrary notwithstandingherein, any Bond may so long as the Series 2020 Bonds are being held under a book-entry system pursuant to this Section 3.18, transfers of beneficial ownership of such Bonds will be authorized effected pursuant to rules and procedures established by the Securities Depository. The Series 2020 Bonds shall be initially issued under a book-entry system and shall be held thereunder except as a Book-Entry Bond. (b) For all purposes of provided in this Indenture, Section 3.18. The Series 2020 Bonds shall be initially issued in the Owner form of a Book-Entry separate, authenticated, fully registered Series 2020 Bond for each maturity in a principal amount equal to the amount of such maturity, and shall be registered on the Register in the name of the Securities Depository therefor Nominee. So long as the book-entry system is in effect, the Securities Depository Nominee will be recognized as the Holder of the Series 2020 Bonds for the purposes of (i) paying the principal of, premium, if any, or interest on the Series 2020 Bonds, (ii) selecting the Series 2020 Bonds or portions thereof to be redeemed, (iii) giving any notice permitted or required to be given to Holders under this Trust Agreement, (iv) registering the transfer of Series 2020 Bonds, and (v) requesting any consent or other action to be taken by the Holders, and for all other purposes whatsoever, and neither the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent Trustee nor the Registrar Corporation shall have be affected by any responsibility or obligation notice to the beneficial owner of such Bond or to any direct or indirect participant in such Securities Depository, except as expressly provided in this Indenturecontrary. Without limiting Neither the generality of the foregoing, neither the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent Trustee nor the Registrar Corporation shall have any responsibility or obligation to any such participant or to the Participant, any beneficial owner of Series 2020 Bonds or any other person claiming a Book-Entry Bond beneficial ownership interest in the Series 2020 Bonds under or through the Securities Depository or any Participant, or any other person which is not shown on the Register as being a Holder of Series 2020 Bonds with respect to (i) the accuracy of the any records of maintained by the Securities Depository or any participant with respect to any beneficial ownership interest in such BondParticipant, (ii) the delivery payment to any participant of the Securities Depository, the any Participant or any beneficial owner of such Bond Series 2020 Bonds of any amount in respect of the principal of, premium, if any, or interest on the Series 2020 Bonds, (iii) any notice which is permitted or required to be given to Holders under this Trust Agreement, (iv) the selection by the Securities Depository or any Participant or any other person, other than person to receive payment in the Securities Depository, event of any notice with respect to such Bond, including any notice a partial redemption of the redemption or purchase thereof, Series 2020 Bonds or (iiiv) the payment to any participant of the Securities Depository, the beneficial owner of such Bond or any other person, other than the Securities Depository, of any amount with respect to the principal, redemption price, if applicable, or purchase price of, or interest on, such Bond. The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent and the Registrar may treat action taken by the Securities Depository therefor as, and deem such Securities Depository to be, the absolute owner of a Book-Entry Bond for all purposes whatsoever, including, but not limited to, (1) payment as Holder of the principal, redemption priceSeries 2020 Bonds. The Trustee shall pay all principal of and premium, if applicable, or purchase price ofany, and interest on, such Bond, (2) giving notices of redemption or purchase and of other matters with respect to such Bond, (3) registering transfers with respect to such Bond as permitted hereby and (4) except as expressly provided in this Indenture, giving to on 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 the Trustee, acting as Tender Agent, shall pay the purchase price of a Book-Entry Bond, Series 2020 Bonds only to or upon the order of the Securities Depository thereforor the Securities Depository Nominee, as the case may be, and all such payments shall be valid and effective effectual to fully satisfy fully and discharge the Issuer’s obligations with respect to such the principal or redemption price or purchase priceof and premium, if any, and interest, interest on the Series 2020 Bonds to the extent of the sum or sums so paid. Except The Securities Depository may determine to discontinue providing its services as otherwise provided such with respect to the Series 2020 Bonds at any time by giving notice to the Corporation and the Trustee and discharging its responsibilities with respect thereto under applicable laws. In such event, the Corporation shall either (i) engage the services of another Securities Depository or (ii) deliver physical Series 2020 Bonds in subsection (d) 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 this Section 2.13, no person other than such event and the Securities Depository shall receive a Bond or other instrument evidencing immediately notify the Issuer’s obligation to make payments Participants of the principalavailability, redemption price or purchase price thereof, and interest thereon. (c) The Issuer, by notice to through the Trustee, the Paying Agent, the Tender Agent, the Registrar, the Remarketing Agent, the Auction Agent and a Securities Depository, mayof physical Series 2020 Bonds. In such event, with the prior written consent of Corporation shall execute and the BorrowerTrustee shall authenticate, register and shall, at the written direction of an Authorized Borrower Representative, terminate the services of such Securities Depository with respect to the Book-Entry deliver physical Series 2020 Bonds for which such Securities Depository serves as securities depository if the Issuer determines that (i) requested by the Securities Depository is unable to discharge its responsibilities with respect to such Bond or (ii) a continuation any Participant or beneficial owner of Series 2020 Bonds in appropriate authorized denominations in exchange for the requirement that all of the Series 2020 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) Nominee. Notwithstanding any other provision of this Section 2.13Trust Agreement to the contrary, such Bond no longer shall be restricted to being so long as the Series 2020 Bonds are registered in the registration books kept by the Registrar in the name of a Securities Depository. Upon the termination of the services of a Cede & Co., as Securities Depository Nominee, all payments with respect to a Book-Entry Bond pursuant to clause (i) of subsection (c) of this Section 2.13the principal of, the Issuer maypremium, with the prior written consent of the Borrowerif any, and shallinterest on the Series 2020 Bonds and all notices with respect to the Series 2020 Bonds shall be made and given, 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 Denominationsrespectively, 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 AgentThe Depository Trust Company, 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; providedNew York, however that such registration shall not be terminated by the Issuer or the Borrower without an opinion of Bond Counsel confirming that such termination of registration will not adversely affect the Tax-Exempt status of any Bonds. (e) Anything in this Indenture to the contrary notwithstandingNew York, payment of the redemption price of a Book-Entry Bond, or portion thereof, called for redemption prior to maturity may be paid to the Securities Depository by wire transfer of immediately available funds. Anything in the Indenture to the contrary notwithstanding, such redemption price may be paid without presentation and surrender to the Trustee, as Paying Agent, of the Book-Entry Bond, or portion thereof, called for redemption; provided, however, that payment of (a) the principal payable at maturity of a Book-Entry Bond and (b) the redemption price of a Book-Entry Bond as to 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 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 the Issuer or the Securities Depository). Anything in this Indenture to the contrary notwithstanding, upon any such payment to the Securities Depository without presentation and surrender, for all purposes of (i) the Book-Entry Bond as to which such payment has been made and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so paid. In such event, the Trustee shall notify forthwith the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made, and the principal amount of such Bond so paid, and the Trustee shall note such payment on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (f) For all purposes of this Indenture authorizing the representation letter. In connection with any notice or permitting other communication to be provided to the purchase of Bonds, Holders by the Corporation or portions thereof, by, the Trustee with respect to any consent or for other action to be taken by the account ofHolders, the Issuer for cancellation, and anything in the Indenture to the contrary notwithstanding, a portion of a Book-Entry Bond may be deemed to have been purchased and cancelled without surrender thereof upon delivery to the Trustee of a certificate executed by the Issuer and a participant of the Securities Depository therefor to the effect that a beneficial ownership interest in such Bond, in the principal amount stated therein, has been purchased by, Corporation 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 shall establish a Book-Entry Bond, the Issuer shall be authorized to redeem record date for such consent or purchase (by or for the account of the Issuer) less than all of the entire Outstanding principal amount thereof, other action and in the event of such partial defeasance, redemption, purchase or refunding, the provisions of the Indenture relating to the defeasance, redemption, purchase or refunding of a Bond or Bonds shall be deemed to refer to the defeasance, redemption, purchase or refunding of a portion of a Bond. (i) The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent may enter into an agreement with a Securities Depository for the Bonds providing for procedures for the registration, payment, tender and delivery of notices relating to the Bonds, provided that the terms of such agreement shall not be inconsistent with the terms of this Indenture. Any such agreement may provide that (i) such Securities Depository is not required to present a Bond to the Trustee in order to receive a partial payment of principal; (ii) a Bond need not be delivered to the Trustee in order for a tender of such Bond pursuant to Article IV of this Indenture to be effective or in order for the purchase price of such tendered Bond to be paid and that notice of tender of a Bond for purchase pursuant to Article IV hereof may be given to the Trustee by a beneficial owner of a Bond or a direct participant of the Securities Depository; (iii) a legend with respect to the registration of the Bond in the name of give the Securities Depository shall appear on each Bond so long as notice of such record date not less than 15 days in advance of such record date to the Bonds are subject to such agreement; and (iv) different provisions for notices to such Securities Depository may be set forth therein; and such provisions shall be binding on the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent for so long as such Securities Depository is the Securities Depository for Book-Entry Bonds hereunderextent possible.

Book-Entry System. (a) Anything DTC will act as the initial Securities Depository for the Bonds. The Bonds shall be initially issued in this Indenture the form of a single fully registered Bond registered in the name of Cede & Co., as nominee for DTC, 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 of the contrary notwithstanding, any Bond may be authorized Bonds shall mean Cede & Co. and issued as a Book-Entry Bondshall not mean the beneficial owners of the Bonds. (b) For all purposes of this IndentureWhile DTC is the Securities Depository, the Owner ownership interest of each of the beneficial owners of the Bonds will be recorded through the records of a Book-Entry Bond shall 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 the Securities Depository therefor and neither Depository, the Issuer, the TrusteeBond Registrar, the Paying Agent, any co-paying agent and the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar Trustee shall have any no responsibility or obligation to the beneficial owner any Person on behalf of such Bond or to any direct or indirect participant in whom such Securities DepositoryDepository holds an interest in the Bonds, except as expressly provided in this Indenture. Without limiting the generality of the foregoingimmediately preceding sentence, neither the Issuer, the TrusteeBond Registrar, the Paying Agent, any co-paying agent and the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar Trustee shall have any no 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 the Securities Depository or any participant with respect to any beneficial ownership interest in such Bondthe Bonds, (ii) the delivery to any participant of the Securities Depository, the beneficial owner of such Bond or any other personPerson, other than a Bondholder, as shown on the Securities DepositoryBond Register, of any notice with respect to such Bondthe Bonds, including any notice of the redemption or purchase thereofredemption, or (iii) the payment to any participant of the Securities Depository, the beneficial owner of such Bond or any other personPerson, other than a Registered Owner, as shown in the Securities Depository, Bond Register of any amount with respect to the principalprincipal of, redemption pricepremium, if applicable, or purchase price ofany, or interest on, such Bond. The the Bonds. (d) Notwithstanding any other provisions of this Indenture to the contrary, the Issuer, the TrusteeBond Registrar, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent any co-paying agent and the Registrar may Trustee shall be entitled to treat and consider the Securities Depository therefor as, and deem such Securities Depository to be, Person in whose name each Bond is registered in the Bond Register as the absolute owner of a Book-Entry such Bond for all purposes whatsoever, including, but not limited to, (1) the purpose of payment of the principal, redemption pricepremium, if applicable, or purchase price ofany, and interest on, with respect to such Bond, (2) for the purpose of giving notices of redemption or purchase and of other matters with respect to such Bond, (3) for the purpose of registering transfers with respect to such Bond as permitted hereby Bond, 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 all other purposes whatsoever. The Trustee, acting as Paying Agent, Agent shall pay the all principal or redemption priceof, premium, if applicable, ofany, and interest on, a Book-Entry Bond, and on the Trustee, acting as Tender Agent, shall pay the purchase price of a Book-Entry Bond, Bonds only to or upon the order of the Securities Depository thereforrespective owners, as shown in the 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 fully and discharge the Issuer’s obligations with respect to such payment of principal or redemption price or purchase priceof, premium, if any, and interestinterest on, the Bonds to the extent of the sum or sums so paid. Except as otherwise provided in subsection . (de) of this Section 2.13, no person No Person other than a Registered Owner, as shown in the Securities Depository Bond Register, shall receive a Bond or other instrument certificate evidencing the Issuer’s obligation of the Issuer to make payments of the principal, redemption price or purchase price thereofpremium, if any, and interest thereoninterest, pursuant to this Indenture. (cf) The IssuerExcept 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 notice to the notation on the books of the Securities Depository, 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, the Paying Agent, any co-paying agent and the Tender Agent, the Registrar, the Remarketing Agent, the Auction Agent and a Securities Depository, may, Bond Registrar shall comply with the prior written consent terms of the Borrower, and shall, at the written direction of an Authorized Borrower Representative, terminate the services of such DTC Letter. (h) The Securities Depository may determine to discontinue providing its service with respect to the Book-Entry Bonds for at any time by giving reasonable written notice and all relevant information on the beneficial owners of the 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 and the Trustee. If there is no successor Securities Depository serves as securities depository if appointed by the Issuer Issuer, the 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. In the event that the Company determines that (i) the Securities Depository is unable to discharge incapable of discharging its responsibilities with respect described herein or in any agreement among the Issuer, the Trustee and the Securities Depository, the Issuer, at the direction of the Company, shall (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 Bond successor securities depository 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 notify the Securities Depository is not in and the best interests beneficial owners, identified by the Securities Depository, of the beneficial owners of such Bonds or of availability through the Issuer. (d) Upon the termination of the services of a Securities Depository with respect of Bonds and transfer one or more separate Bonds to a Book-Entry Bond pursuant to clause (ii) of subsection (c) of this Section 2.13the beneficial owners, such Bond no longer shall be restricted to being registered identified in the registration books kept writing by the Registrar in the name of a Securities Depository. Upon the termination of the services of a Securities Depository with respect as having Bonds credited to a Book-Entry Bond pursuant to clause (i) of subsection (c) of this Section 2.13their accounts. In such event, 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 Bonds shall no longer be restricted to being registered in the registration books of the Issuer kept by the Trustee in the name of a Securities Depository. In the event that a Book-Entry Bond shall no longer be restricted to being registered in the registration books of the Issuer kept by the Trustee in the name of a Securities Depository, (i) the Issuer shall execute and the Trustee shall authenticate and deliver, upon presentation and surrender of the Book-Entry Bond, Bond certificates as requested by the Securities Depository so terminated of like principal amount, maturity and interest rate, in Authorized Denominations, to the identifiable beneficial owners in replacement of such beneficial owners’ beneficial ownership interests in such Book-Entry Bond and (ii) the Trustee shall notify the Remarketing Agent, the Auction Agent and the Borrower that the Bonds are no longer restricted to being registered in the registration books of the Issuer kept by the Trustee in the name of a Securities Depository; provided, however that such registration shall not be terminated by the Issuer or the Borrower without an opinion of Bond Counsel confirming that such termination of registration will not adversely affect the Tax-Exempt status of any Bonds. (e) Anything in this Indenture to the contrary notwithstanding, payment of the redemption price of a Book-Entry Bond, or portion thereof, called for redemption prior to maturity may be paid to the Securities Depository by wire transfer of immediately available funds. Anything in the Indenture to the contrary notwithstanding, such redemption price may be paid without presentation and surrender to the Trustee, as Paying Agent, of the Book-Entry Bond, or portion thereof, called for redemption; provided, however, that payment of (a) the principal payable at maturity of a Book-Entry Bond and (b) the redemption price of a Book-Entry Bond as to 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 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 the Issuer or the Securities Depository). Anything in this Indenture to the contrary notwithstanding, upon any such payment to the Securities Depository without presentation and surrender, for all purposes of (i) the Book-Entry Bond as to which such payment has been made and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so paid. In such event, the Trustee shall notify forthwith the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made, and the principal amount of such Bond so paid, and the Trustee shall note such payment on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (f) For all purposes of this Indenture authorizing or permitting the purchase of Bonds, or portions thereof, by, or for the account of, the Issuer for cancellation, and anything in the Indenture to the contrary notwithstanding, a portion of a Book-Entry Bond may be deemed to have been purchased and cancelled without surrender thereof upon delivery to the Trustee of a certificate executed by the Issuer and a participant of the Securities Depository therefor to the effect that a beneficial ownership interest in such Bond, in the principal amount stated therein, has been purchased by, or for the account of, the Issuer through the participant of the Securities Depository executing such certificate; provided, however, that any purchase for cancellation of the entire principal amount of a Book-Entry Bond shall be effective for purposes of the Indenture only upon surrender of such Book-Entry Bond to the Paying Agent; and provided, further, that no portion of a Book-Entry Bond may be deemed to have been so purchased and cancelled without surrender thereof unless such Book-Entry Bond shall contain or have endorsed thereon the legend referred to in subsection (e) of this Section 2.13. Anything in the Indenture to the contrary notwithstanding, upon delivery of any such certificate to the Trustee, for all purposes of (i) the Book-Entry Bond to which such certificate relates and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so purchased. In such event, the Trustee shall immediately notify the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made and the amount thereof and shall note such reduction in principal amount of such Book-Entry Bond Outstanding on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (g) Anything in this Indenture to the contrary notwithstanding, a Securities Depository may make a notation on a Book-Entry Bond (i) redeemed in part or (ii) purchased by, or for the account of, the Issuer in part for cancellation, to reflect, for informational purposes only, the date of such redemption or purchase and the principal amount thereof redeemed or deemed cancelled, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in subsection (e) or (f) of this Section 2.13, as the case may be. (h) Anything in this Indenture to the contrary notwithstanding, in the case of a Book-Entry Bond, the Issuer shall be authorized to redeem or purchase (by or for the account of the Issuer) less than all of the entire Outstanding principal amount thereof, and in the event of such partial defeasance, redemption, purchase or refunding, the provisions of the Indenture relating to the defeasance, redemption, purchase or refunding of a Bond or Bonds shall be deemed to refer to the defeasance, redemption, purchase or refunding of a portion of a Bond. (i) The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent may enter into an agreement with a Securities Depository for the Bonds providing for procedures for the registration, payment, tender and delivery of notices relating to the Bonds, provided that the terms of such agreement shall not be inconsistent with the terms of this Indenture. Any such agreement may provide that (i) such Securities Depository is not required to present a Bond to the Trustee in order to receive a partial payment of principal; (ii) a Bond need not be delivered to the Trustee in order for a tender of such Bond pursuant to Article IV of this Indenture to be effective or in order for the purchase price of such tendered Bond to be paid and that notice of tender of a Bond for purchase pursuant to Article IV hereof may be given to the Trustee by a beneficial owner of a Bond or a direct participant of the Securities Depository; (iii) a legend with respect to the registration of the Bond Register 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 Depository, but may be set forth therein; and such 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 shall be binding on 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, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent for so long as such Securities Depository is Depository, shall withdraw the Bonds from the Securities Depository, and authenticate and deliver Bonds fully registered to the assignees of the Securities Depository or its nominee. If the request for Book-Entry Bonds hereundersuch withdrawal is not the result of any issuer 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.

Book-Entry System. (a) Anything Unless otherwise determined by the Authority, the Bonds shall be issued in the form of a single certificated fully-registered Bond, registered in the name of Cede & Co., as nominee of DTC, 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 Indenture to the contrary notwithstanding, any Bond may be authorized and issued as a Book-Entry BondSection shall apply thereto. (b) For all purposes With respect to Bonds registered on the registration books kept by the Registrar in the name of this Indenturethe Nominee, the Owner of a Book-Entry Bond shall be the Securities Depository therefor and neither the IssuerAuthority, the TrusteeCompany, the Paying Agent, Registrar and the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar Trustee shall have any responsibility or obligation to the beneficial owner of such Bond or to any direct or indirect participant in such Securities Depository, except as expressly provided in this Indenture. Without limiting the generality of the foregoing, neither the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar shall have any no responsibility or obligation to any such participant DTC Participant or the Beneficial Owners. Without limiting the immediately preceding sentence, the Authority, the Company, the Registrar and the Trustee shall have no responsibility or obligation to the beneficial owner of a Book-Entry Bond DTC, any DTC Participant or any Beneficial Owner with respect to (i1) the accuracy of the records of DTC, the Securities Depository Nominee or any participant DTC Participant with respect to any beneficial ownership interest in such Bondthe Bonds, (ii2) the delivery to any participant of the Securities Depository, the beneficial owner of such Bond by DTC or any other person, other than the Securities Depository, DTC Participant of any notice with respect to such Bondthe Bonds, including any notice of the redemption or purchase thereofredemption, or (iii3) the payment to any participant of the Securities Depository, the beneficial owner of such Bond DTC Participant or any other person, other than the Securities Depository, Beneficial Owner of any amount with respect to the principal, redemption price, if applicable, principal or purchase price of, or premium, if any, or interest on, such Bondthe Bonds. The IssuerAuthority, the TrusteeCompany, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent Registrar and the Registrar Trustee may treat and consider the Securities Depository therefor as, and deem such Securities Depository to be, person in whose name each Bond is registered in the registration books kept by the Registrar as the absolute owner of a Book-Entry such Bond for all purposes whatsoever, including, but not limited to, (1) the purpose of payment of the principal, redemption purchase price, if applicable, or purchase price of, premium and interest on, with respect to such Bond, (2) for the purpose of giving notices of redemption or purchase and of other matters with respect to such Bond, (3) for the purpose of registering transfers with respect to such Bond as permitted hereby Bond, 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 all other purposes whatsoever. The Trustee, acting as Paying Agent, Trustee shall pay the all principal or redemption price, of and premium if applicable, ofany, and interest on, a Book-Entry Bond, and the Trustee, acting as Tender Agent, shall pay the purchase price of a Book-Entry Bond, Bonds only to or upon the order of the Securities Depository thereforrespective Owners, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy fully and discharge the IssuerAuthority’s obligations with respect to such payment of principal or redemption price or purchase priceof, and interestpremium, if any, and interest on, 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 No person other than an Owner, as shown in the Securities Depository registration books kept by the Registrar, shall receive a certificated Bond or other instrument evidencing the Issuer’s obligation of the Authority to make payments of the principal, redemption price or purchase price thereofpremium, if any, and interest thereonpursuant to this Indenture. (c) The Issuer, by notice Authority has executed and delivered to the Trustee, the Paying Agent, the Tender Agent, the Registrar, the Remarketing Agent, the Auction Agent and DTC a Securities Depository, may, with the prior written consent letter of the Borrower, and shall, at the written direction of an Authorized Borrower Representative, terminate the services of such Securities Depository representations in customary form with respect to the BookBonds in book-Entry Bonds for which such Securities Depository serves as securities depository if entry form (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“DTC Representation Letter”). (d) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving reasonable notice to the Authority or the Trustee and discharging its responsibilities with respect thereto under applicable law. The Authority, with the consent of the Company, may terminate the services of DTC with respect to the Bonds. Upon the discontinuance or termination of the services of a Securities Depository DTC with respect to the Bonds, unless a Book-Entry substitute securities depository is appointed to undertake the functions of DTC hereunder, the Authority, at the expense of the Company, is obligated to deliver Bond pursuant certificates to clause (ii) the Beneficial Owners of subsection (c) of such Bonds, as described in this Section 2.13Indenture, and such Bond Bonds shall no longer shall be restricted to being registered in the registration books kept by the Registrar in the name of a Securities Depositorythe 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. Upon The Trustee, the termination Registrar and the Authority may conclusively rely on information provided by DTC and DTC Participants as to the identity 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 Owners 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 Bondsamount owed. (e) Anything in Notwithstanding any other provision of this Indenture to the contrary notwithstandingcontrary, payment of the redemption price of a Book-Entry Bond, or portion thereof, called for redemption prior to maturity may be paid to the Securities Depository by wire transfer of immediately available funds. Anything in the Indenture to the contrary notwithstanding, such redemption price may be paid without presentation and surrender to the Trustee, so long as Paying Agent, of the Book-Entry Bond, or portion thereof, called for redemption; provided, however, that payment of (a) the principal payable at maturity of a Book-Entry any Bond and (b) the redemption price of a Book-Entry Bond as to 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 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 the Issuer or the Securities Depository). Anything in this Indenture to the contrary notwithstanding, upon any such payment to the Securities Depository without presentation and surrender, for all purposes of (i) the Book-Entry Bond as to which such payment has been made and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so paid. In such event, the Trustee shall notify forthwith the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made, and the principal amount of such Bond so paid, and the Trustee shall note such payment on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (f) For all purposes of this Indenture authorizing or permitting the purchase of Bonds, or portions thereof, by, or for the account of, the Issuer for cancellation, and anything in the Indenture to the contrary notwithstanding, a portion of a Book-Entry Bond may be deemed to have been purchased and cancelled without surrender thereof upon delivery to the Trustee of a certificate executed by the Issuer and a participant of the Securities Depository therefor to the effect that a beneficial ownership interest in such Bond, in the principal amount stated therein, has been purchased by, or for the account of, the Issuer through the participant of the Securities Depository executing such certificate; provided, however, that any purchase for cancellation of the entire principal amount of a Book-Entry Bond shall be effective for purposes of the Indenture only upon surrender of such Book-Entry Bond to the Paying Agent; and provided, further, that no portion of a Book-Entry Bond may be deemed to have been so purchased and cancelled without surrender thereof unless such Book-Entry Bond shall contain or have endorsed thereon the legend referred to in subsection (e) of this Section 2.13. Anything in the Indenture to the contrary notwithstanding, upon delivery of any such certificate to the Trustee, for all purposes of (i) the Book-Entry Bond to which such certificate relates and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so purchased. In such event, the Trustee shall immediately notify the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made and the amount thereof and shall note such reduction in principal amount of such Book-Entry Bond Outstanding on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (g) Anything in this Indenture to the contrary notwithstanding, a Securities Depository may make a notation on a Book-Entry Bond (i) redeemed in part or (ii) purchased by, or for the account of, the Issuer in part for cancellation, to reflect, for informational purposes only, the date of such redemption or purchase and the principal amount thereof redeemed or deemed cancelled, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in subsection (e) or (f) of this Section 2.13, as the case may be. (h) Anything in this Indenture to the contrary notwithstanding, in the case of a Book-Entry Bond, the Issuer shall be authorized to redeem or purchase (by or for the account of the Issuer) less than all of the entire Outstanding principal amount thereof, and in the event of such partial defeasance, redemption, purchase or refunding, the provisions of the Indenture relating to the defeasance, redemption, purchase or refunding of a Bond or Bonds shall be deemed to refer to the defeasance, redemption, purchase or refunding of a portion of a Bond. (i) The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent may enter into an agreement with a Securities Depository for the Bonds providing for procedures for the registration, payment, tender and delivery of notices relating to the Bonds, provided that the terms of such agreement shall not be inconsistent with the terms of this Indenture. Any such agreement may provide that (i) such Securities Depository is not required to present a Bond to the Trustee in order to receive a partial payment of principal; (ii) a Bond need not be delivered to the Trustee in order for a tender of such Bond pursuant to Article IV of this Indenture to be effective or in order for the purchase price of such tendered Bond to be paid and that notice of tender of a Bond for purchase pursuant to Article IV hereof may be given to the Trustee by a beneficial owner of a Bond or a direct participant of the Securities Depository; (iii) a legend with respect to the registration of the Bond registered in the name of the Securities Depository 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 appear on each Bond so long as 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 the Trustee of principal of, or premium, if any, or interest on, the Bonds are subject in immediately available funds to such agreement; and (iv) different provisions for notices to such Securities Depository may be set forth therein; and such provisions shall be binding on the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent for so long as such Securities Depository is the Securities Depository for Book-Entry Bonds hereunderDTC.

