Common use of Book-Entry System Clause in Contracts

Book-Entry System. (a) The Bonds shall be initially issued pursuant to a Book-Entry System administered by the Securities Depository with no physical distribution of any Bond to any person. One Bond for the maturity will be issued, registered in the name of 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 the "Beneficial Owners". The ----------------- Beneficial Owners will not receive certificated bonds representing their beneficial ownership interests. Ownership of the interests in Bonds in Authorized Denominations will be evidenced, and transfers of interests in the Bonds will be effected, on the records of the Securities Depository and the Direct Participants and Indirect Participants pursuant to rules and procedures established by the Securities Depository. During a period in which the Book-Entry System is in effect for the Bonds the Issuer, the Trustee, the Users and the Remarketing Agent shall treat the Securities Depository or the Securities Depository Nominee as the only registered owner of the Bonds for all purposes under this Indenture including receipt of all principal of, purchase price of, premium (if any) and interest on the Bonds, receipt of notices, voting, and requesting or directing the Trustee or Issuer to take or not to take, or consenting to, certain actions under this Indenture. In the event the Securities Depository or the Securities Depository Nominee assigns its rights to consent or vote under this Indenture to any Direct Participant or Indirect Participant, the Issuer, the Trustee, the Users, and the Remarketing Agent shall treat such 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 Letter of Representation; 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. 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 governed by arrangements among the Securities Depository, Direct Participants, Indirect Participants and the Beneficial Owners, subject to any statutory and regulatory requirements as may be in effect from time to time. For every transfer and exchange of beneficial ownership in the Bonds, the Beneficial Owners may be charged a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto.

Book-Entry System. (a) The Bonds shall be initially issued pursuant to a Book-Entry System administered by the Securities Depository with no physical distribution of any Bond to any person. One Bond Depositary has made arrangements for the maturity acceptance of the ADSs into DTC. All ADSs held through DTC will be issued, registered in the name of the Securities Depository Nomineenominee for DTC (currently “Cede & Co.”). As such, and immobilized the nominee for DTC will be the only “Holder” of all ADSs held through DTC. Unless issued by the Depositary as Uncertificated ADSs, the ADSs registered in the custody 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 Securities DepositoryDepositary as being issued hereunder and that the 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 hereinafter provided. Citibank, N.A. (or such other entity as is appointed by DTC or its nominee) may hold the “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 be entitled to any rights attributable to such ADSs. The DTC Participants shall for all purposes be deemed to have all requisite power and authority to act on behalf of the Beneficial Owners of the ADSs held in the DTC Participants’ respective accounts in DTC and the Depositary shall for all purposes be authorized to rely upon any 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 unless otherwise required by law, ownership of beneficial interests in the Bonds may be purchased by or through Direct Participants. The holders of these beneficial ownership interests ADSs registered in the Bonds are referred to as the "Beneficial Owners". The ----------------- Beneficial Owners will not receive certificated bonds representing their beneficial ownership interests. Ownership name of the interests in Bonds in Authorized Denominations nominee for DTC will be evidencedshown on, and transfers of interests in the Bonds such ownership will be effectedeffected only through, on the records of the Securities Depository and the Direct Participants and Indirect Participants pursuant to rules and procedures established maintained by the Securities Depository. During a period in which the Book-Entry System is in effect for the Bonds the Issuer, the Trustee, the Users and the Remarketing Agent shall treat the Securities Depository (i) DTC or the Securities Depository Nominee as the only registered owner of the Bonds for all purposes under this Indenture including receipt of all principal of, purchase price of, premium its nominee (if any) and interest on the Bonds, receipt of notices, voting, and requesting or directing the Trustee or Issuer to take or not to take, or consenting to, certain actions under this Indenture. In the event the Securities Depository or the Securities Depository Nominee assigns its rights to consent or vote under this Indenture to any Direct Participant or Indirect Participant, the Issuer, the Trustee, the Users, and the Remarketing Agent shall treat such assignee or assignees as the only registered owner or owners of the 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 interests of DTC Participants), or (ii) DTC Participants or their nominees (with respect to the Securities Depository, or the Securities Depository Nominee, as provided in the Letter interests of Representation; provided, that payment clients 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. 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 DTC 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 governed by arrangements among the Securities Depository, Direct Participants, Indirect Participants and the Beneficial Owners, subject to any statutory and regulatory requirements as may be in effect from time to time. For every transfer and exchange of beneficial ownership in the Bonds, the Beneficial Owners may be charged a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto.

Book-Entry System. (a) The 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 any Bond certificates to any person. One Bond be made except as provided in this Section 2.10. (b) So long as a Book-Entry System is in effect for the Bonds, one Bond in the aggregate principal amount of each maturity of the Bonds will be issued, issued and deposited with the Securities Depository to be 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 immobilized in the custody Participants and Indirect Participants and shall evidence beneficial ownership of the Securities Depository. Beneficial ownership interests in the Bonds may be purchased by or through Direct Participants. The holders of these beneficial ownership interests in the Bonds are referred to as the "Beneficial Owners". The ----------------- Beneficial Owners will not receive certificated bonds representing their beneficial ownership interests. Ownership of the interests in Bonds in Authorized Denominations will be evidencedDenominations, and with transfers of interests in the Bonds will be effected, ownership effected on the records of the Securities Depository Depository, the Participants and the Direct Participants and Indirect Participants pursuant to rules and procedures established by the Securities Depository, the Participants and the Indirect Participants. During a period in which 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 for the Bonds the Issuereffect, the Trustee, the Users and the Remarketing Agent shall treat 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 Securities Depository Nominee as the only registered owner of the Bonds for all purposes under this Indenture including receipt of all principal of, purchase price of, premium (if any) and interest on the Bonds, receipt of notices, voting, and requesting or directing the Trustee or Issuer to take or not to take, or consenting to, certain actions under this IndentureIndirect Participants. 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 While the Book-Entry System is in effect for the Bondseffect, notwithstanding any other provisions set forth herein, payments of principalprincipal or purchase price of, purchase price, interest, and 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 will be paid by 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 NomineeDepository). 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 provided of the date set forth in the Letter of Representation; provided, that payment of the principal of (premium, if any) and interest on such notice described above. Bonds due at final maturity or upon redemption in whole of any of such Bonds shall be made only upon surrender thereof at the Principal Office of the Trustee. The Securities Depository and the Direct Participants and the Indirect Participants shall be responsible 57 for the disbursement of such payments issued to the Beneficial Owners. The , 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 disburse such payments to Direct participants and such payments will in turn be remitted by Direct Participants and, where appropriate, Indirect Participants, issue to the Beneficial Owners. All such payments to the replacement Securities Depository or Bonds substantially in the form set forth in Exhibit A, registered in the name of such replacement Securities Depository Nominee of principal ofDepository. (f) The Issuer, purchase price ofthe Borrower, premium (if any) the L/C Bank, the Confirming Bank, the Remarketing Agent and interest on the Bonds on behalf of the Issuer or the Trustee shall be valid and effectual have no liability for the failure of any Securities Depository to satisfy and discharge the liability perform its obligation to any Participant, any Indirect Participant or any Beneficial Owner of the Issuer and the Trustee to the extent of the amounts so paidany Bonds, and the Issuer, the UsersBorrower, the L/C Bank, the Confirming Bank, the Remarketing Agent and the Trustee shall not be responsible or liable for payment 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 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 ParticipantsOwner. (cg) Transfers Notwithstanding any other provision of ownership interests in this Agreement, on or before the Bonds by the Beneficial Owners thereof. conveyance date of notices and other communications by the Securities Depository to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners of the Bonds, will be governed by arrangements among the Securities Depository, Direct Participants, Indirect Participants and the Beneficial Owners, subject to entry into any statutory and regulatory requirements as may be in effect from time to time. For every transfer and exchange of beneficial ownership in Book Entry System for the Bonds, the Issuer shall have executed and delivered to the initial Securities Depository a letter of representations (the "Letter of Representations") governing various matters relating to the Securities Depository and its 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, the terms of the Letter of Representations shall control. (h) The Issuer, the Borrower, the Trustee, the L/C Bank and the Confirming Bank may rely conclusively upon (i) a certificate of the Securities Depository as to the identity of the Participants in the Book-Entry System; (ii) a certificate of 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 amount of Bonds beneficially owned by, the Beneficial Owners may be charged a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation theretoOwners.

Book-Entry System. (a) The Notwithstanding anything to the contrary herein, so long as a series of Bonds shall be initially issued pursuant to is being held under a Book-Entry System administered by book entry system, transfers of beneficial ownership of the Securities Depository with no physical distribution Bonds of any Bond to any person. One Bond for the maturity such series will be issued, registered in the name of 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 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 effected pursuant to rules and procedures established by the Securities Depository. During a period in which the Book-Entry System is in effect for the Bonds the Issuer, the Trustee, the Users and the Remarketing Agent shall treat the Securities Depository or the Securities Depository Nominee as the only registered owner of the Bonds for all purposes under this Indenture including receipt of all principal of, purchase price of, premium (if any) and interest on the Bonds, receipt of notices, voting, and requesting or directing the Trustee or Issuer to take or not to take, or consenting to, certain actions under this Indenture. In the event the Securities Depository or the Securities Depository Nominee assigns its rights to consent or vote under this Indenture to any Direct Participant or Indirect Participant, the Issuer, the Trustee, the Users, and the Remarketing Agent shall treat such assignee or assignees as the only registered owner or owners of the Bonds for the purpose of exercising such rights so assigned. (b) During As long as a period in which the Book-Entry System book entry system is in effect for the a series of Bonds, payments the Securities Depository Nominee will be recognized as the holder of principalthe Bonds of such series for the purposes of (1) paying the principal of, purchase price, interest, and redemption premium, if any, or interest on such Bonds, (2) if Bonds of such series are to be redeemed in part, selecting the portions of such Bonds to be redeemed, (3) giving any notice permitted or required to be given to holders under this Indenture, (4) registering the transfer of such Bonds, and (5) requesting any consent or other action to be taken by the holders of such Bonds, and for all other purposes whatsoever, and neither the Trustee nor the Issuer shall be affected by any notice to the contrary. (c) Neither the Trustee nor the Issuer shall have any responsibility or obligation to any participant, any beneficial owner or any other person claiming a beneficial ownership in any Bonds which are registered to a Securities Depository Nominee under or through the Securities Depository with respect to the Bonds will be paid any action taken by the Securities Depository and the Securities Depository Nominee, as holder of such Bonds. (d) The Trustee directly shall pay all principal of, redemption premium, if any, and interest on Bonds issued under a book entry system, only to the Securities Depository, or the Securities Depository Nominee, as provided in the Letter case may be, for such Bonds, pursuant to a letter of Representation; provided, that payment of representations or similar agreement with 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. The Securities Depository and the Direct Participants and the Indirect Participants shall be responsible 57 for the disbursement of all 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 fully satisfy and discharge the liability of obligations with respect to the principal of, redemption premium, if any, and interest on such Bonds. The Issuer and the Trustee to acknowledge that the extent terms and provisions of such letter of representations or similar agreement shall govern in the event of any inconsistency between the provisions of this Indenture and such letter of representations or similar agreement. (e) In the event that the Issuer determines, at the direction of the amounts so paidCompany, to discontinue the book entry system of transfer for a series of Bonds, or that the interests of the beneficial owners of the Bonds of such series may be adversely affected if the book entry system is continued, then the Issuer shall notify the Securities Depository and the Trustee of such determination. In such event, the Issuer shall execute and the Trustee shall authenticate, register and deliver physical certificates in authorized denominations for Bonds of such series in exchange for the Bonds registered in the name of the Securities Depository Nominee, at the expense of the Company, to such Persons, and in such maturities and principal amounts, as may be designated by the Securities Depository, but without any liability on the part of the Issuer, the Users, the Remarketing Agent and Company or the Trustee for the accuracy of such designation; provided, in addition, that any Bonds of such series shall not be responsible or liable for payment to any Beneficial Owner by in registered form within the meaning of Section 149(a) of the Code. (f) In the event that the Securities Depository for a series of Bonds discontinues providing its services, the Issuer, at the direction of the Company, shall either engage the services of another Securities Depository or deliver physical certificates in the manner described in clause (e) above; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code. (g) In connection with any notice or other communication to be provided to the holders of a series of Bonds by the Issuer or by the Trustee with respect to any Direct Participant consent or other action to be taken by any Indirect Participantthe holders, the Issuer or the Trustee, as the case may be, shall establish a record date for sending transaction statements such consent or for maintaining, supervising or reviewing records maintained by other action and give the Securities Depository or Direct Participants or Indirect Direct ParticipantsNominee notice of such record date not less than fifteen (15) days in advance of such record date to the extent possible. (ch) Transfers of ownership interests The Series 2013 Bonds shall be issued initially in the Bonds by form of one global certificate, without coupons, in 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 aggregate principal amount of the Series 2013 Bonds, will be governed under the book entry system maintained by arrangements among The Depository Trust Company, New York, New York ("DTC"), as the initial Securities Depository, Direct Participants, Indirect Participants and the Beneficial Owners, subject to any statutory and regulatory requirements as may shall be in effect from time to time. For every transfer and exchange of beneficial ownership registered in the name of Cede & Co., as the initial Securities Depository Nominee for the Series 2013 Bonds. As long as the Series 2013 Bonds are maintained by DTC under its book entry system, all payments with respect to the Beneficial Owners may principal of and interest on the Series 2013 Bonds and notices to the holders of the Series 2013 Bonds shall be charged made and given, respectively, to DTC pursuant to a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation theretoletter of representations with DTC.

