Common use of Book-Entry System Clause in Contracts

Book-Entry System. The Project Bonds shall be initially issued in the name of “Cede & Co.,” as nominee for The Depository Trust Company (“DTC”), as registered owner of the Project Bonds, and held in the custody of DTC. A single Bond certificate will be issued and delivered to DTC. The actual purchasers of the Project Bonds (the “Beneficial Owners”) will not receive physical delivery of Bond certificates except as provided herein. For so long as DTC shall continue to serve as securities depository for the Project Bonds as provided herein, all transfers of beneficial ownership interests will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of Project Bonds is to receive, hold or deliver any Bond certificate. For every transfer and exchange of Bonds, the Beneficial Owner may be charged a sum sufficient to cover such Beneficial Owner’s allocable share of any tax, fee or other governmental charge that may be imposed in relation thereto. Bond certificates are required to be delivered to and registered in the name of the Beneficial Owner under the following circumstances: (a) DTC determines to discontinue providing its service with respect to the Bonds. Such a determination may be made at any time by giving 30 days’ notice to the Issuer, the Borrower and the Trustee and discharging its responsibilities with respect thereto under any applicable law; or (b) the Borrower determines to discontinue the system of book-entry transfers through DTC (or a successor securities depository). The Issuer, the Borrower and the Trustee will recognize DTC or its nominee as the Bond owner for all purposes, including notices and voting. The Issuer, the Trustee and the Underwriter may conclusively rely on (A) a certificate of DTC as to the identity of the participants in the book-entry system, and (B) a certificate of such participants as to the identity of, and the respective principal amounts of Bonds beneficially owned by, the Beneficial Owners. Whenever, during the term of the Bonds, beneficial ownership thereof is determined by a book entry at DTC, the requirements in this Indenture of holding, delivering or transferring Bonds shall be deemed modified to require the appropriate person to meet the requirements of DTC as to registering or transferring the book entry to produce the same effect. The Trustee and the Issuer, at the direction and expense of the Borrower and with the written consent of the Underwriter, may from time to time appoint a successor securities depository and enter into an agreement with such successor securities depository, to establish procedures with respect to the Bonds not inconsistent with the provisions of this Indenture. Any successor securities depository shall be a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934, as amended. Neither the Issuer, the Borrower, the Trustee nor the Underwriter (except and only to the extent it is also a participant in the book-entry system) will have any responsibility or obligation to DTC, any participant in the book-entry system or the Beneficial Owners with respect to (i) the accuracy of any records maintained by DTC or any participant, (ii) the payment by DTC or any participant of any amount due to any Beneficial Owner with respect to the principal or purchase price or, the premium or interest on, any Bond, (iii) the delivery of any notice by DTC or any participant, (iv) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds, or (v) any other action taken by DTC or any participant. Notwithstanding anything in this Indenture to the contrary, the Issuer and the Trustee hereby agree as follows with respect to the Bonds, if and to the extent any Bond is registered in the name of “Cede & Co.” as nominee of DTC: (i) the Trustee shall give DTC all special notices required by the Representation Letter at the times, in the forms and by the means required by the Representation Letter; (ii) the Trustee shall make payments to Cede & Co. at the times and by the means specified in the Representations Letter; (iii) Cede & Co., shall not be required to surrender Bonds which have been partially paid or prepaid to the extent permitted by the Representation Letter; and (iv) the Trustee shall set a special record date (and shall notify the registered owners of the Bonds thereof in writing) prior to soliciting any Bondholder consent or vote, such notice to be given not less than 15 calendar days prior to such record date (any Bond transferred by a registered owner subsequent to the establishment of the special record date and prior to obtaining such consent or vote shall have attached to it a copy of the notice to Bondholders by the Trustee). If at any time DTC ceases to hold the Bonds, all references herein to DTC shall be of no further force and effect.

Book-Entry System. The Project Bonds shall be initially issued in Depositary has made arrangements for the name of “Cede & Co.,” as nominee for The Depository Trust Company (“DTC”), as registered owner acceptance of the Project Bonds, and held in the custody of ADSs into DTC. A single Bond certificate All ADSs held through DTC will be issued and delivered to DTC. The actual purchasers of the Project Bonds (the “Beneficial Owners”) will not receive physical delivery of Bond certificates except as provided herein. For so long as DTC shall continue to serve as securities depository for the Project Bonds as provided herein, all transfers of beneficial ownership interests will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of Project Bonds is to receive, hold or deliver any Bond certificate. For every transfer and exchange of Bonds, the Beneficial Owner may be charged a sum sufficient to cover such Beneficial Owner’s allocable share of any tax, fee or other governmental charge that may be imposed in relation thereto. Bond certificates are required to be delivered to and registered in the name of the Beneficial Owner under the following circumstances: nominee for DTC (a) DTC determines to discontinue providing its service with respect to the Bondscurrently “Cede & Co.”). Such a determination may be made at any time by giving 30 days’ notice to the IssuerAs such, the Borrower and nominee for DTC will be the Trustee and discharging its responsibilities with respect thereto under any applicable law; or (b) only “Holder” of all ADSs held through DTC. Unless issued by the Borrower determines to discontinue the system of book-entry transfers through DTC (or a successor securities depository). The IssuerDepositary as Uncertificated ADSs, the Borrower ADSs registered in the name of Cede & Co. will be evidenced by a single ADR in the form of a “Balance Certificate,” which will provide that it represents the aggregate number of ADSs from time to time indicated in the records of the Depositary as being issued hereunder and that the Trustee will recognize aggregate number of ADSs represented thereby may from time to time be increased or decreased by making adjustments on such records of the Depositary and of DTC or its nominee as the Bond owner for all purposeshereinafter provided. Citibank, including notices and voting. The Issuer, the Trustee and the Underwriter may conclusively rely on N.A. (A) a certificate of DTC or such other entity as to the identity of the participants in the book-entry system, and (B) a certificate of such participants as to the identity of, and the respective principal amounts of Bonds beneficially owned by, the Beneficial Owners. Whenever, during the term of the Bonds, beneficial ownership thereof is determined by a book entry at DTC, the requirements in this Indenture of holding, delivering or transferring Bonds shall be deemed modified to require the appropriate person to meet the requirements of DTC as to registering or transferring the book entry to produce the same effect. The Trustee and the Issuer, at the direction and expense of the Borrower and with the written consent of the Underwriter, may from time to time appoint a successor securities depository and enter into an agreement with such successor securities depository, to establish procedures with respect to the Bonds not inconsistent with the provisions of this Indenture. Any successor securities depository shall be a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934, as amended. Neither the Issuer, the Borrower, the Trustee nor the Underwriter (except and only to the extent it is also a participant in the book-entry system) will have any responsibility or obligation to DTC, any participant in the book-entry system or the Beneficial Owners with respect to (i) the accuracy of any records maintained appointed by DTC or any participant, (iiits nominee) may hold the payment by “Balance Certificate” as custodian for DTC. Each Beneficial Owner of ADSs held through DTC must rely upon the procedures of DTC and the DTC Participants to exercise or any participant of any amount due be entitled to any Beneficial Owner with respect rights attributable to the principal or purchase price or, the premium or interest on, any Bond, (iii) the delivery of any notice by such ADSs. The DTC or any participant, (iv) the selection Participants shall for all purposes be deemed to have all requisite power and authority to act on behalf of the Beneficial Owners to receive payment of the ADSs held in the event of DTC Participants’ respective accounts in DTC and the Depositary shall for all purposes be authorized to rely upon any partial redemption of the Bonds, or (v) any other action taken instructions and information given to it by DTC Participants on behalf of Beneficial Owners of ADSs. So long as ADSs are held through DTC or any participant. Notwithstanding anything unless otherwise required by law, ownership of beneficial interests in this Indenture to the contrary, the Issuer and the Trustee hereby agree as follows with respect to the Bonds, if and to the extent any Bond is ADSs registered in the name of “Cede & Co.” as the nominee for DTC will be shown on, and transfers of DTC: such ownership will be effected only through, records maintained by (i) DTC or its nominee (with respect to the Trustee shall give interests of DTC all special notices required by the Representation Letter at the timesParticipants), in the forms and by the means required by the Representation Letter; or (ii) the Trustee shall make payments to Cede & Co. at the times and by the means specified in the Representations Letter; DTC Participants or their nominees (iii) Cede & Co., shall not be required to surrender Bonds which have been partially paid or prepaid with respect to the extent permitted by the Representation Letter; and (iv) the Trustee shall set a special record date (and shall notify the registered owners interests of the Bonds thereof in writing) prior to soliciting any Bondholder consent or vote, such notice to be given not less than 15 calendar days prior to such record date (any Bond transferred by a registered owner subsequent to the establishment clients of the special record date and prior to obtaining such consent or vote shall have attached to it a copy of the notice to Bondholders by the TrusteeDTC Participants). If at any time DTC ceases to hold the Bonds, all references herein to DTC shall be of no further force and effect.

Book-Entry System. (a) The Project Bonds shall may be initially issued pursuant to a Book- Entry System administered by the Securities Depository with no physical distribution of Bond certificates to be made except as provided in this Section 4.8 (i) if the Bonds are rated “A” without regard to modifier (or the equivalent) or better by a Rating Agency or (ii) upon direction of the Holder and upon confirmation satisfactory to the Issuer that each of the Issuer’s policies for book-entry delivery of unrated bonds has been met, including that the Holder or a designee thereof to whom the Bonds are delivered immediately prior to their entering the Book-Entry System is a registered broker-dealer subject to MSRB Rule G-15. or an Affiliate thereof that agrees to abide by MSRB Rule G-15. (b) So long as a Book-Entry System is in effect for the Bonds, one Bond for each Series in the name aggregate principal amount of “Cede & Co.,” as nominee for The Depository Trust Company (“DTC”), as registered owner each maturity of the Project Bonds, and held in the custody of DTC. A single Bond certificate such Bonds will be issued and delivered to DTC. The actual purchasers of deposited with the Project Bonds (the “Beneficial Owners”) will not receive physical delivery of Bond certificates except as provided herein. For so long as DTC shall continue to serve as securities depository for the Project Bonds as provided herein, all transfers of beneficial ownership interests will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of Project Bonds is to receive, hold or deliver any Bond certificate. For every transfer and exchange of Bonds, the Beneficial Owner may be charged a sum sufficient to cover such Beneficial Owner’s allocable share of any tax, fee or other governmental charge that may be imposed in relation thereto. Bond certificates are required Securities Depository to be delivered to and held in its custody. Such Bond or Bonds shall be registered in the name of the Securities Depository Nominee. The Book-Entry System will be maintained by the Securities Depository and the participants and indirect participants and will evidence beneficial ownership of the Bonds in Authorized Denominations, with transfers of ownership effected on the records of the Securities Depository, the participants and the indirect participants pursuant to rules and procedures established by the Securities Depository, the Participants and the Indirect Participants. The principal or purchase price of and any premium on each Bond shall be payable to the Securities Depository Nominee or any other person appearing on the Bond Register maintained by the Trustee as the registered Bondholder or his registered assigns or legal representative. So long as the Book-Entry System is in effect, the Securities Depository will be recognized as the sole Bondholder for all purposes. Transfers or exchanges, payments of principal, purchase price, interest and any premium and notices to Participants and Indirect Participants will be the responsibility of the Securities Depository, and transfers or exchanges, payments of principal, purchase price, interest and any premium and notices to Beneficial Owner under Owners will be the following circumstances:responsibility of the Participants and the Indirect Participants. No other party (including the Trustee) will be responsible or liable for such transfers or exchanges, payments or notices or for maintaining, supervising or reviewing such records maintained by the Securities Depository, the Participants or the Indirect Participants. While the Book-Entry System is in effect, notwithstanding any other provisions set forth herein, payments of principal or purchase price of, redemption premium, if any, and interest on the Bonds shall be made to the Securities Depository Nominee or the Securities Depository, as the case may be, by wire transfer in immediately available funds to the account of such entity. Notwithstanding the provisions of this Section 4.8(b), Subordinate Bonds may not be issued pursuant to a Book-Entry System administered by the Securities Depository with no physical distribution of Bond certificates to be made except as provided in this Section 4.8(b). (ac) DTC determines to discontinue providing its service with respect to the Bonds. Such a determination The Issuer may be made at any time by giving 30 days’ elect (i) to provide for the replacement of any Securities Depository as the depository for the Bonds with another qualified Securities Depository, or (ii) to discontinue the maintenance of the Bonds under a Book-Entry System. Upon written notice to of such election from the Issuer, the Borrower Trustee shall give 30 days’ prior notice of such election to the Securities Depository (or such fewer number of days as shall be acceptable to such Securities Depository and the Trustee and discharging its responsibilities with respect thereto under any applicable law; or (b) the Borrower determines Trustee). The Bondholder Representative may elect from time to time to discontinue the system Book-Entry System solely for purposes of bookthe Bonds it beneficially owns by providing a written notice to the Trustee at least 30 days prior to the effective date of such election. (d) Upon the discontinuance of the maintenance of the Bonds under a Book-entry transfers through DTC Entry System, the Issuer will cause Bonds to be issued directly to the Beneficial Owners of such Bonds, or their designees, as further described below. In such event, the Trustee shall make provisions to notify Participants and the Beneficial Owners, by mailing an appropriate notice to the Securities Depository, or by other means deemed appropriate by the Trustee, that Bonds will be directly issued to the Beneficial Owners thereof as of a date set forth in such notice, which shall be a date at least 10 days after the date of mailing of such notice (or a successor securities depositorysuch fewer number of days as shall be acceptable to the Securities Depository and the Trustee). Upon such event, the Issuer, at the expense of the Borrower, or, if requested by the Bondholder Representative, at its expense, shall promptly have prepared Bonds in certificated form registered in the names of the Beneficial Owners thereof shown on the records of the Participants provided to the Trustee, as of the date set forth in the notice described above. Bonds issued to the Beneficial Owners, or their designees, shall be in fully registered form substantially in the forms set forth in Exhibit A or Exhibit H, as applicable. In such event, this Indenture may be amended as the parties deem necessary pursuant to Section 13.1(f) hereof in order to reflect the use of certificated Bonds. (e) If any Securities Depository is replaced as the depository for the Bonds with another qualified Securities Depository, the Issuer, at the expense of the Borrower, will issue Bonds to the replacement Securities Depository Bonds substantially in the forms set forth in Exhibit A or Exhibit H, as applicable registered in the name of such replacement Securities Depository. (f) The Issuer, the Borrower and the Trustee will recognize DTC shall have no liability for the failure of any Securities Depository to perform its obligation to any Participant, any Indirect Participant or its any Beneficial Owner of any Bonds, and none of them shall be liable for the failure of any Participant, Indirect Participant or other nominee of any Beneficial Owner of any Bonds to perform any obligation that such Participant, Indirect Participant or other nominee may incur to any Beneficial Owner. (g) The terms and provisions of a letter of representations between the Issuer and the Securities Depository are incorporated herein by reference and, in the event there shall exist any inconsistency between the substantive provisions of the Letter of Representations and any provisions of this Indenture, then, for as long as the Bond owner for initial Securities Depository shall serve with respect to the Bonds, the terms of the Letter of Representations shall govern. The Trustee shall comply with all purposesthe rules, including notices regulations, policies and voting. procedures of the Securities Depository in order to effectuate the provisions and intent of this Indenture, the Issuer and the Bondholder Representative, including, without limitation, the obligation to make all required elections to ensure the pro rata partial redemption payments required in Section 6.14. (h) The Issuer, the Trustee Borrower and the Underwriter Trustee may rely conclusively rely on upon (A1) a certificate of DTC the Securities Depository as to the identity of the participants Participants in the bookBook-entry system, and Entry System; (B2) a certificate of such participants any Participant as to the identity of any Indirect Participant and (3) a certificate of any Participant or Indirect Participant as to the identity of, and the respective principal amounts amount of Bonds beneficially owned by, the Beneficial Owners. Whenever, during the term of the Bonds, beneficial ownership thereof is determined by a book entry at DTC, the requirements in this Indenture of holding, delivering or transferring Bonds shall be deemed modified to require the appropriate person to meet the requirements of DTC as to registering or transferring the book entry to produce the same effect. The Trustee and the Issuer, at the direction and expense of the Borrower and with the written consent of the Underwriter, may from time to time appoint a successor securities depository and enter into an agreement with such successor securities depository, to establish procedures with respect to the Bonds not inconsistent with the provisions of this Indenture. Any successor securities depository shall be a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934, as amended. Neither the Issuer, the Borrower, the Trustee nor the Underwriter (except and only to the extent it is also a participant in the book-entry system) will have any responsibility or obligation to DTC, any participant in the book-entry system or the Beneficial Owners with respect to (i) the accuracy of any records maintained by DTC or any participant, (ii) the payment by DTC or any participant of any amount due to any Beneficial Owner with respect to the principal or purchase price or, the premium or interest on, any Bond, (iii) the delivery of any notice by DTC or any participant, (iv) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds, or (v) any other action taken by DTC or any participant. Notwithstanding anything in this Indenture to the contrary, the Issuer and the Trustee hereby agree as follows with respect to the Bonds, if and to the extent any Bond is registered in the name of “Cede & Co.” as nominee of DTC: (i) the Trustee shall give DTC all special notices required by the Representation Letter at the times, in the forms and by the means required by the Representation Letter; (ii) the Trustee shall make payments to Cede & Co. at the times and by the means specified in the Representations Letter; (iii) Cede & Co., shall not be required to surrender Bonds which have been partially paid or prepaid to the extent permitted by the Representation Letter; and (iv) the Trustee shall set a special record date (and shall notify the registered owners of the Bonds thereof in writing) prior to soliciting any Bondholder consent or vote, such notice to be given not less than 15 calendar days prior to such record date (any Bond transferred by a registered owner subsequent to the establishment of the special record date and prior to obtaining such consent or vote shall have attached to it a copy of the notice to Bondholders by the Trustee). If at any time DTC ceases to hold the Bonds, all references herein to DTC shall be of no further force and effect.