Book-Entry System. (a1) Anything DTC will act as the initial Securities Depository for the Bonds. The Bonds shall be initially issued in this Indenture the form of a single fully registered Bond registered in the name of Cede & Co., as nominee for DTC, 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 of the contrary notwithstanding, any Bond may be authorized Bonds shall mean Cede & Co. and issued as a Book-Entry Bondshall not mean the beneficial owners of the Bonds. (b2) For all purposes of this IndentureWhile DTC is the Securities Depository, the Owner ownership interest of each of the beneficial owners of the Bonds will be recorded through the records of a Book-Entry Bond shall 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. (3) With respect to Bonds registered in the name of the Securities Depository therefor and neither the IssuerDepository, the TrusteeAuthority, the Bond Registrar, the Paying Agent, any co-paying agent and the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar Trustee shall have any no responsibility or obligation to the beneficial owner any Person on behalf of such Bond or to any direct or indirect participant in whom such Securities DepositoryDepository holds an interest in the Bonds, except as expressly provided in this Indenture. Without limiting the generality of the foregoing, neither the Issuerimmediately preceding sentence, the TrusteeAuthority, the Bond Registrar, the Paying Agent, any co-paying agent and the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar Trustee shall have any no 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 the Securities Depository or any participant with respect to any beneficial ownership interest in such Bondthe Bonds, (ii) the delivery to any participant of the Securities Depository, the beneficial owner of such Bond or any other personPerson, other than a Bondholder, as shown on the Securities DepositoryBond Register, of any notice with respect to such Bondthe Bonds, including any notice of the redemption or purchase thereofredemption, or (iii) the payment to any participant of the Securities Depository, the beneficial owner of such Bond or any other personPerson, other than a Registered Owner, as shown in the Securities Depository, Bond Register of any amount with respect to the principalprincipal of, redemption pricepremium, if applicable, or purchase price ofany, or interest on, such Bond. The Issuerthe Bonds. (4) Notwithstanding any other provisions of this Indenture to the contrary, the TrusteeAuthority, the Bond Registrar, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent any co-paying agent and the Registrar may Trustee shall be entitled to treat and consider the Securities Depository therefor as, and deem such Securities Depository to be, Person in whose name each Bond is registered in the Bond Register as the absolute owner of a Book-Entry such Bond for all purposes whatsoever, including, but not limited to, (1) the purpose of payment of the principal, redemption pricepremium, if applicable, or purchase price ofany, and interest on, with respect to such Bond, (2) for the purpose of giving notices of redemption or purchase and of other matters with respect to such Bond, (3) for the purpose of registering transfers with respect to such Bond as permitted hereby Bond, 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 all other purposes whatsoever. The Trustee, acting as Paying Agent, Agent shall pay the all principal or redemption priceof, premium, if applicable, ofany, and interest on, a Book-Entry Bond, and on the Trustee, acting as Tender Agent, shall pay the purchase price of a Book-Entry Bond, Bonds only to or upon the order of the Securities Depository thereforrespective owners, as shown in the 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 fully and discharge the Issuer’s Authority's obligations with respect to such payment of principal or redemption price or purchase priceof, premium, if any, and interestinterest on, the Bonds to the extent of the sum or sums so paid. Except as otherwise provided in subsection . (d5) of this Section 2.13, no person No Person other than a Registered Owner, as shown in the Securities Depository Bond Register, shall receive a Bond or other instrument certificate evidencing the Issuer’s obligation of the Authority to make payments of the principal, redemption price or purchase price thereofpremium, if any, and interest thereoninterest, pursuant to this Indenture. (c6) The IssuerExcept 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 notice to the notation on the books of the Securities Depository, of the transfer of the beneficial owner's interest in such Bond. (7) So long as the book-entry system is in effect, the Trustee, the Paying Agent, any co-paying agent and the Tender Agent, the Registrar, the Remarketing Agent, the Auction Agent and a Securities Depository, may, Bond Registrar shall comply with the prior written consent terms of the Borrower, and shall, at the written direction of an Authorized Borrower Representative, terminate the services of such DTC Letter. (8) The Securities Depository may determine to discontinue providing its service with respect to the Book-Entry Bonds for at any time by giving reasonable written notice and all relevant information on the beneficial owners of the 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 Authority and the Trustee. If there is no successor Securities Depository serves as securities depository if appointed by the Issuer Authority, the 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. In the event that the Company determines that (i) the Securities Depository is unable to discharge incapable of discharging its responsibilities with respect described herein or in any agreement among the Authority, the Trustee and the Securities Depository, the Authority, at the direction of the Company, shall (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 Bond successor securities depository 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 notify the Securities Depository is not in and the best interests beneficial owners, identified by the Securities Depository, of the beneficial owners of such Bonds or of availability through the Issuer. (d) Upon the termination of the services of a Securities Depository with respect of Bonds and transfer one or more separate Bonds to a Book-Entry Bond pursuant to clause (ii) of subsection (c) of this Section 2.13the beneficial owners, such Bond no longer shall be restricted to being registered identified in the registration books kept writing by the Registrar in the name of a Securities Depository. Upon the termination of the services of a Securities Depository with respect as having Bonds credited to a Book-Entry Bond pursuant to clause (i) of subsection (c) of this Section 2.13their accounts. In such event, 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 Bonds shall no longer be restricted to being registered in the registration books of the Issuer kept by the Trustee in the name of a Securities Depository. In the event that a Book-Entry Bond shall no longer be restricted to being registered in the registration books of the Issuer kept by the Trustee in the name of a Securities Depository, (i) the Issuer shall execute and the Trustee shall authenticate and deliver, upon presentation and surrender of the Book-Entry Bond, Bond certificates as requested by the Securities Depository so terminated of like principal amount, maturity and interest rate, in Authorized Denominations, to the identifiable beneficial owners in replacement of such beneficial owners’ beneficial ownership interests in such Book-Entry Bond and (ii) the Trustee shall notify the Remarketing Agent, the Auction Agent and the Borrower that the Bonds are no longer restricted to being registered in the registration books of the Issuer kept by the Trustee in the name of a Securities Depository; provided, however that such registration shall not be terminated by the Issuer or the Borrower without an opinion of Bond Counsel confirming that such termination of registration will not adversely affect the Tax-Exempt status of any Bonds. (e) Anything in this Indenture to the contrary notwithstanding, payment of the redemption price of a Book-Entry Bond, or portion thereof, called for redemption prior to maturity may be paid to the Securities Depository by wire transfer of immediately available funds. Anything in the Indenture to the contrary notwithstanding, such redemption price may be paid without presentation and surrender to the Trustee, as Paying Agent, of the Book-Entry Bond, or portion thereof, called for redemption; provided, however, that payment of (a) the principal payable at maturity of a Book-Entry Bond and (b) the redemption price of a Book-Entry Bond as to 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 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 the Issuer or the Securities Depository). Anything in this Indenture to the contrary notwithstanding, upon any such payment to the Securities Depository without presentation and surrender, for all purposes of (i) the Book-Entry Bond as to which such payment has been made and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so paid. In such event, the Trustee shall notify forthwith the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made, and the principal amount of such Bond so paid, and the Trustee shall note such payment on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (f) For all purposes of this Indenture authorizing or permitting the purchase of Bonds, or portions thereof, by, or for the account of, the Issuer for cancellation, and anything in the Indenture to the contrary notwithstanding, a portion of a Book-Entry Bond may be deemed to have been purchased and cancelled without surrender thereof upon delivery to the Trustee of a certificate executed by the Issuer and a participant of the Securities Depository therefor to the effect that a beneficial ownership interest in such Bond, in the principal amount stated therein, has been purchased by, or for the account of, the Issuer through the participant of the Securities Depository executing such certificate; provided, however, that any purchase for cancellation of the entire principal amount of a Book-Entry Bond shall be effective for purposes of the Indenture only upon surrender of such Book-Entry Bond to the Paying Agent; and provided, further, that no portion of a Book-Entry Bond may be deemed to have been so purchased and cancelled without surrender thereof unless such Book-Entry Bond shall contain or have endorsed thereon the legend referred to in subsection (e) of this Section 2.13. Anything in the Indenture to the contrary notwithstanding, upon delivery of any such certificate to the Trustee, for all purposes of (i) the Book-Entry Bond to which such certificate relates and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so purchased. In such event, the Trustee shall immediately notify the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made and the amount thereof and shall note such reduction in principal amount of such Book-Entry Bond Outstanding on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (g) Anything in this Indenture to the contrary notwithstanding, a Securities Depository may make a notation on a Book-Entry Bond (i) redeemed in part or (ii) purchased by, or for the account of, the Issuer in part for cancellation, to reflect, for informational purposes only, the date of such redemption or purchase and the principal amount thereof redeemed or deemed cancelled, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in subsection (e) or (f) of this Section 2.13, as the case may be. (h) Anything in this Indenture to the contrary notwithstanding, in the case of a Book-Entry Bond, the Issuer shall be authorized to redeem or purchase (by or for the account of the Issuer) less than all of the entire Outstanding principal amount thereof, and in the event of such partial defeasance, redemption, purchase or refunding, the provisions of the Indenture relating to the defeasance, redemption, purchase or refunding of a Bond or Bonds shall be deemed to refer to the defeasance, redemption, purchase or refunding of a portion of a Bond. (i) The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent may enter into an agreement with a Securities Depository for the Bonds providing for procedures for the registration, payment, tender and delivery of notices relating to the Bonds, provided that the terms of such agreement shall not be inconsistent with the terms of this Indenture. Any such agreement may provide that (i) such Securities Depository is not required to present a Bond to the Trustee in order to receive a partial payment of principal; (ii) a Bond need not be delivered to the Trustee in order for a tender of such Bond pursuant to Article IV of this Indenture to be effective or in order for the purchase price of such tendered Bond to be paid and that notice of tender of a Bond for purchase pursuant to Article IV hereof may be given to the Trustee by a beneficial owner of a Bond or a direct participant of the Securities Depository; (iii) a legend with respect to the registration of the Bond Register 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 Depository, but may be set forth therein; and such 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 shall be binding on of this Indenture. Upon the Issuerwritten consent of 100% of the beneficial owners of the Bonds, the Trustee, in accordance with any agreement among the Paying AgentAuthority, the Tender AgentTrustee, the Remarketing Agent and the Auction Agent for so long as such Securities Depository is Depository, shall withdraw the Bonds from the Securities Depository, and authenticate and deliver Bonds fully registered to the assignees of the Securities Depository or its nominee. If the request for Booksuch 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 book-Entry Bonds hereunderentry system, the Authority or the Company shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Code Section 6045. The Trustee may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

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 (a) Anything referred to in this Indenture to section as "Book Entry Bonds") shall be issued in the contrary notwithstandingname of the Securities Depository or its nominee, any Bond may be authorized as registered owner of the Bonds, and issued as a Book-Entry Bondheld in the custody of the Securities Depository. (bA) For all purposes Except as provided in subsections B and C of this IndentureSection, the Owner 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 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 Book-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 Securities Depository therefor and neither registration books kept by the IssuerBond Registrar in the name of Cede, as nominee of DTC. With respect to Book Entry Bonds so registered in the name of Cede, the TrusteeAuthority, the Bond Registrar and any Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar shall have any responsibility or obligation to the beneficial owner of such Bond or to any direct or indirect participant in such Securities Depository, except as expressly provided in this Indenture. Without limiting the generality of the foregoing, neither the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar shall have any no responsibility or obligation to any such participant DTC Participant or to any Beneficial Owner of any of such Book Entry Bonds. Without limiting the beneficial owner of a Book-Entry immediately preceding sentence, the Authority, the Bond Registrar and any Paying Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Securities Depository DTC, Cede or any participant DTC Participant with respect to any beneficial ownership interest in such Bondthe Book Entry Bonds, (ii) the delivery to any participant of the Securities DepositoryDTC Participant, the beneficial owner of such Bond Beneficial Owner or any other person, other than the Securities DepositoryDTC, of any notice with respect to such Bondthe Book Entry Bonds, including any notice of the redemption or purchase thereofredemption, or (iii) the payment to any participant of the Securities DepositoryDTC Participant, the beneficial owner of such Bond Beneficial Owner or any other person, other than the Securities DepositoryDTC, of any amount with respect to the principal, redemption price, if applicable, principal or purchase price Redemption Price of, or interest on, such Bondany of the Book Entry Bonds. The IssuerAuthority, the Trustee, the Bond Registrar and any Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent and the Registrar may treat the Securities Depository therefor DTC as, and deem such Securities Depository DTC to be, the absolute owner Holder of a Book-each Book Entry Bond for all purposes whatsoever, including, including (but not limited to, ) (1a) payment of the principal, redemption price, if applicable, principal or purchase price Redemption Price of, and interest on, each such Book Entry Bond, (2b) giving notices of redemption or purchase and of other matters with respect to such Bond, Book Entry Bonds and (3c) 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 whatsoeverBook Entry Bonds. The Trustee, acting as Paying Agent, Agent shall pay the principal or redemption price, if applicable, Redemption Price of, and interest on, a Book-all Book Entry Bond, and the Trustee, acting as Tender Agent, shall pay the purchase price of a Book-Entry Bond, Bonds only to or upon the order of the Securities Depository thereforDTC, and all such payments payment shall be valid and effective to satisfy fully and discharge the Issuer’s Authority's obligations with respect to such principal or redemption price or purchase price, Redemption Price and interest, to the extent of the sum or sums so paid. Except as otherwise provided in subsection (d) of this Section 2.132.04(E), no person other than the Securities Depository DTC shall receive a Book Entry Bond or other instrument evidencing the Issuer’s obligation of the Authority to make payments of the principal, redemption price principal or purchase price thereofRedemption Price of, and interest thereonon, any such Book Entry Bond pursuant to this 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 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 a nominee of DTC or to any successor securities depository appointed pursuant to this Section 2.04 or any nominee thereof. (cC) The Issuer, DTC may determine to discontinue providing its services with respect to the Book Entry Bonds at any time by giving written notice to the TrusteeAuthority, the Bond Registrar and 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 which notice shall certify that DTC has discharged its responsibilities with respect to the Book-Book Entry Bonds for which such Securities Depository serves as securities depository 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 Issuer Authority determines that that: (i) the Securities Depository DTC is unable to discharge its responsibilities with respect to such Bond the Book Entry Bonds; or (ii) a continuation of the requirement that all of the Bonds issued as Book-Outstanding Book Entry Bonds be registered in the registration books of the Issuer kept by the Trustee Bond Registrar in the name of the Securities Depository Cede, as nominee of DTC, is not in the best interests interest of the beneficial owners Beneficial Owner of the Book Entry Bonds. Current DTC rules provide that upon receipt of such Bonds or of a request, DTC will take 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 following actions: (i) of subsection (c) of this Section 2.13, the Issuer may, with the prior written consent DTC will issue an “Important Notice” notifying its Participants 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 receipt of a Securities Depository. In withdrawal request from the event Authority reminding Participants that a Book-Entry Bond shall no longer be restricted they may utilize DTC’s withdrawal procedures if they wish 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 withdraw their securities from DTC; and (ii) DTC will process withdrawal requests submitted by Participants in the Trustee shall notify ordinary course of business, but will not effectuate withdrawals based upon a request from the Remarketing AgentAuthority. 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 Auction Agent Bond Registrar and the Borrower that the Bonds are no longer restricted to being registered in the registration books Paying Agent of the Issuer kept by the Trustee in the name of a Securities Depository; provided, however that such registration shall not be terminated by the Issuer or the Borrower without an opinion of Bond Counsel confirming that such termination of registration will not adversely affect the Tax-Exempt status of any Bonds. (e) Anything in this Indenture to the contrary notwithstanding, payment of the redemption price of a Book-Entry Bond, or portion thereof, called for redemption prior to maturity may be paid to the Securities Depository by wire transfer of immediately available funds. Anything in the Indenture to the contrary notwithstanding, such redemption price may be paid without presentation and surrender to the Trustee, as Paying Agent, of the Book-Entry Bond, or portion thereof, called for redemption; provided, however, that payment of (a) the principal payable at maturity of a Book-Entry Bond and (b) the redemption price of a Book-Entry Bond as to 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 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 the Issuer or the Securities Depository). Anything in this Indenture to the contrary notwithstanding, upon any such payment to the Securities Depository without presentation and surrender, for all purposes of (i) the Book-Entry Bond as to which such payment has been made and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so paid. In such event, the Trustee shall notify forthwith the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made, and the principal amount of such Bond so paid, and the Trustee shall note such payment on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (f) For all purposes of this Indenture authorizing or permitting the purchase of Bonds, or portions thereof, by, or for the account of, the Issuer for cancellation, and anything in the Indenture to the contrary notwithstanding, a portion of a Book-Entry Bond may be deemed to have been purchased and cancelled without surrender thereof upon delivery to the Trustee of a certificate executed by the Issuer and a participant of the Securities Depository therefor written notice from DTC to the effect that a beneficial ownership interest DTC has received written notice from DTC Participants having interests, as shown in such Bondthe records of DTC, 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 an aggregate principal amount of a Book-Entry Bond shall be effective for purposes not less than fifty percent (50%) of the Indenture only upon surrender aggregate principal amount of such Book-the Outstanding Book Entry Bond Bonds 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 effect that: (i) the Book-Entry Bond DTC is unable to which such certificate relates and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so purchased. In such event, the Trustee shall immediately notify the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made and the amount thereof and shall note such reduction in principal amount of such Book-Entry Bond Outstanding on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (g) Anything in this Indenture to the contrary notwithstanding, a Securities Depository may make a notation on a Book-Entry Bond (i) redeemed in part or (ii) purchased by, or for the account of, the Issuer in part for cancellation, to reflect, for informational purposes only, the date of such redemption or purchase and the principal amount thereof redeemed or deemed cancelled, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in subsection (e) or (f) of this Section 2.13, as the case may be. (h) Anything in this Indenture to the contrary notwithstanding, in the case of a Book-Entry Bond, the Issuer shall be authorized to redeem or purchase (by or for the account of the Issuer) less than all of the entire Outstanding principal amount thereof, and in the event of such partial defeasance, redemption, purchase or refunding, the provisions of the Indenture relating to the defeasance, redemption, purchase or refunding of a Bond or Bonds shall be deemed to refer to the defeasance, redemption, purchase or refunding of a portion of a Bond. (i) The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent may enter into an agreement with a Securities Depository for the Bonds providing for procedures for the registration, payment, tender and delivery of notices relating to the Bonds, provided that the terms of such agreement shall not be inconsistent with the terms of this Indenture. Any such agreement may provide that (i) such Securities Depository is not required to present a Bond to the Trustee in order to receive a partial payment of principal; (ii) a Bond need not be delivered to the Trustee in order for a tender of such Bond pursuant to Article IV of this Indenture to be effective or in order for the purchase price of such tendered Bond to be paid and that notice of tender of a Bond for purchase pursuant to Article IV hereof may be given to the Trustee by a beneficial owner of a Bond or a direct participant of the Securities Depository; (iii) a legend discharge its responsibilities 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 agreementBook Entry Bonds; and (iv) different provisions for notices to such Securities Depository may be set forth therein; and such provisions shall be binding on the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent for so long as such Securities Depository is the Securities Depository for Book-Entry Bonds hereunder.or

Book-Entry System. (a) Anything Unless otherwise determined by the Issuer, the Bonds shall be issued in the form of a separate single certificated fully registered Bond, registered in the name of Cede & Co., as nominee of DTC, 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 Indenture to the contrary notwithstanding, any Bond may be authorized and issued as a Book-Entry BondSection shall apply thereto. (b) For all purposes With respect to Bonds registered on the registration books kept by the Registrar in the name of this Indenturethe Nominee, the Owner of a Book-Entry Bond shall be the Securities Depository therefor and neither the Issuer, the TrusteeCompany, the Paying Agent, the Tender Agent, Trustee and the Remarketing Agent, the Auction Agent nor the Registrar shall have any no responsibility or obligation to any DTC Participant or the beneficial owner of such Bond or to any direct or indirect participant in such Securities Depository, except as expressly provided in this IndentureBeneficial Owners. Without limiting the generality of the foregoingimmediately preceding sentence, neither the Issuer, the TrusteeCompany, the Paying Agent, the Tender Agent, Trustee and the Remarketing Agent, the Auction Agent nor the Registrar shall have any no responsibility or obligation to DTC, any such participant DTC Participant or to the beneficial owner of a Book-Entry Bond any Beneficial Owner with respect to (i1) the accuracy of the records of DTC, the Securities Depository Nominee or any participant DTC Participant with respect to any beneficial ownership interest in such Bondthe Bonds, (ii2) the delivery to any participant of the Securities Depository, the beneficial owner of such Bond by DTC or any other person, other than the Securities Depository, DTC Participant of any notice with respect to such Bondthe Bonds, including any notice of the redemption or purchase thereofredemption, or (iii3) the payment to any participant of the Securities Depository, the beneficial owner of such Bond DTC Participant or any other person, other than the Securities Depository, Beneficial Owner of any amount with respect to the principal, redemption price, if applicable, principal or purchase price of, or premium, if any, or interest on, such Bondthe Bonds. The Issuer, the TrusteeCompany, the Paying Agent, the Tender Agent, Trustee and the Remarketing Agent, Agent may treat and consider the Auction Agent and person in whose name each Bond is registered in the registration books kept by the Registrar may treat as the Securities Depository therefor as, holder and deem such Securities Depository to be, the absolute owner of a Book-Entry such Bond for all purposes whatsoever, including, but not limited to, (1) the purpose of payment of the principal, redemption principal purchase price, if applicable, or purchase price of, premium and interest on, with respect to such Bond, (2) for the purpose of giving notices of redemption or purchase and of other matters with respect to such Bond, (3) for the purpose of registering transfers with respect to such Bond as permitted hereby Bond, 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 all other purposes whatsoever. The Trustee, acting as Paying Agent, Agent shall pay the all principal or redemption price, of and premium if applicable, ofany, and interest on, a Book-Entry Bond, and the Trustee, acting as Tender Agent, shall pay the purchase price of a Book-Entry Bond, Bonds only to or upon the order of the Securities Depository thereforrespective Owners, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy fully and discharge the Issuer’s 's obligations with respect to such payment of principal or redemption price or purchase priceof, and interestpremium, if any, and interest on, 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 No person other than an Owner, as shown in the Securities Depository registration books kept by the Registrar, shall receive a certificated Bond or other instrument evidencing the Issuer’s obligation of the Issuer to make payments of the principal, redemption price or purchase price thereofprincipal premium if any, and interest thereonpursuant to this Indenture. (c) The Issuer, the Paying Agent, the Remarketing Agent and the Trustee shall execute and deliver to DTC a letter of representations in customary form with respect to the Bonds in book-entry form (the "DTC Representation Letter"), but such DTC Representation Letter shall not in any way limit the provisions of the foregoing paragraph (b) or in any other way impose upon the Issuer, 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 notice the Registrar. The Trustee, the Remarketing Agent and the Paying Agent shall take all action necessary for all representations of the Issuer in the DTC Representation Letter with respect to the Trustee, the Remarketing Agent and the Paying AgentAgent to be compiled with at all times, including but not limited to, the Tender Agent, giving of all notices required under the Registrar, the Remarketing Agent, the Auction DTC Representation Letter. The Trustee and Paying 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 are hereby authorized by the Issuer determines that (i) to enter into 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 IssuerDTC Representation Letter. (d) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving reasonable notice to the Issuer or the Trustee and discharging its responsibilities with respect thereto under applicable law. 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 a Securities Depository DTC with respect to the Bonds, unless a Book-Entry substitute securities depository is appointed to undertake the functions of DTC hereunder, the Issuer, at the expense of the Company, is obligated to deliver Bond pursuant certificates to clause (ii) the Beneficial Owners of subsection (c) of such Bonds, as described in this Section 2.13Indenture, and such Bond Bonds shall 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 Nominee, but may be registered in whatever name or names Owners transferring or exchanging Bonds shall designate, in accordance with the services of a Securities Depository with respect to a Book-Entry Bond pursuant to clause (i) of subsection (c) provisions 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 BondsIndenture. (e) Anything in Notwithstanding any other provision of this Indenture to the contrary notwithstandingcontrary, payment so long as any Bond is registered in the name of the redemption Nominee, all payments with respect to principal or purchase price of a Book-Entry Bondor, 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 portion thereofpremium, called for redemption prior to maturity may be paid to if any, or interest on, the Securities Depository by wire transfer of Bonds in immediately available funds. Anything in the Indenture funds to the contrary notwithstanding, such redemption price may be paid without presentation and surrender to the Trustee, as Paying Agent, of the Book-Entry Bond, or portion thereof, called for redemption; provided, however, that payment of (a) the principal payable at maturity of a Book-Entry Bond and (b) the redemption price of a Book-Entry Bond as to 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 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 the Issuer or the Securities Depository). Anything in this Indenture to the contrary notwithstanding, upon any such payment to the Securities Depository without presentation and surrender, for all purposes of (i) the Book-Entry Bond as to which such payment has been made and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so paid. In such event, the Trustee shall notify forthwith the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made, and the principal amount of such Bond so paid, and the Trustee shall note such payment on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsectionDTC. (f) For all purposes of this Indenture authorizing or permitting the purchase of Bonds, or portions thereof, by, or for the account of, the Issuer for cancellation, and anything So long as any Bond is held in the Indenture to the contrary notwithstanding, book-entry form a portion of a Book-Entry Bond may be deemed to have been purchased and cancelled without surrender thereof upon delivery Beneficial Owner (through its DTC Participant) shall give notice to the Trustee to elect to have its Bonds purchased, and shall effect delivery of a certificate executed such Bonds by the Issuer and a participant of the Securities Depository therefor causing such DTC Participant to the effect that a beneficial ownership transfer its interest in the Bonds equal to such Bond, in Beneficial Owner's interest on the principal amount stated therein, has been purchased by, or for the account of, the Issuer through the participant records 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 DTC to the Trustee, 's participant account with DTC. The requirement 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 physical delivery of the Issuer kept by it, but failure Bonds in connection with any purchase pursuant 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 Section 3.01 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 3.02 hereof shall be deemed to refer to satisfied when the defeasance, redemption, purchase or refunding of a portion of a Bond. (i) The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent may enter into an agreement with a Securities Depository for the Bonds providing for procedures for the registration, payment, tender and delivery of notices relating to the Bonds, provided that the terms of such agreement shall not be inconsistent with the terms of this Indenture. Any such agreement may provide that (i) such Securities Depository is not required to present a Bond to the Trustee ownership rights in order to receive a partial payment of principal; (ii) a Bond need not be delivered to the Trustee in order for a tender of such Bond pursuant to Article IV of this Indenture to be effective or in order for the purchase price of such tendered Bond to be paid and that notice of tender of a Bond for purchase pursuant to Article IV hereof may be given to the Trustee by a beneficial owner of a Bond or a direct participant of the Securities Depository; (iii) a legend with respect to the registration of the Bond in the name of the Securities Depository shall appear on each Bond so long as the Bonds are subject to such agreement; and (iv) different provisions for notices to such Securities Depository may be set forth therein; and such provisions shall be binding transferred by DTC Participants on the Issuer, records of DTC to the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent for so long as such Securities Depository is the Securities Depository for Book-Entry Bonds hereunder's participant account.

Book-Entry System. (a) Anything Except as provided in subsection (c) of this Indenture Section, the registered Owner of all of the Bonds shall be DTC and the Bonds shall be registered in the name of Cede & Co., as nominee for DTC. Notwithstanding anything to the contrary notwithstandingcontained in this Paying Agent Agreement, payment of interest with respect to any Bond may registered as of each Record Date in the name of Cede & Co. shall be authorized and issued made by wire transfer of same-day funds to the account of Cede & Co. on the payment date for the Bonds at the address indicated on the Record Date for Cede & Co. in the Registration Books or as a Book-Entry Bondotherwise provided in the Representation Letter. (b) For all The Bonds shall be initially issued in the form of 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 Registration Books in the name of Cede & Co., as nominee of DTC. The Paying Agent and the District may treat DTC (or its nominee) as the sole and exclusive Owner of the Bonds registered in its name for the purposes of payment of the principal of, premium, if any, and interest on the Bonds, selecting the Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to Owners of Bonds under this IndenturePaying Agent Agreement, registering the Owner transfer of a Book-Entry Bond shall Bonds, obtaining any consent or other action to be the Securities Depository therefor taken by Owners of Bonds and neither the Issuerfor all other purposes whatsoever, the Trustee, and the Paying Agent, Agent and the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar District shall have not be affected by any responsibility or obligation notice to the beneficial owner of such Bond or to any direct or indirect participant in such Securities Depository, except as expressly provided in this Indenturecontrary. Without limiting The Paying Agent and the generality of the foregoing, neither the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar District shall not have any responsibility or obligation to any such participant or to the beneficial owner of Participant, any person claiming a Book-Entry Bond with respect to (i) the accuracy of the records of the Securities Depository or any participant with respect to any beneficial ownership interest in such Bondthe Bonds under or through DTC or any Participant, (ii) the delivery to any participant of the Securities Depository, the beneficial owner of such Bond or any other personperson which is not shown on the Registration Books as being an Owner, other than the Securities Depository, of any notice with respect to such Bond, including any notice of the redemption or purchase thereof, or (iii) the payment to any participant of the Securities Depository, the beneficial owner of such Bond or any other person, other than the Securities Depository, of any amount with respect to the principalaccuracy of any records maintained by DTC or any Participant; the payment by DTC or any Participant of any amount in respect of the principal of, redemption pricepremium, if applicable, or purchase price of, or interest on, such Bond. The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent and the Registrar may treat the Securities Depository therefor as, and deem such Securities Depository to be, the absolute owner of a Book-Entry Bond for all purposes whatsoever, including, but not limited to, (1) payment of the principal, redemption price, if applicable, or purchase price ofany, and interest on, such Bond, (2) giving notices on the Bonds; any notice which is permitted or required to be given to Owners of Bonds under this Paying Agent Agreement; the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of the Bonds; or purchase and any consent given or other action taken by DTC as Owner of other matters with respect to such Bond, (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 whatsoeverBonds. The Trustee, acting as Paying Agent, Agent shall pay the all principal or redemption priceof, premium, if applicable, ofany, and interest on, a Book-Entry Bond, and on the Trustee, acting as Tender Agent, shall pay the purchase price of a Book-Entry BondBonds, only to or upon the order of the Securities Depository thereforDTC, and all such payments shall be valid and effective to fully satisfy fully and discharge the IssuerCounty and the District’s obligations with respect to such the principal or redemption price or purchase priceof, premium, if any, and interest, interest on the Bonds to the extent of the sum or sums so paid. Except as otherwise provided in subsection under the conditions of (dc) of this Section 2.13Section, no person other than the Securities Depository 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 Bond or other instrument evidencing the Issuer’s obligation to make payments new nominee in place of the principal, redemption price or purchase price thereofCede & Co., and interest thereonsubject 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. (c) The IssuerIn the event (i) DTC, 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 including any successor as securities depository if for the Issuer Bonds, determines that (i) not to continue to act as securities depository for the Securities Depository is unable to discharge its responsibilities with respect to such Bond Bonds; or (ii) the District determines that the incumbent securities depository shall no longer so act, and delivers a continuation of written certificate to the requirement Paying Agent to that all of 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 issued 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 Book-Entry Bonds be provided herein, portion thereof, registered in the registration books of the Issuer kept by the Trustee in the name of such successor or substitute qualified securities depository, or its nominee, or make such other arrangement acceptable to the Securities Depository is District and the Paying Agent and the successor securities depository for the Bonds as are not in inconsistent with the best interests terms of this Paying Agent Agreement. If the District fails to identify another qualified successor securities depository of the beneficial owners of such Bonds or of to replace the Issuer. (d) Upon incumbent securities depository, then 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 Bonds shall no longer be restricted to being registered in the registration books of the Issuer kept by the Trustee Registration Books in the name of a Securities Depositorythe 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 designate. In such event the event that Paying Agent shall authenticate and deliver a Book-Entry 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 shall no longer be restricted to being is registered in the registration books of the Issuer kept by the Trustee in the name of a Securities DepositoryDTC, (i) or its nominee, all payments with respect to the Issuer shall execute and the Trustee shall authenticate and deliverprincipal of, upon presentation and surrender of the Book-Entry Bondpremium, Bond certificates as requested by the Securities Depository so terminated of like principal amountif any, maturity and interest rate, in Authorized Denominations, to the identifiable beneficial owners in replacement of on such beneficial owners’ beneficial ownership interests in such Book-Entry Bond and (ii) the Trustee all notices with respect to such Bond shall notify the Remarketing Agentbe made and given, the Auction Agent and the Borrower that the Bonds are no longer restricted to being registered respectively, as provided 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 BondsRepresentation Letter. (e) Anything in this Indenture In connection with any notice or other communication to the contrary notwithstanding, payment be provided to Owners of the redemption price of a Book-Entry Bond, Bonds pursuant to this Paying Agent Agreement by the District or portion thereof, called for redemption prior the Paying Agent with respect to maturity may be paid to the Securities Depository by wire transfer of immediately available funds. Anything in the Indenture to the contrary notwithstanding, such redemption price may be paid without presentation and surrender to the Trustee, as Paying Agent, of the Book-Entry Bond, any consent or portion thereof, called for redemption; provided, however, that payment of (a) the principal payable at maturity of a Book-Entry Bond and (b) the redemption price of a Book-Entry Bond as to 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 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 action to be necessary or desirable taken by the Issuer or the Securities Depository). Anything in this Indenture to the contrary notwithstanding, upon any such payment to the Securities Depository without presentation and surrender, for all purposes of (i) the Book-Entry Bond as to which such payment has been made and (ii) this IndentureOwners, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so paid. In such event, the Trustee shall notify forthwith the Remarketing Agent District or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made, and the principal amount of such Bond so paid, and the Trustee shall note such payment on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (f) For all purposes of this Indenture authorizing or permitting the purchase of Bonds, or portions thereof, by, or for the account of, the Issuer for cancellation, and anything in the Indenture to the contrary notwithstanding, a portion of a Book-Entry Bond may be deemed to have been purchased and cancelled without surrender thereof upon delivery to the Trustee of a certificate executed by the Issuer and a participant of the Securities Depository therefor to the effect that a beneficial ownership interest in such Bond, in the principal amount stated therein, has been purchased by, or for the account of, the Issuer through the participant of the Securities Depository executing such certificate; provided, however, that any purchase for cancellation of the entire principal amount of a Book-Entry Bond shall be effective for purposes of the Indenture only upon surrender of such Book-Entry Bond to the Paying Agent; and provided, further, that no portion of a Book-Entry Bond may be deemed to have been so purchased and cancelled without surrender thereof unless such Book-Entry Bond shall contain or have endorsed thereon the legend referred to in subsection (e) of this Section 2.13. Anything in the Indenture to the contrary notwithstanding, upon delivery of any such certificate to the Trustee, for all purposes of (i) the Book-Entry Bond to which such certificate relates and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so purchased. In such event, the Trustee shall immediately notify the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made and the amount thereof and shall note such reduction in principal amount of such Book-Entry Bond Outstanding on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (g) Anything in this Indenture to the contrary notwithstanding, a Securities Depository may make a notation on a Book-Entry Bond (i) redeemed in part or (ii) purchased by, or for the account of, the Issuer in part for cancellation, to reflect, for informational purposes only, the date of such redemption or purchase and the principal amount thereof redeemed or deemed cancelled, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in subsection (e) or (f) of this Section 2.13, as the case may be. (h) Anything , shall establish a record date for such consent or other action and give DTC notice of such record date not less than 15 calendar days in this Indenture advance of such record date 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 Bondextent possible. (i) The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent may enter into an agreement with a Securities Depository for the Bonds providing for procedures for the registration, payment, tender and delivery of notices relating to the Bonds, provided that the terms of such agreement shall not be inconsistent with the terms of this Indenture. Any such agreement may provide that (i) such Securities Depository is not required to present a Bond to the Trustee in order to receive a partial payment of principal; (ii) a Bond need not be delivered to the Trustee in order for a tender of such Bond pursuant to Article IV of this Indenture to be effective or in order for the purchase price of such tendered Bond to be paid and that notice of tender of a Bond for purchase pursuant to Article IV hereof may be given to the Trustee by a beneficial owner of a Bond or a direct participant of the Securities Depository; (iii) a legend with respect to the registration of the Bond in the name of the Securities Depository shall appear on each Bond so long as the Bonds are subject to such agreement; and (iv) different provisions for notices to such Securities Depository may be set forth therein; and such provisions shall be binding on the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent for so long as such Securities Depository is the Securities Depository for Book-Entry Bonds hereunder.