Book-Entry System. (a) The Bonds may be issued pursuant to a Book- Entry System administered by the Securities Depository with no physical distribution of Bond certificates to be made except as provided in this Section 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 aggregate principal amount of each maturity of such Bonds will be issued and deposited with the Securities Depository to be held in its custody. Such Bond or Bonds shall be initially 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 Owners will be the 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). (c) The Issuer may at any Bond time elect (i) to any person. One Bond provide for the maturity will be issuedreplacement of any Securities Depository as the depository for the Bonds with another qualified Securities Depository, registered in or (ii) to discontinue the name maintenance of the Bonds under a Book-Entry System. Upon written notice of such election from the Issuer, the Trustee shall give 30 days’ prior notice of such election to the Securities Depository Nominee, and immobilized in the custody (or such fewer number of the Securities Depository. Beneficial ownership interests in the Bonds may days as shall be purchased by or through Direct Participants. The holders of these beneficial ownership interests in the Bonds are referred acceptable to as the "Beneficial Owners". The ----------------- Beneficial Owners will not receive certificated bonds representing their beneficial ownership interests. Ownership of the interests in Bonds in Authorized Denominations will be evidenced, and transfers of interests in the Bonds will be effected, on the records of the such Securities Depository and the Direct Participants and Indirect Participants pursuant Trustee). The Bondholder Representative may elect from time to rules and procedures established by the Securities Depository. During a period in which time to discontinue the Book-Entry System is in effect solely for the Bonds the Issuer, the Trustee, the Users and the Remarketing Agent shall treat the Securities Depository or the Securities Depository Nominee as the only registered owner purposes of the Bonds for all purposes under this Indenture including receipt of all principal of, purchase price of, premium (if any) and interest on the Bonds, receipt of notices, voting, and requesting or directing it beneficially owns by providing a written notice to the Trustee or Issuer at least 30 days prior to take or not to take, or consenting to, certain actions under this Indenture. In the event effective date of such election. (d) Upon the Securities Depository or discontinuance of 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 maintenance of the Bonds for the purpose of exercising such rights so assigned. (b) During under a period in which the Book-Entry System is in effect for System, the Issuer will cause Bonds to be issued directly to the Beneficial Owners of such Bonds, payments of principalor their designees, purchase priceas further described below. In such event, interest, and redemption premium, if any, with respect to the Bonds will be paid by the Trustee directly 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 Securities Depository Nominee, as provided in the Letter of Representation; providedTrustee, that payment 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 principal date of (premium, if any) and interest on such Bonds due at final maturity or upon redemption in whole of any mailing of such Bonds notice (or such fewer number of days as shall be made only upon surrender thereof at acceptable to the Principal Office of the Trustee. The Securities Depository and the Direct 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 and provided to the Indirect Participants shall be responsible 57 for Trustee, as of the disbursement of such payments 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. The 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 disburse such payments to Direct participants and such payments will in turn be remitted by Direct Participants and, where appropriate, Indirect Participants, issue Bonds to the Beneficial Owners. All such payments 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 Nominee of principal ofDepository. (f) The Issuer, purchase price of, premium (if any) the Borrower and interest on the Bonds on behalf of the Issuer or the Trustee shall have no liability for the failure of any Securities Depository to perform its obligation to any Participant, any Indirect Participant or any Beneficial Owner of any Bonds, and none of them shall be valid 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 effectual to satisfy and discharge the liability provisions of a letter of representations between the Issuer and the Trustee to Securities Depository are incorporated herein by reference and, in the extent event there shall exist any inconsistency between the substantive provisions of the amounts so paidLetter of Representations and any provisions of this Indenture, and then, for as long as the Issuer, the Users, the Remarketing Agent and the Trustee shall not be responsible or liable for payment to any Beneficial Owner by the initial 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 shall serve with respect to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners of the Bonds, will be governed by arrangements among the Securities Depository, Direct Participants, Indirect Participants and the Beneficial Owners, subject to any statutory and regulatory requirements as may be in effect from time to time. For every transfer and exchange of beneficial ownership in the Bonds, the terms of the Letter of Representations shall govern. The Trustee shall comply with all the rules, regulations, policies and 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 Borrower and the Trustee may rely conclusively upon (1) a certificate of the Securities Depository as to the identity of the Participants in the Book-Entry System; (2) a certificate of 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 amount of Bonds beneficially owned by, the Beneficial Owners may be charged a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation theretoOwners.

Book-Entry System. (a) The Notwithstanding anything to the contrary herein, so long as any series of the Bonds shall be initially issued pursuant to is being held under a Book-Entry System administered by the Securities Depository with no physical distribution pursuant to this Section 3.18, payment of any Bond to any person. One Bond for the maturity will be issued, registered in the name principal and premium (if any) of the Securities Depository Nominee, and immobilized in the custody of the Securities Depository. Beneficial ownership interests in the interest on such Bonds may be purchased by or through Direct Participants. The holders of these beneficial ownership interests in the Bonds are referred to as the "Beneficial Owners". The ----------------- Beneficial Owners will not receive certificated bonds representing their beneficial ownership interests. Ownership of the interests in Bonds in Authorized Denominations will be evidenced, and transfers of interests in the beneficial ownership of such Bonds will be effected, on the records of the Securities Depository and the Direct Participants and Indirect Participants effected pursuant to rules and procedures established by the Securities Depository. During The Series 2017B Bonds shall be initially issued under a period Book-Entry System and shall be held thereunder except as provided in which this Section 3.18. The Series 2017B Bonds shall be initially issued in the form of a separate, authenticated, fully registered Series 2017B Bond for each series, maturity and interest rate in a principal amount equal to the amount of such maturity and interest rate, and shall be registered on the Register in the name of the Securities Depository Nominee. So long as the Book-Entry System is in effect effect, the Securities Depository Nominee will be recognized as the Holder of the Series 2017B Bonds for the purposes 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 Issuertransfer of Series 2017B Bonds, and (v) requesting any consent or other action to be taken by the TrusteeHolders, and for all other purposes whatsoever, and neither the Users and Trustee nor the Remarketing Agent Corporation shall treat be affected by any notice to the contrary. Neither the Trustee nor the Corporation shall have any responsibility or obligation to any Participant, any beneficial owner of Series 2017B Bonds or any other person claiming a beneficial ownership interest in the Series 2017B Bonds under or through the Securities Depository or any Participant, or any other person which is not shown on the Register as being a Holder of Series 2017B Bonds with respect to (i) the accuracy of any records maintained by the Securities Depository Nominee as or any Participant, (ii) the only registered payment to the Securities Depository, any Participant or any beneficial owner of Series 2017B Bonds of any amount in respect of the Bonds for all purposes under this Indenture including receipt of all principal of, purchase price ofpremium, premium (if any) and , or interest on the Bonds, receipt of notices, voting, and requesting (iii) any notice which is permitted or directing the Trustee or Issuer required to take or not be given to take, or consenting to, certain actions Holders under this Indenture. In Trust Agreement, (iv) the event selection by the Securities Depository or any Participant or any other person to receive payment in the event of a partial redemption of the Series 2017B Bonds or (v) any other action taken by 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 Holder of the Bonds for the purpose of exercising such rights so assigned. (b) During a period in which Series 2017B Bonds. So long as the Book-Entry System is in effect for effect, the Bonds, payments Trustee shall pay all principal 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 Letter of Representation; provided, that payment of the principal of (premium, if any) and interest on such the Series 2017B Bonds due at final maturity or upon redemption in whole of any of such Bonds shall be made only upon surrender thereof at the Principal Office of the Trustee. The Securities Depository and the Direct Participants and the Indirect Participants shall be responsible 57 for the disbursement of such payments to the Beneficial Owners. The Securities Depository will disburse such payments to Direct participants and such payments will in turn be remitted by Direct Participants and, where appropriate, Indirect Participants, to the Beneficial Owners. All such payments to the Securities Depository or the Securities Depository Nominee of principal ofNominee, purchase price ofas the case may be, premium (if any) and interest on the Bonds on behalf of the Issuer or the Trustee all such payments shall be valid and effectual to fully satisfy and discharge the liability obligations with respect to the principal of and premium, if any, and interest on the Issuer and the Trustee Series 2017B Bonds to the extent of the amounts 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 IssuerTrustee 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 Users, the Remarketing Agent Corporation shall execute and the Trustee shall not be responsible or liable for payment to any Beneficial Owner authenticate, register and deliver physical Series 2017B Bonds as requested by the Securities Depository or by any Direct Participant or beneficial owner of Series 2017B Bonds in appropriate authorized denominations in exchange for the Series 2017B Bonds registered in the name of Securities Depository Nominee. The Securities Depository may determine to discontinue providing its services as such with respect to the Series 2017B Bonds at any time by any Indirect Participantgiving 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 discharging its duties as such and may so notify the Securities Depository. In either such event, the Corporation shall either (i) engage the services of another Securities Depository or for sending transaction statements (ii) deliver physical Series 2017B Bonds in the 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 for maintaining, supervising or reviewing records maintained by the replacement of the Securities Depository or Direct Participants any successor depository shall be subject to the applicable rules and procedures of the Securities Depository or Indirect Direct Participants. (c) Transfers of ownership interests in the Bonds by the Beneficial Owners thereof. conveyance of notices and other communications such successor depository on file or otherwise approved by the 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 name of Cede & Co., as Securities Depository Nominee, all payments with respect to Direct Participantsthe principal of, by Direct Participants to Indirect Participantspremium, if any, and by Direct Participants interest on the Bonds and Indirect Participants all notices with respect to Beneficial Owners 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 BondsCorporation dated , will 201 . In connection with any notice or other communication to be governed provided to the Holders by arrangements among the Corporation or the Trustee with respect to any consent or other action to be taken by the Holders, the Corporation or the Trustee, as the case may be, shall establish a record date for such consent or other action and give the Securities Depository, Direct Participants, Indirect Participants and Depository notice of such record date not less than 15 days in advance of such record date to the Beneficial Owners, subject to any statutory and regulatory requirements as may be in effect from time to time. For every transfer and exchange of beneficial ownership in the Bonds, the Beneficial Owners may be charged a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation theretoextent possible.