Book-Entry System. (a) The Project Bonds shall be initially issued pursuant to a Book-Entry System administered by the Securities Depository with no physical distribution of any Bond to any person. One Bond for the maturity will be issued, registered in the name of “Cede & Co.,” the Securities Depository Nominee, and immobilized in the custody of the Securities Depository. Beneficial ownership interests in the Bonds may be purchased by or through Direct Participants. The holders of these beneficial ownership interests in the Bonds are referred to as nominee the "Beneficial Owners". The ----------------- Beneficial Owners will not receive certificated bonds representing their beneficial ownership interests. Ownership of the interests in Bonds in Authorized Denominations will be evidenced, and transfers of interests in the Bonds will be effected, on the records of the Securities Depository and the Direct Participants and Indirect Participants pursuant to rules and procedures established by the Securities Depository. During a period in which the Book-Entry System is in effect for The the Bonds the Issuer, the Trustee, the Users and the Remarketing Agent shall treat the Securities Depository Trust Company (“DTC”), or the Securities Depository Nominee as the only registered owner of the Project Bonds for all purposes under this Indenture including receipt of all principal of, purchase price of, premium (if any) and interest on the Bonds, receipt of notices, voting, and held requesting or directing the Trustee or Issuer to take or not to take, or consenting to, certain actions under this Indenture. In the event the Securities Depository or the Securities Depository Nominee assigns its rights to consent or vote under this Indenture to any Direct Participant or Indirect Participant, the Issuer, the Trustee, the Users, and the Remarketing Agent shall treat such assignee or assignees as the only registered owner or owners of the Bonds for the purpose of exercising such rights so assigned. (b) During a period in which the Book-Entry System is in effect for the Bonds, payments of principal, purchase price, interest, and redemption premium, if any, with respect to the Bonds will be paid by the Trustee directly to the Securities Depository, or the Securities Depository Nominee, as provided in the custody Letter of DTCRepresentation; provided, that payment of the principal of (premium, if any) and interest on such Bonds due at final maturity or upon redemption in whole of any of such Bonds shall be made only upon surrender thereof at the Principal Office of the Trustee. A single Bond certificate The Securities Depository and the Direct Participants and the Indirect Participants shall be responsible 57 for the disbursement of such payments to the Beneficial Owners. The Securities Depository will disburse such payments to Direct participants and such payments will in turn be remitted by Direct Participants and, where appropriate, Indirect Participants, to the Beneficial Owners. All such payments to the Securities Depository or the Securities Depository Nominee of principal of, purchase price of, premium (if any) and interest on the Bonds on behalf of the Issuer or the Trustee shall be valid and effectual to satisfy and discharge the liability of the Issuer and the Trustee to the extent of the amounts so paid, and the Issuer, the Users, the Remarketing Agent and the Trustee shall not be responsible or liable for payment to any Beneficial Owner by the Securities Depository or by any Direct Participant or by any Indirect Participant, or for sending transaction statements or for maintaining, supervising or reviewing records maintained by the Securities Depository or Direct Participants or Indirect Direct Participants. (c) Transfers of ownership interests in the Bonds by the Beneficial Owners thereof. conveyance of notices and other communications by the Securities Depository to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners of the Bonds, will be issued governed by arrangements among the Securities Depository, Direct Participants, Indirect Participants and delivered to DTC. The actual purchasers of the Project Bonds (the “Beneficial Owners”) will not receive physical delivery of Bond certificates except , subject to any statutory and regulatory requirements as provided herein. For so long as DTC shall continue may be in effect from time to serve as securities depository for the Project Bonds as provided herein, all transfers of beneficial ownership interests will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of Project Bonds is to receive, hold or deliver any Bond certificatetime. For every transfer and exchange of beneficial ownership in the Bonds, the Beneficial Owner Owners may be charged a sum sufficient to cover such Beneficial Owner’s allocable share of any tax, fee or other governmental charge that may be imposed in relation thereto. Bond certificates are required to be delivered to and registered in the name of the Beneficial Owner under the following circumstances: (a) DTC determines to discontinue providing its service with respect to the Bonds. Such a determination may be made at any time by giving 30 days’ notice to the Issuer, the Borrower and the Trustee and discharging its responsibilities with respect thereto under any applicable law; or (b) the Borrower determines to discontinue the system of book-entry transfers through DTC (or a successor securities depository). The Issuer, the Borrower and the Trustee will recognize DTC or its nominee as the Bond owner for all purposes, including notices and voting. The Issuer, the Trustee and the Underwriter may conclusively rely on (A) a certificate of DTC as to the identity of the participants in the book-entry system, and (B) a certificate of such participants as to the identity of, and the respective principal amounts of Bonds beneficially owned by, the Beneficial Owners. Whenever, during the term of the Bonds, beneficial ownership thereof is determined by a book entry at DTC, the requirements in this Indenture of holding, delivering or transferring Bonds shall be deemed modified to require the appropriate person to meet the requirements of DTC as to registering or transferring the book entry to produce the same effect. The Trustee and the Issuer, at the direction and expense of the Borrower and with the written consent of the Underwriter, may from time to time appoint a successor securities depository and enter into an agreement with such successor securities depository, to establish procedures with respect to the Bonds not inconsistent with the provisions of this Indenture. Any successor securities depository shall be a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934, as amended. Neither the Issuer, the Borrower, the Trustee nor the Underwriter (except and only to the extent it is also a participant in the book-entry system) will have any responsibility or obligation to DTC, any participant in the book-entry system or the Beneficial Owners with respect to (i) the accuracy of any records maintained by DTC or any participant, (ii) the payment by DTC or any participant of any amount due to any Beneficial Owner with respect to the principal or purchase price or, the premium or interest on, any Bond, (iii) the delivery of any notice by DTC or any participant, (iv) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds, or (v) any other action taken by DTC or any participant. Notwithstanding anything in this Indenture to the contrary, the Issuer and the Trustee hereby agree as follows with respect to the Bonds, if and to the extent any Bond is registered in the name of “Cede & Co.” as nominee of DTC: (i) the Trustee shall give DTC all special notices required by the Representation Letter at the times, in the forms and by the means required by the Representation Letter; (ii) the Trustee shall make payments to Cede & Co. at the times and by the means specified in the Representations Letter; (iii) Cede & Co., shall not be required to surrender Bonds which have been partially paid or prepaid to the extent permitted by the Representation Letter; and (iv) the Trustee shall set a special record date (and shall notify the registered owners of the Bonds thereof in writing) prior to soliciting any Bondholder consent or vote, such notice to be given not less than 15 calendar days prior to such record date (any Bond transferred by a registered owner subsequent to the establishment of the special record date and prior to obtaining such consent or vote shall have attached to it a copy of the notice to Bondholders by the Trustee). If at any time DTC ceases to hold the Bonds, all references herein to DTC shall be of no further force and effect.

Book-Entry System. Notwithstanding anything to the contrary herein, so long as any series of the Series 2020 Notes are being held under a book-entry system pursuant to this Section 3.18, transfers of beneficial ownership of such Notes will be effected pursuant to rules and procedures established by the Securities Depository. The Project Bonds Series 2020 Notes shall be initially issued under a book- entry system and shall be held thereunder except as provided in this Section 3.18. The Series 2020 Notes shall be initially issued in the name form of “Cede & Co.,” as nominee a separate, authenticated, fully registered Series 2020 Note for The Depository Trust Company (“DTC”), as registered owner each maturity in a principal amount equal to the amount of the Project Bondssuch maturity, and held in shall be registered on the custody of DTC. A single Bond certificate will be issued and delivered to DTC. The actual purchasers of the Project Bonds (the “Beneficial Owners”) will not receive physical delivery of Bond certificates except as provided herein. For so long as DTC shall continue to serve as securities depository for the Project Bonds as provided herein, all transfers of beneficial ownership interests will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of Project Bonds is to receive, hold or deliver any Bond certificate. For every transfer and exchange of Bonds, the Beneficial Owner may be charged a sum sufficient to cover such Beneficial Owner’s allocable share of any tax, fee or other governmental charge that may be imposed in relation thereto. Bond certificates are required to be delivered to and registered Register in the name of the Beneficial Owner under the following circumstances: (a) DTC determines to discontinue providing its service with respect to the BondsSecurities Depository Nominee. Such a determination may be made at any time by giving 30 days’ notice to the Issuer, the Borrower and the Trustee and discharging its responsibilities with respect thereto under any applicable law; or (b) the Borrower determines to discontinue the system of book-entry transfers through DTC (or a successor securities depository). The Issuer, the Borrower and the Trustee will recognize DTC or its nominee So long as the Bond owner for all purposes, including notices and voting. The Issuer, the Trustee and the Underwriter may conclusively rely on (A) a certificate of DTC as to the identity of the participants in the book-entry systemsystem is in effect, the Securities Depository Nominee will be recognized as the Holder of the Series 2020 Notes for the purposes of (i) paying the principal of, premium, if any, or interest on the Series 2020 Notes, (ii) selecting the Series 2020 Notes 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 Notes, and (Bv) a certificate of such participants as requesting any consent or other action to be taken by the identity ofHolders, and the respective principal amounts of Bonds beneficially owned byfor all other purposes whatsoever, the Beneficial Owners. Whenever, during the term of the Bonds, beneficial ownership thereof is determined by a book entry at DTC, the requirements in this Indenture of holding, delivering or transferring Bonds shall be deemed modified to require the appropriate person to meet the requirements of DTC as to registering or transferring the book entry to produce the same effect. The Trustee and the Issuer, at the direction and expense of the Borrower and with the written consent of the Underwriter, may from time to time appoint a successor securities depository and enter into an agreement with such successor securities depository, to establish procedures with respect to the Bonds not inconsistent with the provisions of this Indenture. Any successor securities depository shall be a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934, as amended. Neither the Issuer, the Borrower, neither the Trustee nor the Underwriter (except and only Corporation shall be affected by any notice to the extent it is also a participant in contrary. Neither the book-entry system) will Trustee nor the Corporation shall have any responsibility or obligation to DTCany Participant, any participant beneficial owner of Series 2020 Notes or any other person claiming a beneficial ownership interest in the book-entry system Series 2020 Notes under or through the Beneficial Owners Securities Depository or any Participant, or any other person which is not shown on the Register as being a Holder of Series 2020 Notes with respect to (i) the accuracy of any records maintained by DTC the Securities Depository or any participantParticipant, (ii) the payment by DTC to the Securities Depository, any Participant or any participant beneficial owner of Series 2020 Notes of any amount due to any Beneficial Owner with in respect to of the principal or purchase price orof, the premium premium, if any, or interest on, any Bondon the Series 2020 Notes, (iii) the delivery of any notice by DTC which is permitted or any participantrequired to be given to Holders under this Trust Agreement, (iv) the selection of by the Beneficial Owners Securities Depository or any Participant or any other person to receive payment in the event of any a partial redemption of the Bonds, Series 2020 Notes or (v) any other action taken by DTC or any participantthe Securities Depository as Holder of the Series 2020 Notes. Notwithstanding anything in this Indenture The Trustee shall pay all principal of and premium, if any, and interest on the Series 2020 Notes only to the contrarySecurities Depository or the Securities Depository Nominee, as the Issuer case may be, and all such payments shall be valid and effectual to fully satisfy and discharge the Trustee hereby agree as follows obligations with respect to the Bondsprincipal of and premium, if any, and interest on the Series 2020 Notes to the extent of the sum or sums so paid. The Securities Depository may determine to discontinue providing its services as such with respect to the Series 2020 Notes at any Bond 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 Notes in the manner described below. In the event the book-entry system is discontinued or terminated with respect to the Series 2020 Notes, and no other Securities Depository is named, then the Corporation shall notify the Trustee of such event and the Securities Depository shall immediately notify the Participants of the availability, through the Securities Depository, of physical Series 2020 Notes. In such event, the Corporation shall execute and the Trustee shall authenticate, register and deliver physical Series 2020 Notes as requested by the Securities Depository or any Participant or beneficial owner of Series 2020 Notes in appropriate authorized denominations in exchange for the Series 2020 Notes registered in the name of “Cede & Co.” Securities Depository Nominee. Notwithstanding any other provision of this Trust Agreement to the contrary, so long as nominee of DTC: (i) the Trustee shall give DTC all special notices required by the Representation Letter at the times, Series 2020 Notes are registered in the forms and by the means required by the Representation Letter; (ii) the Trustee shall make payments to Cede & Co. at the times and by the means specified in the Representations Letter; (iii) name of Cede & Co., shall not be required to surrender Bonds which have been partially paid or prepaid as Securities Depository Nominee, all payments with respect to the extent permitted principal of, premium, if any, and interest on the Series 2020 Notes and all notices with respect to the Series 2020 Notes shall be made and given, respectively, to The Depository Trust Company, New York, New York, as provided in the representation letter. In connection with any notice or other communication to be provided to the Holders by the Representation Letter; and (iv) Corporation or the Trustee with respect to any consent or other action to be taken by the Holders, the Corporation or the Trustee, as the case may be, shall set establish a special record date (and shall notify the registered owners of the Bonds thereof in writing) prior to soliciting any Bondholder for such consent or vote, other action and give the Securities Depository notice of such notice to be given record date not less than 15 calendar days prior to in advance of such record date (any Bond transferred by a registered owner subsequent to the establishment of the special record date and prior to obtaining such consent or vote shall have attached to it a copy of the notice to Bondholders by the Trustee). If at any time DTC ceases to hold the Bonds, all references herein to DTC shall be of no further force and effectextent possible.

Book-Entry System. The Project (a) While the Bonds shall are in a Weekly Mode or Flexible Mode, the Bonds may be initially issued pursuant to a Book-Entry System administered by the Securities Depository with no physical distribution of Bond certificates to be made except as provided in this Section 2.10. (b) So long as a Book-Entry System is in effect for the Bonds, one Bond in the name aggregate principal amount of “Cede & Co.,” as nominee for The Depository Trust Company (“DTC”), as registered owner each maturity of the Project Bonds, and held in the custody of DTC. A single Bond certificate Bonds will be issued and delivered to DTC. The actual purchasers of deposited with the Project Bonds (the “Beneficial Owners”) will not receive physical delivery of Bond certificates except as provided herein. For so long as DTC shall continue to serve as securities depository for the Project Bonds as provided herein, all transfers of beneficial ownership interests will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of Project Bonds is to receive, hold or deliver any Bond certificate. For every transfer and exchange of Bonds, the Beneficial Owner may be charged a sum sufficient to cover such Beneficial Owner’s allocable share of any tax, fee or other governmental charge that may be imposed in relation thereto. Bond certificates are required Securities Depository to be delivered to and held in its custody. Such Bond or Bonds shall be registered in the name of the Securities Depository Nominee. The Book-Entry System will be maintained by the Securities Depository and the Participants and Indirect Participants and shall evidence beneficial ownership of the Bonds in Authorized Denominations, with transfers of ownership effected on the records of the Securities Depository, the Participants and the Indirect Participants pursuant to rules and procedures established by the Securities Depository, the Participants and the Indirect Participants. The principal or purchase price of and any premium on each Bond shall be payable to the Securities Depository Nominee or any other person appearing on the registration books maintained by the Trustee as the registered Bondholder or his registered assigns or legal representative at the principal office of the Trustee. So long as the Book-Entry System is in effect, the Securities Depository will be recognized as the sole Bondholder for all purposes. Transfers of principal, purchase price, interest and any premium payments or notices to Participants and Indirect Participants will be the responsibility of the Securities Depository, and transfers of principal, purchase price, interest and any premium payments or notices to Beneficial Owners will be the responsibility of the Participants and the Indirect Participants. No other party will be responsible or liable for such transfers of payments or notices or for maintaining, supervising or reviewing such records maintained by the Securities Depository, the Participants or the Indirect Participants. While the Book-Entry System is in effect, notwithstanding any other provisions set forth herein, payments of principal or purchase price of, redemption premium, if any, and interest on the Bonds shall be made to the Securities Depository Nominee or the Securities Depository, as the case may be, by wire transfer in immediately available funds to the account of such entity. Without notice to or the consent of the Beneficial Owners, the Trustee, with the consent of the Borrower, and the Securities Depository may agree in writing to make payments of principal, redemption price or purchase price and interest in a manner different from that set out herein. In such event, the Trustee shall make payments with respect to the Bonds in such manner as if set forth herein. (c) With the consent of the Remarketing Agent, the Issuer, at the direction of the Borrower, may at any time elect (i) to provide for the replacement of any Securities Depository as the depository for the Bonds with another qualified Securities Depository, or (ii) to discontinue the maintenance of the Bonds under a Book-Entry System. In such event, the Trustee shall give 30 days' prior notice of such election to the Securities Depository (or such fewer number of days as shall be acceptable to such Securities Depository). (d) Upon the discontinuance of the maintenance of the Bonds under a Book-Entry System, the Issuer, at the direction of the Borrower, will cause Bonds to be issued directly to the Beneficial Owners of Bonds, or their designees, as further described below. In such event, the Trustee shall make provisions to notify Participants and the Beneficial Owners, by mailing an appropriate notice to the Securities Depository, or by other means deemed appropriate by the Trustee in its discretion, that Bonds will be directly issued to the Beneficial Owners of Bonds as of a date set forth in such notice, which shall be a date at least 10 days after the date of mailing of such notice (or such fewer number of days as shall be acceptable to the Securities Depository). Upon such event, the Issuer, at the expense of the Borrower, shall promptly have prepared Bonds in certificated form registered in the names of the Beneficial Owners of Bonds shown on the records of the Participants provided to the Trustee, as of the date set forth in the notice described above. Bonds issued to the Beneficial Owners, or their designees, shall be in fully registered form substantially in the form set forth in Exhibit A. In such event, this Agreement may be amended as the parties deem necessary pursuant to Section 14.01(h) hereof in order to reflect the use of certificated Bonds. (e) If any Securities Depository is replaced as the depository for the Bonds with another qualified Securities Depository, the Issuer, at the expense of the Borrower, will issue to the replacement Securities Depository Bonds substantially in the form set forth in Exhibit A, registered in the name of such replacement Securities Depository. (f) The Issuer, the Borrower, the L/C Bank, the Confirming Bank, the Remarketing Agent and the Trustee shall have no liability for the failure of any Securities Depository to perform its obligation to any Participant, any Indirect Participant or any Beneficial Owner under of any Bonds, and the following circumstances:Issuer, the Borrower, the L/C Bank, the Confirming Bank, the Remarketing Agent and the Trustee shall not be liable for the failure of any Participant, Indirect Participant or other nominee of any Beneficial Owner of any Bonds to perform any obligation that such Participant, Indirect Participant or other nominee may incur to any Beneficial Owner. (ag) DTC determines Notwithstanding any other provision of this Agreement, on or before the date of entry into any Book Entry System for the Bonds, the Issuer shall have executed and delivered to discontinue providing the initial Securities Depository a letter of representations (the "Letter of Representations") governing various matters relating to the Securities Depository and its service activities pertaining to the Bonds. The terms and provisions of the Letter of Representations are incorporated herein by reference and, if there shall exist any inconsistency between the substantive provisions of the Letter of Representations and any provisions of this Agreement, then, for as long as the initial Securities Depository shall serve with respect to the Bonds. Such a determination may be made at any time by giving 30 days’ notice to the Issuer, the Borrower and terms of the Trustee and discharging its responsibilities with respect thereto under any applicable law; orLetter of Representations shall control. (bh) the Borrower determines to discontinue the system of book-entry transfers through DTC (or a successor securities depository). The Issuer, the Borrower Borrower, the Trustee, the L/C Bank and the Trustee will recognize DTC or its nominee as the Bond owner for all purposes, including notices and voting. The Issuer, the Trustee and the Underwriter Confirming Bank may rely conclusively rely on upon (Ai) a certificate of DTC the Securities Depository as to the identity of the participants Participants in the bookBook-entry system, and Entry System; (Bii) a certificate of such participants any Participant as to the identity of any Indirect Participant and (iii) a certificate of any Participant or Indirect Participant as to the identity of, and the respective principal amounts amount of Bonds beneficially owned by, the Beneficial Owners. Whenever, during the term of the Bonds, beneficial ownership thereof is determined by a book entry at DTC, the requirements in this Indenture of holding, delivering or transferring Bonds shall be deemed modified to require the appropriate person to meet the requirements of DTC as to registering or transferring the book entry to produce the same effect. The Trustee and the Issuer, at the direction and expense of the Borrower and with the written consent of the Underwriter, may from time to time appoint a successor securities depository and enter into an agreement with such successor securities depository, to establish procedures with respect to the Bonds not inconsistent with the provisions of this Indenture. Any successor securities depository shall be a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934, as amended. Neither the Issuer, the Borrower, the Trustee nor the Underwriter (except and only to the extent it is also a participant in the book-entry system) will have any responsibility or obligation to DTC, any participant in the book-entry system or the Beneficial Owners with respect to (i) the accuracy of any records maintained by DTC or any participant, (ii) the payment by DTC or any participant of any amount due to any Beneficial Owner with respect to the principal or purchase price or, the premium or interest on, any Bond, (iii) the delivery of any notice by DTC or any participant, (iv) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds, or (v) any other action taken by DTC or any participant. Notwithstanding anything in this Indenture to the contrary, the Issuer and the Trustee hereby agree as follows with respect to the Bonds, if and to the extent any Bond is registered in the name of “Cede & Co.” as nominee of DTC: (i) the Trustee shall give DTC all special notices required by the Representation Letter at the times, in the forms and by the means required by the Representation Letter; (ii) the Trustee shall make payments to Cede & Co. at the times and by the means specified in the Representations Letter; (iii) Cede & Co., shall not be required to surrender Bonds which have been partially paid or prepaid to the extent permitted by the Representation Letter; and (iv) the Trustee shall set a special record date (and shall notify the registered owners of the Bonds thereof in writing) prior to soliciting any Bondholder consent or vote, such notice to be given not less than 15 calendar days prior to such record date (any Bond transferred by a registered owner subsequent to the establishment of the special record date and prior to obtaining such consent or vote shall have attached to it a copy of the notice to Bondholders by the Trustee). If at any time DTC ceases to hold the Bonds, all references herein to DTC shall be of no further force and effect.