Book-Entry System. (a) Anything in this Indenture to the contrary notwithstanding, any Bond may The Certificates shall initially be authorized executed and issued delivered as a Book-Entry BondCertificates, and the Certificates for each stated Principal Payment Date shall be in the form of a separate single fully registered Certificate (which may be typewritten). The ownership of each Book-Entry Certificate shall be registered in the Registration Books in the name of the Nominee, as nominee of the Depository. Payment of principal or interest evidenced by any Book-Entry Certificate registered in the name of the Nominee shall be made on the applicable Interest Payment Date or Principal 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 Nominee. Such payments shall be made to the Nominee at the address which is, on the Record Date, shown for the Nominee in the Registration Books. (b) For all purposes of this Indenture, the Owner of a With respect to Book-Entry Bond shall be the Securities Depository therefor and neither the IssuerCertificates, the TrusteeCounty, the Paying Agent, Corporation and the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar Trustee shall have any responsibility or obligation to the beneficial owner of such Bond or to any direct or indirect participant in such Securities Depository, except as expressly provided in this Indenture. Without limiting the generality of the foregoing, neither the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar shall have any no responsibility or obligation to any such participant Participant or to the beneficial owner any person on behalf of which such a Participant holds an interest in such Book-Entry Bond Certificates. Without limiting the immediately preceding sentence, the County, the Corporation and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Securities Depository Depository, the Nominee or any participant Participant with respect to any beneficial ownership interest in such Bond, Book-Entry Certificates, (ii) the delivery to any participant of the Securities Depository, the beneficial owner of such Bond Participant or any other person, other than an Owner as shown in the Securities DepositoryRegistration Books, of any notice with respect to such BondBook-Entry Certificates, including any notice of the redemption or purchase thereofprepayment, or (iii) the selection by the Depository and its Participants of the beneficial interests in Book-Entry Certificates to be prepaid in the event Certificates are prepaid in part, (iv) the payment to any participant of the Securities Depository, the beneficial owner of such Bond Participant or any other person, other than an Owner as shown in the Securities DepositoryRegistration Books, of any amount with respect to the principal, redemption pricepremium, if applicable, or purchase price ofany, or interest on, such Bond. The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent and the Registrar may treat the Securities Depository therefor as, and deem such Securities Depository to be, the absolute owner of a evidenced by Book-Entry Bond Certificates, or (v) any consent given or other action taken by the Depository as Owner. (c) The County, the Corporation and the Trustee may treat and consider the person in whose name each Book-Entry Certificate is registered in the Registration Books as the absolute Owner of such Book-Entry Certificate for all purposes whatsoever, including, but not limited to, (1) the purpose of payment of the principal, redemption priceprepayment premium, if applicable, or purchase price ofany, and interest onevidenced by such Certificate, such Bondfor the purpose of selecting any Certificates, (2) or portions thereof, to be prepaid, for the purpose of giving notices of redemption or purchase prepayment and of other matters with respect to such BondCertificate, (3) for the purpose of registering transfers with respect to such Bond as permitted hereby Certificate, for the purpose of obtaining any consent or other action to be taken by Owners and (4) except as expressly provided in this Indenturefor all other purposes whatsoever, giving and the County, the Corporation and the Trustee shall not be affected by any notice to the Issuercontrary. (d) In the event of a prepayment of all or a portion of a Certificate, the TrusteeDepository, in its discretion, (i) may request the Paying AgentTrustee to execute and deliver a new Certificate, or (ii) if DTC is the Tender Agentsole Owner of such Certificate, shall make an appropriate notation on the Remarketing AgentCertificate indicating the date and amounts of the reduction in principal evidenced thereby resulting from such prepayment, except in the Auction Agent or the Registrar any noticecase of final payment, consent, request or demand pursuant in which case such Certificate must be presented to the Indenture for any purpose whatsoever. Trustee prior to payment. (e) The Trustee, acting as Paying Agent, Trustee shall pay the principal or redemption priceall principal, premium, if applicable, ofany, and interest on, a Book-Entry Bond, and evidenced by the Trustee, acting as Tender Agent, shall pay the purchase price of a Book-Entry Bond, Certificates only to or “upon the order of” (as that term is used in the Uniform Commercial Code as adopted in the State of California) the Securities Depository thereforrespective Owner, as shown in the Registration Books, or such Owner’s respective attorney duly authorized in writing, and all such payments shall be valid and effective to fully satisfy fully and discharge the Issuer’s obligations with respect to such principal or redemption price or purchase pricepayment of principal, premium, if any, and interest, interest evidenced by the Certificates to the extent of the sum or sums so paid. Except as otherwise provided in subsection (d) of this Section 2.13, no No person other than an Owner, as shown in the Securities Depository Registration Books, shall receive a Bond or other instrument Certificate evidencing the Issuer’s obligation to make payments of the principal, redemption price or purchase price thereofpremium, if any, and interest thereonevidenced by the Certificates. Upon delivery by the Depository to the Owners, the Trustee and the County 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 Trust Agreement shall refer to such nominee of the Depository. (cf) The Issuer, by notice In order 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 qualify the Book-Entry Bonds Certificates for which such Securities the Depository’s book-entry system, the County shall execute and deliver to the Depository serves as securities depository if a Letter of Representations. The execution and delivery of a Letter of Representations shall not in any way impose upon the Issuer determines that (i) Corporation, the Securities Depository is unable to discharge its responsibilities County or the Trustee any obligation whatsoever with respect to persons having interests in such Bond or (ii) a continuation of the requirement that all of the Bonds issued as Book-Entry Bonds be registered in Certificates other than the registration books Owners, as shown on the Registration Books. Such Letter of Representations may provide the Issuer kept 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 County, the County, the Corporation and the Trustee in shall take such other actions, not inconsistent with this Trust Agreement, as are reasonably necessary to qualify Book- Entry Certificates for the name of Depository’s book-entry program. (g) In the Securities Depository event the County determines that it is not in the best interests of the beneficial owners Beneficial Owners that they be able to obtain certificated Certificates and that such Certificates should therefore be made available and notifies the Depository and the Trustee of such Bonds or determination, the Depository will notify the Participants of the Issuer. availability through the Depository of certificated Certificates. In such event, the Trustee shall transfer and exchange certificated Certificates as requested by the Depository and any other Owners in appropriate amounts. In the event (di) Upon the termination of the services of a Securities Depository with respect determines not to a continue to act as securities depository for Book-Entry Bond pursuant to clause Certificates, or (ii) of subsection (c) of this Section 2.13, such Bond the Depository shall no longer so act and gives notice to the Trustee of such determination, then the County shall be restricted discontinue the Book-Entry system with the Depository. If the County determines to being replace the Depository with another qualified securities depository, the County shall prepare or direct the preparation of a new single, separate, fully registered in the registration books kept by the Registrar Certificate for each stated Principal Payment Date of such Book-Entry Certificates, registered 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 such successor or substitute qualified 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 termsor its nominee. If no such successor can be found within such periodthe County fails to identify another qualified securities depository to replace the Depository, such Book-Entry Bond then the Certificates shall no longer be restricted to being registered in the registration books of the Issuer kept by the Trustee Registration Books in the name of a Securities Depository. In the event that a Book-Entry Bond Nominee, but shall no longer be restricted to being registered in whatever name or names the registration books Owners transferring or exchanging such Certificates shall designate, in accordance with the provisions of Sections 2.07 and 2.09 hereof. Whenever the Issuer kept by Depository requests the Trustee County to do so, the County will cooperate with the Depository in the name of a Securities Depository, taking appropriate action after reasonable notice (i) the Issuer shall execute and the Trustee shall authenticate and deliver, upon presentation and surrender of to make available one or more separate certificates evidencing 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, Certificates to the identifiable beneficial owners in replacement of such beneficial owners’ beneficial ownership interests in such any Participant having Book-Entry Bond Certificates credited to its account with the Depository, 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 arrange for another securities depository to maintain custody of the Issuer kept by the Trustee in the name of a Securities Depository; provided, however that such registration shall not be terminated by the Issuer or the Borrower without an opinion of Bond Counsel confirming that such termination of registration will not adversely affect the Tax-Exempt status of any Bonds. (e) Anything in this Indenture to the contrary notwithstanding, payment of the redemption price of a Book-Entry Bond, or portion thereof, called for redemption prior to maturity may be paid to the Securities Depository by wire transfer of immediately available funds. Anything in the Indenture to the contrary notwithstanding, such redemption price may be paid without presentation and surrender to the Trustee, as Paying Agent, of certificates evidencing the Book-Entry Bond, or portion thereof, called for redemption; provided, however, that payment of (a) the principal payable at maturity of a Book-Entry Bond and (b) the redemption price of a Book-Entry Bond as to 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 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 the Issuer or the Securities Depository). Anything in this Indenture to the contrary notwithstanding, upon any such payment to the Securities Depository without presentation and surrender, for all purposes of (i) the Book-Entry Bond as to which such payment has been made and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so paid. In such event, the Trustee shall notify forthwith the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made, and the principal amount of such Bond so paid, and the Trustee shall note such payment on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (f) For all purposes of this Indenture authorizing or permitting the purchase of Bonds, or portions thereof, by, or for the account of, the Issuer for cancellation, and anything in the Indenture to the contrary notwithstanding, a portion of a Book-Entry Bond may be deemed to have been purchased and cancelled without surrender thereof upon delivery to the Trustee of a certificate executed by the Issuer and a participant of the Securities Depository therefor to the effect that a beneficial ownership interest in such Bond, in the principal amount stated therein, has been purchased by, or for the account of, the Issuer through the participant of the Securities Depository executing such certificate; provided, however, that any purchase for cancellation of the entire principal amount of a Book-Entry Bond shall be effective for purposes of the Indenture only upon surrender of such Book-Entry Bond to the Paying Agent; and provided, further, that no portion of a Book-Entry Bond may be deemed to have been so purchased and cancelled without surrender thereof unless such Book-Entry Bond shall contain or have endorsed thereon the legend referred to in subsection (e) of this Section 2.13. Anything in the Indenture to the contrary notwithstanding, upon delivery of any such certificate to the Trustee, for all purposes of (i) the Book-Entry Bond to which such certificate relates and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so purchased. In such event, the Trustee shall immediately notify the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made and the amount thereof and shall note such reduction in principal amount of such Book-Entry Bond Outstanding on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (g) Anything in this Indenture to the contrary notwithstanding, a Securities Depository may make a notation on a Book-Entry Bond (i) redeemed in part or (ii) purchased by, or for the account of, the Issuer in part for cancellation, to reflect, for informational purposes only, the date of such redemption or purchase and the principal amount thereof redeemed or deemed cancelled, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in subsection (e) or (f) of this Section 2.13, as the case may beCertificates. (h) Anything in Notwithstanding any other provision of this Indenture Trust Agreement to the contrary notwithstandingcontrary, in if DTC is the case sole Owner of a the Certificates, so long as any Book-Entry BondCertificate is registered in the Registration Books in the name of the Nominee, the Issuer all payments of principal, premium, if any, and interest evidenced by such Certificate and all notices with respect to such Certificate shall be authorized to redeem or purchase (by or for the account of the Issuer) less than all of the entire Outstanding principal amount thereofmade and given, and respectively, as provided in the event Letter of such partial defeasance, redemption, purchase Representations or refunding, as otherwise instructed by 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 BondDepository. (i) The IssuerIn connection with any notice or other communication to be provided to Owners pursuant to this Trust Agreement by the County, the Corporation or the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent may enter into an agreement with a Securities Depository for the Bonds providing for procedures for the registration, payment, tender and delivery of notices relating to the Bonds, provided that the terms of such agreement shall not be inconsistent with the terms of this Indenture. Any such agreement may provide that (i) such Securities Depository is not required to present a Bond to the Trustee in order to receive a partial payment of principal; (ii) a Bond need not be delivered to the Trustee in order for a tender of such Bond pursuant to Article IV of this Indenture to be effective or in order for the purchase price of such tendered Bond to be paid and that notice of tender of a Bond for purchase pursuant to Article IV hereof may be given to the Trustee by a beneficial owner of a Bond or a direct participant of the Securities Depository; (iii) a legend with respect to any consent or other action to be taken by Owners, the registration Trustee shall establish a record date for such consent or other action and give the Depository notice of such record date no later than 15 calendar days in advance of such record date to the extent possible. Notice to the Depository shall be given only when DTC is the sole Owner of the Bond in the name of the Securities Depository shall appear on each Bond so long as the Bonds are subject to such agreement; and (iv) different provisions for notices to such Securities Depository may be set forth therein; and such provisions shall be binding on the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent for so long as such Securities Depository is the Securities Depository for Book-Entry Bonds hereunderCertificates.

Book-Entry System. (a) Anything All Bonds shall be initially issued in this Indenture to the contrary notwithstandingform of a separate single certificated fully registered Bond for each maturity date of the Bonds. Upon initial issuance, any the ownership of each Bond may shall be authorized and issued registered in the Bond Register in the name of Cede & Co., as a Book-Entry Bondnominee of DTC. Except as provided in Section 2.10(d) hereof, all Outstanding Bonds shall be registered in the Bond Register in the name of Cede & Co., as nominee of DTC. (b) For all purposes With respect to Bonds registered in the Bond Register in the name of this IndentureCede & Co., as nominee of DTC, the Owner of a Book-Entry Bond shall be Authority and the Securities Depository therefor and neither the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar Trustee shall have any no responsibility or obligation to the beneficial owner of such Bond or to any direct or indirect participant in such Securities Depository, except as expressly provided in this Indenture. Without limiting the generality of the foregoing, neither the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar shall have any responsibility or 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 the Securities Depository DTC, Cede & Co. or any participant DTC Participant with respect to any beneficial ownership interest in such Bondthe Bonds, (ii) the delivery to any participant of the Securities Depository, the beneficial owner of such Bond DTC Participant or any other person, other than an Owner, as shown in the Securities DepositoryBond Register, of any notice with respect to such Bondthe Bonds, including any notice of the redemption or purchase thereofredemption, or (iii) the payment to any participant of the Securities Depository, the beneficial owner of such Bond DTC Participant or any other person, other than an Owner, as shown in the Securities DepositoryBond Register, of any amount with respect to the principalprincipal of, redemption pricepremium, if applicableany, or purchase price of, or interest on, such Bondon the Bonds. The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent Authority and the Registrar Trustee may treat and consider the Securities Depository therefor as, person in whose name each Bond is registered in the Bond Register as the holder and deem such Securities Depository to be, the absolute owner of a Book-Entry such Bond for all purposes whatsoever, including, but not limited to, (1) the purpose of payment of the principal, redemption pricepremium, if applicable, or purchase price ofany, and interest on, on such Bond, (2) for the purpose of giving notices of redemption or purchase and of other matters with respect to such Bond, (3) for the purpose of registering transfers with respect to such Bond as permitted hereby Bond, 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 all other purposes whatsoever. The Trustee, acting as Paying Agent, Trustee shall pay the all principal or redemption priceof, premium, if applicable, ofany, and interest on, a Book-Entry Bond, and on the Trustee, acting as Tender Agent, shall pay the purchase price of a Book-Entry Bond, Bonds only to or upon the order of the Securities Depository thereforrespective Owners, as shown in the Bond Register, as provided in Section 2.08 hereof, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy fully and discharge the IssuerAuthority’s obligations with respect to such payment of principal or redemption price or purchase priceof, premium, if any, and interest, interest on 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 No person other than an Owner, as shown in the Securities Depository Bond Register, shall receive a certificated Bond or other instrument evidencing the Issuer’s obligation of the Authority to make payments of the principal, redemption price or purchase price thereofpremium, if any, and interest thereonpursuant to this Indenture. 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 shall refer to such new nominee of DTC. (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 delivery of the BorrowerRepresentation 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, and shall, at as shown on the written direction of an Authorized Borrower Representative, terminate Bond Register. The Trustee shall take all action necessary for all representations in the services of such Securities Depository Representation Letter 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 Trustee to discharge its responsibilities be complied with respect to such Bond or (ii) a continuation of the requirement that at 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 Issuertimes. (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 DTC may determine 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) Anything in this Indenture to the contrary notwithstanding, payment of the redemption price of a Book-Entry Bond, or portion thereof, called for redemption prior to maturity may be paid to the Securities Depository by wire transfer of immediately available funds. Anything in the Indenture to the contrary notwithstanding, such redemption price may be paid without presentation and surrender to the Trustee, as Paying Agent, of the Book-Entry Bond, or portion thereof, called for redemption; provided, however, that payment of (a) the principal payable at maturity of a Book-Entry Bond and (b) the redemption price of a Book-Entry Bond as to 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 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 the Issuer or the Securities Depository). Anything in this Indenture to the contrary notwithstanding, upon any such payment to the Securities Depository without presentation and surrender, for all purposes of (i) the Book-Entry Bond as to which such payment has been made and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so paid. In such event, the Trustee shall notify forthwith the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made, and the principal amount of such Bond so paid, and the Trustee shall note such payment on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (f) For all purposes of this Indenture authorizing or permitting the purchase of Bonds, or portions thereof, by, or for the account of, the Issuer for cancellation, and anything in the Indenture to the contrary notwithstanding, a portion of a Book-Entry Bond may be deemed to have been purchased and cancelled without surrender thereof upon delivery to the Trustee of a certificate executed by the Issuer and a participant of the Securities Depository therefor to the effect that a beneficial ownership interest in such Bond, in the principal amount stated therein, has been purchased by, or for the account of, the Issuer through the participant of the Securities Depository executing such certificate; provided, however, that any purchase for cancellation of the entire principal amount of a Book-Entry Bond shall be effective for purposes of the Indenture only upon surrender of such Book-Entry Bond to the Paying Agent; and provided, further, that no portion of a Book-Entry Bond may be deemed to have been so purchased and cancelled without surrender thereof unless such Book-Entry Bond shall contain or have endorsed thereon the legend referred to in subsection (e) of this Section 2.13. Anything in the Indenture to the contrary notwithstanding, upon delivery of any such certificate to the Trustee, for all purposes of (i) the Book-Entry Bond to which such certificate relates and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so purchased. In such event, the Trustee shall immediately notify the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made and the amount thereof and shall note such reduction in principal amount of such Book-Entry Bond Outstanding on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (g) Anything in this Indenture to the contrary notwithstanding, a Securities Depository may make a notation on a Book-Entry Bond (i) redeemed in part or (ii) purchased by, or for the account of, the Issuer in part for cancellation, to reflect, for informational purposes only, the date of such redemption or purchase and the principal amount thereof redeemed or deemed cancelled, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in subsection (e) or (f) of this Section 2.13, as the case may be. (h) Anything in this Indenture to the contrary notwithstanding, in the case of a Book-Entry Bond, the Issuer shall be authorized to redeem or purchase (by or for the account of the Issuer) less than all of the entire Outstanding principal amount thereof, and in the event of such partial defeasance, redemption, purchase or refunding, the provisions of the Indenture relating to the defeasance, redemption, purchase or refunding of a Bond or Bonds shall be deemed to refer to the defeasance, redemption, purchase or refunding of a portion of a Bond. (i) The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent may enter into an agreement with a Securities Depository for the Bonds discontinue providing for procedures for the registration, payment, tender and delivery of notices relating to the Bonds, provided that the terms of such agreement shall not be inconsistent with the terms of this Indenture. Any such agreement may provide that (i) such Securities Depository is not required to present a Bond to the Trustee in order to receive a partial payment of principal; (ii) a Bond need not be delivered to the Trustee in order for a tender of such Bond pursuant to Article IV of this Indenture to be effective or in order for the purchase price of such tendered Bond to be paid and that notice of tender of a Bond for purchase pursuant to Article IV hereof may be given to the Trustee by a beneficial owner of a Bond or a direct participant of the Securities Depository; (iii) a legend its services with respect to the registration of Bonds at any time by giving written notice to the Bond in the name of the Securities Depository shall appear on each Bond so long as the Bonds are subject to such agreement; and (iv) different provisions for notices to such Securities Depository may be set forth therein; and such provisions shall be binding on the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent Authority and the Auction Agent for so long as such Securities Depository is the Securities Depository for Book-Entry Bonds hereunderTrustee and discharging its responsibilities with respect thereto under applicable law.