Book-Entry System. (a) The Issuer hereby provides that Series 2017 Bonds may be registered in book- entry form. On their date of issuance, the Series 2017 Bonds shall be initially issued pursuant in book-entry form. Notwithstanding any inconsistent provision in this Indenture to a Bookthe contrary, the provisions of this Section shall govern at any time that the Series 2017 Bonds are issued in book-Entry System administered by entry form. (b) The Series 2017 Bonds issued in book-entry form shall be issued in the Securities Depository with no physical distribution form of any Bond to any person. One Bond one fully-registered immobilized certificate for each maturity of Series 2017 Bonds outstanding which Series 2017 Bonds, taken together, will represent the maturity will total aggregate principal amount of the Series 2017 Bonds, which Series 2017 Bonds (except as provided in paragraph (i) below) shall be issued, registered in the name of Cede & Co., as nominee of DTC; provided, that if DTC shall request that the Securities Depository Nominee, and immobilized Series 2017 Bonds be registered in the custody name of a different nominee, the Trustee shall exchange all or any portion of the Securities Depository. Beneficial ownership interests Series 2017 Bonds for an equal aggregate principal amount of Series 2017 Bonds registered in the name of such other nominee or nominees of DTC. No person other than DTC or its nominee shall be entitled to receive from the Issuer or the Trustee a Series 2017 Bonds may be purchased by or through Direct Participants. The holders any other evidence of these beneficial ownership interests in the Bonds are referred to as the "Beneficial Owners". The ----------------- Beneficial Owners will not receive certificated bonds representing their beneficial ownership interests. Ownership of the interests Series 2017 Bonds, or any right to receive any payment in respect thereof, unless DTC or its nominee shall transfer record ownership of all or any portion of the Series 2017 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 Series 2017 Bonds registration books to rules and procedures established be maintained by the Securities Depository. During a period in which the Book-Entry System is in effect for the Bonds the Issuer, the Trustee, in connection with discontinuing the Users and the Remarketing Agent shall treat the Securities Depository book-entry system as provided in paragraph (i) below or the Securities Depository Nominee otherwise. (c) So long as the only Series 2017 Bonds or any portion thereof are registered owner in the name of DTC or any nominee thereof, all payments of the principal, prepayment price of or interest on such Series 2017 Bonds shall be made to DTC or its nominee in immediately available funds on the dates provided for all purposes such payments under this Indenture including receipt of all principal of, purchase price of, premium (if any) and interest on the Bonds, receipt of notices, voting, and requesting or directing the Trustee or Issuer to take or not to take, or consenting to, certain actions under this Indenture. In the event the Securities Depository or the Securities Depository Nominee assigns its rights to consent or vote under this Indenture to any Direct Participant or Indirect Participant, the Issuer, the Trustee, the Users, and the Remarketing Agent shall treat at 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, times as provided in the Letter of Representation; providedRepresentations to be entered into among the Issuer, that the Trustee and DTC or in a blanket letter of representation executed by the Issuer and delivered to DTC (the “Representation Letter”). Each such payment of the principal of (premium, if any) and interest on such Bonds due at final maturity to DTC or upon redemption in whole of any of such Bonds its nominee shall be made only upon surrender thereof at the Principal Office of the Trustee. The Securities Depository valid and the Direct Participants and the Indirect Participants shall be responsible 57 for the disbursement of such payments effective 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 fully discharge all liability of the Issuer or the Trustee shall be valid and effectual with respect to satisfy and discharge the liability principal, prepayment price or of interest on the Issuer and the Trustee Series 2017 Bonds to the extent of the amounts sum or sums so paid. In the event of the prepayment of less than all of the Series 2017 Bonds Outstanding of any maturity, the Trustee shall not require surrender by DTC or its nominee of the Series 2017 Bonds so redeemed, but DTC or its nominee may retain such Series 2017 Bonds and make an appropriate notation thereon as to the amount of such partial redemption; provided, that DTC shall deliver to the Trustee, upon request, a written confirmation of such partial prepayment and thereafter the records maintained by the Trustee shall be conclusive as to the amount of the Series 2017 Bonds of such maturity which have been prepaid. (d) All transfers of beneficial ownership interests in such Series 2017 Bonds issued in book-entry form shall be effected by procedures by DTC with its participants for recording and transferring the ownership of beneficial interests in the Series 2017 Bonds. (e) The Issuer and the IssuerTrustee may treat [DTC (or its nominee)] as the sole and exclusive Owner of the Series 2017 Bonds registered in its name for the purposes of payment of the principal, redemption price of or interest on the UsersSeries 2017 Bonds, selecting the Remarketing Agent Series 2017 Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to Owners under this Indenture, registering the transfer of Series 2017 Bonds, obtaining any consent or other action to be taken by Owners and for all other purposes whatsoever; and the Issuer and the Trustee shall not be responsible affected by any notice to the contrary. The Issuer and the Trustee shall not have any responsibility or liable for payment obligation to any Beneficial Owner by participant in DTC, any person claiming a beneficial ownership interest in the Securities Depository Series 2017 Bonds under or by through DTC or any Direct Participant or by any Indirect Participantsuch participant, or for sending transaction statements any other person which is not shown on the Certificate registration books as being an Owner, with respect to: (i) the Series 2017 Bonds, or for maintaining, supervising or reviewing (ii) the accuracy of any records maintained by DTC or any such participant; or (iii) the Securities Depository payment by DTC or Direct Participants or Indirect Direct Participants. (c) Transfers any such participant of ownership interests any amount 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 respect of the principal, redemption price of or interest on the Series 2017 Bonds, will ; or (iv) any notice which is permitted or required to be governed by arrangements among the Securities Depository, Direct Participants, Indirect Participants and the Beneficial Owners, subject given to any statutory and regulatory requirements as may be in effect from time to time. For every transfer and exchange of beneficial ownership in the Bonds, the Beneficial Owners may be charged a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto.under this Indenture; or

Book-Entry System. (a) The Bonds shall be initially issued pursuant to a Book------------ ----------------- Book Entry System administered by the Securities Depository with no physical distribution of any Bond certificates to be made except as provided in this Section 313. Any provision of this Indenture or the Bonds requiring physical delivery of the Bonds shall, with respect to any personBonds 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. One So long as a Book Entry System is being used, one Bond for the maturity will be issued, registered in the name of the Securities Depository Nominee, Nominee will be issued and immobilized required to be deposited with the Securities Depository and held in its custody. The Book Entry System will be maintained by the custody Securities Depository and the Participants and Indirect Participants and will evidence beneficial ownership of the Securities Depository. Beneficial ownership interests in the Bonds may be purchased by or through Direct Participants. The holders of these beneficial ownership interests in the Bonds are referred to as the "Beneficial Owners". The ----------------- Beneficial Owners will not receive certificated bonds representing their beneficial ownership interests. Ownership of the interests in Bonds in Authorized Denominations will be evidencedauthorized denominations, and with transfers of interests in the Bonds will be effected, ownership effected on the records of the Securities Depository Depository, the Participants and the Direct Participants and Indirect Participants pursuant to rules and procedures established by the Securities Depository, the Participants and the Indirect Participants. During a period in which The principal of and any premium on each Bond shall be payable to the Book-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 for the Bonds the Issuereffect, the Trustee, the Users and the Remarketing Agent shall treat the Securities Depository or the Securities Depository Nominee will be recognized as the only registered owner holder of the Bonds for all purposes under this Indenture including receipt purposes. Transfers of all principal ofprincipal, purchase price of, interest and any premium (if any) payments or notices to Participants and interest on Indirect Participants will be the Bonds, receipt responsibility of notices, votingthe Securities Depository, and requesting transfers of principal, interest and any premium payments or directing notices to Beneficial Owners will be the Trustee responsibility of the Participants and the Indirect Participants. No other party will be responsible or Issuer to take liable for such transfers of payments or not to takenotices or for the maintaining, supervising or consenting to, certain actions under this Indenture. In the event reviewing such records maintained by the Securities Depository Depository, the Participants or the Indirect Participants. While the Securities Depository Nominee assigns its rights to consent or vote under this Indenture to any Direct Participant or Indirect Participantthe Securities Depository, the Issuer, the Trustee, the Users, and the Remarketing Agent shall treat such assignee or assignees as the only case may be, is the 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, notwithstanding any other provisions set forth herein, payments of principalprincipal of, purchase price, interest, and redemption premium, if any, with respect and interest on the Bonds shall be made to the Bonds will be paid by the Trustee directly to Securities Depository Nominee or the Securities Depository, as the case may be, by wire transfer in immediately available funds to the account of said Holder as may be specified in the bond registration books maintained by the Trustee or by such other method of payment as the Trustee may determined to be necessary or advisable with the concurrence of the Securities Depository. In the event that (i) the Securities Depository Nomineedetermines not to continue to administer a Book Entry System for the Bonds, as provided or (ii) the Borrower, with the consent of the Remarketing Agent, determines to discontinue use of a Book Entry System, the Book Entry System will be discontinued if the Borrower fails to replace or removes the then-acting Securities Depository, in which case the Trustee will deliver replacement Bonds in the Letter form of Representation; provided, that payment of the principal of (premium, if any) and interest on such Bonds due at final maturity or upon redemption fully registered certificates in whole of any of such Bonds shall be made only upon surrender thereof at the Principal Office of the Trustee. The Securities Depository and the Direct Participants and the Indirect Participants shall be responsible 57 Authorized Denominations in exchange for the disbursement of such payments to Outstanding Bonds as required by the Trustee and the Beneficial Owners. The Securities Depository will disburse such payments to Direct participants may be removed at any time at the election of the Borrower, with the consent of the Remarketing Agent, 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 a new Securities Depository or may thereupon be appointed by the Securities Depository Nominee of principal ofBorrower, purchase price of, premium (if any) and interest on with the Bonds on behalf consent of the Issuer or the Trustee shall be valid and effectual to satisfy and discharge the liability of the Remarketing Agent. The Issuer and the Trustee to shall enter into the extent Letter 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 Representations set forth in Exhibit B hereto with 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 governed by arrangements among the Securities Depository, Direct Participants, Indirect Participants and the Beneficial Owners, subject to provisions --------- of such Letter of Representations shall be incorporated herein by reference as if fully set forth herein. In the event of any statutory conflict between the Letter of Representations and regulatory requirements as may be in effect from time to time. For every transfer and exchange the provisions of beneficial ownership in the Bondsthis Indenture, the Beneficial Owners may be charged a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation theretoLetter of Representations shall control.