Book-Entry System. The Project Bonds shall be will initially issued in the name of “Cede & Co.,” as nominee for The Depository Trust Company (“DTC”), as registered owner of the Project Bonds, and held in the custody of DTC. A single Bond certificate will be issued and delivered to DTC. The actual purchasers by means of the Project Bonds (the “Beneficial Owners”) will not receive physical delivery of Bond certificates except as provided herein. For so long as DTC shall continue to serve as securities depository for the Project Bonds as provided herein, all transfers of beneficial ownership interests will be made by a book-entry only, and system with no investor or other party purchasing, selling or otherwise transferring beneficial ownership physical distribution of Project Bonds is to receive, hold or deliver any Bond certificate. For every transfer and exchange of Bonds, the Beneficial Owner may be charged a sum sufficient to cover such Beneficial Owner’s allocable share of any tax, fee or other governmental charge that may be imposed in relation thereto. Bond certificates are required to be delivered to and registered in the name of the Beneficial Owner under the following circumstances: (a) DTC determines to discontinue providing its service with respect made to the Bonds. Such a determination may be made at any time by giving 30 days’ notice to the Issuerpublic, the Borrower and the Trustee and discharging its responsibilities with respect thereto under any applicable law; or (b) the Borrower determines to discontinue the system of book-entry transfers through DTC (or a successor securities depository). The Issuer, the Borrower and the Trustee will recognize DTC or its nominee as the Bond owner for all purposes, including notices and voting. The Issuer, the Trustee and the Underwriter may conclusively rely on (A) a certificate of DTC as to the identity of the participants in the book-entry system, and (B) a certificate of such participants as to the identity of, and the respective principal amounts of Bonds beneficially owned by, the Beneficial Owners. Whenever, during the term of the Bonds, beneficial ownership thereof is determined by a book entry at DTC, the requirements in this Indenture of holding, delivering or transferring Bonds shall be deemed modified to require the appropriate person to meet the requirements of DTC as to registering or transferring the book entry to produce the same effect. The Trustee and the Issuer, at the direction and expense of the Borrower and with the written consent of the Underwriter, may from time to time appoint a successor securities depository and enter into an agreement with such successor securities depository, to establish procedures with respect to the Bonds not inconsistent with the provisions of this Indenture. Any successor securities depository shall be a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934, as amended. Neither the Issuer, the Borrower, the Trustee nor the Underwriter (except and only to the extent it is also a participant in the book-entry system) will have any responsibility or obligation to DTC, any participant in unless the book-entry system or the Beneficial Owners with respect is discontinued as described below. One certificate for each maturity will be issued to The Depository Trust Company, New York, New York (i) the accuracy of any records maintained by DTC or any participant"DTC"), (ii) the payment by DTC or any participant of any amount due to any Beneficial Owner with respect to the principal or purchase price orand immobilized in its custody. A Book-Entry System will be employed, the premium or interest on, any Bond, (iii) the delivery of any notice by DTC or any participant, (iv) the selection evidencing ownership of the Beneficial Owners Bonds in Authorized Denominations, with transfers of beneficial ownership effected on the records of DTC, and its participants (the "DTC Participants") and its indirect participants (the "Indirect Participants") pursuant to receive payment in the event rules and procedures established by DTC. Payments of any partial redemption of the Bonds, or (v) any other action taken by DTC or any participant. Notwithstanding anything in this Indenture to the contrary, the Issuer principal and the Trustee hereby agree as follows interest with respect to the Bonds, if so long as DTC is the only owner of the Bonds, will be paid by the Paying Agent directly to DTC or its nominee, Cede & Co as provided in the Letter of Representations dated April 19, 1996 from the Issuer, the Remarketing Agent, and the Trustee to DTC (the "Letter of Representation"). Transfer of principal, interest and any premium payments or notices to DTC Participants and DTC Indirect Participants will be the responsibility of DTC, and transfer of principal, interest and any premium payment or notice to beneficial owners of the Bonds (the "Beneficial Owners") will be the responsibility of DTC Participants and DTC Indirect Participants. No other party will be responsible or liable for such transfers of payments or notices or for maintaining, supervising or reviewing such records maintained by DTC, DTC Participants or DTC Indirect Participants. Payments will be made by wire transfer in immediately available funds to the extent account of Cede & Co. as specified in the register maintained by the Registrar or by such other method of payment as the Paying Agent may determine to be necessary or advisable with the concurrence of DTC. In the event that (a) DTC determines not to continue to act as securities depository for the Bonds or (b) the Trustee or the Company determines that the continuation of the book-entry system of evidence and transfer of ownership of the Bonds would adversely affect their interests or the interests of the Beneficial Owners of the Bonds, the Company may cause the Issuer to discontinue the book-entry system with DTC. If the Company fails to identify another qualified securities depository to replace DTC, the Issuer will cause the Trustee, at the expense of the Company, to authenticate and deliver replacement Bonds in the form of fully registered Bonds to each Beneficial Owner. DTC may be removed at any time at the election of the Remarketing Agent, with the consent of the Trustee and notice to the Company and the Issuer, and a new securities depository may then be appointed by the Issuer, subject to the approval of the Trustee and the Remarketing Agent. Unless a Bond is presented by an authorized representative of DTC to the County or its agent for registration of transfer, exchange or payment and such Bond is registered in the name of “Cede & Co.” Co. or in such other name as nominee is requested by an authorized representative of DTC: DTC (i) the Trustee shall give DTC all special notices required by the Representation Letter at the times, in the forms and by the means required by the Representation Letter; (ii) the Trustee shall make payments any payment is made to Cede & Co. at or to such other entity as is requested by an authorized representative of DTC, any transfer, pledge, or other use of such Bond for value or otherwise by or to any person is wrongful inasmuch as the times and by the means specified in the Representations Letter; (iii) registered owner thereof, Cede & Co., shall not be required to surrender Bonds which have been partially paid or prepaid to the extent permitted by the Representation Letterhas an interest in such Bond. THE ISSUER, THE COMPANY, THE REMARKETING AGENT, THE PAYING AGENT AND THE TRUSTEE SHALL NOT HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO ANY DTC PARTICIPANT OR ANY BENEFICIAL OWNER WITH RESPECT TO: (I) THE BONDS; and (ivII) the Trustee shall set a special record date THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DTC PARTICIPANT; (and shall notify the registered owners III) THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL SO LONG AS A BOOK-ENTRY SYSTEM OF EVIDENCE OF TRANSFER OF OWNERSHIP OF ALL THE BONDS IS MAINTAINED IN ACCORDANCE HEREWITH, THE PROVISIONS OF THIS INDENTURE RELATING TO THE DELIVERY OF PHYSICAL BOND CERTIFICATES SHALL BE DEEMED TO GIVE FULL EFFECT TO SUCH BOOK-ENTRY SYSTEM. [End of the Bonds thereof in writing) prior to soliciting any Bondholder consent or vote, such notice to be given not less than 15 calendar days prior to such record date (any Bond transferred by a registered owner subsequent to the establishment of the special record date and prior to obtaining such consent or vote shall have attached to it a copy of the notice to Bondholders by the Trustee). If at any time DTC ceases to hold the Bonds, all references herein to DTC shall be of no further force and effect.Article II]

Book-Entry System. (a) The Project Bonds shall be initially issued pursuant to a Book-Entry System administered by the Securities Depository with no physical distribution of Bond certificates to be made except as provided in this Section. Any provision of this Indenture or the name of “Cede & Co.,” as nominee for The Depository Trust Company (“DTC”), as registered owner of the Project Bonds, and held in the custody of DTC. A single Bond certificate will be issued and delivered to DTC. The actual purchasers of the Project Bonds (the “Beneficial Owners”) will not receive requiring physical delivery of Bond certificates except as provided herein. For so the Bonds shall, with respect to any Bonds held under the Book-Entry System, be deemed to be satisfied by a notation on the registration books maintained by the Trustee that such Bonds are subject to the Book-Entry System. (b) So long as DTC shall continue to serve as securities depository for a Book-Entry System is being used, one Bond in the Project aggregate principal amount of the Bonds as provided herein, all transfers of beneficial ownership interests will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of Project Bonds is to receive, hold or deliver any Bond certificate. For every transfer and exchange of Bonds, the Beneficial Owner may be charged a sum sufficient to cover such Beneficial Owner’s allocable share of any tax, fee or other governmental charge that may be imposed in relation thereto. Bond certificates are required to be delivered to and registered in the name of the Beneficial Owner under Securities Depository Nominee will be issued and deposited with the following circumstances: (a) DTC determines Securities Depository to discontinue providing be held in its service custody. The Book-Entry System will be maintained by the Securities Depository and the Participants and Indirect Participants and will evidence beneficial ownership of the Bonds in Authorized Denominations, with respect transfers of ownership effected on the records of the Securities Depository, the Participants and the Indirect Participants pursuant to rules and procedures established by the Securities Depository, the Participants and the Indirect Participants. The principal or purchase price of and any premium on, each Bond shall be payable to the BondsSecurities Depository Nominee or any other person appearing on the registration books maintained by the Trustee as the registered holder of such Bond or his registered assigns or legal representative. Such a determination may be made at any time by giving 30 days’ notice to So long as the IssuerBook-Entry System is in effect, the Borrower and the Trustee and discharging its responsibilities with respect thereto under any applicable law; or (b) the Borrower determines to discontinue the system of book-entry transfers through DTC (or a successor securities depository). The Issuer, the Borrower and the Trustee Securities Depository will recognize DTC or its nominee be recognized as the Bond owner Holder of the Bonds for all purposes. Transfers of principal, including purchase price, interest and any premium payments or notices to Participants and votingIndirect Participants will be the responsibility of the Securities Depository, and transfers of principal, purchase price, interest and any premium payments or notices to Beneficial owners will be the responsibility of the Participants and the Indirect Participants. The IssuerNo other party will be responsible or liable for such transfers of payments or notices or for maintaining, supervising or reviewing such records maintained by the Securities Depository, the Trustee and Participants or the Underwriter Indirect Participants. While the Securities Depository Nominee or the Securities depository, as the case may conclusively rely on (A) a certificate of DTC as to be, is the identity of the participants in the book-entry system, and (B) a certificate of such participants as to the identity of, and the respective principal amounts of Bonds beneficially owned by, the Beneficial Owners. Whenever, during the term Owner of the Bonds, beneficial ownership thereof is determined by a book entry at DTC, the requirements notwithstanding any other provisions set forth in this Indenture Indenture, payments of holdingprincipal or purchase price of, delivering or transferring redemption premium, if any, and interest on the Bonds shall be deemed modified made to require the appropriate person Securities Depository Nominee or the Securities Depository, as the case may be, by wire transfer in immediately available funds to meet the requirements account of DTC as such Holder. Without notice to registering or transferring the book entry to produce the same effect. The Trustee and the Issuer, at the direction and expense of the Borrower and with the written consent of the UnderwriterBeneficial Owners, the Trustee, with the Company's consent, and the Securities Depository may agree in writing to make payments of principal, redemption price or purchase price and interest in a manner different from time to time appoint a successor securities depository and enter into an agreement with that set out herein. In such successor securities depositoryevent, to establish procedures the Trustee shall make payments with respect to the Bonds not inconsistent with the provisions of this Indenture. Any successor securities depository shall be a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934, in such manner as amended. Neither the Issuer, the Borrower, the Trustee nor the Underwriter (except and only to the extent it is also a participant in the book-entry system) will have any responsibility or obligation to DTC, any participant in the book-entry system or the Beneficial Owners with respect to (i) the accuracy of any records maintained by DTC or any participant, (ii) the payment by DTC or any participant of any amount due to any Beneficial Owner with respect to the principal or purchase price or, the premium or interest on, any Bond, (iii) the delivery of any notice by DTC or any participant, (iv) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds, or (v) any other action taken by DTC or any participant. Notwithstanding anything in this Indenture to the contrary, the Issuer and the Trustee hereby agree as follows with respect to the Bonds, if and to the extent any Bond is registered in the name of “Cede & Co.” as nominee of DTC: (i) the Trustee shall give DTC all special notices required by the Representation Letter at the times, in the forms and by the means required by the Representation Letter; (ii) the Trustee shall make payments to Cede & Co. at the times and by the means specified in the Representations Letter; (iii) Cede & Co., shall not be required to surrender Bonds which have been partially paid or prepaid to the extent permitted by the Representation Letter; and (iv) the Trustee shall set a special record date (and shall notify the registered owners of the Bonds thereof in writing) prior to soliciting any Bondholder consent or vote, such notice to be given not less than 15 calendar days prior to such record date (any Bond transferred by a registered owner subsequent to the establishment of the special record date and prior to obtaining such consent or vote shall have attached to it a copy of the notice to Bondholders by the Trustee). If at any time DTC ceases to hold the Bonds, all references herein to DTC shall be of no further force and effectforth herein.