Book-Entry System. (a) Anything The Issuer may determine that the Bonds will be held by a central depository system pursuant to an agreement between the Issuer and The Depository Trust Company, and have transfers of the Bonds effected by book-entry on the books of the central depository system. The Bonds shall be initially issued in this Indenture 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 notwithstandingcontrary, so long as any Series 20 Bond may be authorized is registered in the name of CEDE & CO. as nominee of the Depository Trust Company, all payments with respect to the principal of and issued as a Book-Entry Bond. (b) For premium, if any, and interest on such Series 20 Bond and all purposes of this Indenture, the Owner of a Book-Entry notices with respect to such Series 20 Bond shall be made and given, respectively, to the Securities Depository therefor and neither Trust Company as provided in a representation letter from the IssuerIssuer to the Depository Trust Company. With respect to the Bonds registered in the register kept by the Paying Agent in the name of CEDE & CO., as nominee of The Depository Trust Company, the Trustee, Issuer and the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar shall have any responsibility or obligation to the beneficial owner of such Bond or to any direct or indirect participant in such Securities Depository, except as expressly provided in this Indenture. Without limiting the generality of the foregoing, neither the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar shall have any no responsibility or obligation to any such participant other holders or to the owners (including any beneficial owner (“Beneficial Owner”), of a Book-Entry Bond the Bonds with respect to (i) the accuracy of the records of the Securities The Depository Trust Company, CEDE & CO., or any participant Beneficial Owner with respect to any beneficial ownership interest in such Bondquestions, (ii) the delivery to any participant of the Securities Depository, the beneficial owner of such Bond bondholder (including any Beneficial Owner) or any other person, other than the Securities DepositoryThe Depository Trust Company, of any notice with respect to such Bond, the Bonds including any notice of the redemption or purchase thereofredemption, or (iii) the payment to any participant of the Securities Depository, the beneficial owner of such Bond Bondholder (including any Beneficial Owner) or any other person, other than the Securities DepositoryThe Depository Trust Company, of any amount with respect to the principal, redemption price, if applicable, or purchase price principal of, or premium, if any, or interest onon the Bonds except as otherwise provided herein. No person other than The Depository Trust Company shall receive an authenticated Bond evidencing an obligation of the Issuer to make payments of the principal of and premium, such Bondif any, and interest on the Bonds pursuant to the Indenture. The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent Issuer and the Registrar and Paying Agent may treat the Securities Depository therefor as, as and deem such Securities The Depository Trust Company or CEDE & CO. to be, be the absolute owner bondholder of a Book-Entry Bond each of the Bonds for all purposes whatsoever, including, but not limited to, the purpose of (1i) payment of the principal, redemption priceprincipal of and premium, if applicable, or purchase price ofany, and interest on, on such Bond, Bonds; (2ii) giving notices of redemption or purchase and of other matters notices permitted to be given to Bondholders with respect to such Bond, Bonds; (3iii) registering transfers with respect to such Bond as Bonds; (iv) obtaining any consent or other action required or permitted hereby to be taken of or by Bondholders; (v) voting; and (4vi) 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 all other purposes whatsoever. The Trustee, acting as Paying Agent, Agent shall pay the all principal or redemption priceof and premium, if applicable, ofany, and interest on, a Book-Entry Bond, and on the Trustee, acting as Tender Agent, shall pay the purchase price of a Book-Entry Bond, Bonds only to or upon the order of the Securities The Depository thereforTrust Company, and all such payments shall be valid and effective fully to satisfy fully and discharge the Issuer’s and the Paying Agent’s obligations with respect to such principal or redemption price or purchase priceof and premium, if any, and interest, interest on the Bonds to the extent of the sum or sums so paid. Except as otherwise provided in subsection (d) Upon delivery by The Depository Trust Company to the Issuer 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 written notice to the Trusteeeffect that The Depository Trust Company has determined to substitute a new nominee in place of CEDE & CO., and subject to the provisions herein with respect to consents, the Paying Agentwords “CEDE & CO.” in this Indenture shall refer to such new nominee of The Depository Trust Company. Notwithstanding any other provision hereof to the contrary, so long as any Bond is registered in the Tender Agentname of CEDE & CO. as nominee of The Depository Trust Company, 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 all payments with respect to the Book-Entry Bonds for which principal of and premium, if any, and interest on such Securities Depository serves as securities depository if the Issuer determines that (i) the Securities Depository is unable to discharge its responsibilities Bond and all notices with respect to such Bond or (ii) shall be made and given, respectively, to The Depository Trust Company as provided in a continuation of the requirement that all of the Bonds issued as Book-Entry Bonds be registered in the registration books of representation letter from the Issuer kept to The Depository Trust Company. Upon receipt by the Trustee in Issuer of written notice from The Depository Trust Company to the name 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 Securities The 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 Trust Company hereunder can 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, found which is willing and able to undertake the such 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 then the Bonds shall no longer be restricted to being registered in the registration books register of the Issuer kept by the Trustee Registrar in the name of a Securities DepositoryCEDE & CO., as nominee of The Depository Trust Company, but may be registered in whatever name or names the Bondholders transferring or exchanging Bonds shall designate, in accordance with the provisions of the Indenture. If the Issuer determines that it is in the best interest of the Bondholders that they be able to obtain certificates for the fully registered Bonds, the Issuer may notify The Depository Trust Company and the Registrar, whereupon The Depository Trust Company will notify the Beneficial Owners of the availability through The Depository Trust Company of certificates for the Bonds. In such event, the event that a Book-Entry Bond Registrar shall prepare, authenticate, transfer and exchange certificates for the Bonds as requested by The Depository Trust Company and any Beneficial Owners in appropriate amounts, and whenever The Depository Trust Company requests the Issuer and the Registrar to do so, the Registrar and the Issuer will cooperate with The Depository Trust Company by taking appropriate action after reasonable notice (i) to make available one or more separate certificates evidencing the fully registered Bonds of any Beneficial Owner’s Depository Trust Company account or (ii) to arrange for another securities depository to maintain custody of certificates for and evidencing the Bonds. If the Bonds shall no longer be restricted to being registered in the registration books of the Issuer kept by the Trustee in the name of a Securities Depositorydepository trust company, (i) the Issuer Registrar shall execute and cause 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, Bonds to be printed in Authorized Denominations, to the identifiable beneficial owners in replacement of such beneficial owners’ beneficial ownership interests blank in such Book-Entry Bond and (ii) number as the Trustee Registrar shall notify the Remarketing Agent, the Auction Agent and the Borrower that the Bonds are no longer restricted determine 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 necessary or the Borrower without an opinion of Bond Counsel confirming that such termination of registration will not adversely affect the Tax-Exempt status of any Bonds. (e) Anything in this Indenture to the contrary notwithstanding, payment of the redemption price of a Book-Entry Bond, or portion thereof, called for redemption prior to maturity may be paid to the Securities Depository by wire transfer of immediately available funds. Anything in the Indenture to the contrary notwithstanding, such redemption price may be paid without presentation and surrender to the Trustee, as Paying Agent, of the Book-Entry Bond, or portion thereof, called for redemptioncustomary; provided, however, that payment of (a) the principal payable at maturity of a Book-Entry Bond Registrar shall not be required to have such Bonds printed until it shall have received from the Issuer indemnification for all costs and (b) the redemption price of a Book-Entry Bond as to which the entire principal amount thereof has been called for redemption shall be payable only upon presentation and surrender of expenses associated with such Book-Entry Bond to the 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 printing. In connection with any notice 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 communication to be necessary or desirable provided to Bondholders by the Issuer or the Securities Depository). Anything in this Indenture Registrar with respect to the contrary notwithstanding, upon any such payment consent or other action to the Securities Depository without presentation and surrender, for all purposes of (i) the Book-Entry Bond as to which such payment has been made and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically taken by the principal amount so paid. In such event, the Trustee shall notify forthwith the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made, and the principal amount of such Bond so paid, and the Trustee shall note such payment on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (f) For all purposes of this Indenture authorizing or permitting the purchase of Bonds, or portions thereof, by, or for the account ofBondholders, the Issuer for cancellation, and anything in the Indenture to the contrary notwithstanding, a portion of a Book-Entry Bond may be deemed to have been purchased and cancelled without surrender thereof upon delivery to the Trustee of a certificate executed by the Issuer and a participant of the Securities Depository therefor to the effect that a beneficial ownership interest in such Bond, in the principal amount stated therein, has been purchased by, or for the account of, the Issuer through the participant of the Securities Depository executing such certificate; provided, however, that any purchase for cancellation of the entire principal amount of a Book-Entry Bond shall be effective for purposes of the Indenture only upon surrender of such Book-Entry Bond to the Paying Agent; and provided, further, that no portion of a Book-Entry Bond may be deemed to have been so purchased and cancelled without surrender thereof unless such Book-Entry Bond shall contain or have endorsed thereon the legend referred to in subsection (e) of this Section 2.13. Anything in the Indenture to the contrary notwithstanding, upon delivery of any such certificate to the Trustee, for all purposes of (i) the Book-Entry Bond to which such certificate relates and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so purchased. In such event, the Trustee shall immediately notify the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made and the amount thereof and shall note such reduction in principal amount of such Book-Entry Bond Outstanding on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (g) Anything in this Indenture to the contrary notwithstanding, a Securities Depository may make a notation on a Book-Entry Bond (i) redeemed in part or (ii) purchased by, or for the account of, the Issuer in part for cancellation, to reflect, for informational purposes only, the date of such redemption or purchase and the principal amount thereof redeemed or deemed cancelled, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in subsection (e) or (f) of this Section 2.13Registrar, 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 (h15) Anything calendar days in this Indenture advance of such record date to the contrary notwithstanding, in the case of a Book-Entry Bond, the Issuer shall be authorized to redeem or purchase (by or for the account of the Issuer) less than all of the entire Outstanding principal amount thereof, and in the event of such partial defeasance, redemption, purchase or refunding, the provisions of the Indenture relating to the defeasance, redemption, purchase or refunding of a Bond or Bonds shall be deemed to refer to the defeasance, redemption, purchase or refunding of a portion of a Bond. (i) The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent may enter into an agreement with a Securities Depository for the Bonds providing for procedures for the registration, payment, tender and delivery of notices relating to the Bonds, provided that the terms of such agreement shall not be inconsistent with the terms of this Indentureextent possible. Any such agreement may provide that (i) such Securities Depository is not required to present a Bond to the Trustee in order to receive a partial payment of principal; (ii) a Bond need not be delivered to the Trustee in order for a tender of such Bond pursuant to Article IV of this Indenture to be effective or in order for the purchase price of such tendered Bond to be paid and that notice of tender of a Bond for purchase pursuant to Article IV hereof may be given to the Trustee by a beneficial owner of a Bond or a direct participant of the Securities Depository; (iii) a legend with respect to the registration of the Bond in the name of the Securities Depository shall appear on each Bond so So long as the Bonds are subject to such agreement; registered in the name of The Depository Trust Company or CEDE & CO. or any substitute nominee, the Issuer and (iv) different provisions for notices to such Securities Depository may be set forth therein; the Registrar and such provisions Paying Agent shall be binding entitled to request and to rely upon a certificate or other written representation from the Beneficial Owners of the Bonds or from The Depository Trust Company on behalf of such Beneficial Owners stating the Issueramount of their respective beneficial ownership interests in the Bonds and setting forth the consent, advice, direction, demand or vote of the Beneficial Owners as of a record date selected by the Registrar and The Depository Trust Company, to the same extent as if such 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 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 with a written instrument of transfer satisfactory to the Trustee, exchange a Bond or Bonds for a Bond or Bonds of equal aggregate principal amount of the Paying Agentsame maturity and interest rate of any authorized denominations. For every exchange or transfer of Bonds, the Tender AgentTrustee 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 be paid by the Remarketing Agent person requesting such exchange or transfer as a condition precedent to the exercise of the 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 Auction Agent Trustee incurred in connection therewith (except any applicable tax, fee or other governmental charge) shall be paid by the Issuer. The Trustee shall not be obliged to make any transfer or exchange of any Bond called for so long as such Securities Depository is redemption within thirty days of the Securities Depository for Book-Entry Bonds hereunderredemption date.

Book-Entry System. DTC shall act as the initial Depository for the Bonds. One Bond for each maturity of the Bonds shall be initially executed, authenticated, and delivered as set forth herein with a separate fully registered certificate (a) Anything in this Indenture print or typewritten form). Upon initial execution, authentication, and delivery, the ownership of the Bonds shall be registered in the Bond Register in the name of Cede & Co., as nominee of DTC or such nominee as DTC shall appoint in writing. The representatives of the County and the Fiscal Agent are hereby authorized to the contrary notwithstanding, take any Bond and all actions as may be authorized necessary and issued as a Booknot inconsistent with this Agreement to qualify the Bonds for the Depository’s book-Entry Bond. (b) For all purposes of this Indentureentry system, including the Owner of a Book-Entry Bond shall be the Securities Depository therefor and neither the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar shall have any responsibility or obligation to the beneficial owner of such Bond or to any direct or indirect participant in such Securities Depository, except as expressly provided in this Indenture. Without limiting the generality execution of the foregoingDepository’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 Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent County nor the Registrar Fiscal Agent shall have any responsibility or obligation to any such participant broker-dealer, bank, or other financial institution for which DTC holds Bonds as Depository from time to time (the “DTC Participants”) or to any person for which a DTC Participant acquires an interest in the beneficial owner of a Book-Entry Bond Bonds (the “Beneficial Owners”). Without limiting the immediately preceding sentence, neither the County nor the Fiscal Agent shall have any responsibility or obligation with respect to (i) the accuracy of the records of the Securities Depository DTC, Cede & Co., or any participant DTC Participant with respect to any beneficial ownership interest in such Bondthe Bonds, (ii) the delivery to any participant of the Securities DepositoryDTC Participant, the beneficial owner of such Bond any Beneficial Owner, or any other person, other than the Securities DepositoryDTC, of any notice with respect to such Bondthe Bonds, including any notice of the redemption or purchase thereofredemption, 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 participant of the Securities DepositoryDTC Participant, the beneficial owner of such Bond any Beneficial Owner, or any other person, other than the Securities DepositoryDTC, of any amount with respect to the principal, redemption price, if applicableprincipal of or interest on the Bonds, or purchase price of, (v) any consent given or interest on, such Bondother action taken by the Depository as Owner of the Bonds. The IssuerExcept as set forth above, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Fiscal Agent and the Registrar may treat the Securities Depository therefor as, as and deem such Securities Depository DTC to be, be the absolute owner Owner of a Book-Entry each Bond for all purposes whatsoever, including, but not limited to, (1) which DTC is acting as Depository for the purpose of payment of the principal, redemption price, if applicable, or purchase price of, principal of and interest onon such Bonds, such Bond, (2) for the purpose of giving notices of redemption or purchase and of other matters with respect to such BondBonds, (3) for the purpose of registering transfers with respect to such Bond as permitted hereby Bonds, 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 all purposes whatsoever. The Trustee, acting as Paying Agent, Fiscal Agent shall pay the all principal or redemption price, if applicable, of, of and interest on, a Book-Entry Bond, and on the Trustee, acting as Tender Agent, shall pay the purchase price of a Book-Entry Bond, Bonds only to or upon the order of the Securities Depository thereforOwners as shown on the Bond Register, and all such payments shall be valid and effective to fully satisfy fully and discharge the Issuer’s all obligations with respect to such the principal or redemption price or purchase price, of and interest, interest on the Bonds to the extent of the sum or sums amounts so paid. Except as otherwise provided in subsection (d) of this Section 2.13, no No person other than an Owner, as shown on the Securities Depository Bond Register, shall receive a Bond or other instrument evidencing physical Bond. Upon delivery by DTC to the Issuer’s obligation to make payments Fiscal Agent of the principal, redemption price or purchase price thereof, and interest thereon. (c) The Issuer, by written notice to the Trustee, the Paying Agent, the Tender Agent, the Registrar, the Remarketing Agent, the Auction Agent and effect that DTC has determined to substitute a Securities Depository, may, with the prior written consent new nominee in place of the BorrowerCede & Co., and shallsubject to the transfer provisions in Section 2.06 hereof, references to “Cede & Co.” in this Section 2.13 shall refer to such new nominee of DTC. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the written direction of an Authorized Borrower RepresentativeFiscal Agent during any time that the Bonds are Outstanding, and discharging its responsibilities with respect thereto under applicable law. The County may terminate the services of such Securities Depository DTC with respect to the Book-Entry Bonds for which such Securities Depository serves as securities depository if the Issuer it determines that (i) the Securities Depository DTC is unable to discharge its responsibilities with respect to such Bond the Bonds or (ii) a that continuation of the requirement that all system of the Bonds issued as Bookbook-Entry Bonds be registered in the registration books of the Issuer kept by the Trustee in the name of the Securities Depository entry transfers through DTC is not in the best interests interest of the beneficial owners Beneficial Owners, and the County shall mail notice of such Bonds or of termination to 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 DepositoryFiscal Agent. 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, DTC as provided in the Issuer may, with the prior written consent of the Borrowerprevious paragraph, and shall, at if no substitute Depository willing to undertake 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, functions hereunder can be found which is willing and able to undertake the such functions of Securities Depository under this Indenture upon reasonable and or customary terms. If no such successor can , or if the County determines that it is in the best interest of the Beneficial Owners of the Bonds that they be found within such periodable to obtain certificated Bonds, such Book-Entry Bond the Bonds shall no longer be restricted to being registered in the registration books of the Issuer kept by the Trustee Bond Register in the name of a Securities Depository. In the event that a Book-Entry Bond shall no longer Cede & Co., as nominee of DTC, but may be restricted to being registered in whatever name or names the registration books of Owners shall designate at that time, in accordance with Section 2.06. To the Issuer kept extent that the Beneficial Owners are designated as the transferee 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 rateOwners, 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 Agentaccordance with Section 2.06, the Auction Agent and the Borrower that the Bonds are no longer restricted to being registered in the registration books of the Issuer kept by the Trustee in the name of a Securities Depository; provided, however that such registration shall not be terminated by the Issuer or the Borrower without an opinion of Bond Counsel confirming that such termination of registration will not adversely affect the Tax-Exempt status of any Bonds. (e) Anything in this Indenture to the contrary notwithstanding, payment of the redemption price of a Book-Entry Bond, or portion thereof, called for redemption prior to maturity may be paid to the Securities Depository by wire transfer of immediately available funds. Anything in the Indenture to the contrary notwithstanding, such redemption price may be paid without presentation and surrender to the Trustee, as Paying Agent, of the Book-Entry Bond, or portion thereof, called for redemption; provided, however, that payment of (a) the principal payable at maturity of a Book-Entry Bond and (b) the redemption price of a Book-Entry Bond as to 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 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 the Issuer or the Securities Depository). Anything in this Indenture to the contrary notwithstanding, upon any such payment to the Securities Depository without presentation and surrender, for all purposes of (i) the Book-Entry Bond as to which such payment has been made and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so paid. In such event, the Trustee shall notify forthwith the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made, and the principal amount of such Bond so paid, and the Trustee shall note such payment on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (f) For all purposes of this Indenture authorizing or permitting the purchase of Bonds, or portions thereof, by, or for the account of, the Issuer for cancellation, and anything in the Indenture to the contrary notwithstanding, a portion of a Book-Entry Bond may be deemed to have been purchased and cancelled without surrender thereof upon delivery to the Trustee of a certificate executed by the Issuer and a participant of the Securities Depository therefor to the effect that a beneficial ownership interest in such Bond, in the principal amount stated therein, has been purchased by, or for the account of, the Issuer through the participant of the Securities Depository executing such certificate; provided, however, that any purchase for cancellation of the entire principal amount of a Book-Entry Bond shall be effective for purposes of the Indenture only upon surrender of such Book-Entry Bond to the Paying Agent; and provided, further, that no portion of a Book-Entry Bond may be deemed to have been so purchased and cancelled without surrender thereof unless such Book-Entry Bond shall contain or have endorsed thereon the legend referred to in subsection (e) of this Section 2.13. Anything in the Indenture to the contrary notwithstanding, upon delivery of any such certificate to the Trustee, for all purposes of (i) the Book-Entry Bond to which such certificate relates and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so purchased. In such event, the Trustee shall immediately notify the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made and the amount thereof and shall note such reduction in principal amount of such Book-Entry Bond Outstanding on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (g) Anything in this Indenture to the contrary notwithstanding, a Securities Depository may make a notation on a Book-Entry Bond (i) redeemed in part or (ii) purchased by, or for the account of, the Issuer in part for cancellation, to reflect, for informational purposes only, the date of such redemption or purchase and the principal amount thereof redeemed or deemed cancelled, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in subsection (e) or (f) of this Section 2.13, as the case may be. (h) Anything in this Indenture to the contrary notwithstanding, in the case of a Book-Entry Bond, the Issuer shall be authorized to redeem or purchase (by or for the account of the Issuer) less than all of the entire Outstanding principal amount thereof, and in the event of such partial defeasance, redemption, purchase or refunding, the provisions of the Indenture relating to the defeasance, redemption, purchase or refunding of a Bond or Bonds shall be deemed to refer to the defeasance, redemption, purchase or refunding of a portion of a Bond. (i) The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent may enter into an agreement with a Securities Depository for the Bonds providing for procedures for the registration, payment, tender and delivery of notices relating to the Bonds, provided that the terms of such agreement shall not be inconsistent with the terms of this Indenture. Any such agreement may provide that (i) such Securities Depository is not required to present a Bond to the Trustee in order to receive a partial payment of principal; (ii) a Bond need not be delivered to the Trustee in order for a tender of such Bond pursuant to Article IV of this Indenture to be effective or in order for the purchase price of such tendered Bond to be paid and that notice of tender of a Bond for purchase pursuant to Article IV hereof may be given to the Trustee by a beneficial owner of a Bond or a direct participant of the Securities Depository; (iii) a legend with respect to the registration of the Bond in the name of the Securities Depository shall appear on each Bond so long Beneficial Owners as the Bonds are subject to such agreement; and (iv) different provisions for notices to such Securities Depository may be set forth therein; and such provisions shall be binding on the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent for so long soon as such Securities Depository is the Securities Depository for Book-Entry Bonds hereunderpracticable.

Book-Entry System. (a) Anything Unless otherwise determined by the Issuer, the Bonds shall be issued in the form of a single certificated fully-registered Bond, registered in the name of Cede & Co., as nominee of DTC, 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 Indenture to the contrary notwithstanding, any Bond may be authorized and issued as a Book-Entry BondSection shall apply thereto. (b) For all purposes With respect to Bonds registered on the registration books kept by the Registrar in the name of this Indenturethe Nominee, the Owner of a Book-Entry Bond shall be the Securities Depository therefor and neither the Issuer, the TrusteeCompany, the Paying Agent, Registrar and the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar Trustee shall have any responsibility or obligation to the beneficial owner of such Bond or to any direct or indirect participant in such Securities Depository, except as expressly provided in this Indenture. Without limiting the generality of the foregoing, neither the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar shall have any no responsibility or obligation to any such participant DTC Participant or the Beneficial Owners. Without limiting the immediately preceding sentence, the Issuer, the Company, the Registrar and the Trustee shall have no responsibility or obligation to the beneficial owner of a Book-Entry Bond DTC, any DTC Participant or any Beneficial Owner with respect to (il) the accuracy of the records of DTC, the Securities Depository Nominee or any participant DTC Participant with respect to any beneficial ownership interest in such Bondthe Bonds, (ii2) the delivery to any participant of the Securities Depository, the beneficial owner of such Bond by DTC or any other person, other than the Securities Depository, DTC Participant of any notice with respect to such Bondthe Bonds, including any notice of the redemption or purchase thereofredemption, or (iii3) the payment to any participant of the Securities Depository, the beneficial owner of such Bond DTC Participant or any other person, other than the Securities Depository, Beneficial Owner of any amount with respect to the principal, redemption price, if applicable, principal or purchase price of, or premium, if any, or interest on, such Bondthe Bonds. The Issuer, the TrusteeCompany, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent Registrar and the Registrar Trustee may treat and consider the Securities Depository therefor as, and deem such Securities Depository to be, person in whose name each Bond is registered in the registration books kept by the Registrar as the absolute owner of a Book-Entry such Bond for all purposes whatsoever, including, but not limited to, (1) the purpose of payment of the principal, redemption purchase price, if applicable, or purchase price of, premium and interest on, with respect to such Bond, (2) for the purpose of giving notices of redemption or purchase and of other matters with respect to such Bond, (3) for the purpose of registering transfers with respect to such Bond as permitted hereby Bond, 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 all other purposes whatsoever. The Trustee, acting as Paying Agent, Trustee shall pay the all principal or redemption price, of and premium if applicable, ofany, and interest on, a Book-Entry Bond, and the Trustee, acting as Tender Agent, shall pay the purchase price of a Book-Entry Bond, Bonds only to or upon the order of the Securities Depository thereforrespective Owners, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy fully and discharge the Issuer’s obligations with respect to such payment of principal or redemption price or purchase priceof, and interestpremium, if any, and interest on, 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 No person other than an Owner, as shown in the Securities Depository registration books kept by the Registrar, shall receive a certificated Bond or other instrument evidencing the Issuer’s obligation of the Issuer to make payments of the principal, redemption price or purchase price thereofpremium, if any, and interest thereonpursuant to this Indenture. (c) The Issuer, by notice Issuer has executed and delivered to the Trustee, the Paying Agent, the Tender Agent, the Registrar, the Remarketing Agent, the Auction Agent and DTC a Securities Depository, may, with the prior written consent letter of the Borrower, and shall, at the written direction of an Authorized Borrower Representative, terminate the services of such Securities Depository representations in customary form with respect to the BookBonds in book-Entry Bonds for which such Securities Depository serves as securities depository if entry form (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“DTC Representation Letter”). (d) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving reasonable notice to the Issuer or the Trustee and discharging its responsibilities with respect thereto under applicable law. The Issuer, with the consent of the Company, may terminate the services of DTC with respect to the Bonds. Upon the discontinuance or termination of the services of a Securities Depository DTC with respect to the Bonds, unless a Book-Entry substitute securities depository is appointed to undertake the functions of DTC hereunder, the Issuer, at the expense of the Company, is obligated to deliver Bond pursuant certificates to clause (ii) the Beneficial Owners of subsection (c) of such Bonds, as described in this Section 2.13Indenture, and such Bond Bonds shall no longer shall be restricted to being registered in the registration books kept by the Registrar in the name of a Securities Depositorythe 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. Upon The Trustee, the termination Registrar and the Issuer may conclusively rely on information provided by DTC and DTC Participants as to the identity 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 Owners 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 Bondsamount owed. (e) Anything in Notwithstanding any other provision of this Indenture to the contrary notwithstandingcontrary, payment of the redemption price of a Book-Entry Bond, or portion thereof, called for redemption prior to maturity may be paid to the Securities Depository by wire transfer of immediately available funds. Anything in the Indenture to the contrary notwithstanding, such redemption price may be paid without presentation and surrender to the Trustee, so long as Paying Agent, of the Book-Entry Bond, or portion thereof, called for redemption; provided, however, that payment of (a) the principal payable at maturity of a Book-Entry any Bond and (b) the redemption price of a Book-Entry Bond as to 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 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 the Issuer or the Securities Depository). Anything in this Indenture to the contrary notwithstanding, upon any such payment to the Securities Depository without presentation and surrender, for all purposes of (i) the Book-Entry Bond as to which such payment has been made and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so paid. In such event, the Trustee shall notify forthwith the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made, and the principal amount of such Bond so paid, and the Trustee shall note such payment on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (f) For all purposes of this Indenture authorizing or permitting the purchase of Bonds, or portions thereof, by, or for the account of, the Issuer for cancellation, and anything in the Indenture to the contrary notwithstanding, a portion of a Book-Entry Bond may be deemed to have been purchased and cancelled without surrender thereof upon delivery to the Trustee of a certificate executed by the Issuer and a participant of the Securities Depository therefor to the effect that a beneficial ownership interest in such Bond, in the principal amount stated therein, has been purchased by, or for the account of, the Issuer through the participant of the Securities Depository executing such certificate; provided, however, that any purchase for cancellation of the entire principal amount of a Book-Entry Bond shall be effective for purposes of the Indenture only upon surrender of such Book-Entry Bond to the Paying Agent; and provided, further, that no portion of a Book-Entry Bond may be deemed to have been so purchased and cancelled without surrender thereof unless such Book-Entry Bond shall contain or have endorsed thereon the legend referred to in subsection (e) of this Section 2.13. Anything in the Indenture to the contrary notwithstanding, upon delivery of any such certificate to the Trustee, for all purposes of (i) the Book-Entry Bond to which such certificate relates and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so purchased. In such event, the Trustee shall immediately notify the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made and the amount thereof and shall note such reduction in principal amount of such Book-Entry Bond Outstanding on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (g) Anything in this Indenture to the contrary notwithstanding, a Securities Depository may make a notation on a Book-Entry Bond (i) redeemed in part or (ii) purchased by, or for the account of, the Issuer in part for cancellation, to reflect, for informational purposes only, the date of such redemption or purchase and the principal amount thereof redeemed or deemed cancelled, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in subsection (e) or (f) of this Section 2.13, as the case may be. (h) Anything in this Indenture to the contrary notwithstanding, in the case of a Book-Entry Bond, the Issuer shall be authorized to redeem or purchase (by or for the account of the Issuer) less than all of the entire Outstanding principal amount thereof, and in the event of such partial defeasance, redemption, purchase or refunding, the provisions of the Indenture relating to the defeasance, redemption, purchase or refunding of a Bond or Bonds shall be deemed to refer to the defeasance, redemption, purchase or refunding of a portion of a Bond. (i) The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent may enter into an agreement with a Securities Depository for the Bonds providing for procedures for the registration, payment, tender and delivery of notices relating to the Bonds, provided that the terms of such agreement shall not be inconsistent with the terms of this Indenture. Any such agreement may provide that (i) such Securities Depository is not required to present a Bond to the Trustee in order to receive a partial payment of principal; (ii) a Bond need not be delivered to the Trustee in order for a tender of such Bond pursuant to Article IV of this Indenture to be effective or in order for the purchase price of such tendered Bond to be paid and that notice of tender of a Bond for purchase pursuant to Article IV hereof may be given to the Trustee by a beneficial owner of a Bond or a direct participant of the Securities Depository; (iii) a legend with respect to the registration of the Bond registered in the name of the Securities Depository 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 appear on each Bond so long as 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 the Trustee of principal of, or premium, if any, or interest on, the Bonds are subject in immediately available funds to such agreement; and (iv) different provisions for notices to such Securities Depository may be set forth therein; and such provisions shall be binding on the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent for so long as such Securities Depository is the Securities Depository for Book-Entry Bonds hereunderDTC.