Book-Entry System. The provisions of this Section shall apply to the Certificates so long as such Certificates shall be maintained under the book-entry system with The Depository Trust Company or any other securities depository for the Certificates appointed pursuant to this Section, or their successors (a “Securities Depository”), any other provisions of this Trust Agreement to the contrary notwithstanding. (a) The Bonds principal of and interest on the Certificates shall be initially issued pursuant payable to a Book-Entry System administered 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 no physical distribution respect to the Certificates in the manner specified in such notice as if set forth herein. Neither the State nor the Trustee shall have any obligation with respect to the transfer or crediting of the appropriate payments to any participant of any Bond Securities Depository (a “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 person. One Bond 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 may replace any Securities Depository as the depository for the maturity Certificates with another qualified securities depository or discontinue the maintenance of the Certificates under a book-entry system upon 30 days’ notice to the 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 Trustee. (e) If the State discontinues the maintenance of the Certificates under the book-entry system, the State will issue Certificates directly to the Participants or, to the extent requested by any Participant, to the beneficial owners of Certificates as further described in this Section. The State shall make provisions to notify Participants and the beneficial owners of the Certificates, by mailing an appropriate notice to the Securities Depository, or by other means deemed appropriate by the State in its discretion, that it will issue Certificates directly to the Participants or, to the extent requested by any Participant, to beneficial owners of Certificates as of a date set forth in such notice, which shall be issueda date at least ten (10) days after the date of mailing of such notice (or such fewer number of days as shall be acceptable to the Securities Depository). In the event that Certificates are to be issued to Participants or to beneficial owners of the Certificates, the State shall promptly have prepared Certificates in certificated form registered in the name names of 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 Participants as the "Beneficial Owners". The ----------------- Beneficial Owners will not receive certificated bonds representing their beneficial ownership interests. Ownership of the interests in Bonds in Authorized Denominations will be evidenced, and transfers of interests in the Bonds will be effected, shown on the records of the Securities Depository and provided to the Direct Participants and Indirect Participants pursuant Trustee or, to rules and procedures established the extent requested by any Participant, in the Securities Depository. During a period in which names of the Book-Entry System is in effect for beneficial owners of Certificates shown on the Bonds the Issuer, records of such Participant provided to the Trustee, as of the Users and date set forth in the Remarketing Agent shall treat notice delivered in accordance with this paragraph. (f) If the State replaces any Securities Depository as the depository for the Certificates with another qualified Securities Depository, the State will issue to the replacement Securities Depository Certificates registered in the name of such replacement Securities Depository or the Securities Depository Nominee as the only registered owner of the Bonds for all purposes under this Indenture including receipt of all principal of, purchase price of, premium (if any) and interest on the Bonds, receipt of notices, voting, and requesting or directing the Trustee or Issuer to take or not to take, or consenting to, certain actions under this Indenture. In the event the Securities Depository or the Securities Depository Nominee assigns its rights to consent or vote under this Indenture to any Direct Participant or Indirect Participant, the Issuer, the Trustee, the Users, and the Remarketing Agent shall treat such assignee or assignees as the only registered owner or owners of the Bonds for the purpose of exercising such rights so assignednominee. (bg) 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 Letter of Representation; 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. The Each 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 beneficial owners of the Issuer or the Trustee shall be valid and effectual to satisfy and discharge the liability Certificates, by their acceptance of the Issuer and Certificates, agree that the Trustee to the extent of the amounts so paid, and the Issuer, the Users, the Remarketing Agent State and the Trustee shall not be responsible or liable have no liability for payment to the failure of 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 Participantsperform its obligations to any Participant or any beneficial owner of any Certificates, by Direct Participants nor shall the State or the Trustee be liable for the failure of any Participant or other nominee of any beneficial owner of any Certificates to Indirect Participants, and by Direct Participants and Indirect Participants perform any obligation that such Participant or other nominee may incur to Beneficial Owners any beneficial owner of the Bonds, will be governed by arrangements among the Securities Depository, Direct Participants, Indirect Participants and the Beneficial Owners, subject to any statutory and regulatory requirements as may be in effect from time to time. For every transfer and exchange of beneficial ownership in the Bonds, the Beneficial Owners may be charged a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation theretoCertificates.

Book-Entry System. (a) The Bonds shall initially be initially issued pursuant held under a book-entry system with DTC. References in this Section 206 to a BookBond or the Bonds shall be construed to mean the Bond or the Bonds that are held under the book-Entry System administered by the Securities Depository with no physical distribution of any Bond to any personentry system. One Bond for the of each maturity will shall be issued, registered in the name of the Securities Depository Nominee, issued to DTC and immobilized in the custody its custody. A book-entry system shall be employed, evidencing ownership of the Securities DepositoryBonds 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 records of DTC with the amount of such DTC Participant's interest in the Bonds. Beneficial ownership interests in the Bonds may be purchased by or through Direct DTC Participants. The holders of these beneficial ownership interests in the Bonds are hereinafter referred to as the "Beneficial Owners". ." The ----------------- Beneficial Owners will shall not receive certificated bonds Bonds representing their beneficial ownership interests. Ownership The ownership interests of each Beneficial Owner shall be recorded through the records of the interests in Bonds in Authorized Denominations will be evidenced, and transfers DTC Participant from which such Beneficial Owner purchased its Bonds. Transfers of Ownership interests in the Bonds will shall be effectedaccomplished by book entries made by DTC and, in turn, by DTC Participants acting on the records behalf of the Securities Depository and the Direct Participants and Indirect Participants pursuant to rules and procedures established by the Securities DepositoryBeneficial Owners. During a period in which the Book-Entry System is in effect for the Bonds the IssuerSO LONG AS CEDE & CO., the TrusteeAS NOMINEE FOR DTC, the Users and the Remarketing Agent shall treat the Securities Depository or the Securities Depository Nominee as the only registered owner of the Bonds for all purposes under this Indenture including receipt of all principal ofIS THE REGISTERED OWNER OF THE BONDS, purchase price ofTHE TRUSTEE SHALL TREAT CEDE & CO. AS THE ONLY HOLDER OF THE BONDS FOR ALL PURPOSES UNDER THIS INDENTURE, premium (if any) and interest on the BondsINCLUDING RECEIPT OF ALL PRINCIPAL OF, receipt of noticesPREMIUM, votingIF ANY, and requesting or directing the Trustee or Issuer to take or not to takeAND INTEREST ON THE BONDS, or consenting toRECEIPT OF NOTICES, certain actions under this IndentureVOTING AND REQUESTING OR DIRECTING THE TRUSTEE 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 Payments of principal, purchase price, interest, and redemption premium, if any, and purchase price with respect to the Bonds will Bonds, so long as DTC is the only owner of the Bonds, shall be paid by the Trustee directly to the Securities DepositoryDTC or its nominee. DTC shall remit such payments to DTC Participants, or the Securities Depository Nominee, as provided in the Letter of Representation; 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 payments thereafter shall be made only upon surrender thereof at the Principal Office of the Trustee. The Securities Depository and the Direct paid by DTC 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 UsersBorrower, the Remarketing Credit Facility Trustee, the Tender Agent and the Trustee shall not be responsible or liable for payment to any Beneficial Owner by the Securities Depository DTC or by any Direct Participant or by any Indirect ParticipantDTC Participants, or for sending transaction statements or for maintaining, supervising or reviewing records maintained by DTC or DTC Participants. Notwithstanding anything to the Securities Depository 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 Direct Participants the Remarketing Agent shall have any responsibility for or Indirect Direct Participants. liability with respect to the implementation of such procedures. In the event that (c1) Transfers DTC determines not to continue to act as securities depository for the Bonds or (2) the Remarketing Agent determines that the continuation of the book-entry system of evidence and transfer of ownership interests in of the Bonds by would adversely affect the Beneficial Owners thereof. conveyance interests 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 the Issuer shall discontinue the book-entry system with DTC with respect to the Bonds. 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 written 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 event that a book-entry system of evidence and transfer of ownership of the Bonds is discontinued pursuant to the provisions of this Section, the Bonds shall be governed delivered solely as fully registered Bonds without coupons in the Authorized Denominations, shall be lettered "R" and numbered separately from 1 upward, and shall be payable, executed, authenticated, registered, exchanged and canceled pursuant to the provisions hereof. The Borrower shall not be limited to utilizing a book-entry system maintained by arrangements among the Securities Depository, Direct Participants, Indirect Participants and the Beneficial Owners, subject to DTC but may enter into a custody agreement with any statutory and regulatory requirements bank or trust company serving as custodian (which may be in effect from time to time. For every transfer and exchange of beneficial ownership the Trustee serving in the capacity of 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, the Beneficial Owners may be charged a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation theretoTHE 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. The Series 2017 Bonds are eligible to be maintained in the book-entry-only system of DTC, and will be initially delivered in book-entry-only form. (a) The So long as the Series 2017 Bonds are in book-entry form, the Trustee shall comply with the terms of the 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 Representation Letter, and shall not mean the Beneficial Owners of the Series 2017 Bonds. However, the book-entry system through DTC may be initially issued pursuant to a Book-Entry System administered by terminated upon the Securities Depository with no physical distribution happening of any Bond to any person. One Bond for the maturity will be issued, registered in the name of the Securities Depository Nominee, and immobilized in following: (i) DTC or the custody of Issuer advises the Securities Depository. Beneficial ownership interests in Trustee that DTC is no longer willing or able to properly discharge its responsibilities under the Bonds may be purchased by or through Direct Participants. The holders of these beneficial ownership interests in the Bonds are referred to as the "Beneficial Owners". The ----------------- Beneficial Owners will not receive certificated bonds representing their beneficial ownership interests. Ownership of the interests in Bonds in Authorized Denominations will be evidenced, and transfers of interests in the Bonds will be effected, on the records of the Securities Depository Representation Letter and the Direct Participants Trustee or the Issuer is unable to locate a qualified successor clearing agency satisfactory to the Trustee and Indirect Participants pursuant to rules and procedures established by the Securities Depository. During a period in which the Book-Entry System is in effect for the Bonds the Issuer. (ii) The Issuer, in its sole discretion, but with the consent of the Trustee, elects to terminate the Users book-entry system by notice to DTC and the Remarketing Agent Trustee; or (iii) After the occurrence of an Event of Default (at which time the Trustee promptly shall treat notify DTC of such Event of Default), the Securities Depository or the Securities Depository Nominee as the only registered owner Beneficial Owners of a majority in aggregate principal amount of the Series 2017 Bonds for all purposes under this Indenture including receipt of all principal of, purchase price of, premium (if any) and interest on the Bonds, receipt of notices, voting, and requesting or directing advise the Trustee or Issuer in writing, through DTC, that the continuation of a book-entry system through DTC, 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 exclusion of any definitive Series 2017 Bond certificates being issued to any Direct Participant person other than DTC or Indirect Participant, its nominee is no longer in the Issuer, the Trustee, the Users, and the Remarketing Agent shall treat such assignee or assignees as the only registered owner or owners best interest of the Bonds for the purpose of exercising such rights so assignedBeneficial Owners. (b) During a period Upon the occurrence of any event described in which the Book-Entry System is in effect for the Bondssubsection (a) above, 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 Letter of Representation; provided, that payment shall notify DTC of the principal of (premium, if any) and interest on such Bonds due at final maturity or upon redemption in whole of any occurrence of such Bonds 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 appropriate as to accrued interest. Definitive Series 2017 Bond certificates shall be made issued only upon surrender thereof at to the Principal Office Trustee of the Trustee. The Securities Depository and the Direct Participants and the Indirect Participants shall be responsible 57 Series 2017 Bond by DTC, accompanied by registration instructions from DTC for the disbursement of such payments to the Beneficial Ownersdefinitive Series 2017 Bond certificates. 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 Neither the Issuer or nor the Trustee shall be valid liable for any delay in delivery of such instructions and effectual to satisfy and discharge the liability of the Issuer and the Trustee to the extent of the amounts so paidconclusively may rely on, and the Issuershall be protected in relying on, such instructions. Upon issuance of definitive Series 2017 Bond certificates, the UsersRepresentation Letter shall no longer be in force and effect, the Remarketing Agent and the Trustee shall not be responsible perform its obligations as required hereunder that were performed by DTC. Whenever notice or liable for payment other communication 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 governed Series 2017 Bonds is required by arrangements among the Securities Depository, Direct Participants, Indirect Participants and the Beneficial Owners, subject to any statutory and regulatory requirements as may be in effect from time to time. For every transfer and exchange of beneficial ownership in the BondsTrustee under this Indenture, the Beneficial Trustee shall give all such notices and communications specified herein or required by this Indenture to be given to the Owners may be charged a sum sufficient of the Series 2017 Bonds to cover any tax, fee or other governmental charge that may be imposed in relation theretoDTC.