Book-Entry System. The Project Bonds shall All Atlas Series I Preferred Shares will be initially represented by a single certificate issued in the name of “Cede & Co.,” as nominee for to The Depository Trust Company (“DTC”and its successors or assigns or any other securities depository selected by Atlas), as registered owner of or the Project BondsSecurities Depository, and held in the custody of DTC. A single Bond certificate will be issued and delivered to DTC. The actual purchasers of the Project Bonds (the “Beneficial Owners”) will not receive physical delivery of Bond certificates except as provided herein. For so long as DTC shall continue to serve as securities depository for the Project Bonds as provided herein, all transfers of beneficial ownership interests will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of Project Bonds is to receive, hold or deliver any Bond certificate. For every transfer and exchange of Bonds, the Beneficial Owner may be charged a sum sufficient to cover such Beneficial Owner’s allocable share of any tax, fee or other governmental charge that may be imposed in relation thereto. Bond certificates are required to be delivered to and registered in the name of the Beneficial Owner under the following circumstances: its nominee (a) DTC determines to discontinue providing its service with respect to the Bonds. Such a determination may be made at any time by giving 30 days’ notice to the Issuerinitially, the Borrower and the Trustee and discharging its responsibilities with respect thereto under any applicable law; or (b) the Borrower determines to discontinue the system of book-entry transfers through DTC (or a successor securities depositoryCede & Co.). The Issuer, the Borrower and the Trustee Atlas Series I Preferred Shares will recognize DTC or its nominee as the Bond owner for all purposes, including notices and voting. The Issuer, the Trustee and the Underwriter may conclusively rely on (A) a certificate of DTC as continue to the identity of the participants in the book-entry system, and (B) a certificate of such participants as to the identity of, and the respective principal amounts of Bonds beneficially owned by, the Beneficial Owners. Whenever, during the term of the Bonds, beneficial ownership thereof is determined be represented by a book entry at DTC, the requirements in this Indenture of holding, delivering or transferring Bonds shall be deemed modified to require the appropriate person to meet the requirements of DTC as to registering or transferring the book entry to produce the same effect. The Trustee and the Issuer, at the direction and expense of the Borrower and with the written consent of the Underwriter, may from time to time appoint a successor securities depository and enter into an agreement with such successor securities depository, to establish procedures with respect to the Bonds not inconsistent with the provisions of this Indenture. Any successor securities depository shall be a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934, as amended. Neither the Issuer, the Borrower, the Trustee nor the Underwriter (except and only to the extent it is also a participant in the book-entry system) will have any responsibility or obligation to DTC, any participant in the book-entry system or the Beneficial Owners with respect to (i) the accuracy of any records maintained by DTC or any participant, (ii) the payment by DTC or any participant of any amount due to any Beneficial Owner with respect to the principal or purchase price or, the premium or interest on, any Bond, (iii) the delivery of any notice by DTC or any participant, (iv) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds, or (v) any other action taken by DTC or any participant. Notwithstanding anything in this Indenture to the contrary, the Issuer and the Trustee hereby agree as follows with respect to the Bonds, if and to the extent any Bond is single certificate registered in the name of “Cede & Co.” the Securities Depository or its nominee, and no holder of the Atlas Series I Preferred Shares will be entitled to receive a certificate evidencing such shares unless otherwise required by law or the Securities Depository gives notice of its intention to resign or is no longer eligible to act as nominee such and ▇▇▇▇▇ has not selected a substitute Securities Depository within 60 calendar days thereafter. Payments and communications made by Atlas to holders of DTC: the Atlas Series I Preferred Shares will be duly made by making payments to, and communicating with, the Securities Depository. Accordingly, unless certificates are available to holders of the Atlas Series I Preferred Shares, each holder of Atlas Series I Preferred Shares must rely on (ia) the Trustee shall give DTC all special notices required procedures of the Securities Depository and its participants to receive dividends, distributions, any redemption price, liquidation preference and notices, and to direct the exercise of any voting or nominating rights, with respect to such Atlas Series I Preferred Shares and (b) the records of the Securities Depository and its participants to evidence its ownership of such Atlas Series I Preferred Shares. The Depository Trust Company, the initial Securities Depository, is a New York-chartered limited purpose trust company that performs services for its participants, some of whom (and/or their representatives) own The Depository Trust Company. The Securities Depository maintains lists of its participants and will maintain the positions (i.e. ownership interests) held by the Representation Letter at the times, its participants in the forms and by the means required by the Representation Letter; (ii) the Trustee shall make payments to Cede & Co. at the times and by the means specified in the Representations Letter; (iii) Cede & Co.Atlas Series I Preferred Shares, shall not be required to surrender Bonds which have been partially paid or prepaid to the extent permitted by the Representation Letter; and (iv) the Trustee shall set whether as a special record date (and shall notify the registered owners holder of the Bonds thereof in writing) prior to soliciting any Bondholder consent Atlas Series I Preferred Shares for its own account or vote, such notice to be given not less than 15 calendar days prior to such record date (any Bond transferred by as a registered owner subsequent to the establishment nominee for another holder of the special record date and prior to obtaining such consent or vote shall have attached to it a copy of the notice to Bondholders by the Trustee). If at any time DTC ceases to hold the Bonds, all references herein to DTC shall be of no further force and effectAtlas Series I Preferred Shares.

Book-Entry System. (a) The Project Bonds Notes shall be initially issued pursuant to a Book-Entry System administered by the Securities Depository with no physical distribution of any Note to any person. One Note for each maturity will be issued, registered in the name of “Cede & Co.,” the Securities Depository Nominee, and immobilized in the custody of the Securities Depository. Beneficial ownership interests in the Notes may be purchased by or through Direct Participants. The holders of these beneficial ownership interests in the Notes are referred to as nominee the "Beneficial Owners". The ----------------- Beneficial Owners will not receive certificated notes representing their beneficial ownership interests. Ownership of the interests in Notes in Authorized Denominations will be evidenced, and transfers of interests in the Notes will be effected, on the records of the Securities Depository and the Direct Participants and Indirect Participants pursuant to rules and procedures established by the Securities Depository. During a period in which the Book- Entry System is in effect for The the Notes the Issuer, the Trustee, and the Remarketing Agent shall treat the Securities Depository Trust Company (“DTC”), or the Securities Depository Nominee as the only registered owner of the Project BondsNotes for all purposes under this Indenture including receipt of all principal of, purchase price of, premium (if any) and interest on the Notes, receipt of notices, voting, and held requesting or directing the Trustee or Issuer to take or not to take, or consenting to, certain actions under this Indenture. In the event the Securities Depository or the Securities Depository Nominee assigns its rights to consent or vote under this Indenture to any Direct Participant or Indirect Participant, the Issuer, the Trustee, and the Remarketing Agent shall treat such assignee or assignees as the only registered owner or owners of the Notes for the purpose of exercising such rights so assigned. (b) During a period in which the Book-Entry System is in effect for the Notes, payments of principal, purchase price, interest, and redemption premium, if any, with respect to the Notes will be paid by the Trustee directly to the Securities Depository, or the Securities Depository Nominee, as provided in the custody Letter of DTCRepresentation; provided, that payment of the principal of (premium, if any) and interest on such Notes due at final maturity or upon redemption in whole of any of such Notes shall be made only upon surrender thereof at the principal office of the Trustee. A single Bond certificate The Securities Depository and the Direct Participants and the Indirect Participants shall be responsible for the disbursement of such payments to the Beneficial Owners. The Securities Depository will disburse such payments to Direct Participants and such payments will in turn be remitted by Direct Participants and, where appropriate, Indirect Participants, to the Beneficial Owners. All such payments to the Securities Depository or the Securities Depository Nominee of principal of, purchase price of, premium (if any) and interest on the Notes on behalf of the Issuer or the Trustee shall be valid and effectual to satisfy and discharge the liability of the Issuer and the Trustee to the extent of the amounts so paid, and the Issuer, the Remarketing Agent and the Trustee shall not be responsible or liable for payment to any Beneficial Owner by the Securities Depository or by any Direct Participant or by any Indirect Participant, or for sending transaction statements or for maintaining, supervising or reviewing records maintained by the Securities Depository or Direct Participants or Indirect Direct Participants. (c) Transfers of ownership interests in the Notes by the Beneficial Owners thereof, conveyance of notices and other communications by the Securities Depository to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners of the Notes, will be issued governed by arrangements among the Securities Depository, Direct Participants, Indirect Participants and delivered to DTC. The actual purchasers of the Project Bonds (the “Beneficial Owners”) will not receive physical delivery of Bond certificates except , subject to any statutory and regulatory requirements as provided herein. For so long as DTC shall continue may be in effect from time to serve as securities depository for the Project Bonds as provided herein, all transfers of beneficial ownership interests will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of Project Bonds is to receive, hold or deliver any Bond certificatetime. For every transfer and exchange of Bondsbeneficial ownership in the Notes, the Beneficial Owner Owners may be charged a sum sufficient to cover such Beneficial Owner’s allocable share of any tax, fee or other governmental charge that may be imposed in relation thereto. Bond certificates are required . (d) Redemption notices respecting the Notes held by the Securities Depository shall be sent to the Securities Depository Nominee by the Trustee and redemption of Notes shall be delivered effected as provided in Article V. (e) A Beneficial Owner shall give notice of its election to and registered have its interests in the name Notes purchased through its Direct Participant or Indirect Participant to the Securities Depository Nominee and then to the Trustee as provided in this Indenture and shall effect delivery of such interest by causing said Direct Participant or Indirect Participant to transfer the interest of such Beneficial Owner in the Notes to the Trustee (or Tender Agent) on the records of the Securities Depository. The requirement for physical delivery of Notes in connection with an Optional Tender or a Mandatory Tender will be satisfied when the ownership rights in the Notes are transferred on the records of the Securities Depository. (f) In the event that (1) the Securities Depository ceases to act as the securities depository for the Notes or (2) the Issuer determines that the continuation of the Book-Entry System for the Notes would adversely affect the interests of the Beneficial Owners of the Notes, the Issuer shall discontinue the Book-Entry System. If the Issuer fails to appoint another qualified securities depository to replace the then acting Securities Depository, the Issuer will cause the Trustee to authenticate and deliver fully registered certificated Notes to each Beneficial Owner under in evidence of the following circumstances:ownership interests thereof. If the Book-Entry System is discontinued, payments to and transfers by the Beneficial Owners shall be governed by the provisions set forth in this Indenture with respect thereto. (ag) DTC determines to discontinue providing its service The Issuer and the Remarketing Agent may enter into a custody agreement with respect to the Bonds. Such a determination any bank or trust company serving as custodian (which may be made at the Trustee serving in the capacity of custodian) to provide for a Book-Entry System or similar method for the registration and transfer of the Notes. (h) During the period in which a Book-Entry System is in effect for the Notes in accordance herewith, the provisions of this Indenture and the Notes shall be construed in accordance with the Letter of Representation and to give full effect to such Book-Entry System. (i) The Beneficial Owners of all the Notes, by their acquisition of any time by giving 30 days’ notice to beneficial interest in a Note or Notes, and the Securities Depository, the Securities Depository Nominee, and all Direct Participants and all Indirect Participants severally agree that the Issuer, the Borrower Issuer, the Remarketing Agent, and the Trustee and discharging its responsibilities with respect thereto under any applicable law; or (b) the Borrower determines to discontinue the system of book-entry transfers through DTC (or a successor securities depository). The Issuer, the Borrower and the Trustee will recognize DTC or its nominee as the Bond owner for all purposes, including notices and voting. The Issuer, the Trustee and the Underwriter may conclusively rely on (A) a certificate of DTC as to the identity of the participants in the book-entry system, and (B) a certificate of such participants as to the identity of, and the respective principal amounts of Bonds beneficially owned by, the Beneficial Owners. Whenever, during the term of the Bonds, beneficial ownership thereof is determined by a book entry at DTC, the requirements in this Indenture of holding, delivering or transferring Bonds shall be deemed modified to require the appropriate person to meet the requirements of DTC as to registering or transferring the book entry to produce the same effect. The Trustee and the Issuer, at the direction and expense of the Borrower and with the written consent of the Underwriter, may from time to time appoint a successor securities depository and enter into an agreement with such successor securities depository, to establish procedures with respect to the Bonds not inconsistent with the provisions of this Indenture. Any successor securities depository shall be a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934, as amended. Neither the Issuer, the Borrower, the Trustee nor the Underwriter (except and only to the extent it is also a participant in the book-entry system) will have any responsibility or obligation to DTC, any participant in the book-entry system Direct Participant or the any Indirect Participant or any Beneficial Owners Owner with respect to (i1) the accuracy of any records maintained by DTC the Securities Depository or any participant, Direct Participant or any Indirect Participant; (ii2) the payment by DTC the Securities Depository or any participant Direct Participant or any Indirect Participant of any amount due to any Beneficial Owner in respect of the principal of, purchase price of, premium (if any) and interest on the Notes; (3) the delivery or timeliness of delivery by the Securities Depository or any Direct Participant or any Indirect Participant of any notice due to any Beneficial Owner which is required or permitted under the terms of this Indenture to be given to Beneficial Owners; or (4) any consent given or other action taken by the Securities Depository, or the Securities Depository Nominee, as owner. (j) The Securities Depository may determine to discontinue the Book-Entry System with respect to the principal or purchase price orNotes at any time upon notice to the Issuer, the premium or interest onRemarketing Agent, and the Trustee and upon discharge of its responsibilities with respect thereto under applicable law. Upon such notice and compliance with law the Book-Entry System for the Notes will be discontinued unless a successor securities depository is appointed by the Issuer. In addition, the Issuer may discontinue the Book-Entry System for the Notes at any Bondtime by reasonable notice to the Securities Depository and to the Beneficial Owners. In the event the Book-Entry System for the Notes is discontinued, (iii) the delivery of any notice by DTC or any participant, (iv) the selection of Notes in certificated form in Authorized Denominations will be physically distributed to the Beneficial Owners to receive payment thereof and the Notes will be registered in the event of any partial redemption names of the Bonds, or (v) any other action taken by DTC or any participant. Notwithstanding anything in this Indenture to owners thereof on the contrary, the Issuer Note Register and the Trustee hereby agree as follows with respect to the Bonds, if and to the extent any Bond is registered in the name of “Cede & Co.” as nominee of DTC: (i) the Trustee shall give DTC all special notices required by the Representation Letter at the times, in the forms and by the means required by the Representation Letter; (ii) the Trustee shall will make payments of principal of, purchase price of, premium (if any) and interest on the Notes to Cede & Co. at the times and by the means specified in the Representations Letter; (iii) Cede & Co., shall not be required to surrender Bonds which have been partially paid or prepaid to the extent permitted by the Representation Letter; and (iv) the Trustee shall set a special record date (and shall notify the registered owners of thereof as provided in the Bonds thereof in writing) prior to soliciting any Bondholder consent or vote, such notice to be given not less than 15 calendar days prior to such record date (any Bond transferred by a registered owner subsequent to the establishment of the special record date Notes and prior to obtaining such consent or vote shall have attached to it a copy of the notice to Bondholders by the Trustee). If at any time DTC ceases to hold the Bonds, all references herein to DTC shall be of no further force and effectthis Indenture.

Book-Entry System. The Project Bonds shall initially be held under a book-entry system with DTC. References in this Section 206 to a Bond or the Bonds shall be initially construed to mean the Bond or the Bonds that are held under the book-entry system. One Bond of each maturity shall be issued to DTC and immobilized in its custody. A book-entry system shall be employed, evidencing ownership of the Bonds in Authorized Denominations, with transfers of beneficial ownership effected on the records of DTC and the DTC Participants pursuant to rules and procedures established by DTC. Each DTC Participant shall be credited in the name records of “Cede & Co.,” DTC with the amount of such DTC Participant's interest in the Bonds. Beneficial ownership interests in the Bonds may be purchased by or through DTC Participants. The holders of these beneficial ownership interests are hereinafter referred to as nominee for the "Beneficial Owners." The Depository Trust Company (“DTC”), as registered owner Beneficial Owners shall not receive Bonds representing their beneficial ownership interests. The ownership interests of each Beneficial Owner shall be recorded through the records of the Project DTC Participant from which such Beneficial Owner purchased its Bonds. Transfers of Ownership interests in the Bonds shall be accomplished by book entries made by DTC and, in turn, by DTC Participants acting on behalf of Beneficial Owners. SO LONG AS CEDE & CO., AS NOMINEE FOR DTC, IS THE REGISTERED OWNER OF THE BONDS, THE TRUSTEE SHALL TREAT CEDE & CO. AS THE ONLY HOLDER OF THE BONDS FOR ALL PURPOSES UNDER THIS INDENTURE, INCLUDING RECEIPT OF ALL PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE BONDS, RECEIPT OF NOTICES, VOTING AND REQUESTING OR DIRECTING THE TRUSTEE TO TAKE OR NOT TO TAKE, OR CONSENTING TO, CERTAIN ACTIONS UNDER THIS INDENTURE. Payments of principal, interest, premium, if any, and purchase price with respect to the Bonds, and held in the custody of DTC. A single Bond certificate will be issued and delivered to DTC. The actual purchasers of the Project Bonds (the “Beneficial Owners”) will not receive physical delivery of Bond certificates except as provided herein. For so long as DTC is the only owner of the Bonds, shall be paid by the Trustee directly to DTC or its nominee. DTC shall remit such payments to DTC Participants, and such payments thereafter shall be paid by DTC Participants to the Beneficial Owners. The Issuer, the Borrower, the Credit Facility Trustee, the Tender Agent and the Trustee shall not be responsible or liable for payment by DTC or DTC Participants, for sending transaction statements or for maintaining, supervising or reviewing records maintained by DTC or DTC Participants. Notwithstanding anything to the contrary contained in this Indenture, for so long as Cede & Co. is the sole Registered Owner of the Bonds, all tenders and deliveries of Bonds under the provisions of this Indenture shall be made pursuant to DTC's procedures in effect from time to time and none of the Issuer, the Trustee, the Tender Agent or the Remarketing Agent shall have any responsibility for or liability with respect to the implementation of such procedures. In the event that (1) DTC determines not to continue to serve act as securities depository for the Project Bonds as provided herein, all transfers or (2) the Remarketing Agent determines that the continuation of beneficial ownership interests will be made by the book-entry only, system of evidence and no investor or other party purchasing, selling or otherwise transferring beneficial transfer of ownership of Project the Bonds is to receive, hold or deliver any Bond certificate. For every transfer and exchange would adversely affect the interests of the Beneficial Owners of the Bonds, the Beneficial Owner may be charged a sum sufficient to cover such Beneficial Owner’s allocable share of any tax, fee or other governmental charge that may be imposed in relation thereto. Bond certificates are required to be delivered to and registered in Issuer shall discontinue the name of the Beneficial Owner under the following circumstances: (a) book-entry system with DTC determines to discontinue providing its service with respect to the Bonds. Such a determination may be made at any time by giving 30 days’ notice If the Remarketing Agent fails to identify another qualified securities depository to replace DTC, the Trustee shall authenticate and deliver replacement Bonds in the form of fully registered Bonds pursuant to the Issuerwritten instructions of DTC. THE ISSUER, THE BORROWER, THE REMARKETING AGENT, THE CREDIT FACILITY TRUSTEE, THE TENDER AGENT AND THE TRUSTEE SHALL NOT HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO ANY DTC PARTICIPANT OR ANY BENEFICIAL OWNER WITH RESPECT TO (i) THE BONDS; (ii) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DTC PARTICIPANT; (iii) THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE BONDS; (iv) THE DELIVERY OR TIMELINESS OF DELIVERY BY DTC OR ANY DTC PARTICIPANT OF ANY NOTICE DUE TO ANY BENEFICIAL OWNER THAT IS REQUIRED OR PERMITTED UNDER THE TERMS OF THIS INDENTURE TO BE GIVEN TO BENEFICIAL OWNERS; (v) THE SELECTION OF BENEFICIAL OWNERS TO RECEIVE PAYMENTS IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BONDS; OR (vi) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC OR ITS NOMINEE, AS OWNER. In the Borrower and the Trustee and discharging its responsibilities with respect thereto under any applicable law; or (b) the Borrower determines to discontinue the system of event that a book-entry transfers through DTC (or a successor securities depository). The Issuer, the Borrower system of evidence and the Trustee will recognize DTC or its nominee as the Bond owner for all purposes, including notices and voting. The Issuer, the Trustee and the Underwriter may conclusively rely on (A) a certificate transfer of DTC as to the identity ownership of the participants in the book-entry system, and (B) a certificate of such participants as Bonds is discontinued pursuant to the identity of, and the respective principal amounts of Bonds beneficially owned by, the Beneficial Owners. Whenever, during the term of the Bonds, beneficial ownership thereof is determined by a book entry at DTC, the requirements in this Indenture of holding, delivering or transferring Bonds shall be deemed modified to require the appropriate person to meet the requirements of DTC as to registering or transferring the book entry to produce the same effect. The Trustee and the Issuer, at the direction and expense of the Borrower and with the written consent of the Underwriter, may from time to time appoint a successor securities depository and enter into an agreement with such successor securities depository, to establish procedures with respect to the Bonds not inconsistent with the provisions of this Indenture. Any successor securities depository Section, the Bonds shall be a “clearing agency” delivered solely as fully registered under Section 17A of Bonds without coupons in the Securities Exchange Act of 1934Authorized Denominations, as amended. Neither the Issuershall be lettered "R" and numbered separately from 1 upward, the Borrowerand shall be payable, the Trustee nor the Underwriter (except executed, authenticated, registered, exchanged and only canceled pursuant to the extent it is also provisions hereof. The Borrower shall not be limited to utilizing a participant in the book-entry system) will have any responsibility or obligation to DTC, any participant in the book-entry system or the Beneficial Owners with respect to (i) the accuracy of any records maintained by DTC but may enter into a custody agreement with any bank or any participant, trust company serving as custodian (ii) which may be the payment by DTC or any participant of any amount due to any Beneficial Owner with respect to the principal or purchase price or, the premium or interest on, any Bond, (iii) the delivery of any notice by DTC or any participant, (iv) the selection of the Beneficial Owners to receive payment Trustee serving in the event capacity of any partial redemption custodian) to provide for a book-entry or similar method for the registration and registration of transfer of all or a portion of the Bonds. SO LONG AS A BOOK-ENTRY SYSTEM OF EVIDENCE OF TRANSFER OF OWNERSHIP OF ALL THE BONDS IS MAINTAINED IN ACCORDANCE HEREWITH, or (v) any other action taken by DTC or any participant. Notwithstanding anything in this Indenture to the contrary, the Issuer and the Trustee hereby agree as follows with respect to the Bonds, if and to the extent any Bond is registered in the name of “Cede & Co.” as nominee of DTC: (i) the Trustee shall give DTC all special notices required by the Representation Letter at the times, in the forms and by the means required by the Representation Letter; (ii) the Trustee shall make payments to Cede & Co. at the times and by the means specified in the Representations Letter; (iii) Cede & Co., shall not be required to surrender Bonds which have been partially paid or prepaid to the extent permitted by the Representation Letter; and (iv) the Trustee shall set a special record date (and shall notify the registered owners of the Bonds thereof in writing) prior to soliciting any Bondholder consent or vote, such notice to be given not less than 15 calendar days prior to such record date (any Bond transferred by a registered owner subsequent to the establishment of the special record date and prior to obtaining such consent or vote shall have attached to it a copy of the notice to Bondholders by the Trustee). If at any time DTC ceases to hold the Bonds, all references herein to DTC shall be of no further force and effectTHE PROVISIONS OF THIS INDENTURE RELATING TO THE DELIVERY OF PHYSICAL BOND CERTIFICATES WITH RESPECT TO THE BONDS SHALL BE DEEMED INAPPLICABLE OR BE OTHERWISE SO CONSTRUED AS TO GIVE FULL EFFECT TO SUCH BOOK-ENTRY SYSTEM.