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 (a) Anything referred to in this Indenture to section as “Book Entry Bonds”) shall be issued in the contrary notwithstandingname of the Securities Depository or its nominee, any Bond may be authorized as registered owner of the Bonds, and issued as a Book-Entry Bondheld in the custody of the Securities Depository. (bA) For all purposes Except as provided in subsections B and C of this IndentureSection, the Owner 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 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 Book-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 Securities Depository therefor and neither registration books kept by the IssuerBond Registrar in the name of Cede, as nominee of DTC. With respect to Book Entry Bonds so registered in the name of Cede, the TrusteeAuthority, the Bond Registrar and any Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar shall have any responsibility or obligation to the beneficial owner of such Bond or to any direct or indirect participant in such Securities Depository, except as expressly provided in this Indenture. Without limiting the generality of the foregoing, neither the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar shall have any no responsibility or obligation to any such participant DTC Participant or to any Beneficial Owner of any of such Book Entry Bonds. Without limiting the beneficial owner of a Book-Entry immediately preceding sentence, the Authority, the Bond Registrar and any Paying Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Securities Depository DTC, Cede or any participant DTC Participant with respect to any beneficial ownership interest in such Bondthe Book Entry Bonds, (ii) the delivery to any participant of the Securities DepositoryDTC Participant, the beneficial owner of such Bond Beneficial Owner or any other person, other than the Securities DepositoryDTC, of any notice with respect to such Bondthe Book Entry Bonds, including any notice of the redemption or purchase thereofredemption, or (iii) the payment to any participant of the Securities DepositoryDTC Participant, the beneficial owner of such Bond Beneficial Owner or any other person, other than the Securities DepositoryDTC, of any amount with respect to the principal, redemption price, if applicable, principal or purchase price Redemption Price of, or interest on, any of the Book Entry Bonds, (iv) 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 BondBook Entry Bonds are redeemed in part, or (v) any consent given or other action taken by DTC as the Holder of the Book Entry Bonds. The IssuerAuthority, the Trustee, the Bond Registrar and any Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent and the Registrar may treat the Securities Depository therefor DTC as, and deem such Securities Depository DTC to be, the absolute owner Holder of a Book-each Book Entry Bond for all purposes whatsoever, including, including (but not limited to, ) (1a) payment of the principal, redemption price, if applicable, principal or purchase price Redemption Price of, and interest on, each such Book Entry Bond, (2b) giving notices of redemption or purchase and of other matters with respect to such BondBook Entry Bonds, (3c) registering transfers with respect to such Bond as permitted hereby Book Entry Bonds, (d) selecting Book Entry Bonds, or portions thereof, to be redeemed, and (4e) except as expressly provided in this Indentureobtaining any consent or other action to be taken by Holders, giving and the Authority, the Bond Registrar and any Paying Agent shall not be affected by any notice to the Issuercontrary. In the event of a redemption of all or a portion of a Book Entry Bond, DTC, in its discretion (i) may request the TrusteeTrustee to authenticate and deliver a new Book Entry Bond, or (ii) if DTC is the Paying Agentsole Owner of such Book Entry Bond, shall make an appropriate notation on the Tender AgentBook Entry Bond indicating the date and amounts of the reduction in principal thereof resulting from such redemption, except in the Remarketing Agentcase of final payment, the Auction Agent or the Registrar any notice, consent, request or demand pursuant in which case such Book Entry Bond must be presented to the Indenture for any purpose whatsoeverTrustee prior to payment. The Trustee, acting as Paying Agent, Agent shall pay the principal or redemption price, if applicable, Redemption Price of, and interest on, a Book-all Book Entry Bond, and the Trustee, acting as Tender Agent, shall pay the purchase price of a Book-Entry Bond, Bonds only to or upon the order of the Securities Depository thereforDTC, and all such payments payment shall be valid and effective to satisfy fully and discharge the Issuer’s Authority's obligations with respect to such principal or redemption price or purchase price, Redemption Price and interest, to the extent of the sum or sums so paid. Except as otherwise provided in subsection (d) of this Section 2.132.04(E), no person other than the Securities Depository DTC shall receive a Book Entry Bond or other instrument evidencing the Issuer’s obligation of the Authority to make payments of the principal, redemption price principal or purchase price thereofRedemption Price of, and interest thereon. (c) The Issueron, any such Book Entry Bond pursuant to this 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 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 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 Book Entry Bonds for DTC’s book-entry 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 any way impose upon the Authority, the Trustee, the Bond Registrar or any Paying AgentAgent any obligation whatsoever with respect to persons having interests in such Book Entry Bonds other than DTC as the Registered Owner. Such letter of representations may provide the time, the Tender Agentform, the Registrarcontent and manner of transmission, 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 notices to DTC. (C) DTC may determine to discontinue providing its services of such Securities Depository with respect to the Book-Book Entry Bonds for at any time by giving written notice to the Authority, the Bond Registrar and the Paying Agent, which such Securities Depository serves as securities depository 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 Issuer Authority determines that that: (i) the Securities Depository DTC is unable to discharge its responsibilities with respect to such Bond the Book Entry Bonds; or (ii) a continuation of the requirement that all of the Bonds issued as Book-Outstanding Book Entry Bonds be registered in the registration books of the Issuer kept by the Trustee Bond Registrar in the name of ▇▇▇▇, as nominee of DTC, is not in the Securities Depository best interest of the Beneficial 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 effect 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 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 owners of such Bonds or Beneficial Owner of the IssuerBook Entry Bonds. (dE) Upon the termination of the services of a Securities Depository DTC with respect to a Book-the Book Entry Bond Bonds pursuant to clause (ii) of subsection (c) of this Section 2.13D), such Bond no longer shall be restricted to being registered in or upon the registration books kept by the Registrar in the name of a Securities Depository. Upon the discontinuance or termination of the services of a Securities Depository DTC with respect to a Book-the Book Entry Bond Bonds pursuant to clause (i) of subsection (cB) of this Section 2.13or subsection (C), the Issuer may, with the prior written consent of the Borrower, and shall, at the written direction of an Authorized Borrower Representative, Authority may within ninety (90) 90 days thereafter appoint a substitute securities depository Securities Depository which, in the opinion of the IssuerAuthority, is willing and able to undertake the functions of Securities Depository under this Indenture DTC hereunder upon reasonable and customary terms. If no such successor can be found within such period, such Book-the Book Entry Bond Bonds shall no longer be restricted to being registered in the registration books of the Issuer kept by the Trustee Bond Registrar, in the name of a Securities DepositoryCede, as nominee of DTC. In such event 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 Authority shall execute and the Trustee Bond Registrar shall authenticate and deliver, upon presentation and surrender of the Book-Book Entry Bond, Bond certificates as requested by the Securities Depository so terminated DTC of like principal amount, maturity and interest rateSeries, in Authorized Denominations, authorized denominations and the Bond Registrar shall deliver such certificates at its corporate trust office to the identifiable beneficial owners Beneficial Owners identified in writing by the Securities Depository in replacement of such beneficial owners’ ' beneficial ownership interests in such Book-the Book Entry Bonds. (F) Notwithstanding any other provision of this Trust Agreement to the contrary, so long as any 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 is registered in the registration books of the Issuer kept by the Trustee in the name of a Securities Depository; providedCede, however that as nominee of DTC, all payments with respect to the principal or Redemption Price of, and interest on, such registration Book Entry Bond and all notices with respect to such Book Entry Bond shall not be terminated by made and given, respectively, to DTC as the Issuer or the Borrower without an opinion registered Holder of Bond Counsel confirming that such termination of registration will not adversely affect the Tax-Exempt status of any Bonds. (eG) Anything in this Indenture to the contrary notwithstanding, payment of the redemption price of a Book-Entry Bond, In connection with any notice or portion thereof, called for redemption prior to maturity may be paid to the Securities Depository by wire transfer of immediately available funds. Anything in the Indenture to the contrary notwithstanding, such redemption price may be paid without presentation and surrender to the Trustee, as Paying Agent, of the Book-Entry Bond, or portion thereof, called for redemption; provided, however, that payment of (a) the principal payable at maturity of a Book-Entry Bond and (b) the redemption price of a Book-Entry Bond as to 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 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 communication to be necessary or desirable by the Issuer or the Securities Depository). Anything in this Indenture provided to the contrary notwithstanding, upon any such payment to the Securities Depository without presentation and surrender, for all purposes Holders of (i) the Book-Book Entry Bond as to which such payment has been made and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so paid. In such event, the Trustee shall notify forthwith the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made, and the principal amount of such Bond so paid, and the Trustee shall note such payment on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (f) For all purposes of this Indenture authorizing or permitting the purchase of Bonds, or portions thereof, by, or for the account of, the Issuer for cancellation, and anything in the Indenture to the contrary notwithstanding, a portion of a Book-Entry Bond may be deemed to have been purchased and cancelled without surrender thereof upon delivery to the Trustee of a certificate executed by the Issuer and a participant of the Securities Depository therefor to the effect that a beneficial ownership interest in such Bond, in the principal amount stated therein, has been purchased by, or for the account of, the Issuer through the participant of the Securities Depository executing such certificate; provided, however, that any purchase for cancellation of the entire principal amount of a Book-Entry Bond shall be effective for purposes of the Indenture only upon surrender of such Book-Entry Bond to the Paying Agent; and provided, further, that no portion of a Book-Entry Bond may be deemed to have been so purchased and cancelled without surrender thereof unless such Book-Entry Bond shall contain or have endorsed thereon the legend referred to in subsection (e) of this Section 2.13. Anything in the Indenture to the contrary notwithstanding, upon delivery of any such certificate to the Trustee, for all purposes of (i) the Book-Entry Bond to which such certificate relates and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so purchased. In such event, the Trustee shall immediately notify the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made and the amount thereof and shall note such reduction in principal amount of such Book-Entry Bond Outstanding on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (g) Anything in this Indenture to the contrary notwithstanding, a Securities Depository may make a notation on a Book-Entry Bond (i) redeemed in part or (ii) purchased by, or for the account of, the Issuer in part for cancellation, to reflect, for informational purposes only, the date of such redemption or purchase and the principal amount thereof redeemed or deemed cancelled, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in subsection (e) or (f) of this Section 2.13, as the case may be. (h) Anything in this Indenture to the contrary notwithstanding, in the case of a Book-Entry Bond, the Issuer shall be authorized to redeem or purchase (by or for the account of the Issuer) less than all of the entire Outstanding principal amount thereof, and in the event of such partial defeasance, redemption, purchase or refunding, the provisions of the Indenture relating to the defeasance, redemption, purchase or refunding of a Bond or Bonds shall be deemed to refer to the defeasance, redemption, purchase or refunding of a portion of a Bond. (i) The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent may enter into an agreement with a Securities Depository for the Bonds providing for procedures for the registration, payment, tender and delivery of notices relating to the Bonds, provided that the terms of such agreement shall not be inconsistent with the terms of this Indenture. Any such agreement may provide that (i) such Securities Depository is not required to present a Bond to the Trustee in order to receive a partial payment of principal; (ii) a Bond need not be delivered to the Trustee in order for a tender of such Bond pursuant to Article IV of this Indenture to be effective or in order for the purchase price of such tendered Bond to be paid and that notice of tender of a Bond for purchase pursuant to Article IV hereof may be given to the Trustee by a beneficial owner of a Bond or a direct participant of the Securities Depository; (iii) a legend with respect to the registration of the Bond registered in the name of Cede pursuant to this Trust Agreement by the Securities Depository shall appear on each Authority or the Bond so long as the Bonds are subject Registrar with respect to any consent or other action to be taken by 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 IssuerHolders, the TrusteeAuthority 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, the Paying AgentSINKING FUND INSTALLMENT FOR, the Tender AgentREDEMPTION 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, the Remarketing Agent and the Auction Agent for so long as such Securities Depository is the Securities Depository for Book-Entry Bonds hereunderAS REGISTERED OWNER. SO LONG AS CEDE & CO IS THE REGISTERED OWNER OF THE BOOK ENTRY BONDS, AS NOMINEE OF DTC, REFERENCES HEREIN TO THE BONDHOLDERS OR REGISTERED HOLDERS OF THE BOOK ENTRY BONDS SHALL MEAN CEDE & CO. AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE BOOK ENTRY BONDS.

Book-Entry System. (a) Anything in this Indenture Notwithstanding anything to the contrary notwithstandingherein, any Bond may be authorized and issued so long as a Book-Entry Bond. (b) For all series of Bonds is being held under a book entry system, transfers of beneficial ownership of the Bonds of such series will be effected pursuant to rules and procedures established by the Securities Depository. As long as a book entry system is in effect for a series of Bonds, the Securities Depository Nominee will be recognized as the holder of the Bonds of such series for the purposes of (1) paying the principal of, redemption premium, if any, or interest on such Bonds, (2) if Bonds of such series are to be redeemed in part, selecting the portions of such Bonds to be redeemed, (3) giving any notice permitted or required to be given to holders under this Indenture, (4) registering the Owner transfer of a Book-Entry Bond shall such Bonds, and (5) requesting any consent or other action to be taken by the Securities Depository therefor holders of such Bonds, and for all other purposes whatsoever, and neither the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent Trustee nor the Registrar Issuer shall have be affected by any responsibility or obligation notice to the beneficial owner of such Bond or to any direct or indirect participant in such Securities Depository, except as expressly provided in this Indenturecontrary. Without limiting Neither the generality of the foregoing, neither the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent Trustee nor the Registrar Issuer shall have any responsibility or obligation to any such participant or to the participant, any beneficial owner of or any other person claiming a Book-Entry Bond with respect beneficial ownership in any Bonds which are registered to (i) the accuracy of the records of a Securities Depository Nominee under or through the Securities Depository or any participant with respect to any beneficial ownership action taken by the Securities Depository and the Securities Depository Nominee, as holder of such Bonds. The Trustee shall pay all principal of, redemption premium, if any, and interest in such Bondon Bonds issued under a book entry system, (ii) the delivery only to any participant of the Securities Depository, the beneficial owner of such Bond or any other person, other than the Securities Depository, of any notice with respect to such Bond, including any notice of the redemption or purchase thereof, or (iii) the payment to any participant of the Securities Depository, the beneficial owner of such Bond or any other person, other than the Securities Depository, of any amount with respect to the principal, redemption price, if applicable, or purchase price of, or interest on, such Bond. The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent and the Registrar may treat the Securities Depository therefor asNominee, and deem such Securities Depository to as the case may be, the absolute owner of a Book-Entry Bond for all purposes whatsoeversuch Bonds, including, but not limited to, (1) payment of the principal, redemption price, if applicable, or purchase price of, and interest on, such Bond, (2) giving notices of redemption or purchase and of other matters with respect to such Bond, (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 a letter of representations or redemption price, if applicable, of, and interest on, a Book-Entry Bond, and the Trustee, acting as Tender Agent, shall pay the purchase price of a Book-Entry Bond, only to or upon the order of similar agreement with the Securities Depository therefor, and all such payments shall be valid and effective effectual to fully satisfy fully and discharge the Issuer’s obligations with respect to such the principal or redemption price or purchase price, and interest, to the extent of the sum or sums so paid. Except as otherwise provided in subsection (d) of this Section 2.13, no person other than the Securities Depository shall receive a Bond or other instrument evidencing the Issuer’s obligation to make payments of the principalof, redemption price or purchase price thereofpremium, if any, and interest thereon. (c) on such Bonds. The Issuer, by notice to Issuer and the Trustee, Trustee acknowledge that the Paying Agent, terms and provisions of such letter of representations or similar agreement shall govern in the Tender Agent, event of any inconsistency between the Registrar, provisions of this Indenture and such letter of representations or similar agreement. In the Remarketing Agent, event that the Auction Agent and a Securities Depository, may, with the prior written consent of the Borrower, and shallIssuer determines, at the written direction of an Authorized Borrower Representativethe Company, terminate to discontinue the services book entry system of such Securities Depository with respect to transfer for a series of Bonds, or that 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 the Bonds of such Bonds or of series may be adversely affected if the Issuer. (d) Upon book entry system is continued, then the termination of Issuer shall notify 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 Depositorysuch determination. 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 Depositorysuch event, (i) the Issuer shall execute and the Trustee shall authenticate authenticate, register and deliver, upon presentation and surrender of the Book-Entry Bond, Bond deliver physical 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 authorized denominations for Bonds of such beneficial owners’ beneficial ownership interests series in such Book-Entry Bond and (ii) the Trustee shall notify the Remarketing Agent, the Auction Agent and the Borrower that the Bonds are no longer restricted to being registered in the registration books of the Issuer kept by the Trustee in the name of a Securities Depository; provided, however that such registration shall not be terminated by the Issuer or the Borrower without an opinion of Bond Counsel confirming that such termination of registration will not adversely affect the Tax-Exempt status of any Bonds. (e) Anything in this Indenture to the contrary notwithstanding, payment of the redemption price of a Book-Entry Bond, or portion thereof, called for redemption prior to maturity may be paid to the Securities Depository by wire transfer of immediately available funds. Anything in the Indenture to the contrary notwithstanding, such redemption price may be paid without presentation and surrender to the Trustee, as Paying Agent, of the Book-Entry Bond, or portion thereof, called for redemption; provided, however, that payment of (a) the principal payable at maturity of a Book-Entry Bond and (b) the redemption price of a Book-Entry Bond as to 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 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 the Issuer or the Securities Depository). Anything in this Indenture to the contrary notwithstanding, upon any such payment to the Securities Depository without presentation and surrender, for all purposes of (i) the Book-Entry Bond as to which such payment has been made and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so paid. In such event, the Trustee shall notify forthwith the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made, and the principal amount of such Bond so paid, and the Trustee shall note such payment on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (f) For all purposes of this Indenture authorizing or permitting the purchase of Bonds, or portions thereof, by, or for the account of, the Issuer for cancellation, and anything in the Indenture to the contrary notwithstanding, a portion of a Book-Entry Bond may be deemed to have been purchased and cancelled without surrender thereof upon delivery to the Trustee of a certificate executed by the Issuer and a participant of the Securities Depository therefor to the effect that a beneficial ownership interest in such Bond, in the principal amount stated therein, has been purchased by, or for the account of, the Issuer through the participant of the Securities Depository executing such certificate; provided, however, that any purchase for cancellation of the entire principal amount of a Book-Entry Bond shall be effective for purposes of the Indenture only upon surrender of such Book-Entry Bond to the Paying Agent; and provided, further, that no portion of a Book-Entry Bond may be deemed to have been so purchased and cancelled without surrender thereof unless such Book-Entry Bond shall contain or have endorsed thereon the legend referred to in subsection (e) of this Section 2.13. Anything in the Indenture to the contrary notwithstanding, upon delivery of any such certificate to the Trustee, for all purposes of (i) the Book-Entry Bond to which such certificate relates and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so purchased. In such event, the Trustee shall immediately notify the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made and the amount thereof and shall note such reduction in principal amount of such Book-Entry Bond Outstanding on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (g) Anything in this Indenture to the contrary notwithstanding, a Securities Depository may make a notation on a Book-Entry Bond (i) redeemed in part or (ii) purchased by, or for the account of, the Issuer in part for cancellation, to reflect, for informational purposes only, the date of such redemption or purchase and the principal amount thereof redeemed or deemed cancelled, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in subsection (e) or (f) of this Section 2.13, as the case may be. (h) Anything in this Indenture to the contrary notwithstanding, in the case of a Book-Entry Bond, the Issuer shall be authorized to redeem or purchase (by or for the account of the Issuer) less than all of the entire Outstanding principal amount thereof, and in the event of such partial defeasance, redemption, purchase or refunding, the provisions of the Indenture relating to the defeasance, redemption, purchase or refunding of a Bond or Bonds shall be deemed to refer to the defeasance, redemption, purchase or refunding of a portion of a Bond. (i) The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent may enter into an agreement with a Securities Depository exchange for the Bonds providing for procedures for the registration, payment, tender and delivery of notices relating to the Bonds, provided that the terms of such agreement shall not be inconsistent with the terms of this Indenture. Any such agreement may provide that (i) such Securities Depository is not required to present a Bond to the Trustee in order to receive a partial payment of principal; (ii) a Bond need not be delivered to the Trustee in order for a tender of such Bond pursuant to Article IV of this Indenture to be effective or in order for the purchase price of such tendered Bond to be paid and that notice of tender of a Bond for purchase pursuant to Article IV hereof may be given to the Trustee by a beneficial owner of a Bond or a direct participant of the Securities Depository; (iii) a legend with respect to the registration of the Bond registered in the name of the Securities Depository shall appear on each Bond so long as Nominee, at the Bonds are subject expense of the Company, to such agreement; Persons, and (iv) different provisions for notices to in such Securities Depository maturities and principal amounts, as may be set forth therein; and such provisions shall be binding designated by the Securities Depository, but without any liability on the part of the Issuer, the TrusteeCompany or the Trustee for the accuracy of such designation; provided, in addition, that any Bonds of such series shall be in registered form within the Paying Agent, meaning of Section 149(a) of the Tender Agent, Code. In the Remarketing Agent and the Auction Agent for so long as such Securities Depository is event that the Securities Depository for Book-Entry a series of Bonds hereunderdiscontinues providing its services, the Issuer, at the direction of the Company, shall either engage the services of another Securities Depository or deliver physical certificates in the manner described in clause (e) above; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code. In connection with any notice or other communication to 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 the holders, the Issuer or the 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.

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 (a) Anything referred to in this Indenture section as “Book Entry Bonds”) 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 contrary notwithstandingaccount of Cede, any on the Interest Payment Date for the 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 may be authorized and issued as a Book-Entry BondRegistrar”). (bB) For all purposes The Book Entry Bonds shall be initially issued in the form of this Indenturea separate single fully registered Bond in the amount of each separate stated maturity of the Book Entry Bonds. Upon initial issuance, the Owner ownership of a Book-each such Book Entry Bond shall be registered in the Securities Depository therefor and neither registration books kept by the IssuerBond Registrar in the name of Cede, as nominee of DTC. With respect to Book Entry Bonds so registered in the name of Cede, the TrusteeAuthority, the Bond Registrar and any Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar shall have any responsibility or obligation to the beneficial owner of such Bond or to any direct or indirect participant in such Securities Depository, except as expressly provided in this Indenture. Without limiting the generality of the foregoing, neither the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar shall have any no responsibility or obligation to any such participant DTC Participant or to any Beneficial Owner of any of such Book Entry Bonds. Without limiting the beneficial owner of a Book-Entry immediately preceding sentence, the Authority, the Bond Registrar and any Paying Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Securities Depository DTC, Cede or any participant DTC Participant with respect to any beneficial ownership interest in such Bondthe Book Entry Bonds, (ii) the delivery to any participant of the Securities DepositoryDTC Participant, the beneficial owner of such Bond Beneficial Owner or any other person, other than the Securities DepositoryDTC, of any notice with respect to such Bondthe Book Entry Bonds, including any notice of the redemption or purchase thereofredemption, or (iii) the payment to any participant of the Securities DepositoryDTC Participant, the beneficial owner of such Bond Beneficial Owner or any other person, other than the Securities DepositoryDTC, of any amount with respect to the principal, redemption price, if applicable, principal or purchase price Redemption Price of, or interest on, any of the Book Entry Bonds, (iv) 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 BondBook Entry Bonds are redeemed in part, or (v) any consent given or other action taken by DTC as the Holder of the Book Entry Bonds. The IssuerAuthority, the Trustee, the Bond Registrar and any Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent and the Registrar may treat the Securities Depository therefor DTC as, and deem such Securities Depository DTC to be, the absolute owner Holder of a Book-each Book Entry Bond for all purposes whatsoever, including, including (but not limited to, ) (1a) payment of the principal, redemption price, if applicable, principal or purchase price Redemption Price of, and interest on, each such Book Entry Bond, (2b) giving notices of redemption or purchase and of other matters with respect to such BondBook Entry Bonds, (3c) registering transfers with respect to such Bond as permitted hereby Book Entry Bonds, (d) selecting Book Entry Bonds, or portions thereof, to be redeemed, and (4e) except as expressly provided in this Indentureobtaining any consent or other action to be taken by Holders, giving and the Authority, the Bond Registrar and any Paying Agent shall not be affected by any notice to the Issuercontrary. In the event of a redemption of all or a portion of a Book Entry Bond, DTC, in its discretion (i) may request the TrusteeTrustee to authenticate and deliver a new Book Entry Bond, or (ii) if DTC is the Paying Agentsole Owner of such Book Entry Bond, shall make an appropriate notation on the Tender AgentBook Entry Bond indicating the date and amounts of the reduction in principal thereof resulting from such redemption, except in the Remarketing Agentcase of final payment, the Auction Agent or the Registrar any notice, consent, request or demand pursuant in which case such Book Entry Bond must be presented to the Indenture for any purpose whatsoeverTrustee prior to payment. The Trustee, acting as Paying Agent, Agent shall pay the principal or redemption price, if applicable, Redemption Price of, and interest on, a Book-all Book Entry Bond, and the Trustee, acting as Tender Agent, shall pay the purchase price of a Book-Entry Bond, Bonds only to or upon the order of the Securities Depository thereforDTC, and all such payments payment shall be valid and effective to satisfy fully and discharge the IssuerAuthority’s obligations with respect to such principal or redemption price or purchase price, Redemption Price and interest, to the extent of the sum or sums so paid. Except as otherwise provided in subsection (d) of this Section 2.132.04(E), no person other than the Securities Depository DTC shall receive a Book Entry Bond or other instrument evidencing the Issuer’s obligation of the Authority to make payments of the principal, redemption price principal or purchase price thereofRedemption Price of, and interest thereon. (c) The Issueron, any such Book Entry Bond pursuant to this 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 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 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 Book Entry Bonds for DTC’s book-entry 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 any way impose upon the Authority, the Trustee, the Bond Registrar or any Paying AgentAgent any obligation whatsoever with respect to persons having interests in such Book Entry Bonds other than DTC as the Registered Owner. Such letter of representations may provide the time, the Tender Agentform, the Registrarcontent and manner of transmission, 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 notices to DTC. (C) DTC may determine to discontinue providing its services of such Securities Depository with respect to the Book-Book Entry Bonds for at any time by giving written notice to the Authority, the Bond Registrar and the Paying Agent, which such Securities Depository serves as securities depository 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 Issuer Authority determines that that: (i) the Securities Depository DTC is unable to discharge its responsibilities with respect to such Bond the Book Entry Bonds; or (ii) a continuation of the requirement that all of the Bonds issued as Book-Outstanding Book Entry Bonds be registered in the registration books of the Issuer kept by the Trustee Bond Registrar in the name of ▇▇▇▇, as nominee of DTC, is not in the Securities Depository best interest of the Beneficial 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 effect 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 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 owners of such Bonds or Beneficial Owner of the IssuerBook Entry Bonds. (dE) Upon the termination of the services of a Securities Depository DTC with respect to a Book-the Book Entry Bond Bonds pursuant to clause (ii) of subsection (c) of this Section 2.13D), such Bond no longer shall be restricted to being registered in or upon the registration books kept by the Registrar in the name of a Securities Depository. Upon the discontinuance or termination of the services of a Securities Depository DTC with respect to a Book-the Book Entry Bond Bonds pursuant to clause (i) of subsection (cB) of this Section 2.13or subsection (C), the Issuer may, with the prior written consent of the Borrower, and shall, at the written direction of an Authorized Borrower Representative, Authority may within ninety (90) 90 days thereafter appoint a substitute securities depository Securities Depository which, in the opinion of the IssuerAuthority, is willing and able to undertake the functions of Securities Depository under this Indenture DTC hereunder upon reasonable and customary terms. If no such successor can be found within such period, such Book-the Book Entry Bond Bonds shall no longer be restricted to being registered in the registration books of the Issuer kept by the Trustee Bond Registrar, in the name of a Securities DepositoryCede, as nominee of DTC. In such event 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 Authority shall execute and the Trustee Bond Registrar shall authenticate and deliver, upon presentation and surrender of the Book-Book Entry Bond, Bond certificates as requested by the Securities Depository so terminated DTC of like principal amount, maturity and interest rateSeries, in Authorized Denominations, authorized denominations and the Bond Registrar shall deliver such certificates at its corporate trust office to the identifiable beneficial owners Beneficial Owners identified in writing by the Securities Depository in replacement of such beneficial owners’ beneficial ownership interests in such Book-the Book Entry Bonds. (F) Notwithstanding any other provision of this Trust Agreement to the contrary, so long as any 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 is registered in the registration books of the Issuer kept by the Trustee in the name of a Securities Depository; providedCede, however that as nominee of DTC, all payments with respect to the principal or Redemption Price of, and interest on, such registration Book Entry Bond and all notices with respect to such Book Entry Bond shall not be terminated by made and given, respectively, to DTC as the Issuer or the Borrower without an opinion registered Holder of Bond Counsel confirming that such termination of registration will not adversely affect the Tax-Exempt status of any Bonds. (eG) Anything in this Indenture to the contrary notwithstanding, payment of the redemption price of a Book-Entry Bond, In connection with any notice or portion thereof, called for redemption prior to maturity may be paid to the Securities Depository by wire transfer of immediately available funds. Anything in the Indenture to the contrary notwithstanding, such redemption price may be paid without presentation and surrender to the Trustee, as Paying Agent, of the Book-Entry Bond, or portion thereof, called for redemption; provided, however, that payment of (a) the principal payable at maturity of a Book-Entry Bond and (b) the redemption price of a Book-Entry Bond as to 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 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 communication to be necessary or desirable by the Issuer or the Securities Depository). Anything in this Indenture provided to the contrary notwithstanding, upon any such payment to the Securities Depository without presentation and surrender, for all purposes Holders of (i) the Book-Book Entry Bond as to which such payment has been made and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so paid. In such event, the Trustee shall notify forthwith the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made, and the principal amount of such Bond so paid, and the Trustee shall note such payment on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (f) For all purposes of this Indenture authorizing or permitting the purchase of Bonds, or portions thereof, by, or for the account of, the Issuer for cancellation, and anything in the Indenture to the contrary notwithstanding, a portion of a Book-Entry Bond may be deemed to have been purchased and cancelled without surrender thereof upon delivery to the Trustee of a certificate executed by the Issuer and a participant of the Securities Depository therefor to the effect that a beneficial ownership interest in such Bond, in the principal amount stated therein, has been purchased by, or for the account of, the Issuer through the participant of the Securities Depository executing such certificate; provided, however, that any purchase for cancellation of the entire principal amount of a Book-Entry Bond shall be effective for purposes of the Indenture only upon surrender of such Book-Entry Bond to the Paying Agent; and provided, further, that no portion of a Book-Entry Bond may be deemed to have been so purchased and cancelled without surrender thereof unless such Book-Entry Bond shall contain or have endorsed thereon the legend referred to in subsection (e) of this Section 2.13. Anything in the Indenture to the contrary notwithstanding, upon delivery of any such certificate to the Trustee, for all purposes of (i) the Book-Entry Bond to which such certificate relates and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so purchased. In such event, the Trustee shall immediately notify the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made and the amount thereof and shall note such reduction in principal amount of such Book-Entry Bond Outstanding on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (g) Anything in this Indenture to the contrary notwithstanding, a Securities Depository may make a notation on a Book-Entry Bond (i) redeemed in part or (ii) purchased by, or for the account of, the Issuer in part for cancellation, to reflect, for informational purposes only, the date of such redemption or purchase and the principal amount thereof redeemed or deemed cancelled, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in subsection (e) or (f) of this Section 2.13, as the case may be. (h) Anything in this Indenture to the contrary notwithstanding, in the case of a Book-Entry Bond, the Issuer shall be authorized to redeem or purchase (by or for the account of the Issuer) less than all of the entire Outstanding principal amount thereof, and in the event of such partial defeasance, redemption, purchase or refunding, the provisions of the Indenture relating to the defeasance, redemption, purchase or refunding of a Bond or Bonds shall be deemed to refer to the defeasance, redemption, purchase or refunding of a portion of a Bond. (i) The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent may enter into an agreement with a Securities Depository for the Bonds providing for procedures for the registration, payment, tender and delivery of notices relating to the Bonds, provided that the terms of such agreement shall not be inconsistent with the terms of this Indenture. Any such agreement may provide that (i) such Securities Depository is not required to present a Bond to the Trustee in order to receive a partial payment of principal; (ii) a Bond need not be delivered to the Trustee in order for a tender of such Bond pursuant to Article IV of this Indenture to be effective or in order for the purchase price of such tendered Bond to be paid and that notice of tender of a Bond for purchase pursuant to Article IV hereof may be given to the Trustee by a beneficial owner of a Bond or a direct participant of the Securities Depository; (iii) a legend with respect to the registration of the Bond registered in the name of Cede pursuant to this Trust Agreement by the Securities Depository shall appear on each Authority or the Bond so long as the Bonds are subject Registrar with respect to any consent or other action to be taken by 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 IssuerHolders, the TrusteeAuthority 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, the Paying AgentSINKING FUND INSTALLMENT FOR, the Tender AgentREDEMPTION 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, the Remarketing Agent and the Auction Agent for so long as such Securities Depository is the Securities Depository for Book-Entry Bonds hereunderAS REGISTERED OWNER. SO LONG AS CEDE & CO IS THE REGISTERED OWNER OF THE BOOK ENTRY BONDS, AS NOMINEE OF DTC, REFERENCES HEREIN TO THE BONDHOLDERS OR REGISTERED HOLDERS OF THE BOOK ENTRY BONDS SHALL MEAN CEDE & CO. AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE BOOK ENTRY BONDS.