Book-Entry System. (a) The Bonds shall will initially be initially issued pursuant to by means of a Bookbook-Entry System administered by the Securities Depository entry system with no physical distribution of any Bond Bonds made to any personthe public, unless the book-entry system is discontinued as described below. One Bond certificate for the each maturity will be issuedissued to The Depository Trust Company, registered in the name of the Securities Depository NomineeNew York, New York ("DTC"), and immobilized in the custody its custody. A Book-Entry System will be employed, evidencing ownership of the Securities Depository. Beneficial ownership interests in the Bonds may be purchased by or through Direct Participants. The holders of these beneficial ownership interests in the Bonds are referred to as the "Beneficial Owners". The ----------------- Beneficial Owners will not receive certificated bonds representing their beneficial ownership interests. Ownership of the interests in Bonds in Authorized Denominations will be evidencedDenominations, and with transfers of interests in the Bonds will be effected, beneficial ownership effected on the records of DTC, and its participants (the Securities Depository "DTC Participants") and its indirect participants (the Direct Participants and "Indirect Participants Participants") pursuant to rules and procedures established by the Securities DepositoryDTC. During a period in which the Book-Entry System is in effect for the Bonds the Issuer, the Trustee, the Users and the Remarketing Agent shall treat the Securities Depository or the Securities Depository Nominee as the only registered owner Payments of the Bonds for all purposes under this Indenture including receipt of all principal of, purchase price of, premium (if any) and interest on the Bonds, receipt of notices, voting, and requesting or directing the Trustee or Issuer to take or not to take, or consenting to, certain actions under this Indenture. In the event the Securities Depository or the Securities Depository Nominee assigns its rights to consent or vote under this Indenture to any Direct Participant or Indirect Participant, the Issuer, the Trustee, the Users, and the Remarketing Agent shall treat such 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 Bonds, so long as DTC is the only owner of the Bonds, will be paid by the Trustee Paying Agent directly to the Securities DepositoryDTC or its nominee, or the Securities Depository Nominee, Cede & Co as provided in the Letter of Representation; providedRepresentations dated April 19, that payment of 1996 from the principal of (premiumIssuer, 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. 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 andRemarketing Agent, 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 DTC (the extent "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 amounts so paid, Bonds (the "Beneficial Owners") will be the responsibility of DTC Participants and the Issuer, the Users, the Remarketing Agent and the Trustee shall not DTC Indirect Participants. No other party will be responsible or liable for payment to any Beneficial Owner by the Securities Depository such transfers of payments or by any Direct Participant or by any Indirect Participant, or for sending transaction statements notices or for maintaining, supervising or reviewing such records maintained by the Securities Depository or Direct DTC, DTC Participants or DTC Indirect Direct Participants. . Payments will be made by wire transfer in immediately available funds to the 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 (ca) Transfers 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 interests in of the Bonds by would adversely affect their interests or the Beneficial Owners thereof. conveyance interests 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, 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 governed by arrangements among removed at any time at the Securities Depositoryelection of the Remarketing Agent, Direct Participants, Indirect Participants with the consent of the Trustee and notice to the Company and the Beneficial OwnersIssuer, and a new securities depository may then be appointed by the Issuer, subject to any statutory the approval of the Trustee and regulatory requirements as may be in effect from time the Remarketing Agent. Unless a Bond is presented by an authorized representative of DTC to time. For every transfer the County or its agent for registration of transfer, exchange or payment and exchange of beneficial ownership such Bond is registered in the Bondsname of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC, the Beneficial Owners may be charged a sum sufficient to cover any taxtransfer, fee pledge, or other governmental charge that may be imposed use of such Bond for value or otherwise by or to any person is wrongful inasmuch as the registered owner thereof, Cede & Co., has an interest in relation thereto.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; (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 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 Article II]

Book-Entry System. (a) The Bonds shall be initially issued pursuant to a Book-Entry System administered by the Securities Depository with no physical distribution of any Bond certificates to be made except as provided in this Section. Any provision of this Indenture or the Bonds requiring physical delivery of the Bonds shall, with respect to any person. One 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 a Book-Entry System is being used, one Bond for in the maturity will be issued, aggregate principal amount of the Bonds and registered in the name of the Securities Depository Nominee, Nominee will be issued and immobilized deposited with the Securities Depository to be held in its custody. The Book-Entry System will be maintained by the custody Securities Depository and the Participants and Indirect Participants and will evidence beneficial ownership of the Securities Depository. Beneficial ownership interests in the Bonds may be purchased by or through Direct Participants. The holders of these beneficial ownership interests in the Bonds are referred to as the "Beneficial Owners". The ----------------- Beneficial Owners will not receive certificated bonds representing their beneficial ownership interests. Ownership of the interests in Bonds in Authorized Denominations will be evidencedDenominations, and with transfers of interests in the Bonds will be effected, ownership effected on the records of the Securities Depository Depository, the Participants and the Direct Participants and Indirect Participants pursuant to rules and procedures established by the Securities Depository, the Participants and the Indirect Participants. During a period in which 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 holder of such Bond or his registered assigns or legal representative. So long as the Book-Entry System is in effect for the Bonds the Issuereffect, the Trustee, the Users and the Remarketing Agent shall treat the Securities Depository or the Securities Depository Nominee will be recognized as the only registered owner Holder of the Bonds for all purposes under this Indenture including receipt of all principal of, purchase price of, premium (if any) and interest on the Bonds, receipt of notices, voting, and requesting or directing the Trustee or Issuer to take or not to take, or consenting to, certain actions under this Indenturepurposes. 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 Transfers of principal, purchase price, interest, interest and redemption premium, if any, with respect any premium payments or notices to the Bonds Participants and Indirect Participants will be paid by the Trustee directly to responsibility of the Securities Depository, and transfers of principal, purchase price, interest and any premium payments or notices to Beneficial owners will be the Securities Depository Nominee, as provided in the Letter of Representation; provided, that payment responsibility 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. The Securities Depository and the Direct Participants and the Indirect Participants shall be responsible 57 for the disbursement of such payments to the Beneficial OwnersParticipants. The Securities Depository No other party 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 such transfers of payments or by any Direct Participant or by any Indirect Participant, or for sending transaction statements notices or for maintaining, supervising or reviewing such records maintained by the Securities Depository or Direct Depository, the Participants or the Indirect Direct Participants. (c) Transfers of ownership interests in the Bonds by the Beneficial Owners thereof. conveyance of notices and other communications by While the Securities Depository to Direct ParticipantsNominee or the Securities depository, by Direct Participants to Indirect Participantsas the case may be, and by Direct Participants and Indirect Participants to Beneficial Owners is the Owner of the Bonds, will notwithstanding any other provisions set forth in this Indenture, payments of principal or purchase price of, redemption premium, if any, and interest on the Bonds shall be governed by arrangements among made to the Securities Depository Nominee or the Securities Depository, Direct Participantsas the case may be, Indirect Participants and by wire transfer in immediately available funds to the account of such Holder. Without notice to or the consent of the Beneficial Owners, subject the Trustee, with the Company's consent, and the Securities Depository may agree in writing to any statutory make payments of principal, redemption price or purchase price and regulatory requirements as may be interest in effect a manner different from time to timethat set out herein. For every transfer and exchange of beneficial ownership in the BondsIn such event, the Beneficial Owners may be charged a sum sufficient Trustee shall make payments with respect to cover any tax, fee or other governmental charge that may be imposed the Bonds in relation theretosuch manner as if set forth herein.

Book-Entry System. (a) The Bonds shall One fully-registered Master Note Certificate will be initially issued pursuant to a for each issue of the Book-Entry System administered by Notes, each in the Securities Depository aggregate principal amount of such issue, and will be deposited with no physical distribution Issuing and Paying Agent. If the aggregate principal amount of any Bond issue exceeds $150 million, one Master Note Certificate will be issued with respect to each $150 million of principal amount and an additional Master Note Certificate will be issued with respect to any person. One Bond remaining principal amount of such issue. (b) Purchases of Book-Entry Notes must be made through the Issuing and Paying Agent’s book-entry system, resulting in a credit for the maturity will be issued, registered in the name ownership interest of each actual purchaser of the Securities Depository Nominee, Book-Entry Notes (“Beneficial Owner”) on the Issuing and immobilized in the custody Paying Agent’s records. Beneficial Owners will receive written confirmations providing details of the Securities Depositorytransaction, as well as periodic statements of their holdings, from the Issuing and Paying Agent. Beneficial ownership interests in the Bonds may be purchased by or through Direct Participants. The holders of these beneficial ownership interests in the Bonds are referred to as the "Beneficial Owners". The ----------------- Beneficial Owners will not receive certificated bonds certificates 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 Notes, except in effect the event that use of the book-entry system for the Bonds the Issuer, the Trustee, the Users and the Remarketing Agent shall treat the Securities Depository or the Securities Depository Nominee as the only registered owner of the Bonds for all purposes under this Indenture including receipt of all principal of, purchase price of, premium (if any) and interest on the Bonds, receipt of notices, voting, and requesting or directing the Trustee or Issuer to take or not to take, or consenting to, certain actions under this Indenture. In the event the Securities Depository or the Securities Depository Nominee assigns its rights to consent or vote under this Indenture to any Direct Participant or Indirect Participant, the Issuer, the Trustee, the Users, and the Remarketing Agent shall treat such assignee or assignees as the only registered owner or owners of the Bonds for the purpose of exercising such rights so assigned. (b) During a period in which the Book-Entry System Notes 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 Letter of Representation; 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. 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 Participantsdiscontinued. (c) Transfers of ownership interests in the Bonds by the Beneficial Owners thereof. conveyance Conveyance of notices and other communications by the Securities Depository to Direct Participants, by Direct Participants to Indirect Participants, Issuing and by Direct Participants and Indirect Participants Paying Agent to Beneficial Owners of the Bonds, will be governed by arrangements among the Securities Depository, Direct Participants, Indirect Participants and the Beneficial Ownersthem, 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 Book-Entry Notes held for the accounts of customers in bearer form or registered in “street name,” subject to any statutory or regulatory requirements as may be in effect from time to time. For every 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 shall give the Issuing and Paying Agent notice to elect to have its Book-Entry Notes purchased or tendered, and shall effect delivery of such Notes by causing the Issuing and Paying Agent to transfer and exchange of beneficial ownership the Beneficial Owner’s interest in the Bonds, Notes on the Beneficial Owners may Issuing and Paying Agent’s records. The requirement for physical delivery of Notes in connection with a demand for purchase or a mandatory purchase will be charged a sum sufficient to cover any tax, fee or other governmental charge that may be imposed deemed satisfied when the ownership rights in relation theretothe Notes are transferred on the Issuing and Paying Agent’s records.

Book-Entry System. The Issuer has entered into an agreement with The Depository Trust Company (a"DTC") The Bonds shall be initially issued pursuant to for the purpose of establishing a "Book-Entry System administered by the Securities Depository with no physical distribution of any Bond to any person. One Bond System" for the maturity Bonds. Pursuant to such agreement, Bonds will be issued, registered in the name of DTC, or its nominee, for the Securities Depository Nomineebenefit of other parties ("DTC Participants"), and immobilized 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 custody records of the Securities DepositoryDTC Participant and each such purchaser will receive a written confirmation of the purchase providing details of the Bond acquired. Beneficial Transfers of ownership interests will be accomplished by book entries made by DTC and, in turn, by the Bonds may be purchased by or through Direct ParticipantsDTC Participant who will act on behalf of each such purchaser. The holders of these beneficial ownership interests in the Bonds are referred to as the "Beneficial Owners". The ----------------- Beneficial Owners Under such circumstances, purchasers will not receive certificated bonds certificates representing their beneficial ownership interestsinterest in the Bonds, except as otherwise specifically provided in this Indenture. Ownership 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 interests in Bonds in Authorized Denominations so registered. Neither the Issuer, the Obligor, the Bank nor the Trustee is or will be evidencedresponsible 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, and transfers such delivery shall be deemed to have been made by appropriate notation of interests in the Bonds will be effected, transfer or registration 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 DTC so long as the Book-Entry System is in effect for the Bonds the Issuer, the Trustee, the Users and the Remarketing Agent shall treat the Securities Depository or the Securities Depository Nominee as the only registered owner of the Bonds for all purposes under this Indenture including receipt of all principal of, purchase price of, premium (if any) and interest on the Bonds, receipt of notices, voting, and requesting or directing the Trustee or Issuer effect. DTC may determine 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 discontinue providing 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, service with respect to the Bonds will be paid at any time by the Trustee directly giving notice to the Securities Depository, or the Securities Depository Nominee, as provided in the Letter of Representation; provided, that payment of the principal of (premium, if any) and interest on such Bonds due at final maturity or upon redemption in whole of any of such Bonds shall be made only upon surrender thereof at the Principal Office of the Trustee. The Securities Depository and the Direct Participants and the Indirect Participants shall be responsible 57 for the disbursement of such payments to the Beneficial Owners. The Securities Depository will disburse such payments to Direct participants and such payments will in turn be remitted by Direct Participants and, where appropriate, Indirect Participants, to the Beneficial Owners. All such payments to the Securities Depository 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 UsersObligor and the Trustee and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, the Remarketing Agent Trustee shall transfer and exchange Bond certificates to the actual purchaser of each Bond (the "Beneficial Owner"). The Beneficial Owner, upon registration of certificates held in the Beneficial Owner's name, will become the registered owner of the Bonds. The Issuer may determine that continuation of the system of the book entry transfers through DTC is not in the best interests of the respective Beneficial Owners and that the Beneficial Owners shall be able to obtain Bond certificates. In such event, the Issuer or DTC Participants, upon the direction of the Issuer, shall notify the Beneficial Owners of the availability of Bond certificates 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 governed by arrangements among the Securities Depository, Direct Participants, Indirect Participants and the Beneficial Owners, subject to any statutory and regulatory requirements as may be in effect from time to time. For every transfer and exchange Bond certificates to such Beneficial Owners. Thereafter, upon presentation of beneficial ownership in the BondsBonds for transfer, the Beneficial Owners may Trustee shall transfer the Bonds or portions thereof in accordance with Section 207 of this Indenture. The costs and expense of printing, preparing and delivering Bond certificates upon the termination of the services of DTC shall be charged a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation theretoborne by the Obligor.