Book-Entry System. Notwithstanding anything to the contrary herein, so long as any series of the Bonds is being held under a Book-Entry System pursuant to this Section 3.18, payment of principal and premium (if any) of and interest on such Bonds and transfers of beneficial ownership of such Bonds will be effected pursuant to rules and procedures established by the Securities Depository. The Project Series 2017B Bonds shall be initially issued under a Book-Entry System and shall be held thereunder except as provided in this Section 3.18. The Series 2017B Bonds shall be initially issued in the name form of “Cede & Co.,” as nominee a separate, authenticated, fully registered Series 2017B Bond for The Depository Trust Company (“DTC”)each series, as registered owner maturity and interest rate in a principal amount equal to the amount of the Project Bondssuch maturity and interest rate, and held in shall be registered on the custody of DTC. A single Bond certificate will be issued and delivered to DTC. The actual purchasers of the Project Bonds (the “Beneficial Owners”) will not receive physical delivery of Bond certificates except as provided herein. For so long as DTC shall continue to serve as securities depository for the Project Bonds as provided herein, all transfers of beneficial ownership interests will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of Project Bonds is to receive, hold or deliver any Bond certificate. For every transfer and exchange of Bonds, the Beneficial Owner may be charged a sum sufficient to cover such Beneficial Owner’s allocable share of any tax, fee or other governmental charge that may be imposed in relation thereto. Bond certificates are required to be delivered to and registered Register in the name of the Beneficial Owner under Securities Depository Nominee. So long as the following circumstances: (a) DTC determines to discontinue providing its service with respect to the Bonds. Such a determination may be made at any time by giving 30 days’ notice to the IssuerBook-Entry System is in effect, the Borrower and the Trustee and discharging its responsibilities with respect thereto under any applicable law; or (b) the Borrower determines to discontinue the system of book-entry transfers through DTC (or a successor securities depository). The Issuer, the Borrower and the Trustee Securities Depository Nominee will recognize DTC or its nominee be recognized as the Bond owner for all purposes, including notices and voting. The Issuer, the Trustee and the Underwriter may conclusively rely on (A) a certificate of DTC as to the identity Holder of the participants in Series 2017B Bonds for the book-entry systempurposes of (i) paying the principal of, premium, if any, or interest on the Series 2017B Bonds, (ii) selecting the Series 2017B 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 2017B Bonds, and (Bv) a certificate of such participants as requesting any consent or other action to be taken by the identity ofHolders, and the respective principal amounts of Bonds beneficially owned byfor all other purposes whatsoever, the Beneficial Owners. Whenever, during the term of the Bonds, beneficial ownership thereof is determined by a book entry at DTC, the requirements in this Indenture of holding, delivering or transferring Bonds shall be deemed modified to require the appropriate person to meet the requirements of DTC as to registering or transferring the book entry to produce the same effect. The Trustee and the Issuer, at the direction and expense of the Borrower and with the written consent of the Underwriter, may from time to time appoint a successor securities depository and enter into an agreement with such successor securities depository, to establish procedures with respect to the Bonds not inconsistent with the provisions of this Indenture. Any successor securities depository shall be a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934, as amended. Neither the Issuer, the Borrower, neither the Trustee nor the Underwriter (except and only Corporation shall be affected by any notice to the extent it is also a participant in contrary. Neither the book-entry system) will Trustee nor the Corporation shall have any responsibility or obligation to DTCany Participant, any participant beneficial owner of Series 2017B Bonds or any other person claiming a beneficial ownership interest in the book-entry system Series 2017B Bonds under or through the Beneficial Owners Securities Depository or any Participant, or any other person which is not shown on the Register as being a Holder of Series 2017B Bonds with respect to (i) the accuracy of any records maintained by DTC the Securities Depository or any participantParticipant, (ii) the payment by DTC to the Securities Depository, any Participant or any participant beneficial owner of Series 2017B Bonds of any amount due to any Beneficial Owner with in respect to of the principal or purchase price orof, the premium premium, if any, or interest on, any Bondon the Bonds, (iii) the delivery of any notice by DTC which is permitted or any participantrequired to be given to Holders under this Trust Agreement, (iv) the selection of by the Beneficial Owners Securities Depository or any Participant or any other person to receive payment in the event of any a partial redemption of the Bonds, Series 2017B Bonds or (v) any other action taken by DTC or any participantthe Securities Depository as Holder of the Series 2017B Bonds. Notwithstanding anything So long as the Book-Entry System is in this Indenture effect, the Trustee shall pay all principal of and premium, if any, and interest on the Series 2017B Bonds only to the contrarySecurities Depository or the Securities Depository Nominee, as the Issuer case may be, and all such payments shall be valid and effectual to fully satisfy and discharge the Trustee hereby agree as follows obligations with respect to the Bondsprincipal of and premium, if any, and interest on the Series 2017B Bonds to the extent of the sum or sums so paid. In the event that the Corporation determines that it is in the best interest of the Corporation not to continue the Book-Entry System or that the interest of the beneficial owners of the Series 2017B Bonds may be adversely affected if the Book-Entry System is continued, then the Corporation shall notify the Securities Depository and the Trustee of such determination and the Securities Depository shall immediately notify the Participants of the availability, through the Securities Depository, of physical Series 2017B Bonds. In such event, the Corporation shall execute and the Trustee shall authenticate, register and deliver physical Series 2017B Bonds as requested by the Securities Depository or any Bond is Participant or beneficial owner of Series 2017B Bonds in appropriate authorized denominations in exchange for the Series 2017B Bonds registered in the name of “Cede & Co.” Securities Depository Nominee. The Securities Depository may determine to discontinue providing its services as nominee such with respect to the Series 2017B Bonds at any time by giving notice to the Corporation and the Trustee and discharging its responsibilities with respect thereto under applicable laws or the Corporation may determine that the Securities Depository is incapable of DTC: discharging its duties as such and may so notify the Securities Depository. In either such event, the Corporation shall either (i) engage the Trustee shall give DTC all special notices required by the Representation Letter at the times, in the forms and by the means required by the Representation Letter; services of another Securities Depository or (ii) deliver physical Series 2017B Bonds in the Trustee manner described above; provided, however, that the discontinuation of the Book Entry System of registration and transfer with respect to the Series 2017B Bonds or the replacement of the Securities Depository or any successor depository shall make payments be subject to Cede & Co. at the times applicable rules and procedures of the Securities Depository or such successor depository on file or otherwise approved by the means specified Securities and Exchange Commission. Notwithstanding any other provision of this Trust Agreement to the contrary, so long as the Series 2017B Bonds are registered in the Representations Letter; (iii) name of Cede & Co., shall not be required to surrender Bonds which have been partially paid or prepaid as Securities Depository Nominee, all payments with respect to the extent permitted principal of, premium, if any, and interest on the Bonds and all notices with respect to the Series 2017B Bonds shall be made and given, respectively, to The Depository Trust Company, New York, New York, as provided in the Blanket Letter of Representations of the Corporation dated , 201 . In connection with any notice or other communication to be provided to the Holders by the Representation Letter; and (iv) Corporation or the Trustee with respect to any consent or other action to be taken by the Holders, the Corporation or the Trustee, as the case may be, shall set establish a special record date (and shall notify the registered owners of the Bonds thereof in writing) prior to soliciting any Bondholder for such consent or vote, other action and give the Securities Depository notice of such notice to be given record date not less than 15 calendar days prior to in advance of such record date (any Bond transferred by a registered owner subsequent to the establishment of the special record date and prior to obtaining such consent or vote shall have attached to it a copy of the notice to Bondholders by the Trustee). If at any time DTC ceases to hold the Bonds, all references herein to DTC shall be of no further force and effectextent possible.

Book-Entry System. The Project Bonds shall All Atlas Series H Preferred Shares will be initially represented by a single certificate issued in the name of “Cede & Co.,” as nominee for to The Depository Trust Company (“DTC”and its successors or assigns or any other securities depository selected by Atlas), as registered owner of or the Project BondsSecurities Depository, and held in the custody of DTC. A single Bond certificate will be issued and delivered to DTC. The actual purchasers of the Project Bonds (the “Beneficial Owners”) will not receive physical delivery of Bond certificates except as provided herein. For so long as DTC shall continue to serve as securities depository for the Project Bonds as provided herein, all transfers of beneficial ownership interests will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of Project Bonds is to receive, hold or deliver any Bond certificate. For every transfer and exchange of Bonds, the Beneficial Owner may be charged a sum sufficient to cover such Beneficial Owner’s allocable share of any tax, fee or other governmental charge that may be imposed in relation thereto. Bond certificates are required to be delivered to and registered in the name of the Beneficial Owner under the following circumstances: its nominee (a) DTC determines to discontinue providing its service with respect to the Bonds. Such a determination may be made at any time by giving 30 days’ notice to the Issuerinitially, the Borrower and the Trustee and discharging its responsibilities with respect thereto under any applicable law; or (b) the Borrower determines to discontinue the system of book-entry transfers through DTC (or a successor securities depositoryCede & Co.). The Issuer, the Borrower and the Trustee Atlas Series H Preferred Shares will recognize DTC or its nominee as the Bond owner for all purposes, including notices and voting. The Issuer, the Trustee and the Underwriter may conclusively rely on (A) a certificate of DTC as continue to the identity of the participants in the book-entry system, and (B) a certificate of such participants as to the identity of, and the respective principal amounts of Bonds beneficially owned by, the Beneficial Owners. Whenever, during the term of the Bonds, beneficial ownership thereof is determined be represented by a book entry at DTC, the requirements in this Indenture of holding, delivering or transferring Bonds shall be deemed modified to require the appropriate person to meet the requirements of DTC as to registering or transferring the book entry to produce the same effect. The Trustee and the Issuer, at the direction and expense of the Borrower and with the written consent of the Underwriter, may from time to time appoint a successor securities depository and enter into an agreement with such successor securities depository, to establish procedures with respect to the Bonds not inconsistent with the provisions of this Indenture. Any successor securities depository shall be a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934, as amended. Neither the Issuer, the Borrower, the Trustee nor the Underwriter (except and only to the extent it is also a participant in the book-entry system) will have any responsibility or obligation to DTC, any participant in the book-entry system or the Beneficial Owners with respect to (i) the accuracy of any records maintained by DTC or any participant, (ii) the payment by DTC or any participant of any amount due to any Beneficial Owner with respect to the principal or purchase price or, the premium or interest on, any Bond, (iii) the delivery of any notice by DTC or any participant, (iv) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds, or (v) any other action taken by DTC or any participant. Notwithstanding anything in this Indenture to the contrary, the Issuer and the Trustee hereby agree as follows with respect to the Bonds, if and to the extent any Bond is single certificate registered in the name of “Cede & Co.” the Securities Depository or its nominee, and no holder of the Atlas Series H Preferred Shares will be entitled to receive a certificate evidencing such shares unless otherwise required by law or the Securities Depository gives notice of its intention to resign or is no longer eligible to act as nominee such and ▇▇▇▇▇ has not selected a substitute Securities Depository within 60 calendar days thereafter. Payments and communications made by Atlas to holders of DTC: the Atlas Series H Preferred Shares will be duly made by making payments to, and communicating with, the Securities Depository. Accordingly, unless certificates are available to holders of the Atlas Series H Preferred Shares, each holder of Atlas Series H Preferred Shares must rely on (ia) the Trustee shall give DTC all special notices required procedures of the Securities Depository and its participants to receive dividends, distributions, any redemption price, liquidation preference and notices, and to direct the exercise of any voting or nominating rights, with respect to such Atlas Series H Preferred Shares and (b) the records of the Securities Depository and its participants to evidence its ownership of such Atlas Series H Preferred Shares. The Depository Trust Company, the initial Securities Depository, is a New York-chartered limited purpose trust company that performs services for its participants, some of whom (and/or their representatives) own The Depository Trust Company. The Securities Depository maintains lists of its participants and will maintain the positions (i.e. ownership interests) held by the Representation Letter at the times, its participants in the forms and by the means required by the Representation Letter; (ii) the Trustee shall make payments to Cede & Co. at the times and by the means specified in the Representations Letter; (iii) Cede & Co.Atlas Series H Preferred Shares, shall not be required to surrender Bonds which have been partially paid or prepaid to the extent permitted by the Representation Letter; and (iv) the Trustee shall set whether as a special record date (and shall notify the registered owners holder of the Bonds thereof in writing) prior to soliciting any Bondholder consent Atlas Series H Preferred Shares for its own account or vote, such notice to be given not less than 15 calendar days prior to such record date (any Bond transferred by as a registered owner subsequent to the establishment nominee for another holder of the special record date and prior to obtaining such consent or vote shall have attached to it a copy of the notice to Bondholders by the Trustee). If at any time DTC ceases to hold the Bonds, all references herein to DTC shall be of no further force and effectAtlas Series H Preferred Shares.