Book-Entry System. Unless otherwise determined by the Authority, the Bonds shall be issued in the form of one or more separate single certificated fully registered Bond or Bonds, registered in the name of Cede & Co., as nominee of DTC, or any successor nominee (athe "Nominee"). Except as provided in paragraph (iii) Anything below, all of the Outstanding Bonds shall be so registered in the registration books kept by the Registrar, and the provisions of this Indenture to the contrary notwithstanding, any Bond may be authorized and issued as a Book-Entry BondSection 2.01(e) shall apply thereto. (bi) For all purposes of this IndentureThe Authority, the Owner of a Book-Entry Bond shall be the Securities Depository therefor and neither the Issuer, the TrusteeBorrower, the Paying Agent, the Tender Agent, Registrar and the Remarketing Agent, the Auction Agent nor the Registrar Trustee shall have any no responsibility or obligation to the beneficial owner of such Bond any DTC Participant or to any direct or indirect participant in such Securities DepositoryBeneficial Owner, except as otherwise expressly provided in this Indentureherein. Without limiting the generality of the foregoing, neither the Issuerimmediately preceding sentence, the TrusteeAuthority, the Borrower, the Paying Agent, the Tender Agent, Registrar and the Remarketing Agent, the Auction Agent nor the Registrar Trustee shall have any no responsibility or obligation to any such participant or to the beneficial owner of a Book-Entry Bond with respect to (i1) the accuracy of the records of DTC, the Securities Depository Nominee or any participant DTC Participant with respect to any beneficial ownership interest in such Bondthe Bonds, (ii2) the delivery to any participant of the Securities Depository, the beneficial owner of such Bond DTC Participant or any other person, other than a Bondholder as shown in the Securities Depositoryregistration books kept by the Registrar, of any notice with respect to such Bondthe Bonds, including any notice of the redemption or purchase thereof, or (iii3) the payment to any participant of the Securities Depository, the beneficial owner of such Bond DTC Participant or any other person, other than a Bondholder, as shown in the Securities Depositoryregistration books kept by the Registrar, of any amount with respect to the principal, redemption price, if applicable, or purchase price of, principal of or interest on, such Bondon the Bonds. The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent and the Registrar may treat the Securities Depository therefor as, and deem such Securities Depository to be, the absolute owner of a Book-Entry Bond for shall pay all purposes whatsoever, including, but not limited to, (1) payment of the principal, redemption price, if applicable, or purchase price principal of, and interest on, such Bond, (2) giving notices of redemption or purchase and of other matters with respect to such Bond, (3) registering transfers with respect to such Bond as permitted hereby and (4) except as expressly provided in this Indenture, giving to on 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 the Trustee, acting as Tender Agent, shall pay the purchase price of a Book-Entry Bond, Bonds only to or upon the order of the Securities Depository thereforrespective Bondholders, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy fully and discharge the Issuer’s Authority's obligations with respect to such payment of principal or redemption price or purchase priceof, and interest, interest on the Bonds to the extent of the sum or sums so paid. Except as otherwise provided in subsection (d) of this Section 2.13The Authority, 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 TrusteeBorrower, the Paying Agent, the Tender Registrar and the Trustee 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 principal 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. (ii) No person other than a Bondholder, as shown in the registration books kept by the Registrar, shall receive a certificated Bond evidencing the obligation of the Authority to make payments of principal, and interest pursuant to this Indenture. (iii) The Authority, the Paying Agent, the Registrar and the Trustee shall, if not previously on file, execute and deliver to DTC a letter of representation in customary form with respect to the Bonds (the "Representation Letter"), but such Representation Letter shall not in any way limit the provisions of the foregoing paragraph (i) or in any other way impose upon the Authority any obligation whatsoever with respect to persons having interests in the Bonds other than the Bondholders, as shown on the registration books kept by the Registrar, . The Trustee and the Remarketing Agent, Paying Agent shall take all action necessary for all representations of the Auction Authority in the Representation Letter with respect to the Trustee and the Paying Agent and a Securities Depository, mayto be complied with at all times. (iv) The Authority, with the prior written consent of the Borrower, may, and upon request of the Borrower shall, at the written direction of an Authorized Borrower Representative, terminate the services of such Securities Depository DTC with respect to the Book-Entry Bonds. DTC may determine to discontinue providing its services with respect to the Bonds for which such Securities Depository serves as securities depository if at any time by giving written notice and all relevant information on the Issuer determines that (i) Beneficial Owners of the Securities Depository is unable Bonds to discharge the Authority, the Borrower and the Trustee and discharging 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) thereto under applicable law. Upon the discontinuance or termination of the services of a Securities Depository DTC with respect to the Bonds, unless a Book-Entry substitute securities depository is appointed by the Authority (with the consent, or at the request, of the Borrower) to undertake the functions of DTC hereunder, the Authority, at the expense of the Borrower, is obligated to deliver Bond pursuant certificates to clause (ii) the Beneficial Owners of subsection (c) of such Bonds, as described in this Section 2.13Indenture, and such Bond Bonds shall 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 Nominee, but may be registered in whatever name or names Bondholders transferring or exchanging such Bonds shall designate, in accordance with the services of a Securities Depository with respect to a Book-Entry Bond pursuant to clause (i) of subsection (c) provisions 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 BondsIndenture. (ev) Anything in this Indenture to the contrary notwithstanding, payment of the redemption price of a Book-Entry Bond, or portion thereof, called for redemption prior to maturity may be paid to the Securities Depository by wire transfer of immediately available funds. Anything in the Indenture to the contrary notwithstanding, such redemption price may be paid without presentation and surrender to the Trustee, So long as Paying Agent, of the Book-Entry Bond, or portion thereof, called for redemption; provided, however, that payment of (a) the principal payable at maturity of a Book-Entry any Bond and (b) the redemption price of a Book-Entry Bond as to 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 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 the Issuer or the Securities Depository). Anything in this Indenture to the contrary notwithstanding, upon any such payment to the Securities Depository without presentation and surrender, for all purposes of (i) the Book-Entry Bond as to which such payment has been made and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so paid. In such event, the Trustee shall notify forthwith the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made, and the principal amount of such Bond so paid, and the Trustee shall note such payment on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (f) For all purposes of this Indenture authorizing or permitting the purchase of Bonds, or portions thereof, by, or for the account of, the Issuer for cancellation, and anything in the Indenture to the contrary notwithstanding, a portion of a Book-Entry Bond may be deemed to have been purchased and cancelled without surrender thereof upon delivery to the Trustee of a certificate executed by the Issuer and a participant of the Securities Depository therefor to the effect that a beneficial ownership interest in such Bond, in the principal amount stated therein, has been purchased by, or for the account of, the Issuer through the participant of the Securities Depository executing such certificate; provided, however, that any purchase for cancellation of the entire principal amount of a Book-Entry Bond shall be effective for purposes of the Indenture only upon surrender of such Book-Entry Bond to the Paying Agent; and provided, further, that no portion of a Book-Entry Bond may be deemed to have been so purchased and cancelled without surrender thereof unless such Book-Entry Bond shall contain or have endorsed thereon the legend referred to in subsection (e) of this Section 2.13. Anything in the Indenture to the contrary notwithstanding, upon delivery of any such certificate to the Trustee, for all purposes of (i) the Book-Entry Bond to which such certificate relates and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so purchased. In such event, the Trustee shall immediately notify the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made and the amount thereof and shall note such reduction in principal amount of such Book-Entry Bond Outstanding on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (g) Anything in this Indenture to the contrary notwithstanding, a Securities Depository may make a notation on a Book-Entry Bond (i) redeemed in part or (ii) purchased by, or for the account of, the Issuer in part for cancellation, to reflect, for informational purposes only, the date of such redemption or purchase and the principal amount thereof redeemed or deemed cancelled, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in subsection (e) or (f) of this Section 2.13, as the case may be. (h) Anything in this Indenture to the contrary notwithstanding, in the case of a Book-Entry Bond, the Issuer shall be authorized to redeem or purchase (by or for the account of the Issuer) less than all of the entire Outstanding principal amount thereof, and in the event of such partial defeasance, redemption, purchase or refunding, the provisions of the Indenture relating to the defeasance, redemption, purchase or refunding of a Bond or Bonds shall be deemed to refer to the defeasance, redemption, purchase or refunding of a portion of a Bond. (i) The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent may enter into an agreement with a Securities Depository for the Bonds providing for procedures for the registration, payment, tender and delivery of notices relating to the Bonds, provided that the terms of such agreement shall not be inconsistent with the terms of this Indenture. Any such agreement may provide that (i) such Securities Depository is not required to present a Bond to the Trustee in order to receive a partial payment of principal; (ii) a Bond need not be delivered to the Trustee in order for a tender of such Bond pursuant to Article IV of this Indenture to be effective or in order for the purchase price of such tendered Bond to be paid and that notice of tender of a Bond for purchase pursuant to Article IV hereof may be given to the Trustee by a beneficial owner of a Bond or a direct participant of the Securities Depository; (iii) a legend with respect to the registration of the Bond registered in the name of the Securities Depository Nominee, all payments with respect to principal and interest on such Bond and all notices with respect to such Bond shall appear be made and given, respectively, in the manner provided in the Representation Letter. Bondholders 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 interest on each Bond so long as the Bonds are subject in immediately available funds to such agreement; and (iv) different provisions for notices to such Securities Depository may be set forth therein; and such provisions shall be binding on the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent for so long as such Securities Depository is the Securities Depository for Book-Entry Bonds hereunderDTC.

Book-Entry System. (a) Anything in this Indenture Prior to the contrary notwithstandingissuance of a Series of Bonds, any Bond the Community Facilities District may provide that such Series of Bonds shall initially be authorized and issued as a Book-Entry BondBonds, and in such event, the Bonds of such Series for each maturity date 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 of such Series shall be registered in the Registration Books in the name of the Nominee, as nominee of the Depository. The Series 2014 Bonds shall initially be issued as Book-Entry Bonds. Payment of principal of, and interest and premium, if any, on, any Book-Entry Bond registered in the name of the 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 Nominee. Such payments shall be made to the Nominee at the address which is, on the Record Date, shown for the Nominee in the Registration Books. (b) For all purposes of this Indenture, the Owner of a With respect to Book-Entry Bond shall be the Securities Depository therefor and neither the IssuerBonds, the Trustee, Community Facilities District and the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar Trustee shall have any responsibility or obligation to the beneficial owner of such Bond or to any direct or indirect participant in such Securities Depository, except as expressly provided in this Indenture. Without limiting the generality of the foregoing, neither the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar shall have any no responsibility or obligation to any such participant Participant or to the beneficial owner any Person on behalf of which such a Participant holds an interest in such Book-Entry Bond Bonds. Without limiting the immediately preceding sentence, the Community Facilities District and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Securities Depository Depository, the Nominee or any participant Participant with respect to any beneficial ownership interest in such BondBook-Entry Bonds, (ii) the delivery to any participant of the Securities Depository, the beneficial owner of such Bond Participant or any other personPerson, other than an Owner as shown in the Securities DepositoryRegistration Books, of any notice with respect to such BondBook-Entry Bonds, including any notice of the redemption or purchase thereofredemption, or (iii) the payment to any participant selection by the Depository and its Participants of the Securities Depository, the beneficial owner of such Bond or any other person, other than the Securities Depository, of any amount with respect to the principal, redemption price, if applicable, or purchase price of, or interest on, such Bond. The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent and the Registrar may treat the Securities Depository therefor as, and deem such Securities Depository to be, the absolute owner of a Book-Entry Bond for all purposes whatsoever, including, but not limited to, (1) payment of the principal, redemption price, if applicable, or purchase price of, and interest on, such Bond, (2) giving notices of redemption or purchase and of other matters with respect to such Bond, (3) registering transfers with respect to such Bond as permitted hereby and (4) except as expressly provided interests 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 the Trustee, acting as Tender Agent, shall pay the purchase price of a Book-Entry Bond, only to or upon the order of the Securities Depository therefor, and all such payments shall be valid and effective to satisfy fully and discharge the Issuer’s obligations with respect to such principal or redemption price or purchase price, and interest, to the extent of the sum or sums so paid. Except as otherwise provided in subsection (d) of this Section 2.13, no person other than the Securities Depository shall receive a Bond or other instrument evidencing the Issuer’s obligation to make payments of the principal, redemption price or purchase price thereof, and interest thereon. (c) The Issuer, by notice to the Trustee, the Paying Agent, the Tender Agent, the Registrar, the Remarketing Agent, the Auction Agent and a Securities Depository, may, with the 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 of a maturity to be redeemed in the event 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) Anything in this Indenture to the contrary notwithstanding, payment of the redemption price of a Book-Entry Bond, or portion thereof, called for redemption prior to maturity may be paid to the Securities Depository by wire transfer of immediately available funds. Anything in the Indenture to the contrary notwithstanding, such redemption price may be paid without presentation and surrender to the Trustee, as Paying Agent, of the Book-Entry Bond, or portion thereof, called for redemption; provided, however, that payment of (a) the principal payable at maturity of a Book-Entry Bond and (b) the redemption price of a Book-Entry Bond as to 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 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 the Issuer or the Securities Depository). Anything in this Indenture to the contrary notwithstanding, upon any such payment to the Securities Depository without presentation and surrender, for all purposes of (i) the Book-Entry Bond as to which such payment has been made and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so paid. In such event, the Trustee shall notify forthwith the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made, and the principal amount of such Bond so paid, and the Trustee shall note such payment on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (f) For all purposes of this Indenture authorizing or permitting the purchase of Bonds, or portions thereof, by, or for the account of, the Issuer for cancellation, and anything in the Indenture to the contrary notwithstanding, a portion of a Book-Entry Bond may be deemed to have been purchased and cancelled without surrender thereof upon delivery to the Trustee of a certificate executed by the Issuer and a participant of the Securities Depository therefor to the effect that a beneficial ownership interest in such Bond, in the principal amount stated therein, has been purchased by, or for the account of, the Issuer through the participant of the Securities Depository executing such certificate; provided, however, that any purchase for cancellation of the entire principal amount of a Book-Entry Bond shall be effective for purposes of the Indenture only upon surrender of such Book-Entry Bond to the Paying Agent; and provided, further, that no portion of a Book-Entry Bond may be deemed to have been so purchased and cancelled without surrender thereof unless such Book-Entry Bond shall contain or have endorsed thereon the legend referred to in subsection (e) of this Section 2.13. Anything in the Indenture to the contrary notwithstanding, upon delivery of any such certificate to the Trustee, for all purposes of (i) the Book-Entry Bond to which such certificate relates and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so purchased. In such event, the Trustee shall immediately notify the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made and the amount thereof and shall note such reduction in principal amount of such Book-Entry Bond Outstanding on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (g) Anything in this Indenture to the contrary notwithstanding, a Securities Depository may make a notation on a Book-Entry Bond (i) redeemed in part or (ii) purchased by, or for the account of, the Issuer in part for cancellation, to reflect, for informational purposes only, the date of such redemption or purchase and the principal amount thereof redeemed or deemed cancelled, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in subsection (e) or (f) of this Section 2.13, as the case may be. (h) Anything in this Indenture to the contrary notwithstanding, in the case of a Book-Entry Bond, the Issuer shall be authorized to redeem or purchase (by or for the account of the Issuer) less than all of the entire Outstanding principal amount thereof, and in the event of such partial defeasance, redemption, purchase or refunding, the provisions of the Indenture relating to the defeasance, redemption, purchase or refunding of a Bond or Bonds shall be deemed to refer to the defeasance, redemption, purchase or refunding of a portion of a Bond. (i) The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent may enter into an agreement with a Securities Depository for the Bonds providing for procedures for the registration, payment, tender and delivery of notices relating to the Bonds, provided that the terms of such agreement shall not be inconsistent with the terms of this Indenture. Any such agreement may provide that (i) such Securities Depository is not required to present a Bond to the Trustee in order to receive a partial payment of principal; (ii) a Bond need not be delivered to the Trustee in order for a tender of such Bond pursuant to Article IV of this Indenture to be effective or in order for the purchase price of such tendered Bond to be paid and that notice of tender of a Bond for purchase pursuant to Article IV hereof may be given to the Trustee by a beneficial owner of a Bond or a direct participant of the Securities Depository; (iii) a legend with respect to the registration of the Bond in the name of the Securities Depository shall appear on each Bond so long as the Bonds are subject to such agreement; and (iv) different provisions for notices to such Securities Depository may be set forth therein; and such provisions shall be binding on the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent for so long as such Securities Depository is the Securities Depository for Book-Entry Bonds hereunder.part,

Book-Entry System. ‌ (a) Anything Except as provided in subparagraph (c) of this Indenture 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 contrary notwithstanding, any Bond may be authorized and issued as a Book-Entry Bondaccount of Cede on the interest payment date for the Bonds at the address indicated for Cede in the registration books of the Issuer kept by the Trustee. (b) For all purposes The Bonds shall be initially issued in the form of this Indenturea separate single fully registered bond in the amount of each separately stated maturity of the Bonds. Upon initial issuance, the Owner ownership of a Book-Entry Bond such Bonds shall be registered in the Securities Depository therefor and neither registry books of the IssuerIssuer kept by the Trustee in the name of Cede, as nominee of DTC. With respect to Bonds registered in the registry books kept by the Trustee in the name of Cede, as nominee of DTC, the Trustee, Issuer and the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar Trustee shall have any responsibility or obligation to the beneficial owner of such Bond or to any direct or indirect participant in such Securities Depository, except as expressly provided in this Indenture. Without limiting the generality of the foregoing, neither the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar shall have any no responsibility or obligation to any such participant of DTC (a “Participant”) or to any person for whom a Participant acquires an interest in the beneficial owner of Bonds (a Book-Entry Bond “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 the Securities Depository DTC, Cede or any participant Participant with respect to any beneficial ownership interest in such Bondthe Bonds, (ii) the delivery to any participant of the Securities DepositoryParticipant, the beneficial owner of such Bond any Beneficial Owner or any other person, other than the Securities DepositoryDTC, of any notice with respect to such Bond, including any notice of the redemption or purchase thereofBonds, or (iii) the payment to any participant of the Securities DepositoryParticipant, the beneficial owner of such Bond any Beneficial Owner or any other person, other than the Securities DepositoryDTC, of any amount with respect to the principal, redemption price, if applicable, or purchase price of, principal of or interest on, such Bondon the Bonds. The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent Issuer and the Registrar Trustee may treat the Securities Depository therefor as, as and deem such Securities Depository DTC to be, be the absolute owner of a Book-Entry each Bond for all purposes whatsoever, including, but not limited to, (1) the purpose of payment of the principal, redemption price, if applicable, or purchase price of, principal of and interest on, on such Bond, (2) giving notices of redemption or purchase and of other matters with respect to such Bond, (3) for the purpose of registering transfers with respect to such Bond as permitted hereby Bond, 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 all other purposes whatsoever. The Trustee, acting as Paying Agent, Trustee shall pay the all principal or redemption price, if applicable, of, of and interest on, a Book-Entry Bond, and on the Trustee, acting as Tender Agent, shall pay the purchase price of a Book-Entry Bond, Bonds only to or upon the order of the Securities Depository thereforDTC, and all such payments shall be valid and effective to fully satisfy fully and discharge the Issuer’s obligations with respect to such the principal or redemption price or purchase price, of and interest, interest on the Bonds to the extent of the sum or sums so paid. Except as otherwise provided in subsection (d) Payments of this Section 2.13principal may be made without requiring the surrender of the Bonds, no 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 the Securities Depository DTC shall receive a Bond or other instrument evidencing the Issuer’s obligation of the Issuer to make payments of principal of and interest on the principal, redemption price or purchase price thereofBonds pursuant to this Indenture. 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 interest thereonsubject to the transfer provisions hereof, the word “Cede” in this Indenture shall refer to such new nominee of DTC. (c) The Issuer, by notice (i) DTC may determine 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 discontinue providing its services of such Securities Depository with respect to the Book-Entry Bonds for which such Securities Depository serves as securities depository if at any time by giving written notice to the Issuer determines that (i) the Securities Depository is unable to discharge and discharging its responsibilities with respect to thereto under applicable law. Under such Bond or circumstances (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 if there 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 successor 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 Bonddepository), Bond certificates will be delivered as requested by the Securities Depository so terminated of like principal amount, maturity and interest rate, in Authorized Denominations, to the identifiable beneficial owners in replacement of such beneficial owners’ beneficial ownership interests in such Book-Entry Bond and (ii) the Trustee shall notify the Remarketing Agent, the Auction Agent and the Borrower that the Bonds are no longer restricted to being registered in the registration books of the Issuer kept by the Trustee in the name of a Securities Depository; provided, however that such registration shall not be terminated by the Issuer or the Borrower without an opinion of Bond Counsel confirming that such termination of registration will not adversely affect the Tax-Exempt status of any Bonds. (e) Anything described in this Indenture to the contrary notwithstanding, payment of the redemption price of a Book-Entry Bond, or portion thereof, called for redemption prior to maturity may be paid to the Securities Depository by wire transfer of immediately available funds. Anything in the Indenture to the contrary notwithstanding, such redemption price may be paid without presentation and surrender to the Trustee, as Paying Agent, of the Book-Entry Bond, or portion thereof, called for redemption; provided, however, that payment of (a) the principal payable at maturity of a Book-Entry Bond and (b) the redemption price of a Book-Entry Bond as to 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 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 the Issuer or the Securities Depository). Anything in this Indenture to the contrary notwithstanding, upon any such payment to the Securities Depository without presentation and surrender, for all purposes of (i) the Book-Entry Bond as to which such payment has been made and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so paid. In such event, the Trustee shall notify forthwith the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made, and the principal amount of such Bond so paid, and the Trustee shall note such payment on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (f) For all purposes of this Indenture authorizing or permitting the purchase of Bonds, or portions thereof, by, or for the account of, the Issuer for cancellation, and anything in the Indenture to the contrary notwithstanding, a portion of a Book-Entry Bond may be deemed to have been purchased and cancelled without surrender thereof upon delivery to the Trustee of a certificate executed by the Issuer and a participant of the Securities Depository therefor to the effect that a beneficial ownership interest in such Bond, in the principal amount stated therein, has been purchased by, or for the account of, the Issuer through the participant of the Securities Depository executing such certificate; provided, however, that any purchase for cancellation of the entire principal amount of a Book-Entry Bond shall be effective for purposes of the Indenture only upon surrender of such Book-Entry Bond to the Paying Agent; and provided, further, that no portion of a Book-Entry Bond may be deemed to have been so purchased and cancelled without surrender thereof unless such Book-Entry Bond shall contain or have endorsed thereon the legend referred to in subsection (e) of this Section 2.13. Anything in the Indenture to the contrary notwithstanding, upon delivery of any such certificate to the Trustee, for all purposes of (i) the Book-Entry Bond to which such certificate relates and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so purchased. In such event, the Trustee shall immediately notify the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made and the amount thereof and shall note such reduction in principal amount of such Book-Entry Bond Outstanding on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (g) Anything in this Indenture to the contrary notwithstanding, a Securities Depository may make a notation on a Book-Entry Bond (i) redeemed in part or (ii) purchased by, or for the account of, the Issuer in part for cancellation, to reflect, for informational purposes only, the date of such redemption or purchase and the principal amount thereof redeemed or deemed cancelled, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in subsection (e) or (f) of this Section 2.13, as the case may be. (h) Anything in this Indenture to the contrary notwithstanding, in the case of a Book-Entry Bond, the Issuer shall be authorized to redeem or purchase (by or for the account of the Issuer) less than all of the entire Outstanding principal amount thereof, and in the event of such partial defeasance, redemption, purchase or refunding, the provisions of the Indenture relating to the defeasance, redemption, purchase or refunding of a Bond or Bonds shall be deemed to refer to the defeasance, redemption, purchase or refunding of a portion of a Bond. (i) The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent may enter into an agreement with a Securities Depository for the Bonds providing for procedures for the registration, payment, tender and delivery of notices relating to the Bonds, provided that the terms of such agreement shall not be inconsistent with the terms of this Indenture. Any such agreement may provide that (i) such Securities Depository is not required to present a Bond to the Trustee in order to receive a partial payment of principal; (ii) a Bond need not be delivered to the Trustee in order for a tender of such Bond pursuant to Article IV of this Indenture to be effective or in order for the purchase price of such tendered Bond to be paid and that notice of tender of a Bond for purchase pursuant to Article IV hereof may be given to the Trustee by a beneficial owner of a Bond or a direct participant of the Securities Depository; (iii) a legend with respect to the registration of the Bond in the name of the Securities Depository shall appear on each Bond so long as the Bonds are subject to such agreement; and (iv) different provisions for notices to such Securities Depository may be set forth therein; and such provisions shall be binding on the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent for so long as such Securities Depository is the Securities Depository for Book-Entry Bonds hereunder.

Book-Entry System. (a) Anything Unless otherwise determined by the Issuer, the Bonds shall be issued in the form of a separate single certificated fully registered Bond, registered in the name of Cede & Co., as nominee of DTC, 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 Indenture to the contrary notwithstanding, any Bond may be authorized and issued as a Book-Entry BondSection shall apply thereto. (b) For all purposes With respect to Bonds registered on the registration books kept by the Registrar in the name of this Indenturethe Nominee, the Owner of a Book-Entry Bond shall be the Securities Depository therefor and neither the Issuer, the TrusteeCompany, the Paying Agent, the Tender Agent, Trustee and the Remarketing Agent, the Auction Agent nor the Registrar shall have any no responsibility or obligation to any DTC Participant or the beneficial owner of such Bond or to any direct or indirect participant in such Securities Depository, except as expressly provided in this IndentureBeneficial Owners. Without limiting the generality of the foregoingimmediately preceding sentence, neither the Issuer, the TrusteeCompany, the Paying Agent, the Tender Agent, Trustee and the Remarketing Agent, the Auction Agent nor the Registrar shall have any no responsibility or obligation to DTC, any such participant DTC Participant or to the beneficial owner of a Book-Entry Bond any Beneficial Owner with respect to (i1) the accuracy of the records of DTC, the Securities Depository Nominee or any participant DTC Participant with respect to any beneficial ownership interest in such Bondthe Bonds, (ii2) the delivery to any participant of the Securities Depository, the beneficial owner of such Bond by DTC or any other person, other than the Securities Depository, DTC Participant of any notice with respect to such Bondthe Bonds, including any notice of the redemption or purchase thereofredemption, or (iii3) the payment to any participant of the Securities Depository, the beneficial owner of such Bond DTC Participant or any other person, other than the Securities Depository, Beneficial Owner of any amount with respect to the principal, redemption price, if applicable, principal or purchase price of, or premium, if any, or interest on, such Bondthe Bonds. The Issuer, the TrusteeCompany, the Paying Agent, the Tender Agent, Trustee and the Remarketing Agent, Agent may treat and consider the Auction Agent and person in whose name each Bond is registered in the registration books kept by the Registrar may treat as the Securities Depository therefor as, holder and deem such Securities Depository to be, the absolute owner of a Book-Entry such Bond for all purposes whatsoever, including, but not limited to, (1) the purpose of payment of the principal, redemption principal purchase price, if applicable, or purchase price of, premium and interest on, with respect to such Bond, (2) for the purpose of giving notices of redemption or purchase and of other matters with respect to such Bond, (3) for the purpose of registering transfers with respect to such Bond as permitted hereby Bond, 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 all other purposes whatsoever. The Trustee, acting as Paying Agent, Agent shall pay the all principal or redemption price, of and premium if applicable, ofany, and interest on, a Book-Entry Bond, and the Trustee, acting as Tender Agent, shall pay the purchase price of a Book-Entry Bond, Bonds only to or upon the order of the Securities Depository thereforrespective Owners, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy fully and discharge the Issuer’s 's obligations with respect to such payment of principal or redemption price or purchase priceof, and interestpremium, if any, and interest on, 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 No person other than an Owner, as shown in the Securities Depository registration books kept by the Registrar, shall receive a certificated Bond or other instrument evidencing the Issuer’s obligation of the Issuer to make payments of the principal, redemption price or purchase price thereofprincipal premium if any, and interest thereonpursuant to this Indenture. (c) The Issuer, the Paying Agent, the Remarketing Agent and the Trustee shall execute and deliver to DTC a letter of representations in customary form with respect to the Bonds in book-entry form (the "DTC Representation Letter"), but such DTC Representation Letter shall not in any way limit the provisions of the foregoing paragraph (b) or in any other way impose upon the Issuer, 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 notice the Registrar. The Trustee, the Remarketing Agent and the Paying Agent shall take all action necessary for all representations of the Issuer in the DTC Representation Letter with respect to the Trustee, the Remarketing Agent and the Paying AgentAgent to be compiled with at all times, including but not limited to, the Tender Agent, giving of all notices required under the Registrar, the Remarketing Agent, the Auction DTC Representation Letter. The Trustee and Paying 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 are hereby authorized by the Issuer determines that (i) to enter into 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 IssuerDTC Representation Letter. (d) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving reasonable notice to the Issuer or the Trustee and discharging its responsibilities with respect thereto under applicable law. 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 a Securities Depository DTC with respect to the Bonds, unless a Book-Entry substitute securities depository is appointed to undertake the functions of DTC hereunder, the Issuer, at the expense of the Company, is obligated to deliver Bond pursuant certificates to clause (ii) the Beneficial Owners of subsection (c) of such Bonds, as described in this Section 2.13Indenture, and such Bond Bonds shall 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 Nominee, but may be registered in whatever name or names Owners transferring or exchanging Bonds shall designate, in accordance with the services of a Securities Depository with respect to a Book-Entry Bond pursuant to clause (i) of subsection (c) provisions 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 BondsIndenture. (e) Anything in Notwithstanding any other provision of this Indenture to the contrary notwithstandingcontrary, payment so long as any Bond is registered in the name of the redemption Nominee, all payments with respect to principal or purchase price of a Book-Entry Bondor, 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 portion thereofpremium, called for redemption prior to maturity may be paid to if any, or interest on, the Securities Depository by wire transfer of Bonds in immediately available funds. Anything in the Indenture funds to the contrary notwithstanding, such redemption price may be paid without presentation and surrender to the Trustee, as Paying Agent, of the Book-Entry Bond, or portion thereof, called for redemption; provided, however, that payment of (a) the principal payable at maturity of a Book-Entry Bond and (b) the redemption price of a Book-Entry Bond as to 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 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 the Issuer or the Securities Depository). Anything in this Indenture to the contrary notwithstanding, upon any such payment to the Securities Depository without presentation and surrender, for all purposes of (i) the Book-Entry Bond as to which such payment has been made and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so paid. In such event, the Trustee shall notify forthwith the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made, and the principal amount of such Bond so paid, and the Trustee shall note such payment on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsectionDTC. (f) For all purposes of this Indenture authorizing or permitting the purchase of Bonds, or portions thereof, by, or for the account of, the Issuer for cancellation, and anything So long as any Bond is held in the Indenture to the contrary notwithstanding, book-entry form a portion of a Book-Entry Bond may be deemed to have been purchased and cancelled without surrender thereof upon delivery Beneficial Owner (through its DTC Participant) shall give notice to the Trustee to elect to have its Bonds purchased, and shall effect delivery of a certificate executed such Bonds by the Issuer and a participant of the Securities Depository therefor causing such DTC Participant to the effect that a beneficial ownership transfer its interest in the Bonds equal to such Bond, in Beneficial Owner's interest on the principal amount stated therein, has been purchased by, or for the account of, the Issuer through the participant records 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 DTC to the Trustee, 's participant account with DTC. The requirement 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 physical delivery of the Issuer kept by it, but failure Bonds in connection with any purchase pursuant 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 Section 3.01 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 3.02 hereof shall be deemed to refer to satisfied when the defeasance, redemption, purchase or refunding of a portion of a Bond. (i) The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent may enter into an agreement with a Securities Depository for the Bonds providing for procedures for the registration, payment, tender and delivery of notices relating to the Bonds, provided that the terms of such agreement shall not be inconsistent with the terms of this Indenture. Any such agreement may provide that (i) such Securities Depository is not required to present a Bond to the Trustee ownership rights in order to receive a partial payment of principal; (ii) a Bond need not be delivered to the Trustee in order for a tender of such Bond pursuant to Article IV of this Indenture to be effective or in order for the purchase price of such tendered Bond to be paid and that notice of tender of a Bond for purchase pursuant to Article IV hereof may be given to the Trustee by a beneficial owner of a Bond or a direct participant of the Securities Depository; (iii) a legend with respect to the registration of the Bond in the name of the Securities Depository shall appear on each Bond so long as the Bonds are subject to such agreement; and (iv) different provisions for notices to such Securities Depository may be set forth therein; and such provisions shall be binding transferred by DTC Participants on the Issuer, records of DTC to the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent for so long as such Securities Depository is the Securities Depository for Book-Entry Bonds hereunder's participant account.