Book-Entry System. All Atlas Series G Preferred Shares will be represented by a single certificate issued to The Depository Trust Company (a) The Bonds shall be initially issued pursuant to a Book-Entry System administered and its successors or assigns or any other securities depository selected by Atlas), or the Securities Depository with no physical distribution Depository, and registered in the name of any Bond its nominee (initially, Cede & Co.). The Atlas Series G Preferred Shares will continue to any person. One Bond for the maturity will be issued, represented by a single certificate registered in the name of the Securities Depository Nomineeor its nominee, and immobilized in no holder of the custody 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 such and ▇▇▇▇▇ has not selected a substitute Securities Depository within 60 calendar days thereafter. Payments and communications made by Atlas to holders of the Atlas Series G Preferred Shares will be duly made by making payments to, and communicating with, the Securities Depository. Beneficial ownership interests in the Bonds may be purchased by or through Direct Participants. The Accordingly, unless certificates are available to holders of these beneficial ownership interests in the Bonds are referred to as Atlas Series G Preferred Shares, each holder of Atlas Series G Preferred Shares must rely on (a) the "Beneficial Owners". The ----------------- Beneficial Owners will not receive certificated bonds representing their beneficial ownership interests. Ownership procedures of the interests in Bonds in Authorized Denominations will be evidencedSecurities Depository and its participants to receive dividends, distributions, any redemption price, liquidation preference and notices, and transfers to direct the exercise of interests in the Bonds will be effectedany voting or nominating rights, on with respect to such Atlas Series G Preferred Shares and (b) the records of the Securities Depository and the Direct Participants and Indirect Participants pursuant its participants to rules and procedures established by the Securities Depositoryevidence its ownership of such Atlas Series G Preferred Shares. During a period in which the Book-Entry System is in effect for the Bonds the IssuerThe Depository Trust Company, the Trustee, the Users and the Remarketing Agent shall treat the Securities Depository or the Securities Depository Nominee as the only registered owner of the Bonds for all purposes under this Indenture including receipt of all principal of, purchase price of, premium (if any) and interest on the Bonds, receipt of notices, voting, and requesting or directing the Trustee or Issuer to take or not to take, or consenting to, certain actions under this Indenture. In the event the Securities Depository or the Securities Depository Nominee assigns its rights to consent or vote under this Indenture to any Direct Participant or Indirect Participant, the Issuer, the Trustee, the Users, and the Remarketing Agent shall treat such assignee or assignees as the only registered owner or owners of the 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 initial Securities Depository, or the Securities 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 Nominee, as provided in the Letter of Representation; 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 TrusteeTrust Company. The Securities Depository and the Direct Participants and the Indirect Participants shall be responsible 57 for the disbursement maintains lists of such payments to the Beneficial Owners. The Securities Depository will disburse such payments to Direct its participants and such payments will maintain the positions (i.e. ownership interests) held by its participants in turn be remitted by Direct Participants andthe Atlas Series G Preferred Shares, 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 whether as a holder of the Issuer Atlas Series G Preferred Shares for its own account or the Trustee shall be valid and effectual to satisfy and discharge the liability as a nominee for another holder 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 ParticipantsAtlas Series G Preferred Shares. (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 governed by arrangements among the Securities Depository, Direct Participants, Indirect Participants and the Beneficial Owners, subject to any statutory and regulatory requirements as may be in effect from time to time. For every transfer and exchange of beneficial ownership in the Bonds, the Beneficial Owners may be charged a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto.

Book-Entry System. (a) The Bonds may and initially shall be initially issued pursuant to registered under a Book-Book Entry System administered maintained by a Depository. Notwithstanding any inconsistent provisions in this Indenture to the contrary, the provisions of this Section 2.14 shall govern at any time the Bonds are issued and Outstanding in Book Entry Form. (b) Under the Book Entry System, the Bonds shall be issued in the form of a separate, single, fully registered and immobilized bond certificate representing the aggregate principal amount of the Bonds or shall be issued in several certificates, each not exceeding $100,000,000 denominations if required by the Securities Depository. Except as provided herein, the ownership of such Bonds shall be registered in the Bond Register in the name of Cede & Co., as nominee of The Depository Trust Company, which will serve as initial Depository for the Bonds. Ownership of beneficial interests in the Bonds shall be shown by book entry on the records maintained and operated by the Depository and its participants and indirect participants (such participants and indirect participants being collectively referred to as the “Participants”), and transfers of ownership of beneficial interests shall be made only by the Depository and its Participants by book entry, and the District and the Trustee shall have no responsibility therefor. The Depository will be required to maintain records of the positions of Participants in the Bonds, and the Participants and persons acting through Participants will be required to maintain records of the purchasers of beneficial interests in the Bonds (the “Beneficial Owners”). Except as provided in subsections (i) and (p) of this Section 2.14, the Bonds shall not be transferable or exchangeable, except for transfer to another Depository or to another nominee of a Depository, or if required in connection with no physical distribution record keeping purposes. (c) With respect to Bonds registered in the Bond Register in the name of the Depository or its nominee, none of the District, the Company, Jefferson Holdings, the Credit Enhancer, if any, the Liquidity Bank, if any, the Tender Agent or the Trustee shall have any Bond responsibility or obligation to any personParticipant or to any Beneficial Owner for whom a Participant acquires an interest in the Bonds. One Bond for NONE OF THE DISTRICT, THE COMPANY, JEFFERSON HOLDINGS, THE CREDIT ENHANCER, IF ANY, THE LIQUIDITY BANK, IF ANY, THE TENDER AGENT OR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO THE PARTICIPANTS OR THE BENEFICIAL OWNERS OF THE BONDS WITH RESPECT TO (i) THE ACCURACY OF ANY RECORDS MAINTAINED BY THE DEPOSITORY OR ANY PARTICIPANT; (ii) THE PAYMENT BY THE DEPOSITORY OR ANY PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL AMOUNT OF, OR INTEREST, AND PREMIUM, IF ANY, ON OR REDEMPTION PRICE OR PURCHASE PRICE OF THE BONDS; (iii) THE DELIVERY BY THE DEPOSITORY OR ANY PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER THAT IS REQUIRED OR PERMITTED TO BE GIVEN TO HOLDERS UNDER THE TERMS OF THIS INDENTURE; (iv) THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BONDS; OR (v) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY THE DEPOSITORY AS OWNER OF THE BONDS. NONE OF THE DISTRICT, THE COMPANY, JEFFERSON HOLDINGS, THE TENDER AGENT OR THE TRUSTEE HAS ANY DIRECT OBLIGATION OR RESPONSIBILITY TO PARTICIPANTS OR BENEFICIAL OWNERS. (d) So long as the maturity will be issued, Bonds or any portions thereof are registered in the name of a Depository or any nominee thereof, all payments of principal of (premium, if any) or interest on the Securities Bonds and Purchase Price or redemption price of such Bonds shall be made only to or upon the order of such Depository Nomineeon the dates and at the times provided for such payment under this Indenture and at the address indicated for such Depository in the Bond Register kept by the Bond Registrar by transfer of immediately available funds; provided that the Trustee or Tender Agent has received sufficient funds from the sources described in this Indenture to make such payment. Each such payment to the Depository or its nominee shall be valid and effective to fully satisfy and discharge all liability of the District or the Trustee or the Tender Agent with respect to the principal of (premium, if any) or interest on the Bonds, and immobilized Purchase Price or redemption price with respect to the Bonds so registered to the extent of the sum or sums so paid. In the event of payment of the Purchase Price of the Bonds or in the custody event of the Securities Depository. Beneficial ownership interests in redemption of less than all of the Bonds Outstanding of any Stated Maturity, the Trustee or the Tender Agent shall not require surrender by the Depository or its nominee of the Bonds so purchased or redeemed, and the Depository may retain such Bonds. In the event of partial purchase or redemption of the Bonds, the Depository shall make an appropriate notation on the Bonds as to the amount of such partial redemption; provided that the Depository shall deliver to the Trustee, upon request, a written confirmation of such partial redemption and thereafter the records maintained by the Trustee shall be purchased by conclusive as to the amount of the Bonds of such Stated Maturity which have been redeemed or through Direct Participantspurchased. The holders None of these the District, the Company, Jefferson Holdings, the Credit Enhancer, if any, the Liquidity Bank, if any, the Tender Agent or the Trustee shall be liable for the failure of the Depository to properly indicate on the Bonds the payment of such principal or redemption price. (e) All transfers of beneficial ownership interests in the Bonds are referred to as the "Beneficial Owners". The ----------------- Beneficial Owners will not receive certificated bonds representing their beneficial ownership interests. Ownership of the interests when issued in Bonds in Authorized Denominations will Book Entry Form shall 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 effected by procedures established promulgated by the Securities Depository. During a period Depository with its Participants for recording and transferring the ownership of beneficial interest in which the Book-Entry System is in effect for the Bonds the Issuer, the Trustee, the Users and the Remarketing Agent shall treat the Securities Depository or the Securities Depository Nominee as the only registered owner each of the Bonds for all purposes under this Indenture including receipt of all principal of, purchase price of, premium (if any) and interest on the such Bonds, receipt of notices, voting, and requesting or directing the Trustee or Issuer to take or not to take, or consenting to, certain actions under this Indenture. In the event the Securities Depository or the Securities Depository Nominee assigns its rights to consent or vote under this Indenture to any Direct Participant or Indirect Participant, the Issuer, the Trustee, the Users, and the Remarketing Agent shall treat such assignee or assignees as the only registered owner or owners of the Bonds for the purpose of exercising such rights so assigned. (bf) During a period in which The District, the Book-Entry System is in effect for Company, the Bonds, payments of principal, purchase price, interest, and redemption premiumCredit Enhancer, if any, with respect to the Liquidity Bank, if any, the Tender Agent, the Bond Registrar, and the Trustee and any of their respective agents may treat the Depository (or its nominee) as the sole and exclusive Bondholder of the Bonds will be paid by registered in its name for the Trustee directly to the Securities Depository, or the Securities Depository Nominee, as provided in the Letter purposes of Representation; 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. 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 or Purchase Price or redemption price with respect to the Bonds, selecting the Bonds or portions thereof to be redeemed or purchased, giving any notice permitted or required to be given to Bondholders under this Indenture, registering the transfer of the Issuer Bonds, obtaining any consent or the Trustee shall other action to be valid taken by Bondholders and effectual to satisfy and discharge the liability of the Issuer for all other purposes whatsoever; and the Trustee to the extent of the amounts so paid, and the IssuerDistrict, the UsersCompany, the Remarketing Credit Enhancer, if any, the Liquidity Bank, if any, the Tender Agent and the Trustee shall not be responsible or liable for payment to any Beneficial Owner by the Securities Depository or affected by any Direct Participant or by any Indirect Participant, or for sending transaction statements or for maintaining, supervising or reviewing records maintained by notice to the Securities Depository or Direct Participants or Indirect Direct Participantscontrary. (cg) Transfers of ownership interests So long as the Bonds are registered in the name of the Depository or any nominee thereof, all notices required or permitted to be given to the Holders of such Bonds under this Indenture shall be given to the Depository in accordance with the policies and procedures of the Depository. In connection with any notice or other communication to be provided to Holders pursuant to this Indenture by the Beneficial Owners thereofDistrict, the Company, the Tender Agent or the Trustee with respect to any consent or other action to be taken by Holders, the Depository shall consider the date of receipt of notice requesting such consent or other action as the record date for such consent or other action, provided that the District, the Tender Agent or the Trustee may establish a special record date for such consent or other action. conveyance The District, the Tender Agent or the Trustee shall give the Depository notice of notices such special record date not less than 15 calendar days in advance of such special record date to the extent possible. (h) Any successor Trustee or Tender Agent, in its written acceptance of its duties under this Indenture, shall agree to take any actions necessary from time to time to comply with the requirements of such Depository. (i) The Depository may determine to discontinue providing its services with respect to the Bonds at any time by giving reasonable written notice to the Trustee and other communications by the Securities Depository District and discharging its responsibilities with respect thereto under applicable law. Under such circumstance (if there is not a successor Depository), Bond certificates will be delivered as described elsewhere in Article II of this Indenture. Upon receipt of such notice from the Depository, the Trustee shall provide a copy of the notice to Direct Participantsthe District. The District, by Direct Participants to Indirect Participantsin its sole discretion, and by Direct Participants and Indirect Participants to Beneficial Owners without the consent of any other Person, may terminate the services of the Depository with respect to the Bonds if the District determines that: (i) the Depository is unable to discharge its responsibilities with respect to the Bonds, will ; or (ii) a continuation of the requirement that all of the Bonds be governed by arrangements among registered in the Securities Depository, Direct Participants, Indirect Participants and Bond Register in the name of the nominee of the Depository is not in the best interest of the Beneficial Owners. In the event that no substitute Depository is found by the District or restricted registration is no longer in effect, subject Bond certificates will be delivered as described in Article II of this Indenture. Upon the termination of the services of the Depository with respect to any statutory the Bonds pursuant to this Section 2.14(i), after which no successor Depository willing to undertake the functions of the Depository hereunder can be found that, in the opinion of the District, is willing and regulatory requirements as able to undertake such functions upon reasonable and customary terms, the Bonds shall no longer be restricted to being registered in the Bond Register in the name of the nominee of the Depository, but may be registered in the name or names and in such maturities and principal amounts as the Depository shall designate in writing to the Bond Registrar in accordance with the provisions elsewhere in Article II of this Indenture, but without any liability on the part of the District or the Bond Registrar for the accuracy of such designation. Upon the termination of the services of the Depository with respect to the Bonds for any reason and the appointment of a successor Depository, all references in this Indenture to the Depository shall refer to such successor Depository. Whenever the Depository requests the District and the Trustee to do so, the District and the Trustee shall cooperate with the Depository in taking appropriate action after reasonable notice to arrange for another Depository to maintain custody of certificates evidencing the Bonds. (j) For Daily Rate Bonds, Commercial Paper Rate Bonds, Weekly Rate Bonds and Initial Bonds, the Paying Agent shall notify the Depository of interest payable on the Interest Payment Date as provided in the policies and procedures of the Depository or any letter of representation (the “Representation Letter”) entered into among the District, the Trustee and the Remarketing Agent addressed to the Depository with respect to the Daily Rate Bonds, Commercial Paper Rate Bonds, Weekly Rate Bonds and Initial Bonds. (k) Any notices regarding the determination of the Daily Rate, the Commercial Paper Rate, the Weekly Rate or the Initial Rate shall also be sent by the Remarketing Agent to the Depository in accordance with the policies and procedures of the Depository, including the provisions of the Representation Letter. (l) Any notices regarding a conversion to a different Interest Mode shall also be sent to the Depository in accordance with the policies and procedures of the Depository, including the provisions of the Representation Letter. (m) Tenders and all deliveries of Daily Rate Bonds, Commercial Paper Rate Bonds, Weekly Rate Bonds and Initial Bonds shall be made pursuant to the Depository’s deliver order procedures, as are in effect from time to time. (n) Upon remarketing of Daily Rate Bonds, Commercial Paper Rate Bonds, Weekly Rate Bonds or Initial Bonds, payment of the Purchase Price thereof shall be made to the Depository, and no surrender of Daily Rate Bonds, Commercial Paper Rate Bonds, Initial Bonds or Weekly Rate Bonds is required. For every Such sales shall be made through the Participants (which may include the Remarketing Agent) to the new Beneficial Owners of such Daily Rate Bonds, Commercial Paper Rate Bonds, Weekly Rate Bonds or Initial Bonds, as applicable, and the Participants shall transmit payment to Beneficial Owners whose Bonds were purchased pursuant to a remarketing. None of the District, the Trustee, Jefferson Holdings, the Credit Enhancer, if any, the Liquidity Bank, if any, the Tender Agent or the Remarketing Agent are responsible for transfer and exchange of beneficial ownership payment to the Participants or Beneficial Owners. (o) So long as any Bonds are registered in the name of the nominee of the Depository, a legend prescribed by the Depository to that effect may but need not be printed on such Bond certificate. (p) Any Bonds that are Liquidity Bank Bonds, at the Beneficial Owners may request of the Liquidity Bank, shall be charged a sum sufficient withdrawn from the Book Entry System, registered by the Bond Registrar in the name of the Liquidity Bank and delivered in certificated form to cover any tax, fee or other governmental charge that may be imposed in relation theretoat the direction of the Liquidity Bank.