Book-Entry System. The Project Series 2017 Bonds shall are eligible to be maintained in the book-entry-only system of DTC, and will be initially issued delivered in the name of “Cede & Co.,” as nominee for The Depository Trust Company (“DTC”), as registered owner of the Project Bonds, and held in the custody of DTC. A single Bond certificate will be issued and delivered to DTC. The actual purchasers of the Project Bonds (the “Beneficial Owners”) will not receive physical delivery of Bond certificates except as provided herein. For so long as DTC shall continue to serve as securities depository for the Project Bonds as provided herein, all transfers of beneficial ownership interests will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of Project Bonds is to receive, hold or deliver any Bond certificate. For every transfer and exchange of Bonds, the Beneficial Owner may be charged a sum sufficient to cover such Beneficial Owner’s allocable share of any tax, fee or other governmental charge that may be imposed in relation thereto. Bond certificates are required to be delivered to and registered in the name of the Beneficial Owner under the following circumstances:entry-only form. (a) DTC determines to discontinue providing its service with respect to So long as the Bonds. Such a determination may be made at any time by giving 30 days’ notice to the Issuer, the Borrower and the Trustee and discharging its responsibilities with respect thereto under any applicable law; or (b) the Borrower determines to discontinue the system of Series 2017 Bonds are in book-entry transfers through DTC (or a successor securities depository). The Issuer, the Borrower and the Trustee will recognize DTC or its nominee as the Bond owner for all purposes, including notices and voting. The Issuerform, the Trustee and shall comply with the Underwriter may conclusively rely on (A) a certificate of DTC as to the identity terms of the participants Issuer’s blanket letter of representations to DTC (herein, the "Representation Letter"). References herein to Bondholders or registered Owners of the Series 2017 Bonds shall mean the registered Owner as set forth in the book-entry systemRepresentation Letter, and (B) a certificate of such participants as to the identity of, and the respective principal amounts of Bonds beneficially owned by, shall not mean the Beneficial Owners. Whenever, during the term Owners of the Series 2017 Bonds. However, beneficial ownership thereof is determined by a book entry at DTC, the requirements in this Indenture of holding, delivering or transferring Bonds shall be deemed modified to require the appropriate person to meet the requirements of DTC as to registering or transferring the book entry to produce the same effect. The Trustee and the Issuer, at the direction and expense of the Borrower and with the written consent of the Underwriter, may from time to time appoint a successor securities depository and enter into an agreement with such successor securities depository, to establish procedures with respect to the Bonds not inconsistent with the provisions of this Indenture. Any successor securities depository shall be a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934, as amended. Neither the Issuer, the Borrower, the Trustee nor the Underwriter (except and only to the extent it is also a participant in the book-entry system) will have any responsibility or obligation to DTC, any participant in the book-entry system through DTC may be terminated upon the happening of any of the following: (i) DTC or the Issuer advises the Trustee that DTC is no longer willing or able to properly discharge its responsibilities under the Representation Letter and the Trustee or the Issuer is unable to locate a qualified successor clearing agency satisfactory to the Trustee and the Issuer. (ii) The Issuer, in its sole discretion, but with the consent of the Trustee, elects to terminate the book-entry system by notice to DTC and the Trustee; or (iii) After the occurrence of an Event of Default (at which time the Trustee promptly shall notify DTC of such Event of Default), the Beneficial Owners with respect of a majority in aggregate principal amount of the Series 2017 Bonds advise the Trustee in writing, through DTC, that the continuation of a book-entry system through DTC, to (i) the accuracy exclusion of any records maintained by definitive Series 2017 Bond certificates being issued to any person other than DTC or any participant, (ii) its nominee is no longer in the payment by DTC or any participant of any amount due to any Beneficial Owner with respect to the principal or purchase price or, the premium or best interest on, any Bond, (iii) the delivery of any notice by DTC or any participant, (iv) the selection of the Beneficial Owners to receive payment in Owners. (b) Upon the event occurrence of any partial redemption event described in subsection (a) above, the Trustee shall notify DTC of the Bondsoccurrence of such event and of the availability of definitive Series 2017 Bond certificates to Beneficial Owners requesting the same, in an aggregate outstanding amount representing the interest of each Owner, making such adjustments and allowances as it may find necessary or (v) any other action taken by DTC or any participantappropriate as to accrued interest. Notwithstanding anything in this Indenture Definitive Series 2017 Bond certificates shall be issued only upon surrender to the contraryTrustee of the Series 2017 Bond by DTC, accompanied by registration instructions from DTC for the definitive Series 2017 Bond certificates. Neither the Issuer nor the Trustee shall be liable for any delay in delivery of such instructions and conclusively may rely on, and shall be protected in relying on, such instructions. Upon issuance of definitive Series 2017 Bond certificates, the Issuer Representation Letter shall no longer be in force and effect, and the Trustee hereby agree shall perform its obligations as follows with respect required hereunder that were performed by DTC. Whenever notice or other communication to the BondsOwners of the Series 2017 Bonds is required by the Trustee under this Indenture, if and to the extent any Bond is registered in the name of “Cede & Co.” as nominee of DTC: (i) the Trustee shall give DTC all special such notices and communications specified herein or required by the Representation Letter at the times, in the forms and by the means required by the Representation Letter; (ii) the Trustee shall make payments to Cede & Co. at the times and by the means specified in the Representations Letter; (iii) Cede & Co., shall not be required to surrender Bonds which have been partially paid or prepaid to the extent permitted by the Representation Letter; and (iv) the Trustee shall set a special record date (and shall notify the registered owners of the Bonds thereof in writing) prior to soliciting any Bondholder consent or vote, such notice this Indenture to be given not less than 15 calendar days prior to such record date (any Bond transferred by a registered owner subsequent to the establishment Owners of the special record date and prior Series 2017 Bonds to obtaining such consent or vote shall have attached to it a copy of the notice to Bondholders by the Trustee). If at any time DTC ceases to hold the Bonds, all references herein to DTC shall be of no further force and effectDTC.

Book-Entry System. The Project Bonds provisions of this Section shall apply to the Certificates so long as such Certificates shall be initially issued in maintained under the name of “Cede & Co.,” as nominee for book-entry system with The Depository Trust Company (“DTC”), as registered owner of the Project Bonds, and held in the custody of DTC. A single Bond certificate will be issued and delivered to DTC. The actual purchasers of the Project Bonds (the “Beneficial Owners”) will not receive physical delivery of Bond certificates except as provided herein. For so long as DTC shall continue to serve as or any other securities depository for the Project Bonds as provided hereinCertificates appointed pursuant to this Section, all transfers or their successors (a “Securities Depository”), any other provisions of beneficial ownership interests will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of Project Bonds is this Trust Agreement to receive, hold or deliver any Bond certificate. For every transfer and exchange of Bonds, the Beneficial Owner may be charged a sum sufficient to cover such Beneficial Owner’s allocable share of any tax, fee or other governmental charge that may be imposed in relation thereto. Bond certificates are required to be delivered to and registered in the name of the Beneficial Owner under the following circumstances:contrary notwithstanding. (a) DTC determines The principal of and interest on the Certificates shall be payable to discontinue providing its service the Securities Depository, or registered assigns, as the registered Holder of the Certificates, on each date on which the principal of or interest on the Certificates becomes due. Such payments shall be made to the offices of the Securities Depository specified by the Securities Depository to the State and the Trustee in writing. Without notice to or the consent of the beneficial owners of the Certificates, the State and the Securities Depository may agree in writing to make payments in a manner different from that set out herein. In such event, the State shall give the Trustee notice thereof, and the Trustee shall make payments with respect to the BondsCertificates in the manner specified in such notice as if set forth herein. Such Neither the State nor the Trustee shall have any obligation with respect to the transfer or crediting of the appropriate payments to any participant of any Securities Depository (a determination “Participant”) or the beneficial owners of the Certificates or their nominees. (b) In the event that part but not all of any outstanding Certificate is to be retired (by acceleration or otherwise), the Securities Depository, in its discretion (i) may request the Trustee to authenticate and deliver a new Certificate in accordance with Section 7.04 upon presentation and surrender of such Certificate to the Trustee or (ii) shall make appropriate notation on the Certificate indicating the date and amount of each principal payment, provided that payment of the final principal amount of any Certificate shall be made only upon presentation and surrender of such Certificate to the Trustee. (c) So long as the Securities Depository or its nominee is the registered Holder of the Certificates, the State and the Trustee will recognize the Securities Depository or its nominee, respectively, as the Holder of all of the Certificates for all purposes, including (without limitation) the payment of the principal of and interest on the Certificates, the giving of notices and any consent or direction required or permitted to be given to, or on behalf of, the Holders of the Certificates under this Trust Agreement. (d) The State at any time by giving may replace any Securities Depository as the depository for the Certificates with another qualified securities depository or discontinue the maintenance of the Certificates under a book-entry system upon 30 days’ notice to the Issuer, Securities Depository (or such fewer number of days as shall be acceptable to such Securities Depository). A copy of any such notice shall be delivered promptly to the Borrower and the Trustee and discharging its responsibilities with respect thereto under any applicable law; orTrustee. (be) If the Borrower determines to discontinue State discontinues the system of book-entry transfers through DTC (or a successor securities depository). The Issuer, the Borrower and the Trustee will recognize DTC or its nominee as the Bond owner for all purposes, including notices and voting. The Issuer, the Trustee and the Underwriter may conclusively rely on (A) a certificate of DTC as to the identity maintenance of the participants in Certificates under the book-entry system, and (B) a certificate of such participants as the State will issue Certificates directly to the identity ofParticipants or, to the extent requested by any Participant, to the beneficial owners of Certificates as further described in this Section. The State shall make provisions to notify Participants and the respective principal amounts of Bonds beneficially owned by, the Beneficial Owners. Whenever, during the term beneficial owners of the BondsCertificates, beneficial ownership thereof is determined by a book entry at DTCmailing an appropriate notice to the Securities Depository, or by other means deemed appropriate by the requirements State in this Indenture of holdingits discretion, delivering or transferring Bonds shall be deemed modified that it will issue Certificates directly to require the appropriate person to meet the requirements of DTC as to registering or transferring the book entry to produce the same effect. The Trustee and the Issuer, at the direction and expense of the Borrower and with the written consent of the Underwriter, may from time to time appoint a successor securities depository and enter into an agreement with such successor securities depositoryParticipants or, to establish procedures with respect the extent requested by any Participant, to the Bonds not inconsistent with the provisions beneficial owners of this Indenture. Any successor securities depository Certificates as of a date set forth in such notice, which shall be a “clearing agency” date at least ten (10) days after the date of mailing of such notice (or such fewer number of days as shall be acceptable to the Securities Depository). In the event that Certificates are to be issued to Participants or to beneficial owners of the Certificates, the State shall promptly have prepared Certificates in certificated form registered under Section 17A in the names of the Participants as shown on the records of the Securities Exchange Act of 1934, as amended. Neither the Issuer, the Borrower, Depository provided to the Trustee nor the Underwriter (except and only or, to the extent it is also a participant requested by any Participant, in the book-entry system) will have any responsibility or obligation names of the beneficial owners of Certificates shown on the records of such Participant provided to DTCthe Trustee, any participant as of the date set forth in the book-entry system or notice delivered in accordance with this paragraph. (f) If the Beneficial Owners State replaces any Securities Depository as the depository for the Certificates with respect to (i) another qualified Securities Depository, the accuracy of any records maintained by DTC or any participant, (ii) the payment by DTC or any participant of any amount due to any Beneficial Owner with respect State will issue to the principal or purchase price or, the premium or interest on, any Bond, (iii) the delivery of any notice by DTC or any participant, (iv) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds, or (v) any other action taken by DTC or any participant. Notwithstanding anything in this Indenture to the contrary, the Issuer and the Trustee hereby agree as follows with respect to the Bonds, if and to the extent any Bond is replacement Securities Depository Certificates registered in the name of “Cede & Co.” as nominee such replacement Securities Depository or its nominee. (g) Each Securities Depository and the Participants and the beneficial owners of DTC: (i) the Certificates, by their acceptance of the Certificates, agree that the State and the Trustee shall give DTC all special notices required by have no liability for the Representation Letter at failure of any Securities Depository to perform its obligations to any Participant or any beneficial owner of any Certificates, nor shall the times, in the forms and by the means required by the Representation Letter; (ii) State or the Trustee shall make payments be liable for the failure of any Participant or other nominee of any beneficial owner of any Certificates to Cede & Co. at the times and by the means specified in the Representations Letter; (iii) Cede & Co., shall not be required perform any obligation that such Participant or other nominee may incur to surrender Bonds which have been partially paid or prepaid to the extent permitted by the Representation Letter; and (iv) the Trustee shall set a special record date (and shall notify the registered owners any beneficial owner of the Bonds thereof in writing) prior to soliciting any Bondholder consent or vote, such notice to be given not less than 15 calendar days prior to such record date (any Bond transferred by a registered owner subsequent to the establishment of the special record date and prior to obtaining such consent or vote shall have attached to it a copy of the notice to Bondholders by the Trustee). If at any time DTC ceases to hold the Bonds, all references herein to DTC shall be of no further force and effectCertificates.

Book-Entry System. The Project Bonds shall All Atlas Series E Preferred Shares will be initially represented by a single certificate issued in the name of “Cede & Co.,” as nominee for to The Depository Trust Company (“DTC”and its successors or assigns or any other securities depository selected by Atlas), as registered owner of or the Project BondsSecurities Depository, and held in the custody of DTC. A single Bond certificate will be issued and delivered to DTC. The actual purchasers of the Project Bonds (the “Beneficial Owners”) will not receive physical delivery of Bond certificates except as provided herein. For so long as DTC shall continue to serve as securities depository for the Project Bonds as provided herein, all transfers of beneficial ownership interests will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of Project Bonds is to receive, hold or deliver any Bond certificate. For every transfer and exchange of Bonds, the Beneficial Owner may be charged a sum sufficient to cover such Beneficial Owner’s allocable share of any tax, fee or other governmental charge that may be imposed in relation thereto. Bond certificates are required to be delivered to and registered in the name of the Beneficial Owner under the following circumstances: its nominee (a) DTC determines to discontinue providing its service with respect to the Bonds. Such a determination may be made at any time by giving 30 days’ notice to the Issuerinitially, the Borrower and the Trustee and discharging its responsibilities with respect thereto under any applicable law; or (b) the Borrower determines to discontinue the system of book-entry transfers through DTC (or a successor securities depositoryCede & Co.). The Issuer, the Borrower and the Trustee Atlas Series E Preferred Shares will recognize DTC or its nominee as the Bond owner for all purposes, including notices and voting. The Issuer, the Trustee and the Underwriter may conclusively rely on (A) a certificate of DTC as continue to the identity of the participants in the book-entry system, and (B) a certificate of such participants as to the identity of, and the respective principal amounts of Bonds beneficially owned by, the Beneficial Owners. Whenever, during the term of the Bonds, beneficial ownership thereof is determined be represented by a book entry at DTC, the requirements in this Indenture of holding, delivering or transferring Bonds shall be deemed modified to require the appropriate person to meet the requirements of DTC as to registering or transferring the book entry to produce the same effect. The Trustee and the Issuer, at the direction and expense of the Borrower and with the written consent of the Underwriter, may from time to time appoint a successor securities depository and enter into an agreement with such successor securities depository, to establish procedures with respect to the Bonds not inconsistent with the provisions of this Indenture. Any successor securities depository shall be a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934, as amended. Neither the Issuer, the Borrower, the Trustee nor the Underwriter (except and only to the extent it is also a participant in the book-entry system) will have any responsibility or obligation to DTC, any participant in the book-entry system or the Beneficial Owners with respect to (i) the accuracy of any records maintained by DTC or any participant, (ii) the payment by DTC or any participant of any amount due to any Beneficial Owner with respect to the principal or purchase price or, the premium or interest on, any Bond, (iii) the delivery of any notice by DTC or any participant, (iv) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds, or (v) any other action taken by DTC or any participant. Notwithstanding anything in this Indenture to the contrary, the Issuer and the Trustee hereby agree as follows with respect to the Bonds, if and to the extent any Bond is single certificate registered in the name of “Cede & Co.” the Securities Depository or its nominee, and no holder of the Atlas Series E Preferred Shares will be entitled to receive a certificate evidencing such shares unless otherwise required by law or the Securities Depository gives notice of its intention to resign or is no longer eligible to act as nominee such and ▇▇▇▇▇ has not selected a substitute Securities Depository within 60 calendar days thereafter. Payments and communications made by Atlas to holders of DTC: the Atlas Series E Preferred Shares will be duly made by making payments to, and communicating with, the Securities Depository. Accordingly, unless certificates are available to holders of the Atlas Series E Preferred Shares, each holder of Atlas Series E Preferred Shares must rely on (ia) the Trustee shall give DTC all special notices required procedures of the Securities Depository and its participants Table of Contents to receive dividends, distributions, any redemption price, liquidation preference and notices, and to direct the exercise of any voting or nominating rights, with respect to such Atlas Series E Preferred Shares and (b) the records of the Securities Depository and its participants to evidence its ownership of such Atlas Series E Preferred Shares. The Depository Trust Company, the initial Securities Depository, is a New York-chartered limited purpose trust company that performs services for its participants, some of whom (and/or their representatives) own The Depository Trust Company. The Securities Depository maintains lists of its participants and will maintain the positions (i.e., ownership interests) held by the Representation Letter at the times, its participants in the forms and by the means required by the Representation Letter; (ii) the Trustee shall make payments to Cede & Co. at the times and by the means specified in the Representations Letter; (iii) Cede & Co.Atlas Series E Preferred Shares, shall not be required to surrender Bonds which have been partially paid or prepaid to the extent permitted by the Representation Letter; and (iv) the Trustee shall set whether as a special record date (and shall notify the registered owners holder of the Bonds thereof in writing) prior to soliciting any Bondholder consent Atlas Series E Preferred Shares for its own account or vote, such notice to be given not less than 15 calendar days prior to such record date (any Bond transferred by as a registered owner subsequent to the establishment nominee for another holder of the special record date and prior to obtaining such consent or vote shall have attached to it a copy of the notice to Bondholders by the Trustee). If at any time DTC ceases to hold the Bonds, all references herein to DTC shall be of no further force and effectAtlas Series E Preferred Shares.