Book-Entry System. Prior to the issuance of any Series of Bonds issued hereunder, the Agency may provide that such Series of Bonds (a) Anything in this Indenture to the contrary notwithstanding, any Bond may shall be authorized and initially issued as a Book-Entry Bond. Bonds, and in such event, each maturity of such Series shall be in the form of a separate single fully registered Bond (b) For all purposes of this Indenturewhich may be typewritten). Upon initial issuance, the Owner ownership of a each such Bond shall be registered in the bond register in the name of the Nominee, as nominee of the Depository. With respect to Book-Entry Bond shall be the Securities Depository therefor and neither the IssuerBonds, the Trustee, Agency and the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar Trustee shall have any responsibility or obligation to the beneficial owner of such Bond or to any direct or indirect participant in such Securities Depository, except as expressly provided in this Indenture. Without limiting the generality of the foregoing, neither the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar shall have any no responsibility or obligation to any such participant Participant or to the beneficial owner any person on behalf of which such a Participant holds an interest in such Book-Entry Bond Bonds. Without limiting the immediately preceding sentence, the Agency and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Securities Depository Depository, the Nominee, or any participant Participant with respect to any beneficial ownership interest in such BondBook-Entry Bonds, (ii) the delivery to any participant of the Securities Depository, the beneficial owner of such Bond Participant or any other person, other than an Owner as shown in the Securities Depositorybond register, of any notice with respect to such BondBook-Entry Bonds, including any notice of the redemption or purchase thereofredemption, or (iii) the payment to any participant selection by the Depository and its Participants of the Securities Depositorybeneficial interests in Book-Entry Bonds to be redeemed in the event the Agency redeems such in part, or (iv) the beneficial owner payment of such Bond any Participant or any other person, other than an Owner as shown in the Securities Depositorybond register, of any amount with respect to the principalprincipal or Accreted Value of, redemption pricepremium, if applicable, or purchase price ofany, or interest on, such Bondon Book-Entry Bonds. The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent Agency and the Registrar Trustee may treat and consider the Securities Depository therefor as, and deem such Securities Depository to be, person in whose name each Book-Entry Bond is registered in the bond register as the absolute owner Owner of a such Book-Entry Bond for all purposes whatsoever, including, but not limited to, (1) the purpose of payment of the principal, redemption price, if applicable, or purchase price of, premium and interest on, with respect to such Bond, (2) for the purpose of giving notices of redemption or purchase and of other matters with respect to such Bond▇▇▇▇, (3) for the purpose of registering transfers with respect to such Bond as permitted hereby Bond, 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 all other purposes whatsoever. The Trustee, acting as Paying Agent, Trustee shall pay the all principal or redemption priceAccreted Value of, premium, if applicable, ofany, and interest on, a Book-Entry Bond, and on the Trustee, acting as Tender Agent, shall pay the purchase price of a Book-Entry Bond, Bonds only to or upon the order of the Securities Depository thereforrespective Owner, as shown in the bond register, or his respective attorney duly authorized in writing, and all such payments shall be valid and effective to fully satisfy fully and discharge the IssuerAgency’s obligations with respect to such payment of principal or redemption price or purchase priceAccreted Value of, premium, if any, and interest, interest on 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 No person other than an Owner, as shown in the Securities Depository bond register, shall receive a Bond or other instrument evidencing the Issuer’s obligation of the Agency to make payments of the principal, redemption price or purchase price thereofpremium, if any, and interest thereon. (c) The Issuer, pursuant to this Indenture. Upon delivery by notice the Depository to the TrusteeOwner, the Paying Agent, the Tender Agent, the Registrar, the Remarketing Agent, the Auction Agent Trustee and a Securities Depository, may, with the prior Agency of 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) Anything in this Indenture to the contrary notwithstanding, payment of the redemption price of a Book-Entry Bond, or portion thereof, called for redemption prior to maturity may be paid to the Securities Depository by wire transfer of immediately available funds. Anything in the Indenture to the contrary notwithstanding, such redemption price may be paid without presentation and surrender to the Trustee, as Paying Agent, of the Book-Entry Bond, or portion thereof, called for redemption; provided, however, that payment of (a) the principal payable at maturity of a Book-Entry Bond and (b) the redemption price of a Book-Entry Bond as to 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 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 the Issuer or the Securities Depository). Anything in this Indenture to the contrary notwithstanding, upon any such payment to the Securities Depository without presentation and surrender, for all purposes of (i) the Book-Entry Bond as to which such payment has been made and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so paid. In such event, the Trustee shall notify forthwith the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made, and the principal amount of such Bond so paid, and the Trustee shall note such payment on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (f) For all purposes of this Indenture authorizing or permitting the purchase of Bonds, or portions thereof, by, or for the account of, the Issuer for cancellation, and anything in the Indenture to the contrary notwithstanding, a portion of a Book-Entry Bond may be deemed to have been purchased and cancelled without surrender thereof upon delivery to the Trustee of a certificate executed by the Issuer and a participant of the Securities Depository therefor notice to the effect that the Depository has determined to substitute a beneficial ownership interest new nominee in such Bondplace of the Nominee, in and subject to the principal amount stated therein, has been purchased by, or for the account ofprovisions herein with respect to record dates, 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 word Nominee in this Indenture shall refer 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 nominee 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 beDepository. (h) Anything in this Indenture to the contrary notwithstanding, in the case of a Book-Entry Bond, the Issuer shall be authorized to redeem or purchase (by or for the account of the Issuer) less than all of the entire Outstanding principal amount thereof, and in the event of such partial defeasance, redemption, purchase or refunding, the provisions of the Indenture relating to the defeasance, redemption, purchase or refunding of a Bond or Bonds shall be deemed to refer to the defeasance, redemption, purchase or refunding of a portion of a Bond. (i) The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent may enter into an agreement with a Securities Depository for the Bonds providing for procedures for the registration, payment, tender and delivery of notices relating to the Bonds, provided that the terms of such agreement shall not be inconsistent with the terms of this Indenture. Any such agreement may provide that (i) such Securities Depository is not required to present a Bond to the Trustee in order to receive a partial payment of principal; (ii) a Bond need not be delivered to the Trustee in order for a tender of such Bond pursuant to Article IV of this Indenture to be effective or in order for the purchase price of such tendered Bond to be paid and that notice of tender of a Bond for purchase pursuant to Article IV hereof may be given to the Trustee by a beneficial owner of a Bond or a direct participant of the Securities Depository; (iii) a legend with respect to the registration of the Bond in the name of the Securities Depository shall appear on each Bond so long as the Bonds are subject to such agreement; and (iv) different provisions for notices to such Securities Depository may be set forth therein; and such provisions shall be binding on the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent for so long as such Securities Depository is the Securities Depository for Book-Entry Bonds hereunder.

Book-Entry System. During the Cash Collateralized Mode: (a) Anything Except as provided in subparagraph (c) of this Indenture 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 contrary notwithstanding, any Bond may be authorized and issued as a Book-Entry Bondaccount of Cede on the interest payment date for the Bonds at the address indicated for Cede in the registration books of the Issuer kept by the Trustee. (b) For all purposes The Bonds shall be initially issued in the form of this Indenturea separate single fully registered bond in the amount of each separately stated maturity of the Bonds. Upon initial issuance, the Owner ownership of a Book-Entry Bond such Bonds shall be registered in the Securities Depository therefor and neither registry books of the IssuerIssuer kept by the Trustee in the name of Cede, as nominee of DTC. With respect to Bonds registered in the registry books kept by the Trustee in the name of Cede, as nominee of DTC, the Trustee, Issuer and the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar Trustee shall have any responsibility or obligation to the beneficial owner of such Bond or to any direct or indirect participant in such Securities Depository, except as expressly provided in this Indenture. Without limiting the generality of the foregoing, neither the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar shall have any no responsibility or obligation to any such participant of DTC (a “Participant”) or to any person for whom a Participant acquires an interest in the beneficial owner of Bonds (a Book-Entry Bond “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 the Securities Depository DTC, Cede or any participant Participant with respect to any beneficial ownership interest in such Bondthe Bonds, (ii) the delivery to any participant of the Securities DepositoryParticipant, the beneficial owner of such Bond any Beneficial Owner or any other person, other than the Securities DepositoryDTC, of any notice with respect to such Bond, including any notice of the redemption or purchase thereofBonds, or (iii) the payment to any participant of the Securities DepositoryParticipant, the beneficial owner of such Bond any Beneficial Owner or any other person, other than the Securities DepositoryDTC, of any amount with respect to the principal, redemption price, if applicable, or purchase price of, principal of or interest on, such Bondon the Bonds. The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent Issuer and the Registrar Trustee may treat the Securities Depository therefor as, as and deem such Securities Depository DTC to be, be the absolute owner of a Book-Entry each Bond for all purposes whatsoever, including, but not limited to, (1) the purpose of payment of the principal, redemption price, if applicable, or purchase price of, principal of and interest on, on such Bond, (2) giving notices of redemption or purchase and of other matters with respect to such Bond, (3) for the purpose of registering transfers with respect to such Bond as permitted hereby Bond, 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 all other purposes whatsoever. The Trustee, acting as Paying Agent, Trustee shall pay the all principal or redemption price, if applicable, of, of and interest on, a Book-Entry Bond, and on the Trustee, acting as Tender Agent, shall pay the purchase price of a Book-Entry Bond, Bonds only to or upon the order of the Securities Depository thereforDTC, and all such payments shall be valid and effective to fully satisfy fully and discharge the Issuer’s obligations with respect to such the principal or redemption price or purchase price, of and interest, interest on the Bonds to the extent of the sum or sums so paid. Except as otherwise provided in subsection (d) Payments of this Section 2.13principal may be made without requiring the surrender of the Bonds, no 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 the Securities Depository DTC shall receive a Bond or other instrument evidencing the Issuer’s obligation of the Issuer to make payments of principal of and interest on the principal, redemption price or purchase price thereofBonds pursuant to this Indenture. 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 interest thereonsubject to the transfer provisions hereof, the word “Cede” in this Indenture shall refer to such new nominee of DTC. (c) The Issuer, by notice (i) DTC may determine 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 discontinue providing its services of such Securities Depository with respect to the Book-Entry Bonds for which such Securities Depository serves as securities depository if at any time by giving written notice to the Issuer determines that (i) the Securities Depository is unable to discharge and discharging its responsibilities with respect to thereto under applicable law. Under such Bond or circumstances (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 if there 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 successor 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 Bonddepository), Bond certificates will be delivered as requested by the Securities Depository so terminated of like principal amount, maturity and interest rate, in Authorized Denominations, to the identifiable beneficial owners in replacement of such beneficial owners’ beneficial ownership interests in such Book-Entry Bond and (ii) the Trustee shall notify the Remarketing Agent, the Auction Agent and the Borrower that the Bonds are no longer restricted to being registered in the registration books of the Issuer kept by the Trustee in the name of a Securities Depository; provided, however that such registration shall not be terminated by the Issuer or the Borrower without an opinion of Bond Counsel confirming that such termination of registration will not adversely affect the Tax-Exempt status of any Bonds. (e) Anything described in this Indenture to the contrary notwithstanding, payment of the redemption price of a Book-Entry Bond, or portion thereof, called for redemption prior to maturity may be paid to the Securities Depository by wire transfer of immediately available funds. Anything in the Indenture to the contrary notwithstanding, such redemption price may be paid without presentation and surrender to the Trustee, as Paying Agent, of the Book-Entry Bond, or portion thereof, called for redemption; provided, however, that payment of (a) the principal payable at maturity of a Book-Entry Bond and (b) the redemption price of a Book-Entry Bond as to 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 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 the Issuer or the Securities Depository). Anything in this Indenture to the contrary notwithstanding, upon any such payment to the Securities Depository without presentation and surrender, for all purposes of (i) the Book-Entry Bond as to which such payment has been made and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so paid. In such event, the Trustee shall notify forthwith the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made, and the principal amount of such Bond so paid, and the Trustee shall note such payment on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (f) For all purposes of this Indenture authorizing or permitting the purchase of Bonds, or portions thereof, by, or for the account of, the Issuer for cancellation, and anything in the Indenture to the contrary notwithstanding, a portion of a Book-Entry Bond may be deemed to have been purchased and cancelled without surrender thereof upon delivery to the Trustee of a certificate executed by the Issuer and a participant of the Securities Depository therefor to the effect that a beneficial ownership interest in such Bond, in the principal amount stated therein, has been purchased by, or for the account of, the Issuer through the participant of the Securities Depository executing such certificate; provided, however, that any purchase for cancellation of the entire principal amount of a Book-Entry Bond shall be effective for purposes of the Indenture only upon surrender of such Book-Entry Bond to the Paying Agent; and provided, further, that no portion of a Book-Entry Bond may be deemed to have been so purchased and cancelled without surrender thereof unless such Book-Entry Bond shall contain or have endorsed thereon the legend referred to in subsection (e) of this Section 2.13. Anything in the Indenture to the contrary notwithstanding, upon delivery of any such certificate to the Trustee, for all purposes of (i) the Book-Entry Bond to which such certificate relates and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so purchased. In such event, the Trustee shall immediately notify the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made and the amount thereof and shall note such reduction in principal amount of such Book-Entry Bond Outstanding on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (g) Anything in this Indenture to the contrary notwithstanding, a Securities Depository may make a notation on a Book-Entry Bond (i) redeemed in part or (ii) purchased by, or for the account of, the Issuer in part for cancellation, to reflect, for informational purposes only, the date of such redemption or purchase and the principal amount thereof redeemed or deemed cancelled, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in subsection (e) or (f) of this Section 2.13, as the case may be. (h) Anything in this Indenture to the contrary notwithstanding, in the case of a Book-Entry Bond, the Issuer shall be authorized to redeem or purchase (by or for the account of the Issuer) less than all of the entire Outstanding principal amount thereof, and in the event of such partial defeasance, redemption, purchase or refunding, the provisions of the Indenture relating to the defeasance, redemption, purchase or refunding of a Bond or Bonds shall be deemed to refer to the defeasance, redemption, purchase or refunding of a portion of a Bond. (i) The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent may enter into an agreement with a Securities Depository for the Bonds providing for procedures for the registration, payment, tender and delivery of notices relating to the Bonds, provided that the terms of such agreement shall not be inconsistent with the terms of this Indenture. Any such agreement may provide that (i) such Securities Depository is not required to present a Bond to the Trustee in order to receive a partial payment of principal; (ii) a Bond need not be delivered to the Trustee in order for a tender of such Bond pursuant to Article IV of this Indenture to be effective or in order for the purchase price of such tendered Bond to be paid and that notice of tender of a Bond for purchase pursuant to Article IV hereof may be given to the Trustee by a beneficial owner of a Bond or a direct participant of the Securities Depository; (iii) a legend with respect to the registration of the Bond in the name of the Securities Depository shall appear on each Bond so long as the Bonds are subject to such agreement; and (iv) different provisions for notices to such Securities Depository may be set forth therein; and such provisions shall be binding on the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent for so long as such Securities Depository is the Securities Depository for Book-Entry Bonds hereunder.

Book-Entry System. (a) Anything in this Indenture Prior to the contrary notwithstandingissuance of a Series of Bonds, any the Community Facilities District may provide that such Series of Bonds shall initially be issued as Book- Entry Bonds, and in such event, the Bonds of such Series for each maturity date shall be in the form of a separate single fully-registered Bond (which may be authorized and typewritten). Upon initial issuance, the ownership of each such Bond of such Series shall be registered in the Registration Books in the name of the Nominee, as nominee of the Depository. The Series 2024 Bonds shall initially be issued as a Book-Entry BondBonds. (b) For all purposes of this Indenture, the Owner of a With respect to Book-Entry Bond shall be the Securities Depository therefor and neither the IssuerBonds, the Trustee, Community Facilities District and the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar Trustee shall have any responsibility or obligation to the beneficial owner of such Bond or to any direct or indirect participant in such Securities Depository, except as expressly provided in this Indenture. Without limiting the generality of the foregoing, neither the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar shall have any no responsibility or obligation to any such participant Participant or to the beneficial owner any Person on behalf of which such a Participant holds an interest in such Book-Entry Bond Bonds. Without limiting the immediately preceding sentence, the Community Facilities District and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Securities Depository Depository, the Nominee or any participant Participant with respect to any beneficial ownership interest in such BondBook-Entry Bonds, (ii) the delivery to any participant of the Securities Depository, the beneficial owner of such Bond Participant or any other personPerson, other than an Owner as shown in the Securities DepositoryRegistration Books, of any notice with respect to such BondBook-Entry Bonds, including any notice of the redemption or purchase thereofredemption, 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 participant of the Securities Depository, the beneficial owner of such Bond Participant or any other personPerson, other than an Owner as shown in the Securities DepositoryRegistration Books, of any amount with respect to the principal, redemption price, if applicable, or purchase price principal of, or premium, if any, or interest onon Book-Entry Bonds, such Bond. or (v) any consent given or other action taken by the Depository as Owner. (c) The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent Community Facilities District and the Registrar Trustee may treat and consider the Securities Depository therefor as, and deem such Securities Depository to be, Person in whose name each Book-Entry Bond is registered in the Registration Books as the absolute owner Owner of a such Book-Entry Bond for all purposes whatsoever, including, but not limited to, (1) the purpose of payment of the principal, redemption price, if applicable, or purchase price principal of, and premium, if any, and interest on, on such Bond, (2) for the purpose of selecting any Bonds, or portions thereof, to be redeemed, for the purpose of giving notices of redemption or purchase and of other matters with respect to such Book-Entry Bond, (3) for the purpose of 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, for the purpose of obtaining any consent or other action to be taken by Owners and for all other purposes whatsoever, and the Trustee, acting as Tender Agent, Community Facilities District and the Trustee shall pay not be affected by any notice to the purchase price 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 (as that term is used in the Securities Depository thereforUniform Commercial Code as adopted in the State) the respective Owner, as shown in the Registration Books, or such Owner’s respective attorney duly authorized in writing, and all such payments shall be valid and effective to fully satisfy fully and discharge the Issuer’s obligations with respect to such payment of principal or redemption price or purchase priceof, and interestpremium, if any, and interest on the Book-Entry 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 No Person other than an Owner, as shown in the Securities Depository Registration Books, shall receive an authenticated Book-Entry Bond. Upon delivery by the Depository to the Owners, the Community Facilities District and the Trustee of written notice to the effect that the Depository has determined to substitute a Bond or other instrument evidencing the Issuer’s obligation to make payments new nominee in place of the principal, redemption price or purchase price thereofNominee, and interest thereonsubject to the provisions herein with respect to Record Dates, the word Nominee in this Indenture shall refer to such nominee of the Depository. (cf) The Issuer, by notice In order 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 qualify the Book-Entry Bonds for which such Securities the Depository’s book-entry system, the Community Facilities District shall execute and deliver to the Depository serves as securities depository if a Letter of Representations. The execution and delivery of a Letter of Representations shall not in any way impose upon the Issuer determines that (i) Community Facilities District or the Securities Depository is unable to discharge its responsibilities Trustee any obligation whatsoever with respect to Persons having interests in such Bond or (ii) a continuation of the requirement that all of the Bonds issued as Book-Entry Bonds be registered in other than the registration books Owners, as shown on the Registration Books. Such Letter of Representations may provide the Issuer kept 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 Community Facilities District, the Community Facilities District and the Trustee in shall take such other actions, not inconsistent with this Indenture, as are reasonably necessary to qualify Book-Entry Bonds for the name of Depository’s book-entry program. (g) In the Securities Depository event the Community Facilities District determines that it is not in the best interests of the beneficial owners 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 Bonds or determination, the Depository will notify the Participants of the Issuer. 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 (di) Upon the termination of the services of a Securities Depository with respect determines not to a continue to act as securities depository for Book-Entry Bond pursuant to clause Bonds, or (ii) of subsection (c) of this Section 2.13, such Bond the Depository shall no longer so act and gives notice to the Trustee of such determination, then the Community Facilities District shall be restricted discontinue the Book-Entry system with the Depository. If the Community Facilities District determines to being replace the Depository with another qualified securities depository, the Community Facilities District shall prepare or direct the preparation of a new single, separate, fully registered in Bond of the registration books kept by the Registrar appropriate Series for each maturity date of such Book-Entry Bonds, registered in the name of a Securities such successor or substitute qualified securities depository or its nominee. If the Community Facilities District fails to identify another qualified securities depository to replace the Depository. Upon , then 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 Bonds shall no longer be restricted to being registered in the registration books of the Issuer kept by the Trustee 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 Community Facilities District to do so, the Community Facilities District shall cooperate with the Depository in taking appropriate action after reasonable notice (i) to make available one or more separate certificates evidencing the 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 Bonds of a Securities Depository. In the event that a Series, so long as any Book-Entry Bond shall no longer be restricted to being of such Series is registered in the registration books of the Issuer kept by the Trustee in the name of a Securities Depositorythe Nominee, (i) the Issuer shall execute all payments of principal of, and the Trustee shall authenticate and deliverpremium, upon presentation and surrender of the Book-Entry Bondif any, 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 on 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 all notices with respect to being registered in the registration books of the Issuer kept by the Trustee in the name of a Securities Depository; provided, however that such registration shall not be terminated by the Issuer or the Borrower without an opinion of Bond Counsel confirming that such termination of registration will not adversely affect the Tax-Exempt status of any Bonds. (e) Anything in this Indenture to the contrary notwithstanding, payment of the redemption price of a Book-Entry Bond, or portion thereof, called for redemption prior to maturity may be paid to the Securities Depository by wire transfer of immediately available funds. Anything in the Indenture to the contrary notwithstanding, such redemption price may be paid without presentation and surrender to the Trustee, as Paying Agent, of the Book-Entry Bond, or portion thereof, called for redemption; provided, however, that payment of (a) the principal payable at maturity of a Book-Entry Bond and (b) the redemption price of a Book-Entry Bond as to 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 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 the Issuer or the Securities Depository). Anything in this Indenture to the contrary notwithstanding, upon any such payment to the Securities Depository without presentation and surrender, for all purposes of (i) the Book-Entry Bond as to which such payment has been made and (ii) this Indenturegiven, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so paid. In such eventrespectively, the Trustee shall notify forthwith the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made, and the principal amount of such Bond so paid, and the Trustee shall note such payment on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (f) For all purposes the Letter of this Indenture authorizing Representations or permitting the purchase of Bonds, or portions thereof, by, or for the account of, the Issuer for cancellation, and anything in the Indenture to the contrary notwithstanding, a portion of a Book-Entry Bond may be deemed to have been purchased and cancelled without surrender thereof upon delivery to the Trustee of a certificate executed as otherwise instructed 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 BondDepository. (i) The Issuer, In connection with any notice or other communication to be provided to Owners pursuant to this Indenture by the Community Facilities District or the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent may enter into an agreement with a Securities Depository for the Bonds providing for procedures for the registration, payment, tender and delivery of notices relating to the Bonds, provided that the terms of such agreement shall not be inconsistent with the terms of this Indenture. Any such agreement may provide that (i) such Securities Depository is not required to present a Bond to the Trustee in order to receive a partial payment of principal; (ii) a Bond need not be delivered to the Trustee in order for a tender of such Bond pursuant to Article IV of this Indenture to be effective or in order for the purchase price of such tendered Bond to be paid and that notice of tender of a Bond for purchase pursuant to Article IV hereof may be given to the Trustee by a beneficial owner of a Bond or a direct participant of the Securities Depository; (iii) a legend with respect to the registration any consent or other action to be taken by Owners of the Bond in the name of the Securities Depository shall appear on each Bond so long as the Bonds are subject to such agreement; and (iv) different provisions for notices to such Securities Depository may be set forth therein; and such provisions shall be binding on the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent for so long as such Securities Depository is the Securities Depository for Book-Entry Bonds hereunderBonds, the Trustee shall establish a record date for such consent or other action and give the Depository notice of such record date not less than 15 calendar days in advance of such record date to the extent possible.

Book-Entry System. (a) Anything Unless otherwise determined by the Issuer, the Bonds shall be issued in the form of a single certificated fully-registered Bond, registered in the name of Cede & Co., as nominee of DTC, 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 Indenture to the contrary notwithstanding, any Bond may be authorized and issued as a Book-Entry BondSection shall apply thereto. (b) For all purposes With respect to Bonds registered on the registration books kept by the Registrar in the name of this Indenturethe Nominee, the Owner of a Book-Entry Bond shall be the Securities Depository therefor and neither the Issuer, the TrusteeCompany, the Paying Agent, Registrar and the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar Trustee shall have any responsibility or obligation to the beneficial owner of such Bond or to any direct or indirect participant in such Securities Depository, except as expressly provided in this Indenture. Without limiting the generality of the foregoing, neither the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar shall have any no responsibility or obligation to any such participant DTC Participant or the Beneficial Owners. Without limiting the immediately preceding sentence, the Issuer, the Company, the Registrar and the Trustee shall have no responsibility or obligation to the beneficial owner of a Book-Entry Bond DTC, any DTC Participant or any Beneficial Owner with respect to (i1) the accuracy of the records of DTC, the Securities Depository Nominee or any participant DTC Participant with respect to any beneficial ownership interest in such Bondthe Bonds, (ii2) the delivery to any participant of the Securities Depository, the beneficial owner of such Bond by DTC or any other person, other than the Securities Depository, DTC Participant of any notice with respect to such Bondthe Bonds, including any notice of the redemption or purchase thereofredemption, or (iii3) the payment to any participant of the Securities Depository, the beneficial owner of such Bond DTC Participant or any other person, other than the Securities Depository, Beneficial Owner of any amount with respect to the principal, redemption price, if applicable, principal or purchase price of, or premium, if any, or interest on, such Bondthe Bonds. The Issuer, the TrusteeCompany, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent Registrar and the Registrar Trustee may treat and consider the Securities Depository therefor as, and deem such Securities Depository to be, person in whose name each Bond is registered in the registration books kept by the Registrar as the absolute owner of a Book-Entry such Bond for all purposes whatsoever, including, but not limited to, (1) the purpose of payment of the principal, redemption purchase price, if applicable, or purchase price of, premium and interest on, with respect to such Bond, (2) for the purpose of giving notices of redemption or purchase and of other matters with respect to such Bond, (3) for the purpose of registering transfers with respect to such Bond as permitted hereby Bond, 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 all other purposes whatsoever. The Trustee, acting as Paying Agent, Trustee shall pay the all principal or redemption price, of and premium if applicable, ofany, and interest on, a Book-Entry Bond, and the Trustee, acting as Tender Agent, shall pay the purchase price of a Book-Entry Bond, Bonds only to or upon the order of the Securities Depository thereforrespective Owners, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy fully and discharge the Issuer’s obligations with respect to such payment of principal or redemption price or purchase priceof, and interestpremium, if any, and interest on, 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 No person other than an Owner, as shown in the Securities Depository registration books kept by the Registrar, shall receive a certificated Bond or other instrument evidencing the Issuer’s obligation of the Issuer to make payments of the principal, redemption price or purchase price thereofpremium, if any, and interest thereonpursuant to this Indenture. (c) The Issuer, by notice Issuer has executed and delivered to the Trustee, the Paying Agent, the Tender Agent, the Registrar, the Remarketing Agent, the Auction Agent and DTC a Securities Depository, may, with the prior written consent letter of the Borrower, and shall, at the written direction of an Authorized Borrower Representative, terminate the services of such Securities Depository representations in customary form with respect to the BookBonds in book-Entry Bonds for which such Securities Depository serves as securities depository if entry form (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“DTC Representation Letter”). (d) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving reasonable notice to the Issuer or the Trustee and discharging its responsibilities with respect thereto under applicable law. The Issuer, with the consent of the Company, may terminate the services of DTC with respect to the Bonds. Upon the discontinuance or termination of the services of a Securities Depository DTC with respect to the Bonds, unless a Book-Entry substitute securities depository is appointed to undertake the functions of DTC hereunder, the Issuer, at the expense of the Company, is obligated to deliver Bond pursuant certificates to clause (ii) the Beneficial Owners of subsection (c) of such Bonds, as described in this Section 2.13Indenture, and such Bond Bonds shall no longer shall be restricted to being registered in the registration books kept by the Registrar in the name of a Securities Depositorythe 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. Upon The Trustee, the termination Registrar and the Issuer may conclusively rely on information provided by DTC and DTC Participants as to the identity 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 Owners 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 Bondsamount owed. (e) Anything in Notwithstanding any other provision of this Indenture to the contrary notwithstandingcontrary, payment of the redemption price of a Book-Entry Bond, or portion thereof, called for redemption prior to maturity may be paid to the Securities Depository by wire transfer of immediately available funds. Anything in the Indenture to the contrary notwithstanding, such redemption price may be paid without presentation and surrender to the Trustee, so long as Paying Agent, of the Book-Entry Bond, or portion thereof, called for redemption; provided, however, that payment of (a) the principal payable at maturity of a Book-Entry any Bond and (b) the redemption price of a Book-Entry Bond as to 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 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 the Issuer or the Securities Depository). Anything in this Indenture to the contrary notwithstanding, upon any such payment to the Securities Depository without presentation and surrender, for all purposes of (i) the Book-Entry Bond as to which such payment has been made and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so paid. In such event, the Trustee shall notify forthwith the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made, and the principal amount of such Bond so paid, and the Trustee shall note such payment on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (f) For all purposes of this Indenture authorizing or permitting the purchase of Bonds, or portions thereof, by, or for the account of, the Issuer for cancellation, and anything in the Indenture to the contrary notwithstanding, a portion of a Book-Entry Bond may be deemed to have been purchased and cancelled without surrender thereof upon delivery to the Trustee of a certificate executed by the Issuer and a participant of the Securities Depository therefor to the effect that a beneficial ownership interest in such Bond, in the principal amount stated therein, has been purchased by, or for the account of, the Issuer through the participant of the Securities Depository executing such certificate; provided, however, that any purchase for cancellation of the entire principal amount of a Book-Entry Bond shall be effective for purposes of the Indenture only upon surrender of such Book-Entry Bond to the Paying Agent; and provided, further, that no portion of a Book-Entry Bond may be deemed to have been so purchased and cancelled without surrender thereof unless such Book-Entry Bond shall contain or have endorsed thereon the legend referred to in subsection (e) of this Section 2.13. Anything in the Indenture to the contrary notwithstanding, upon delivery of any such certificate to the Trustee, for all purposes of (i) the Book-Entry Bond to which such certificate relates and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so purchased. In such event, the Trustee shall immediately notify the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made and the amount thereof and shall note such reduction in principal amount of such Book-Entry Bond Outstanding on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (g) Anything in this Indenture to the contrary notwithstanding, a Securities Depository may make a notation on a Book-Entry Bond (i) redeemed in part or (ii) purchased by, or for the account of, the Issuer in part for cancellation, to reflect, for informational purposes only, the date of such redemption or purchase and the principal amount thereof redeemed or deemed cancelled, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in subsection (e) or (f) of this Section 2.13, as the case may be. (h) Anything in this Indenture to the contrary notwithstanding, in the case of a Book-Entry Bond, the Issuer shall be authorized to redeem or purchase (by or for the account of the Issuer) less than all of the entire Outstanding principal amount thereof, and in the event of such partial defeasance, redemption, purchase or refunding, the provisions of the Indenture relating to the defeasance, redemption, purchase or refunding of a Bond or Bonds shall be deemed to refer to the defeasance, redemption, purchase or refunding of a portion of a Bond. (i) The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent may enter into an agreement with a Securities Depository for the Bonds providing for procedures for the registration, payment, tender and delivery of notices relating to the Bonds, provided that the terms of such agreement shall not be inconsistent with the terms of this Indenture. Any such agreement may provide that (i) such Securities Depository is not required to present a Bond to the Trustee in order to receive a partial payment of principal; (ii) a Bond need not be delivered to the Trustee in order for a tender of such Bond pursuant to Article IV of this Indenture to be effective or in order for the purchase price of such tendered Bond to be paid and that notice of tender of a Bond for purchase pursuant to Article IV hereof may be given to the Trustee by a beneficial owner of a Bond or a direct participant of the Securities Depository; (iii) a legend with respect to the registration of the Bond registered in the name of the Securities Depository 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 appear on each Bond so long as 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 the Trustee of principal of, or premium, if any, or interest on, the Bonds are subject in immediately available funds to such agreement; and (iv) different provisions for notices to such Securities Depository may be set forth therein; and such provisions shall be binding on the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent for so long as such Securities Depository is the Securities Depository for Book-Entry Bonds hereunderDTC.