Book-Entry System. All Atlas Series E Preferred Shares will be represented by a single certificate issued to The Depository Trust Company (a) The Bonds shall be initially issued pursuant to a Book-Entry System administered and its successors or assigns or any other securities depository selected by Atlas), or the Securities Depository with no physical distribution Depository, and registered in the name of any Bond its nominee (initially, Cede & Co.). The Atlas Series E Preferred Shares will continue to any person. One Bond for the maturity will be issued, represented by a single certificate registered in the name of the Securities Depository Nomineeor its nominee, and immobilized in no holder of the custody 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 such and ▇▇▇▇▇ has not selected a substitute Securities Depository within 60 calendar days thereafter. Payments and communications made by Atlas to holders of the Atlas Series E Preferred Shares will be duly made by making payments to, and communicating with, the Securities Depository. Beneficial ownership interests in the Bonds may be purchased by or through Direct Participants. The Accordingly, unless certificates are available to holders of these beneficial ownership interests in the Bonds are referred to as Atlas Series E Preferred Shares, each holder of Atlas Series E Preferred Shares must rely on (a) the "Beneficial Owners". The ----------------- Beneficial Owners will not receive certificated bonds representing their beneficial ownership interests. Ownership procedures of the interests in Bonds in Authorized Denominations will be evidencedSecurities Depository and its participants Table of Contents to receive dividends, distributions, any redemption price, liquidation preference and notices, and transfers to direct the exercise of interests in the Bonds will be effectedany voting or nominating rights, on with respect to such Atlas Series E Preferred Shares and (b) the records of the Securities Depository and the Direct Participants and Indirect Participants pursuant its participants to rules and procedures established by the Securities Depositoryevidence its ownership of such Atlas Series E Preferred Shares. During a period in which the Book-Entry System is in effect for the Bonds the IssuerThe Depository Trust Company, the Trustee, the Users and the Remarketing Agent shall treat the Securities Depository or the Securities Depository Nominee as the only registered owner of the Bonds for all purposes under this Indenture including receipt of all principal of, purchase price of, premium (if any) and interest on the Bonds, receipt of notices, voting, and requesting or directing the Trustee or Issuer to take or not to take, or consenting to, certain actions under this Indenture. In the event the Securities Depository or the Securities Depository Nominee assigns its rights to consent or vote under this Indenture to any Direct Participant or Indirect Participant, the Issuer, the Trustee, the Users, and the Remarketing Agent shall treat such assignee or assignees as the only registered owner or owners of the 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 initial Securities Depository, or the Securities 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 Nominee, as provided in the Letter of Representation; 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 TrusteeTrust Company. The Securities Depository and the Direct Participants and the Indirect Participants shall be responsible 57 for the disbursement maintains lists of such payments to the Beneficial Owners. The Securities Depository will disburse such payments to Direct its participants and such payments will maintain the positions (i.e., ownership interests) held by its participants in turn be remitted by Direct Participants andthe Atlas Series E Preferred Shares, 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 whether as a holder of the Issuer Atlas Series E Preferred Shares for its own account or the Trustee shall be valid and effectual to satisfy and discharge the liability as a nominee for another holder 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 ParticipantsAtlas Series E Preferred Shares. (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 governed by arrangements among the Securities Depository, Direct Participants, Indirect Participants and the Beneficial Owners, subject to any statutory and regulatory requirements as may be in effect from time to time. For every transfer and exchange of beneficial ownership in the Bonds, the Beneficial Owners may be charged a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto.

Book-Entry System. (a) The Bonds Depositary 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 make arrangements for the maturity acceptance of the American Depositary Shares into DTC. All American Depositary Shares held through DTC will be issued, registered in the name of the Securities Depository Nomineenominee for DTC (currently “Cede & Co.”). As such, and immobilized the nominee for DTC will be the only “Owner” of all American Depositary Shares held through DTC. Unless issued by the Depositary as uncertificated American Depositary Shares, the American Depositary Shares registered in the custody name of Cede & Co. will be evidenced by one or more Receipt(s) in the form of a “Balance Certificate,” which will provide that it represents the aggregate number of American Depositary Shares from time to time indicated in the records of the Securities DepositoryDepositary as being issued hereunder and that the aggregate number of American Depositary Shares 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 hereinafter provided. Deutsche Bank Trust Company Americas or its servicing agent (or such other entity as is appointed by DTC or its nominee) may hold the “Balance Certificate” as custodian for DTC. Each Beneficial Owner of American Depositary Shares held through DTC must rely upon the procedures of DTC and the DTC Participants to exercise or be entitled to any rights attributable to such American Depositary Shares. The DTC Participants shall for all purposes be deemed to have all requisite power and authority to act on behalf of the Beneficial Owners of the American Depositary Shares held in the DTC Participants’ respective accounts in DTC and the Depositary shall for all purposes be authorized to rely upon any instructions and information given to it by DTC Participants. So long as American Depositary Shares are held through DTC or unless otherwise required by law, ownership of beneficial interests in the Bonds may be purchased by or through Direct Participants. The holders of these beneficial ownership interests American Depositary Shares registered in the Bonds are referred to as the "Beneficial Owners". The ----------------- Beneficial Owners will not receive certificated bonds representing their beneficial ownership interests. Ownership name of the interests in Bonds in Authorized Denominations nominee for DTC will be evidencedshown on, and transfers of interests in the Bonds such ownership will be effectedeffected only through, on the records of the Securities Depository and the Direct Participants and Indirect Participants pursuant to rules and procedures established maintained by the Securities Depository. During a period in which the Book-Entry System is in effect for the Bonds the Issuer, the Trustee, the Users and the Remarketing Agent shall treat the Securities Depository (i) DTC or the Securities Depository Nominee as the only registered owner of the Bonds for all purposes under this Indenture including receipt of all principal of, purchase price of, premium its nominee (if any) and interest on the Bonds, receipt of notices, voting, and requesting or directing the Trustee or Issuer to take or not to take, or consenting to, certain actions under this Indenture. In the event the Securities Depository or the Securities Depository Nominee assigns its rights to consent or vote under this Indenture to any Direct Participant or Indirect Participant, the Issuer, the Trustee, the Users, and the Remarketing Agent shall treat such assignee or assignees as the only registered owner or owners of the 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 interests of DTC Participants), or (ii) DTC Participants or their nominees (with respect to the Securities Depository, or the Securities Depository Nominee, as provided in the Letter interests of Representation; provided, that payment clients 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. 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 DTC 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 governed by arrangements among the Securities Depository, Direct Participants, Indirect Participants and the Beneficial Owners, subject to any statutory and regulatory requirements as may be in effect from time to time. For every transfer and exchange of beneficial ownership in the Bonds, the Beneficial Owners may be charged a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto.