Book-Entry System. The Project Bonds shall Notes will be initially issued represented by one or more Global Securities registered in the name of “Cede & Co.,” as , the nominee for of The Depository Trust Company (“DTC”the "Depositary"). The Depository is a limited-purpose trust company organized under the New York Banking Law, as registered owner a "banking organization" within the meaning of the Project BondsNew York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and held a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. The Depositary holds securities that its participants (the "Direct Participants") deposit with the Depository. The Depositary also facilitates the settlement among Direct Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in the custody Direct Participants' accounts, thereby eliminating the need for physical movement of DTCsecurities certificates. A single Bond certificate will be issued Direct Participants include securities brokers and delivered to DTCdealers, banks, trust companies, clearing corporations and certain other organizations. The actual purchasers Depositary is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the National Association of Securities Dealers, Inc. Access to the Depositary's system is also available to other securities brokers and dealers, banks and trust companies that clear through, or maintain a custodial relationship with, a Direct Participant, either directly or indirectly (the "Indirect Participants," and together with the Direct Participants, the "Participants"). The rules applicable to the Depositary and its Participants are on file with the U.S. Securities and Exchange Commission. Purchases of the Project Bonds Notes within the Depositary's system must be made by or through Direct Participants, which will receive a credit for the Notes on the Depositary's records. The ownership interest of each actual purchaser of each Note (a "Beneficial Owner") is in turn to be recorded on the “Direct and Indirect Participants' respective records. Beneficial Owners”) Owners will not receive physical delivery written confirmation from the Depositary of Bond their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interest in the Notes are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interest in Notes except in the event that use of the book-entry system for the Notes is discontinued. To facilitate subsequent transfers, all Notes deposited by Direct Participants with the Depositary will be registered in the name of Cede & Co. The deposit of the Notes with the Depositary and their registration in the name of Cede & Co. effect no change in beneficial ownership. The Depositary has no knowledge of the actual Beneficial Owners of the Notes; the Depositary's records reflect only the identity of the Direct Participants to whose accounts such Notes are credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by the Depositary to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as provided hereinmay be in effect from time to time. For so long Redemption notices shall be sent to Cede & Co. If less than all of the Notes are being redeemed, the Depositary's practice is to determine by lot the amount of the interest of each Direct Participant in such series to be redeemed. Neither the Depositary nor Cede & Co. will consent or vote with respect to the Notes. Under its usual procedures, the Depositary mails an omnibus proxy (an "Omnibus Proxy") to the Participants as DTC shall continue soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to serve those Direct Participants to whose accounts the Notes are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal, redemption premium, if any, and interest payments on the Notes will be made to the Depositary. The Depositary's practice is to credit Direct Participants' accounts on the relevant payment date in accordance with their respective holdings shown on the Depositary's records unless the Depositary has reason to believe that it will not receive payment on such payment date. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities for the accounts of customers in bearer form or registered in "street-name," and will be the responsibility of such Participant and not of the Depositary, the Underwriters, or the Company, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, redemption premium, if any, and interest to the Depositary is the responsibility of the Company or the respective trustees. Disbursement of such payments to Direct Participants is the responsibility of the Depositary, and disbursement of such payments to the Beneficial Owners is the responsibility of Direct and Indirect Participants. Registered Global Securities will settle in immediately available funds in the secondary trading market. No assurance can be given as to the effect, if any, of settlement in immediately available funds on trading activity in the Notes. The Depositary may discontinue providing its services as securities depository for with respect to the Project Bonds as provided hereinNotes at any time by giving reasonable notice to the Company. Under such circumstances and in the event that a successor securities depository is not obtained, all transfers of beneficial ownership interests will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of Project Bonds is to receive, hold or deliver any Bond certificate. For every transfer and exchange of Bonds, the Beneficial Owner may be charged a sum sufficient to cover such Beneficial Owner’s allocable share of any tax, fee or other governmental charge that may be imposed in relation thereto. Bond Notes certificates are required to be delivered to printed and registered in delivered. In addition, the name of the Beneficial Owner under the following circumstances: (a) DTC determines Company may decide to discontinue providing its service with respect to the Bonds. Such a determination may be made at any time by giving 30 days’ notice to the Issuer, the Borrower and the Trustee and discharging its responsibilities with respect thereto under any applicable law; or (b) the Borrower determines to discontinue use of the system of book-entry transfers through DTC the Depositary (or a successor securities depository). The IssuerIn that event, the Borrower Notes certificates will be printed and the Trustee will recognize DTC or its nominee as the Bond owner for all purposes, including notices and votingdelivered. The Issuer, the Trustee and the Underwriter may conclusively rely on (A) a certificate of DTC as to the identity of the participants in the book-entry system, and (B) a certificate of such participants as to the identity of, and the respective principal amounts of Bonds beneficially owned by, the Beneficial Owners. Whenever, during the term of the Bonds, beneficial ownership thereof is determined by a book entry at DTC, the requirements in this Indenture of holding, delivering or transferring Bonds shall be deemed modified to require the appropriate person to meet the requirements of DTC as to registering or transferring the book entry to produce the same effect. The Trustee and the Issuer, at the direction and expense of the Borrower and with the written consent of the Underwriter, may from time to time appoint a successor securities depository and enter into an agreement with such successor securities depository, to establish procedures with respect to the Bonds Company will not inconsistent with the provisions of this Indenture. Any successor securities depository shall be a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934, as amended. Neither the Issuer, the Borrower, the Trustee nor the Underwriter (except and only to the extent it is also a participant in the book-entry system) will have any responsibility or obligation to DTC, any participant in the book-entry system Participants or the Beneficial Owners with respect to (i) the accuracy of any records maintained by DTC or any participant, (ii) the payment by DTC or any participant of any amount due to any Beneficial Owner persons for whom they act as nominees with respect to the principal or purchase price oraccuracy of the records of the Depositary, the premium or interest on, any Bond, (iii) the delivery of any notice by DTC its nominee or any participant, (iv) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds, Direct or (v) any other action taken by DTC or any participant. Notwithstanding anything in this Indenture to the contrary, the Issuer and the Trustee hereby agree as follows Indirect Participant with respect to the Bonds, if and to the extent any Bond is registered ownership interest in the name of “Cede & Co.” as nominee of DTC: (i) the Trustee shall give DTC all special notices required by the Representation Letter at the timesNotes, in the forms and by the means required by the Representation Letter; (ii) the Trustee shall make or with respect to payments to Cede & Co. at or providing of notice for the times and by Direct Participants, the means specified in Indirect Participants or the Representations Letter; (iii) Cede & Co., shall not be required to surrender Bonds which have been partially paid or prepaid to the extent permitted by the Representation Letter; and (iv) the Trustee shall set a special record date (and shall notify the registered owners Beneficial Owners. The form of the Bonds thereof in writing) prior to soliciting any Bondholder consent or vote, such notice to be given not less than 15 calendar days prior to such record date (any Bond transferred by a registered owner subsequent to the establishment of the special record date and prior to obtaining such consent or vote shall have Notes is attached to it a copy of the notice to Bondholders by the Trustee). If at any time DTC ceases to hold the Bonds, all references herein to DTC shall be of no further force and effect.hereto as Exhibit A.

Book-Entry System. The Project Bonds shall be initially issued pursuant to a ----------- ----------------- Book Entry System administered by the Securities Depository with no physical distribution of Bond certificates to be made except as provided in this Section 313. Any provision of this Indenture or the name of “Cede & Co.,” as nominee for The Depository Trust Company (“DTC”), as registered owner of the Project Bonds, and held in the custody of DTC. A single Bond certificate will be issued and delivered to DTC. The actual purchasers of the Project Bonds (the “Beneficial Owners”) will not receive requiring physical delivery of Bond certificates except as provided hereinthe Bonds shall, with respect to any Bonds held under the Book Entry System, be deemed to be satisfied by a notation on the bond registration books maintained by the Trustee that such Bonds are subject to the Book Entry System. For so So long as DTC shall continue to serve as securities depository for the Project Bonds as provided hereina Book Entry System is being used, all transfers of beneficial ownership interests will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of Project Bonds is to receive, hold or deliver any one Bond certificate. For every transfer and exchange of Bonds, the Beneficial Owner may be charged a sum sufficient to cover such Beneficial Owner’s allocable share of any tax, fee or other governmental charge that may be imposed in relation thereto. Bond certificates are required to be delivered to and registered in the name of the Securities Depository Nominee will be issued and required to be deposited with the Securities Depository and held in its custody. The Book Entry System will be maintained by the Securities Depository and the Participants and Indirect Participants and will evidence beneficial ownership of the Bonds in authorized denominations, with transfers of ownership effected on the records of the Securities Depository, the Participants and the Indirect Participants pursuant to rules and procedures established by the Securities Depository, the Participants and the Indirect Participants. The principal of and any premium on each Bond shall be payable to the Securities Depository Nominee or any other person appearing on the registration books as the registered Holder of such Bond or his registered assigns or legal representative at the principal office of the Trustee. So long as the Book Entry System is in effect, the Securities Depository will be recognized as the holder of the Bonds for all purposes. Transfers of principal, interest and any premium payments or notices to Participants and Indirect Participants will be the responsibility of the Securities Depository, and transfers of principal, interest and any premium payments or notices to Beneficial Owner under Owners will be the following circumstances: responsibility of the Participants and the Indirect Participants. No other party will be responsible or liable for such transfers of payments or notices or for the maintaining, supervising or reviewing such records maintained by the Securities Depository, the Participants or the Indirect Participants. While the Securities Depository Nominee or the Securities Depository, as the case may be, is the registered owner of the Bonds, notwithstanding any other provisions set forth herein, payments of principal of, redemption premium, if any, and interest on the Bonds shall be made to the Securities Depository Nominee or the Securities Depository, as the case may be, by wire transfer in immediately available funds to the account of said Holder as may be specified in the bond registration books maintained by the Trustee or by such other method of payment as the Trustee may determined to be necessary or advisable with the concurrence of the Securities Depository. In the event that (ai) DTC the Securities Depository determines not to continue to administer a Book Entry System for the Bonds, or (ii) the Borrower, with the consent of the Remarketing Agent, determines to discontinue providing its service with respect to the Bonds. Such use of a determination may be made at any time by giving 30 days’ notice to the IssuerBook Entry System, the Borrower and the Trustee and discharging its responsibilities with respect thereto under any applicable law; or (b) Book Entry System will be discontinued if the Borrower determines fails to discontinue replace or removes the system of bookthen-entry transfers through DTC (or a successor securities depository). The Issueracting Securities Depository, the Borrower and in which case the Trustee will recognize DTC or its nominee deliver replacement Bonds in the form of fully registered certificates in Authorized Denominations in exchange for the Outstanding Bonds as the Bond owner for all purposes, including notices and voting. The Issuer, required by the Trustee and the Underwriter may conclusively rely on (A) a certificate of DTC as to the identity of the participants in the book-entry system, and (B) a certificate of such participants as to the identity of, and the respective principal amounts of Bonds beneficially owned by, the Beneficial Owners. Whenever, during The Securities Depository may be removed at any time at the term election of the BondsBorrower, beneficial ownership thereof is determined by a book entry at DTC, the requirements in this Indenture of holding, delivering or transferring Bonds shall be deemed modified to require the appropriate person to meet the requirements of DTC as to registering or transferring the book entry to produce the same effect. The Trustee and the Issuer, at the direction and expense of the Borrower and with the written consent of the UnderwriterRemarketing Agent, and a new Securities Depository may from time to time appoint a successor securities depository thereupon be appointed by the Borrower, with the consent of the Remarketing Agent. The Issuer and the Trustee shall enter into an agreement the Letter of Representations set forth in Exhibit B hereto with the Securities Depository and the provisions --------- of such successor securities depository, to establish procedures with respect to Letter of Representations shall be incorporated herein by reference as if fully set forth herein. In the Bonds not inconsistent with event of any conflict between the Letter of Representations and the provisions of this Indenture. Any successor securities depository shall be a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934, as amended. Neither the Issuer, the Borrower, the Trustee nor the Underwriter (except and only to the extent it is also a participant in the book-entry system) will have any responsibility or obligation to DTC, any participant in the book-entry system or the Beneficial Owners with respect to (i) the accuracy Letter of any records maintained by DTC or any participant, (ii) the payment by DTC or any participant of any amount due to any Beneficial Owner with respect to the principal or purchase price or, the premium or interest on, any Bond, (iii) the delivery of any notice by DTC or any participant, (iv) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds, or (v) any other action taken by DTC or any participant. Notwithstanding anything in this Indenture to the contrary, the Issuer and the Trustee hereby agree as follows with respect to the Bonds, if and to the extent any Bond is registered in the name of “Cede & Co.” as nominee of DTC: (i) the Trustee Representations shall give DTC all special notices required by the Representation Letter at the times, in the forms and by the means required by the Representation Letter; (ii) the Trustee shall make payments to Cede & Co. at the times and by the means specified in the Representations Letter; (iii) Cede & Co., shall not be required to surrender Bonds which have been partially paid or prepaid to the extent permitted by the Representation Letter; and (iv) the Trustee shall set a special record date (and shall notify the registered owners of the Bonds thereof in writing) prior to soliciting any Bondholder consent or vote, such notice to be given not less than 15 calendar days prior to such record date (any Bond transferred by a registered owner subsequent to the establishment of the special record date and prior to obtaining such consent or vote shall have attached to it a copy of the notice to Bondholders by the Trustee). If at any time DTC ceases to hold the Bonds, all references herein to DTC shall be of no further force and effectcontrol.

Book-Entry System. The Project Bonds shall be initially issued in the name of “Cede & Co.,” as nominee for The Depository Trust Company (“DTC”), as a) One fully-registered owner of the Project Bonds, and held in the custody of DTC. A single Bond certificate Master Note Certificate will be issued and delivered to DTC. The actual purchasers for each issue of the Project Bonds (Book-Entry Notes, each in the “Beneficial Owners”) will not receive physical delivery aggregate principal amount of Bond certificates except as provided herein. For so long as DTC shall continue to serve as securities depository for the Project Bonds as provided hereinsuch issue, all transfers of beneficial ownership interests and will be made by book-entry only, deposited with Issuing and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of Project Bonds is to receive, hold or deliver any Bond certificatePaying Agent. For every transfer and exchange of Bonds, If the Beneficial Owner may be charged a sum sufficient to cover such Beneficial Owner’s allocable share aggregate principal amount of any taxissue exceeds $150 million, fee or other governmental charge that may one Master Note Certificate will be imposed in relation thereto. Bond certificates are required to be delivered to and registered in the name of the Beneficial Owner under the following circumstances: (a) DTC determines to discontinue providing its service issued with respect to the Bonds. Such a determination may each $150 million of principal amount and an additional Master Note Certificate will be made at any time by giving 30 days’ notice to the Issuer, the Borrower and the Trustee and discharging its responsibilities issued with respect thereto under to any applicable law; orremaining principal amount of such issue. (b) Purchases of Book-Entry Notes must be made through the Borrower determines to discontinue the system of book-entry transfers through DTC (or a successor securities depository). The Issuer, the Borrower Issuing and the Trustee will recognize DTC or its nominee as the Bond owner for all purposes, including notices and voting. The Issuer, the Trustee and the Underwriter may conclusively rely on (A) a certificate of DTC as to the identity of the participants in the Paying Agent’s book-entry system, and (B) resulting in a certificate credit for the ownership interest of such participants as to the identity of, and the respective principal amounts of Bonds beneficially owned by, the Beneficial Owners. Whenever, during the term each actual purchaser of the Bonds, beneficial ownership thereof is determined by a book entry at DTC, Book-Entry Notes (“Beneficial Owner”) on the requirements in this Indenture of holding, delivering or transferring Bonds shall be deemed modified to require the appropriate person to meet the requirements of DTC as to registering or transferring the book entry to produce the same effectIssuing and Paying Agent’s records. The Trustee and the Issuer, at the direction and expense Beneficial Owners will receive written confirmations providing details of the Borrower and with the written consent of the Underwriter, may from time to time appoint a successor securities depository and enter into an agreement with such successor securities depository, to establish procedures with respect to the Bonds not inconsistent with the provisions of this Indenture. Any successor securities depository shall be a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934transaction, as amendedwell as periodic statements of their holdings, from the Issuing and Paying Agent. Neither the Issuer, the Borrower, the Trustee nor the Underwriter (except and only to the extent it is also a participant Beneficial Owners will not receive certificates representing their ownership interests in the bookBook-entry system) will have any responsibility or obligation to DTCEntry Notes, any participant except in the event that use of the book-entry system for the Notes is discontinued. (c) Conveyance of notices and other communications by the Issuing and Paying Agent to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time and Issuer shall have no obligation with respect thereto. (d) The Issuing and Paying Agent shall send redemption notices to Beneficial Owners. If less than all of the Notes within an issue are being redeemed, the Issuing and Paying Agent shall determine by lot the amount of each Beneficial Owner’s interest in such issue to be redeemed. (e) Principal and interest payments on the Notes will be made through the Issuing and Paying Agent. The Issuing and Paying Agent shall credit the Beneficial Owners’ accounts on the payable date in accordance with their respective holdings shown on the Issuing and Paying Agent’s records unless the Issuing and Paying Agent has reason to believe that it will not receive payment on the payable date. Payments to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with respect to (i) Book-Entry Notes held for the accuracy accounts of any records maintained by DTC customers in bearer form or any participant, (ii) the payment by DTC or any participant of any amount due registered in “street name,” subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest through the Issuing and Paying Agent shall be the responsibility of the Issuer, and disbursement of such payments to Beneficial Owners shall be the responsibility of the Issuing and Paying Agent. (f) A Beneficial Owner with respect shall give the Issuing and Paying Agent notice to the principal elect to have its Book-Entry Notes purchased or purchase price ortendered, the premium or interest on, any Bond, (iii) the and shall effect delivery of any notice such Notes by DTC or any participant, (iv) causing the selection of Issuing and Paying Agent to transfer the Beneficial Owners to receive payment Owner’s interest in the event Notes on the Issuing and Paying Agent’s records. The requirement for physical delivery of any partial redemption of Notes in connection with a demand for purchase or a mandatory purchase will be deemed satisfied when the Bonds, or (v) any other action taken by DTC or any participant. Notwithstanding anything in this Indenture to the contrary, the Issuer and the Trustee hereby agree as follows with respect to the Bonds, if and to the extent any Bond is registered ownership rights in the name of “Cede & Co.” as nominee of DTC: (i) Notes are transferred on the Trustee shall give DTC all special notices required by the Representation Letter at the times, in the forms Issuing and by the means required by the Representation Letter; (ii) the Trustee shall make payments to Cede & Co. at the times and by the means specified in the Representations Letter; (iii) Cede & Co., shall not be required to surrender Bonds which have been partially paid or prepaid to the extent permitted by the Representation Letter; and (iv) the Trustee shall set a special record date (and shall notify the registered owners of the Bonds thereof in writing) prior to soliciting any Bondholder consent or vote, such notice to be given not less than 15 calendar days prior to such record date (any Bond transferred by a registered owner subsequent to the establishment of the special record date and prior to obtaining such consent or vote shall have attached to it a copy of the notice to Bondholders by the Trustee). If at any time DTC ceases to hold the Bonds, all references herein to DTC shall be of no further force and effectPaying Agent’s records.