Book-Entry System. (a) Anything DTC will act as Securities Depository for each series of the Bonds. The Bonds shall be initially issued in this Indenture 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 contrary notwithstanding, any Bond may be authorized Bonds shall mean Cede & Co. and issued as a Book-Entry Bondshall not mean the beneficial owners of the Bonds. (b) For all purposes The ownership interest of this Indentureeach 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 nominee, the Owner of a Book-Entry Bond shall be Issuer and the Securities Depository therefor and neither the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar Trustee shall have any no responsibility or obligation to the beneficial owner of such Bond any DTC Participant or to any direct or indirect participant person on behalf of whom such a DTC Participant holds an interest in such Securities Depositorythe Bonds, except as expressly provided in this Indenture. Without limiting the generality of the foregoing, neither the Issuerimmediately preceding sentence, the Trustee, Issuer and the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar Trustee shall have any no 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 the Securities Depository DTC, Cede & Co. or any participant DTC Participant with respect to any beneficial ownership interest in such Bondthe Bonds, (ii) the delivery to any participant of the Securities Depository, the beneficial owner of such Bond DTC Participant or any other person, other than a Bondholder, as shown on the Securities Depositoryregistration books, of any notice with respect to such Bondthe Bonds, including any notice of the redemption or purchase thereofredemption, or (iii) the payment to any participant of the Securities Depository, the beneficial owner of such Bond DTC Participant or any other person, other than a Registered Owner, as shown in the Securities Depository, registration books of any amount with respect to the principalprincipal of, redemption pricepremium, if applicable, or purchase price ofany, or interest on, such Bond. The Issuerthe Bonds. (d) Notwithstanding any other provisions of this Indenture to the contrary, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent Issuer and the Registrar may Trustee shall be entitled to treat and consider the Securities Depository therefor as, and deem such Securities Depository to be, person in whose name each Bond is registered in the registration books as the absolute owner of a Book-Entry such Bond for all purposes whatsoever, including, but not limited to, (1) the purpose of payment of the principal, redemption pricepremium, if applicable, or purchase price ofany, and interest on, with respect to such Bond, (2) for the purpose of giving notices of redemption or purchase and of other matters with respect to such Bond, (3) for the purpose of registering transfers with respect to such Bond as permitted hereby Bond, 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 all other purposes whatsoever. The Trustee, acting as Paying Agent, Trustee shall pay the all principal or redemption priceof, premium, if applicable, ofany, and interest on, a Book-Entry Bond, and on the Trustee, acting as Tender Agent, shall pay the purchase price of a Book-Entry Bond, Bonds only to or upon the order of the Securities Depository thereforrespective 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 fully and discharge the Issuer’s obligations with respect to such payment of principal or redemption price or purchase priceof, premium, if any, and interestinterest on, the Bonds to the extent of the sum or sums so paid. Except as otherwise provided in subsection . (de) of this Section 2.13, no No person other than a Registered Owner, as shown in the Securities Depository registration books, shall receive a Bond or other instrument certificate evidencing the Issuer’s obligation of the Issuer to make payments of the principal, redemption price or purchase price thereofpremium, if any, and interest thereoninterest, pursuant to this Indenture. (cf) 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 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, 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 deliver 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, Bonds to the identifiable beneficial owners Beneficial Owners thereof in replacement of such beneficial owners’ beneficial ownership interests in such Book-Entry Bond and (ii) accordance with the information respecting the Beneficial Owners provided to the Trustee shall notify by DTC, but without any liability on the Remarketing Agent, the Auction Agent and the Borrower that the Bonds are no longer restricted to being registered in the registration books part 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 Trustee for the Tax-Exempt status of any Bonds. (e) Anything in this Indenture to the contrary notwithstanding, payment of the redemption price of a Book-Entry Bond, or portion thereof, called for redemption prior to maturity may be paid to the Securities Depository by wire transfer of immediately available funds. Anything in the Indenture to the contrary notwithstanding, such redemption price may be paid without presentation and surrender to the Trustee, as Paying Agent, of the Book-Entry Bond, or portion thereof, called for redemption; provided, however, that payment of (a) the principal payable at maturity of a Book-Entry Bond and (b) the redemption price of a Book-Entry Bond as to which the entire principal amount thereof has been called for redemption shall be payable only upon presentation and surrender accuracy of such Book-Entry Bond to the 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 information. The Chairman 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 the Issuer or the Securities Depository). Anything in this Indenture to the contrary notwithstanding, upon any such payment to the Securities Depository without presentation and surrender, for all purposes of (i) the Book-Entry Bond as to which such payment has been made and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so paid. In such event, the Trustee shall notify forthwith the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made, and the principal amount of such Bond so paid, and the Trustee shall note such payment on the registration books Executive Director of the Issuer kept by it, but failure are hereby authorized to make execute any such notation shall not affect the automatic reduction additional Letter of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (f) For all purposes of this Indenture authorizing Representations or permitting the purchase of Bonds, similar document necessary from time to time to continue or portions thereof, by, or provide for the account of, the Issuer for cancellation, and anything in the Indenture to the contrary notwithstanding, a portion of a BookDTC 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 subsectionentry system. (g) Anything in this Indenture to the contrary notwithstanding, a Securities Depository may make a notation on a Book-Entry Bond (i) redeemed in part or (ii) purchased by, or for the account of, the Issuer in part for cancellation, to reflect, for informational purposes only, the date of such redemption or purchase and the principal amount thereof redeemed or deemed cancelled, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in subsection (e) or (f) of this Section 2.13, as the case may be. (h) Anything in this Indenture to the contrary notwithstanding, in the case of a Book-Entry Bond, the Issuer shall be authorized to redeem or purchase (by or for the account of the Issuer) less than all of the entire Outstanding principal amount thereof, and in the event of such partial defeasance, redemption, purchase or refunding, the provisions of the Indenture relating to the defeasance, redemption, purchase or refunding of a Bond or Bonds shall be deemed to refer to the defeasance, redemption, purchase or refunding of a portion of a Bond. (i) The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent may enter into an agreement with a Securities Depository for the Bonds providing for procedures for the registration, payment, tender and delivery of notices relating to the Bonds, provided that the terms of such agreement shall not be inconsistent with the terms of this Indenture. Any such agreement may provide that (i) such Securities Depository is not required to present a Bond to the Trustee in order to receive a partial payment of principal; (ii) a Bond need not be delivered to the Trustee in order for a tender of such Bond pursuant to Article IV of this Indenture to be effective or in order for the purchase price of such tendered Bond to be paid and that notice of tender of a Bond for purchase pursuant to Article IV hereof may be given to the Trustee by a beneficial owner of a Bond or a direct participant of the Securities Depository; (iii) a legend with respect to the registration of the Bond in the name of the Securities Depository shall appear on each Bond so long as the Bonds are subject to such agreement; and (iv) different provisions for notices to such Securities Depository may be set forth therein; and such provisions shall be binding on the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent for so long as such Securities Depository is the Securities Depository for Book-Entry Bonds hereunder.

Book-Entry System. (a) Anything DTC will act as the initial Securities Depository for the Bonds. The Bonds shall be initially issued in this Indenture the form of a single fully registered Bond registered in the name of Cede & Co., as nominee for DTC, 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 of the contrary notwithstanding, any Bond may be authorized Bonds shall mean Cede & Co. and issued as a Book-Entry Bondshall not mean the beneficial owners of the Bonds. (b) For all purposes of this IndentureWhile DTC is the Securities Depository, the Owner ownership interest of each of the beneficial owners of the Bonds will be recorded through the records of a Book-Entry Bond shall 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 the Securities Depository therefor and neither the IssuerDepository, the TrusteeAuthority, the Bond Registrar, the Paying Agent, any co-paying agent and the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar Trustee shall have any no responsibility or obligation to the beneficial owner any Person on behalf of such Bond or to any direct or indirect participant in whom such Securities DepositoryDepository holds an interest in the Bonds, except as expressly provided in this Indenture. Without limiting the generality of the foregoing, neither the Issuerimmediately preceding sentence, the TrusteeAuthority, the Bond Registrar, the Paying Agent, any co-paying agent and the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar Trustee shall have any no 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 the Securities Depository or any participant with respect to any beneficial ownership interest in such Bondthe Bonds, (ii) the delivery to any participant of the Securities Depository, the beneficial owner of such Bond or any other personPerson, other than a Bondholder, as shown on the Securities DepositoryBond Register, of any notice with respect to such Bondthe Bonds, including any notice of the redemption or purchase thereofredemption, or (iii) the payment to any participant of the Securities Depository, the beneficial owner of such Bond or any other personPerson, other than a Registered Owner, as shown in the Securities Depository, Bond Register of any amount with respect to the principalprincipal of, redemption pricepremium, if applicable, or purchase price ofany, or interest on, such Bond. The Issuerthe Bonds. (d) Notwithstanding any other provisions of this Indenture to the contrary, the TrusteeAuthority, the Bond Registrar, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent any co-paying agent and the Registrar may Trustee shall be entitled to treat and consider the Securities Depository therefor as, and deem such Securities Depository to be, Person in whose name each Bond is registered in the Bond Register as the absolute owner of a Book-Entry such Bond for all purposes whatsoever, including, but not limited to, (1) the purpose of payment of the principal, redemption pricepremium, if applicable, or purchase price ofany, and interest on, with respect to such Bond, (2) for the purpose of giving notices of redemption or purchase and of other matters with respect to such Bond, (3) for the purpose of registering transfers with respect to such Bond as permitted hereby Bond, 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 all other purposes whatsoever. The Trustee, acting as Paying Agent, Agent shall pay the all principal or redemption priceof, premium, if applicable, ofany, and interest on, a Book-Entry Bond, and on the Trustee, acting as Tender Agent, shall pay the purchase price of a Book-Entry Bond, Bonds only to or upon the order of the Securities Depository thereforrespective owners, as shown in the 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 fully and discharge the Issuer’s Authority's obligations with respect to such payment of principal or redemption price or purchase priceof, premium, if any, and interestinterest on, the Bonds to the extent of the sum or sums so paid. Except as otherwise provided in subsection . (de) of this Section 2.13, no person No Person other than a Registered Owner, as shown in the Securities Depository Bond Register, shall receive a Bond or other instrument certificate evidencing the Issuer’s obligation of the Authority to make payments of the principal, redemption price or purchase price thereofpremium, if any, and interest thereoninterest, pursuant to this Indenture. (cf) The IssuerExcept 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 notice to the notation on the books of the Securities Depository, 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, the Paying Agent, any co-paying agent and the Tender Agent, the Registrar, the Remarketing Agent, the Auction Agent and a Securities Depository, may, Bond Registrar shall comply with the prior written consent terms of the Borrower, and shall, at the written direction of an Authorized Borrower Representative, terminate the services of such DTC Letter. (h) The Securities Depository may determine to discontinue providing its service with respect to the Book-Entry Bonds for at any time by giving reasonable written notice and all relevant information on the beneficial owners of the 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 Authority and the Trustee. If there is no successor Securities Depository serves as securities depository if appointed by the Issuer Authority, the 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. In the event that the Company determines that (i) the Securities Depository is unable to discharge incapable of discharging its responsibilities with respect described herein or in any agreement among the Authority, the Trustee and the Securities Depository, the Authority, at the direction of the Company, shall (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 Bond successor securities depository 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 notify the Securities Depository is not in and the best interests beneficial owners, identified by the Securities Depository, of the beneficial owners of such Bonds or of availability through the Issuer. (d) Upon the termination of the services of a Securities Depository with respect of Bonds and transfer one or more separate Bonds to a Book-Entry Bond pursuant to clause (ii) of subsection (c) of this Section 2.13the beneficial owners, such Bond no longer shall be restricted to being registered identified in the registration books kept writing by the Registrar in the name of a Securities Depository. Upon the termination of the services of a Securities Depository with respect as having Bonds credited to a Book-Entry Bond pursuant to clause (i) of subsection (c) of this Section 2.13their accounts. In such event, 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 Bonds shall no longer be restricted to being registered in the registration books of the Issuer kept by the Trustee in the name of a Securities Depository. In the event that a Book-Entry Bond shall no longer be restricted to being registered in the registration books of the Issuer kept by the Trustee in the name of a Securities Depository, (i) the Issuer shall execute and the Trustee shall authenticate and deliver, upon presentation and surrender of the Book-Entry Bond, Bond certificates as requested by the Securities Depository so terminated of like principal amount, maturity and interest rate, in Authorized Denominations, to the identifiable beneficial owners in replacement of such beneficial owners’ beneficial ownership interests in such Book-Entry Bond and (ii) the Trustee shall notify the Remarketing Agent, the Auction Agent and the Borrower that the Bonds are no longer restricted to being registered in the registration books of the Issuer kept by the Trustee in the name of a Securities Depository; provided, however that such registration shall not be terminated by the Issuer or the Borrower without an opinion of Bond Counsel confirming that such termination of registration will not adversely affect the Tax-Exempt status of any Bonds. (e) Anything in this Indenture to the contrary notwithstanding, payment of the redemption price of a Book-Entry Bond, or portion thereof, called for redemption prior to maturity may be paid to the Securities Depository by wire transfer of immediately available funds. Anything in the Indenture to the contrary notwithstanding, such redemption price may be paid without presentation and surrender to the Trustee, as Paying Agent, of the Book-Entry Bond, or portion thereof, called for redemption; provided, however, that payment of (a) the principal payable at maturity of a Book-Entry Bond and (b) the redemption price of a Book-Entry Bond as to 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 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 the Issuer or the Securities Depository). Anything in this Indenture to the contrary notwithstanding, upon any such payment to the Securities Depository without presentation and surrender, for all purposes of (i) the Book-Entry Bond as to which such payment has been made and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so paid. In such event, the Trustee shall notify forthwith the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made, and the principal amount of such Bond so paid, and the Trustee shall note such payment on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (f) For all purposes of this Indenture authorizing or permitting the purchase of Bonds, or portions thereof, by, or for the account of, the Issuer for cancellation, and anything in the Indenture to the contrary notwithstanding, a portion of a Book-Entry Bond may be deemed to have been purchased and cancelled without surrender thereof upon delivery to the Trustee of a certificate executed by the Issuer and a participant of the Securities Depository therefor to the effect that a beneficial ownership interest in such Bond, in the principal amount stated therein, has been purchased by, or for the account of, the Issuer through the participant of the Securities Depository executing such certificate; provided, however, that any purchase for cancellation of the entire principal amount of a Book-Entry Bond shall be effective for purposes of the Indenture only upon surrender of such Book-Entry Bond to the Paying Agent; and provided, further, that no portion of a Book-Entry Bond may be deemed to have been so purchased and cancelled without surrender thereof unless such Book-Entry Bond shall contain or have endorsed thereon the legend referred to in subsection (e) of this Section 2.13. Anything in the Indenture to the contrary notwithstanding, upon delivery of any such certificate to the Trustee, for all purposes of (i) the Book-Entry Bond to which such certificate relates and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so purchased. In such event, the Trustee shall immediately notify the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made and the amount thereof and shall note such reduction in principal amount of such Book-Entry Bond Outstanding on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (g) Anything in this Indenture to the contrary notwithstanding, a Securities Depository may make a notation on a Book-Entry Bond (i) redeemed in part or (ii) purchased by, or for the account of, the Issuer in part for cancellation, to reflect, for informational purposes only, the date of such redemption or purchase and the principal amount thereof redeemed or deemed cancelled, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in subsection (e) or (f) of this Section 2.13, as the case may be. (h) Anything in this Indenture to the contrary notwithstanding, in the case of a Book-Entry Bond, the Issuer shall be authorized to redeem or purchase (by or for the account of the Issuer) less than all of the entire Outstanding principal amount thereof, and in the event of such partial defeasance, redemption, purchase or refunding, the provisions of the Indenture relating to the defeasance, redemption, purchase or refunding of a Bond or Bonds shall be deemed to refer to the defeasance, redemption, purchase or refunding of a portion of a Bond. (i) The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent may enter into an agreement with a Securities Depository for the Bonds providing for procedures for the registration, payment, tender and delivery of notices relating to the Bonds, provided that the terms of such agreement shall not be inconsistent with the terms of this Indenture. Any such agreement may provide that (i) such Securities Depository is not required to present a Bond to the Trustee in order to receive a partial payment of principal; (ii) a Bond need not be delivered to the Trustee in order for a tender of such Bond pursuant to Article IV of this Indenture to be effective or in order for the purchase price of such tendered Bond to be paid and that notice of tender of a Bond for purchase pursuant to Article IV hereof may be given to the Trustee by a beneficial owner of a Bond or a direct participant of the Securities Depository; (iii) a legend with respect to the registration of the Bond Register 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 Depository, but may be set forth therein; and such 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 shall be binding on of this Indenture. Upon the Issuerwritten consent of 100% of the beneficial owners of the Bonds, the Trustee, in accordance with any agreement among the Paying AgentAuthority, the Tender AgentTrustee, the Remarketing Agent and the Auction Agent for so long as such Securities Depository is Depository, shall withdraw the Bonds from the Securities Depository, and authenticate and deliver Bonds fully registered to the assignees of the Securities Depository or its nominee. If the request for Booksuch 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 book-Entry Bonds hereunderentry system, the Authority or the Company shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Code Section 6045. The Trustee may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Book-Entry System. (a) Anything in this Indenture to the contrary notwithstanding, any Bond may The Bonds shall be authorized and initially issued as a Book-Entry Bond. single Bond registered in the name of Cede & Co. (b“Cede”), as nominee of DTC, in the registration books kept by the Registrar. Except as provided in subsection (c) For below, all purposes of this Indenture, the Owner of a Book-Entry Bond Bonds outstanding from time to time shall be registered in the Securities Depository therefor and neither registration books kept by the Registrar in the name of Cede, as nominee of DTC. With respect to Bonds registered in the registration books kept by the Registrar in the name of Cede, as nominee of DTC, the Issuer, the Trustee, the Registrar and the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar shall have any no responsibility or obligation to the beneficial owner of such Bond any Participant or to any direct or indirect participant Person on behalf of which a Participant holds an interest in such Securities Depository, except as expressly provided in this Indenturethe Bonds. Without limiting the generality of the foregoingimmediately preceding sentence, neither the Issuer, the Trustee, the Registrar and the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar shall have any no 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 the Securities Depository DTC, Cede or any participant Participant with respect to any beneficial ownership interest in such Bondthe Bonds, (ii) the delivery to any participant of the Securities Depository, the beneficial owner of such Bond Participant or any other personPerson, other than an Owner as shown in the Securities Depositoryregistration books kept by the Registrar, of any notice with respect to such Bondthe Bonds, including any notice of the redemption or purchase thereofredemption, or (iii) the payment to any participant of the Securities Depository, the beneficial owner of such Bond Participant or any other personPerson, other than an Owner, as shown in the Securities Depositoryregistration books kept by the Registrar, of any amount with respect to the principal, redemption priceprincipal of or premium, if applicable, or purchase price ofany, or interest on, such Bondon the Bonds. The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent Registrar and the Registrar Paying Agent may treat and consider the Securities Depository therefor as, Person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and deem such Securities Depository to be, the absolute owner of a Book-Entry such Bond for all purposes whatsoever, including, but not limited to, (1) the purpose of payment of the principal, redemption price, if applicable, or purchase price of, premium and interest on, with respect to such Bond, (2) for the purpose of giving notices of redemption or purchase and of other matters with respect to such Bond, (3) for the purpose of 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 all other purposes whatsoever. The Trustee, acting as Paying Agent, Agent shall pay the all principal or redemption priceof and premium, if applicable, ofany, and interest on, a Book-Entry Bond, and on the Trustee, acting as Tender Agent, shall pay the purchase price of a Book-Entry Bond, Bonds only to or upon the order of respective Owners, as shown in the Securities Depository thereforregistration books kept by the Registrar, as provided in 2.01 hereof, and all such payments shall be valid and effective to fully satisfy fully and discharge the Issuer’s obligations with respect to such payment of principal or redemption price or purchase priceof and premium, if any, and interest, interest on the Bonds to the extent of the sum or sums so paid. Except So long as otherwise provided the book-entry system described above shall be in subsection (d) of this Section 2.13effect, no person Person other than an Owner, as shown in the Securities Depository registration books kept by the Registrar, shall receive a Bond or other instrument certificate evidencing the Issuer’s obligation of the Issuer to make payments of the principal, redemption price or purchase price thereofpremium, if any, and interest thereonpursuant 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 Indenture 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. (cb) The Issuer, ’s execution and delivery of the Letter of Representations shall not in any way limit the provisions of 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 shown on the registration books kept by notice the Registrar. The Trustee shall take all action necessary for all representations of the Issuer in the Letter of Representations with respect to the Trustee, the Paying Agent, the Tender Agent, the Registrar, the Remarketing Agent, the Auction Agent and a Securities Depository, maythe Registrar to be complied with at all times. (c) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving reasonable notice to the Issuer or the Trustee and discharging its responsibilities with respect thereto under applicable law. The Issuer, with the prior written consent of the BorrowerCompany, and shall, at the written direction of an Authorized Borrower Representative, may terminate the services of such Securities Depository DTC with respect to the Book-Entry Bonds for which such Securities Depository serves as securities depository if Bonds. In accordance with Section 2.01(e) hereof, upon the Issuer determines that (i) the Securities Depository is unable to discharge its responsibilities with respect to such Bond discontinuance 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 DTC with respect to the Bonds, the Issuer and the Trustee, at the direction of the Company, may select and enter into arrangements with a Book-Entry Bond pursuant substitute Securities Depository. Unless a substitute Securities Depository is appointed to clause (ii) undertake the functions of subsection (c) of this Section 2.13DTC hereunder, such Bond the Bonds shall no longer shall be restricted to being registered in the registration books kept by the Registrar in the name of a Securities Depository. Upon Cede, as nominee of DTC, but may be registered in whatever name or names Owners transferring or exchanging Bonds shall designate in accordance with the termination provisions of the services of a Securities Depository with respect to a Book-Entry Bond pursuant to clause Section 2.07 hereof. (id) of subsection (c) Notwithstanding any other provision of this Section 2.13Indenture to the contrary, 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, so long as any Bond 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 Cede, as nominee of DTC, 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 no longer be restricted to being registered in the registration books of the Issuer kept by the Trustee in the name of a Securities Depository, (i) the Issuer shall execute and the Trustee shall authenticate and deliver, upon presentation and surrender of the Book-Entry Bond, Bond certificates as requested by the Securities Depository so terminated of like principal amount, maturity and interest rate, in Authorized Denominations, to the identifiable beneficial owners in replacement of such beneficial owners’ beneficial ownership interests in such Book-Entry Bond and (ii) the Trustee shall notify the Remarketing Agent, the Auction Agent and the Borrower that the Bonds are no longer restricted to being registered in the registration books of the Issuer kept by the Trustee in the name of a Securities Depository; provided, however that such registration shall not be terminated by the Issuer or the Borrower without an opinion of Bond Counsel confirming that such termination of registration will not adversely affect the Tax-Exempt status of any Bonds. (e) Anything in this Indenture to the contrary notwithstanding, payment of the redemption price of a Book-Entry Bond, or portion thereof, called for redemption prior to maturity may be paid to the Securities Depository by wire transfer of immediately available funds. Anything in the Indenture to the contrary notwithstanding, such redemption price may be paid without presentation and surrender to the Trustee, as Paying Agent, of the Book-Entry Bond, or portion thereof, called for redemption; provided, however, that payment of (a) the principal payable at maturity of a Book-Entry Bond and (b) the redemption price of a Book-Entry Bond as to 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 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 the Issuer or the Securities Depository). Anything in this Indenture to the contrary notwithstanding, upon any such payment to the Securities Depository without presentation and surrender, for all purposes of (i) the Book-Entry Bond as to which such payment has been made and (ii) this Indenturegiven, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so paid. In such event, the Trustee shall notify forthwith the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made, and the principal amount of such Bond so paid, and the Trustee shall note such payment on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (f) For all purposes of this Indenture authorizing or permitting the purchase of Bonds, or portions thereof, by, or for the account of, the Issuer for cancellation, and anything in the Indenture to the contrary notwithstanding, a portion of a Book-Entry Bond may be deemed to have been purchased and cancelled without surrender thereof upon delivery to the Trustee of a certificate executed by the Issuer and a participant of the Securities Depository therefor to the effect that a beneficial ownership interest in such Bondrespectively, 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 manner provided in the Indenture to the contrary notwithstanding, upon delivery Letter 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 subsectionRepresentations. (g) Anything in this Indenture to the contrary notwithstanding, a Securities Depository may make a notation on a Book-Entry Bond (i) redeemed in part or (ii) purchased by, or for the account of, the Issuer in part for cancellation, to reflect, for informational purposes only, the date of such redemption or purchase and the principal amount thereof redeemed or deemed cancelled, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in subsection (e) or (f) of this Section 2.13, as the case may be. (h) Anything in this Indenture to the contrary notwithstanding, in the case of a Book-Entry Bond, the Issuer shall be authorized to redeem or purchase (by or for the account of the Issuer) less than all of the entire Outstanding principal amount thereof, and in the event of such partial defeasance, redemption, purchase or refunding, the provisions of the Indenture relating to the defeasance, redemption, purchase or refunding of a Bond or Bonds shall be deemed to refer to the defeasance, redemption, purchase or refunding of a portion of a Bond. (i) The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent may enter into an agreement with a Securities Depository for the Bonds providing for procedures for the registration, payment, tender and delivery of notices relating to the Bonds, provided that the terms of such agreement shall not be inconsistent with the terms of this Indenture. Any such agreement may provide that (i) such Securities Depository is not required to present a Bond to the Trustee in order to receive a partial payment of principal; (ii) a Bond need not be delivered to the Trustee in order for a tender of such Bond pursuant to Article IV of this Indenture to be effective or in order for the purchase price of such tendered Bond to be paid and that notice of tender of a Bond for purchase pursuant to Article IV hereof may be given to the Trustee by a beneficial owner of a Bond or a direct participant of the Securities Depository; (iii) a legend with respect to the registration of the Bond in the name of the Securities Depository shall appear on each Bond so long as the Bonds are subject to such agreement; and (iv) different provisions for notices to such Securities Depository may be set forth therein; and such provisions shall be binding on the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent for so long as such Securities Depository is the Securities Depository for Book-Entry Bonds hereunder.