Book-Entry System. The Project Bonds shall be initially issued in the name of “Cede & Co.,” as nominee for Issuer has entered into an agreement with The Depository Trust Company (“"DTC”)") for the purpose of establishing a "Book-Entry System" for the Bonds. Pursuant to such agreement, as registered owner of the Project Bonds, and held in the custody of DTC. A single Bond certificate Bonds will be issued and delivered to DTC. The actual purchasers of the Project Bonds (the “Beneficial Owners”) will not receive physical delivery of Bond certificates except as provided herein. For so long as DTC shall continue to serve as securities depository for the Project Bonds as provided herein, all transfers of beneficial ownership interests will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of Project Bonds is to receive, hold or deliver any Bond certificate. For every transfer and exchange of Bonds, the Beneficial Owner may be charged a sum sufficient to cover such Beneficial Owner’s allocable share of any tax, fee or other governmental charge that may be imposed in relation thereto. Bond certificates are required to be delivered to and registered in the name of DTC, or its nominee, for the Beneficial Owner benefit of other parties ("DTC Participants"), and DTC shall agree to keep accurate records of the DTC Participants, and promptly to transfer funds received by it in payment for the Bonds to appropriate beneficiaries. The ownership interest of each actual purchaser of a Bond will be recorded in the records of the DTC Participant and each such purchaser will receive a written confirmation of the purchase providing details of the Bond acquired. Transfers of ownership will be accomplished by book entries made by DTC and, in turn, by the DTC Participant who will act on behalf of each such purchaser. Under such circumstances, purchasers will not receive certificates representing their ownership interest in the Bonds, except as otherwise specifically provided in this Indenture. The Issuer and the Trustee may treat the registered holder of each Bond as the owner thereof for all purposes, including payment of principal, interest and redemption premium thereof, the giving of notices, and receipt of consents and direction as specified herein. DTC shall be entitled to take all action with respect to such notices and consents regarding Bonds registered in its or its nominee's name, and may take actions with respect to a portion of such Bonds so registered which are inconsistent with the actions taken with respect to other portions of the Bonds so registered. Neither the Issuer, the Obligor, the Bank nor the Trustee is or will be responsible for the actions of DTC or anyone else in connection with the operation of the Book-Entry System. In any case where delivery of a Bond to the Trustee is required under this Indenture, such delivery shall be deemed to have been made by appropriate notation of transfer or registration on the following circumstances: (a) records of DTC determines so long as the Book-Entry System is in effect. DTC may determine to discontinue providing its service with respect to the Bonds. Such a determination may be made Bonds at any time by giving 30 days’ notice to the Issuer, the Borrower Obligor and the Trustee and discharging its responsibilities with respect thereto under any applicable law; or . Under such circumstances, the Trustee shall transfer and exchange Bond certificates to the actual purchaser of each Bond (b) the Borrower determines to discontinue "Beneficial Owner"). The Beneficial Owner, upon registration of certificates held in the Beneficial Owner's name, will become the registered owner of the Bonds. The Issuer may determine that continuation of the system of book-the book entry transfers through DTC (is not in the best interests of the respective Beneficial Owners and that the Beneficial Owners shall be able to obtain Bond certificates. In such event, the Issuer or a successor securities depository). The DTC Participants, upon the direction of the Issuer, shall notify the Borrower Beneficial Owners of the availability of Bond certificates and the Trustee will recognize DTC or its nominee as shall transfer and exchange Bond certificates to such Beneficial Owners. Thereafter, upon presentation of the Bond owner Bonds for all purposes, including notices and voting. The Issuertransfer, the Trustee and the Underwriter may conclusively rely on (A) a certificate of DTC as to the identity of the participants in the book-entry system, and (B) a certificate of such participants as to the identity of, and the respective principal amounts of Bonds beneficially owned by, the Beneficial Owners. Whenever, during the term of the Bonds, beneficial ownership thereof is determined by a book entry at DTC, the requirements in this Indenture of holding, delivering or transferring Bonds shall be deemed modified to require the appropriate person to meet the requirements of DTC as to registering or transferring the book entry to produce the same effect. The Trustee and the Issuer, at the direction and expense of the Borrower and with the written consent of the Underwriter, may from time to time appoint a successor securities depository and enter into an agreement with such successor securities depository, to establish procedures with respect to transfer the Bonds not inconsistent or portions thereof in accordance with the provisions Section 207 of this Indenture. Any successor securities depository shall be a “clearing agency” registered under Section 17A The costs and expense of printing, preparing and delivering Bond certificates upon the termination of the Securities Exchange Act services of 1934, as amended. Neither the Issuer, the Borrower, the Trustee nor the Underwriter (except and only to the extent it is also a participant in the book-entry system) will have any responsibility or obligation to DTC, any participant in the book-entry system or the Beneficial Owners with respect to (i) the accuracy of any records maintained by DTC or any participant, (ii) the payment by DTC or any participant of any amount due to any Beneficial Owner with respect to the principal or purchase price or, the premium or interest on, any Bond, (iii) the delivery of any notice by DTC or any participant, (iv) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds, or (v) any other action taken by DTC or any participant. Notwithstanding anything in this Indenture to the contrary, the Issuer and the Trustee hereby agree as follows with respect to the Bonds, if and to the extent any Bond is registered in the name of “Cede & Co.” as nominee of DTC: (i) the Trustee shall give DTC all special notices required by the Representation Letter at the times, in the forms and by the means required by the Representation Letter; (ii) the Trustee shall make payments to Cede & Co. at the times and by the means specified in the Representations Letter; (iii) Cede & Co., shall not be required to surrender Bonds which have been partially paid or prepaid to the extent permitted by the Representation Letter; and (iv) the Trustee shall set a special record date (and shall notify the registered owners of the Bonds thereof in writing) prior to soliciting any Bondholder consent or vote, such notice to be given not less than 15 calendar days prior to such record date (any Bond transferred by a registered owner subsequent to the establishment of the special record date and prior to obtaining such consent or vote shall have attached to it a copy of the notice to Bondholders by the Trustee). If at any time DTC ceases to hold the Bonds, all references herein to DTC shall be of no further force and effectborne by the Obligor.

Book-Entry System. Notwithstanding anything to the contrary herein, so long as any series of the Series 2015 Bonds are being held under a book-entry system pursuant to this Section 3.18, transfers of beneficial ownership of such Bonds will be effected pursuant to rules and procedures established by the Securities Depository. The Project Series 2015 Bonds shall be initially issued under a book- entry system and shall be held thereunder except as provided in this Section 3.18. The Series 2015 Bonds shall be initially issued in the name form of “Cede & Co.,” as nominee a separate, authenticated, fully registered Series 2015 Bond for The Depository Trust Company (“DTC”), as registered owner each maturity in a principal amount equal to the amount of the Project Bondssuch maturity, and held in shall be registered on the custody of DTC. A single Bond certificate will be issued and delivered to DTC. The actual purchasers of the Project Bonds (the “Beneficial Owners”) will not receive physical delivery of Bond certificates except as provided herein. For so long as DTC shall continue to serve as securities depository for the Project Bonds as provided herein, all transfers of beneficial ownership interests will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of Project Bonds is to receive, hold or deliver any Bond certificate. For every transfer and exchange of Bonds, the Beneficial Owner may be charged a sum sufficient to cover such Beneficial Owner’s allocable share of any tax, fee or other governmental charge that may be imposed in relation thereto. Bond certificates are required to be delivered to and registered Register in the name of the Beneficial Owner under the following circumstances: (a) DTC determines to discontinue providing its service with respect to the BondsSecurities Depository Nominee. Such a determination may be made at any time by giving 30 days’ notice to the Issuer, the Borrower and the Trustee and discharging its responsibilities with respect thereto under any applicable law; or (b) the Borrower determines to discontinue the system of book-entry transfers through DTC (or a successor securities depository). The Issuer, the Borrower and the Trustee will recognize DTC or its nominee So long as the Bond owner for all purposes, including notices and voting. The Issuer, the Trustee and the Underwriter may conclusively rely on (A) a certificate of DTC as to the identity of the participants in the book-entry systemsystem is in effect, the Securities Depository Nominee will be recognized as the Holder of the Series 2015 Bonds for the purposes of (i) paying the principal of, premium, if any, or interest on the Series 2015 Bonds, (ii) selecting the Series 2015 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 2015 Bonds, and (Bv) a certificate of such participants as requesting any consent or other action to be taken by the identity ofHolders, and the respective principal amounts of Bonds beneficially owned byfor all other purposes whatsoever, the Beneficial Owners. Whenever, during the term of the Bonds, beneficial ownership thereof is determined by a book entry at DTC, the requirements in this Indenture of holding, delivering or transferring Bonds shall be deemed modified to require the appropriate person to meet the requirements of DTC as to registering or transferring the book entry to produce the same effect. The Trustee and the Issuer, at the direction and expense of the Borrower and with the written consent of the Underwriter, may from time to time appoint a successor securities depository and enter into an agreement with such successor securities depository, to establish procedures with respect to the Bonds not inconsistent with the provisions of this Indenture. Any successor securities depository shall be a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934, as amended. Neither the Issuer, the Borrower, neither the Trustee nor the Underwriter (except and only Corporation shall be affected by any notice to the extent it is also a participant in contrary. Neither the book-entry system) will Trustee nor the Corporation shall have any responsibility or obligation to DTCany Participant, any participant beneficial owner of Series 2015 Bonds or any other person claiming a beneficial ownership interest in the book-entry system Series 2015 Bonds under or through the Beneficial Owners Securities Depository or any Participant, or any other person which is not shown on the Register as being a Holder of Series 2015 Bonds with respect to (i) the accuracy of any records maintained by DTC the Securities Depository or any participantParticipant, (ii) the payment by DTC to the Securities Depository, any Participant or any participant beneficial owner of Series 2015 Bonds of any amount due to any Beneficial Owner with in respect to of the principal or purchase price orof, the premium premium, if any, or interest on, any Bondon the Series 2015 Bonds, (iii) the delivery of any notice by DTC which is permitted or any participantrequired to be given to Holders under this Trust Agreement, (iv) the selection of by the Beneficial Owners Securities Depository or any Participant or any other person to receive payment in the event of any a partial redemption of the Bonds, Series 2015 Bonds or (v) any other action taken by DTC or any participantthe Securities Depository as Holder of the Series 2015 Bonds. Notwithstanding anything in this Indenture The Trustee shall pay all principal of and premium, if any, and interest on the Series 2015 Bonds only to the contrarySecurities Depository or the Securities Depository Nominee, as the Issuer case may be, and all such payments shall be valid and effectual to fully satisfy and discharge the Trustee hereby agree as follows obligations with respect to the Bondsprincipal of and premium, if any, and interest on the Series 2015 Bonds to the extent of the sum or sums so paid. The Securities Depository may determine to discontinue providing its services as such with respect to the Series 2015 Bonds at any Bond 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 2015 Bonds in the manner described below. In the event the book-entry system is discontinued or terminated with respect to the Series 2015 Bonds, and no other Securities Depository is named, then the Corporation shall notify the Trustee of such event and the Securities Depository shall immediately notify the Participants of the availability, through the Securities Depository, of physical Series 2015 Bonds. In such event, the Corporation shall execute and the Trustee shall authenticate, register and deliver physical Series 2015 Bonds as requested by the Securities Depository or any Participant or beneficial owner of Series 2015 Bonds in appropriate authorized denominations in exchange for the Series 2015 Bonds registered in the name of “Cede & Co.” Securities Depository Nominee. Notwithstanding any other provision of this Trust Agreement to the contrary, so long as nominee of DTC: (i) the Trustee shall give DTC all special notices required by the Representation Letter at the times, Series 2015 Bonds are registered in the forms and by the means required by the Representation Letter; (ii) the Trustee shall make payments to Cede & Co. at the times and by the means specified in the Representations Letter; (iii) name of Cede & Co., shall not be required to surrender Bonds which have been partially paid or prepaid as Securities Depository Nominee, all payments with respect to the extent permitted principal of, premium, if any, and interest on the Series 2015 Bonds and all notices with respect to the Series 2015 Bonds shall be made and given, respectively, to The Depository Trust Company, New York, New York, as provided in the representation letter. In connection with any notice or other communication to be provided to the Holders by the Representation Letter; and (iv) Corporation or the Trustee with respect to any consent or other action to be taken by the Holders, the Corporation or the Trustee, as the case may be, shall set establish a special record date (and shall notify the registered owners of the Bonds thereof in writing) prior to soliciting any Bondholder for such consent or vote, other action and give the Securities Depository notice of such notice to be given record date not less than 15 calendar days prior to in advance of such record date (any Bond transferred by a registered owner subsequent to the establishment of the special record date and prior to obtaining such consent or vote shall have attached to it a copy of the notice to Bondholders by the Trustee)extent possible. If at any time DTC ceases to hold the Bonds, all references herein to DTC shall be of no further force and effectSection 3.19. [Reserved].

Book-Entry System. The Project Bonds shall All Atlas Series G Preferred Shares will be initially represented by a single certificate issued in the name of “Cede & Co.,” as nominee for to The Depository Trust Company (“DTC”and its successors or assigns or any other securities depository selected by Atlas), as registered owner of or the Project BondsSecurities Depository, and held in the custody of DTC. A single Bond certificate will be issued and delivered to DTC. The actual purchasers of the Project Bonds (the “Beneficial Owners”) will not receive physical delivery of Bond certificates except as provided herein. For so long as DTC shall continue to serve as securities depository for the Project Bonds as provided herein, all transfers of beneficial ownership interests will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of Project Bonds is to receive, hold or deliver any Bond certificate. For every transfer and exchange of Bonds, the Beneficial Owner may be charged a sum sufficient to cover such Beneficial Owner’s allocable share of any tax, fee or other governmental charge that may be imposed in relation thereto. Bond certificates are required to be delivered to and registered in the name of the Beneficial Owner under the following circumstances: its nominee (a) DTC determines to discontinue providing its service with respect to the Bonds. Such a determination may be made at any time by giving 30 days’ notice to the Issuerinitially, the Borrower and the Trustee and discharging its responsibilities with respect thereto under any applicable law; or (b) the Borrower determines to discontinue the system of book-entry transfers through DTC (or a successor securities depositoryCede & Co.). The Issuer, the Borrower and the Trustee Atlas Series G Preferred Shares will recognize DTC or its nominee as the Bond owner for all purposes, including notices and voting. The Issuer, the Trustee and the Underwriter may conclusively rely on (A) a certificate of DTC as continue to the identity of the participants in the book-entry system, and (B) a certificate of such participants as to the identity of, and the respective principal amounts of Bonds beneficially owned by, the Beneficial Owners. Whenever, during the term of the Bonds, beneficial ownership thereof is determined be represented by a book entry at DTC, the requirements in this Indenture of holding, delivering or transferring Bonds shall be deemed modified to require the appropriate person to meet the requirements of DTC as to registering or transferring the book entry to produce the same effect. The Trustee and the Issuer, at the direction and expense of the Borrower and with the written consent of the Underwriter, may from time to time appoint a successor securities depository and enter into an agreement with such successor securities depository, to establish procedures with respect to the Bonds not inconsistent with the provisions of this Indenture. Any successor securities depository shall be a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934, as amended. Neither the Issuer, the Borrower, the Trustee nor the Underwriter (except and only to the extent it is also a participant in the book-entry system) will have any responsibility or obligation to DTC, any participant in the book-entry system or the Beneficial Owners with respect to (i) the accuracy of any records maintained by DTC or any participant, (ii) the payment by DTC or any participant of any amount due to any Beneficial Owner with respect to the principal or purchase price or, the premium or interest on, any Bond, (iii) the delivery of any notice by DTC or any participant, (iv) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds, or (v) any other action taken by DTC or any participant. Notwithstanding anything in this Indenture to the contrary, the Issuer and the Trustee hereby agree as follows with respect to the Bonds, if and to the extent any Bond is single certificate registered in the name of “Cede & Co.” the Securities Depository or its nominee, and no holder of the Atlas Series G Preferred Shares will be entitled to receive a certificate evidencing such shares unless otherwise required by law or the Securities Depository gives notice of its intention to resign or is no longer eligible to act as nominee such and ▇▇▇▇▇ has not selected a substitute Securities Depository within 60 calendar days thereafter. Payments and communications made by Atlas to holders of DTC: the Atlas Series G Preferred Shares will be duly made by making payments to, and communicating with, the Securities Depository. Accordingly, unless certificates are available to holders of the Atlas Series G Preferred Shares, each holder of Atlas Series G Preferred Shares must rely on (ia) the Trustee shall give DTC all special notices required procedures of the Securities Depository and its participants to receive dividends, distributions, any redemption price, liquidation preference and notices, and to direct the exercise of any voting or nominating rights, with respect to such Atlas Series G Preferred Shares and (b) the records of the Securities Depository and its participants to evidence its ownership of such Atlas Series G Preferred Shares. The Depository Trust Company, the initial Securities Depository, is a New York-chartered limited purpose trust company that performs services for its participants, some of whom (and/or their representatives) own The Table of Contents Depository Trust Company. The Securities Depository maintains lists of its participants and will maintain the positions (i.e. ownership interests) held by the Representation Letter at the times, its participants in the forms and by the means required by the Representation Letter; (ii) the Trustee shall make payments to Cede & Co. at the times and by the means specified in the Representations Letter; (iii) Cede & Co.Atlas Series G Preferred Shares, shall not be required to surrender Bonds which have been partially paid or prepaid to the extent permitted by the Representation Letter; and (iv) the Trustee shall set whether as a special record date (and shall notify the registered owners holder of the Bonds thereof in writing) prior to soliciting any Bondholder consent Atlas Series G Preferred Shares for its own account or vote, such notice to be given not less than 15 calendar days prior to such record date (any Bond transferred by as a registered owner subsequent to the establishment nominee for another holder of the special record date and prior to obtaining such consent or vote shall have attached to it a copy of the notice to Bondholders by the Trustee). If at any time DTC ceases to hold the Bonds, all references herein to DTC shall be of no further force and effectAtlas Series G Preferred Shares.