Book-Entry System. (a) The Prior to the issuance of a Series of Bonds, the Community Facilities District may provide that such Series of Bonds shall initially be issued as Book- Entry Bonds, and in such event, the Bonds of such Series for each maturity date shall be in the form of a separate single fully-registered Bond (which may be typewritten). Upon initial issuance, the ownership of each such Bond of such Series shall be registered in the Registration Books in the name of the Nominee, as nominee of the Depository. The Series 2024 Bonds shall initially be issued pursuant as Book-Entry Bonds. (b) With respect to Book-Entry Bonds, the Community Facilities District and the Trustee shall have no responsibility or obligation to any Participant or to any Person on behalf of which such a Participant holds an interest in such Book-Entry Bonds. Without limiting the immediately preceding sentence, the Community Facilities District and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, the Nominee or any Participant with respect to any ownership interest in Book-Entry Bonds, (ii) the delivery to any Participant or any other Person, other than an Owner as shown in the Registration Books, of any notice with respect to Book-Entry Bonds, including any notice of redemption, (iii) the selection by the Depository and its Participants of the beneficial interests in Book-Entry Bonds of a maturity to be redeemed in the event such Book-Entry Bonds are redeemed in part, (iv) the payment to any Participant or any other Person, other than an Owner as shown in the Registration Books, of any amount with respect to principal of, or premium, if any, or interest on Book-Entry Bonds, or (v) any consent given or other action taken by the Depository as Owner. (c) The Community Facilities District and the Trustee may treat and consider the Person in whose name each Book-Entry Bond is registered in the Registration Books as the absolute Owner of such Book-Entry Bond for the purpose of payment of principal of, and premium, if any, and interest on such Bond, for the purpose of selecting any Bonds, or portions thereof, to be redeemed, for the purpose of giving notices of redemption and other matters with respect to such Book-Entry Bond, for the purpose of registering transfers with respect to such Book-Entry Bond, for the purpose of obtaining any consent or other action to be taken by Owners and for all other purposes whatsoever, and the Community Facilities District and the Trustee shall not be affected by any notice to the contrary. (d) In the event of a redemption of all or a portion of a Book-Entry System administered Bond, the Depository, in its discretion (i) may request the Trustee to authenticate and deliver a new Book-Entry Bond, or (ii) if the Depository is the sole Owner of such Book-Entry Bond, shall make an appropriate notation on the Book-Entry Bond indicating the date and amounts of the reduction in principal thereof resulting from such redemption, except in the case of final payment, in which case such Book-Entry Bond must be presented to the Trustee prior to payment. (e) The Trustee shall pay all principal of, and premium, if any, and interest on the Book-Entry Bonds only to or “upon the order of (as that term is used in the Uniform Commercial Code as adopted in the State) the respective Owner, as shown in the Registration Books, or such Owner’s respective attorney duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the obligations with respect to payment of principal of, and premium, if any, and interest on the Book-Entry Bonds to the extent of the sum or sums so paid. No Person other than an Owner, as shown in the Registration Books, shall receive an authenticated Book-Entry Bond. Upon delivery by the Securities Depository to the Owners, the Community Facilities District and the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of the Nominee, and subject to the provisions herein with respect to Record Dates, the word Nominee in this Indenture shall refer to such nominee of the Depository. (f) In order to qualify the Book-Entry Bonds for the Depository’s book-entry system, the Community Facilities District shall execute and deliver to the Depository a Letter of Representations. The execution and delivery of a Letter of Representations shall not in any way impose upon the Community Facilities District or the Trustee any obligation whatsoever with respect to Persons having interests in such Book-Entry Bonds other than the Owners, as shown on the Registration Books. Such Letter of Representations may provide the time, form, content and manner of transmission, of notices to the Depository. In addition to the execution and delivery of a Letter of Representations by the Community Facilities District, the Community Facilities District and the Trustee shall take such other actions, not inconsistent with this Indenture, as are reasonably necessary to qualify Book-Entry Bonds for the Depository’s book-entry program. (g) In the event the Community Facilities District determines that it is in the best interests of the Beneficial Owners that they be able to obtain certificated Bonds and that such Bonds should therefore be made available and notifies the Depository and the Trustee of such determination, the Depository will notify the Participants of the availability through the Depository of certificated Bonds. In such event, the Trustee shall transfer and exchange certificated Bonds as requested by the Depository and any other Owners in appropriate amounts. In the event (i) the Depository determines not to continue to act as securities depository for Book-Entry Bonds, or (ii) the Depository shall no longer so act and gives notice to the Trustee of such determination, then the Community Facilities District shall discontinue the Book-Entry system with the Depository. If the Community Facilities District determines to replace the Depository with no physical distribution another qualified securities depository, the Community Facilities District shall prepare or direct the preparation of any a new single, separate, fully registered Bond to any person. One Bond of the appropriate Series for the each maturity will be issueddate of such Book-Entry Bonds, registered in the name of such successor or substitute qualified securities depository or its nominee. If the Securities Depository NomineeCommunity Facilities District fails to identify another qualified securities depository to replace the Depository, 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 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 then the Book-Entry System is Bonds shall no longer be restricted to being registered in effect for the Registration Books in the name of the Nominee, but shall be registered in whatever name or names the Owners transferring or exchanging such Bonds shall designate, in accordance with the Issuerprovisions of Sections 2.06, 2.08 and 2.09. Whenever the Depository requests the Community Facilities District to do so, the Trustee, Community Facilities District shall cooperate with the Users and the Remarketing Agent shall treat the Securities Depository in taking appropriate action after reasonable notice (i) to make available one or the Securities Depository Nominee as the only registered owner of the Bonds for all purposes under this Indenture including receipt of all principal of, purchase price of, premium (if any) and interest on the Bonds, receipt of notices, voting, and requesting or directing the Trustee or Issuer to take or not to take, or consenting to, certain actions under this Indenture. In the event the Securities Depository or the Securities Depository Nominee assigns its rights to consent or vote under this Indenture to any Direct Participant or Indirect Participant, the Issuer, the Trustee, the Users, and the Remarketing Agent shall treat such 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 more separate certificates evidencing the Book-Entry System Bonds to any Participant having Book-Entry Bonds credited to its account with the Depository, and (ii) to arrange for another securities depository to maintain custody of certificates evidencing the Book-Entry Bonds. (h) Notwithstanding any other provision of this Indenture to the contrary, if the Depository is the sole Owner of the Bonds of a Series, so long as any Book-Entry Bond of such Series is registered in effect for the Bondsname of the Nominee, all payments of principal, purchase price, interestprincipal of, and redemption premium, if any, and interest on such Book-Entry Bond and all notices with respect to the Bonds will such Book-Entry Bond shall be paid by the Trustee directly to the Securities Depositorymade and given, or the Securities Depository Nomineerespectively, as provided in the Letter of Representation; provided, that payment of Representations or as otherwise instructed by the principal of Depository. (premium, if anyi) and interest on such Bonds due at final maturity In connection with any notice or upon redemption in whole of any of such Bonds shall other communication to be made only upon surrender thereof at provided to Owners pursuant to this Indenture by the Principal Office of Community Facilities District or the Trustee. The Securities Depository and the Direct Participants and the Indirect Participants shall , with respect to any consent or other action to be responsible 57 for the disbursement taken by Owners 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 andBook-Entry Bonds, 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 establish a record date for such consent or other action and effectual to satisfy and discharge give the liability Depository notice of the Issuer and the Trustee such record date not less than 15 calendar days in advance of such record date 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 Participantspossible. (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 governed by arrangements among the Securities Depository, Direct Participants, Indirect Participants and the Beneficial Owners, subject to any statutory and regulatory requirements as may be in effect from time to time. For every transfer and exchange of beneficial ownership in the Bonds, the Beneficial Owners may be charged a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto.

Book-Entry System. All Atlas Series H Preferred Shares will be represented by a single certificate issued to The Depository Trust Company (a) The Bonds shall be initially issued pursuant to a Book-Entry System administered and its successors or assigns or any other securities depository selected by Atlas), or the Securities Depository with no physical distribution Depository, and registered in the name of any Bond its nominee (initially, Cede & Co.). The Atlas Series H Preferred Shares will continue to any person. One Bond for the maturity will be issued, represented by a single certificate registered in the name of the Securities Depository Nomineeor its nominee, and immobilized in no holder of the custody 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 such and ▇▇▇▇▇ has not selected a substitute Securities Depository within 60 calendar days thereafter. Payments and communications made by Atlas to holders of the Atlas Series H Preferred Shares will be duly made by making payments to, and communicating with, the Securities Depository. Beneficial ownership interests in the Bonds may be purchased by or through Direct Participants. The Accordingly, unless certificates are available to holders of these beneficial ownership interests in the Bonds are referred to as Atlas Series H Preferred Shares, each holder of Atlas Series H Preferred Shares must rely on (a) the "Beneficial Owners". The ----------------- Beneficial Owners will not receive certificated bonds representing their beneficial ownership interests. Ownership procedures of the interests in Bonds in Authorized Denominations will be evidencedSecurities Depository and its participants to receive dividends, distributions, any redemption price, liquidation preference and notices, and transfers to direct the exercise of interests in the Bonds will be effectedany voting or nominating rights, on with respect to such Atlas Series H Preferred Shares and (b) the records of the Securities Depository and the Direct Participants and Indirect Participants pursuant its participants to rules and procedures established by the Securities Depositoryevidence its ownership of such Atlas Series H Preferred Shares. During a period in which the Book-Entry System is in effect for the Bonds the IssuerThe Depository Trust Company, the Trustee, the Users and the Remarketing Agent shall treat the Securities Depository or the Securities Depository Nominee as the only registered owner of the Bonds for all purposes under this Indenture including receipt of all principal of, purchase price of, premium (if any) and interest on the Bonds, receipt of notices, voting, and requesting or directing the Trustee or Issuer to take or not to take, or consenting to, certain actions under this Indenture. In the event the Securities Depository or the Securities Depository Nominee assigns its rights to consent or vote under this Indenture to any Direct Participant or Indirect Participant, the Issuer, the Trustee, the Users, and the Remarketing Agent shall treat such assignee or assignees as the only registered owner or owners of the 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 initial Securities Depository, or the Securities 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 Nominee, as provided in the Letter of Representation; 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 TrusteeTrust Company. The Securities Depository and the Direct Participants and the Indirect Participants shall be responsible 57 for the disbursement maintains lists of such payments to the Beneficial Owners. The Securities Depository will disburse such payments to Direct its participants and such payments will maintain the positions (i.e. ownership interests) held by its participants in turn be remitted by Direct Participants andthe Atlas Series H Preferred Shares, 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 whether as a holder of the Issuer Atlas Series H Preferred Shares for its own account or the Trustee shall be valid and effectual to satisfy and discharge the liability as a nominee for another holder 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 ParticipantsAtlas Series H Preferred Shares. (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 governed by arrangements among the Securities Depository, Direct Participants, Indirect Participants and the Beneficial Owners, subject to any statutory and regulatory requirements as may be in effect from time to time. For every transfer and exchange of beneficial ownership in the Bonds, the Beneficial Owners may be charged a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto.

Book-Entry System. (a) The Notwithstanding anything to the contrary herein, so long as any series of the Series 2015 Bonds shall be initially issued are being held under a book-entry system pursuant to a Book-Entry System administered by the Securities Depository with no physical distribution this Section 3.18, transfers of any Bond to any person. One Bond for the maturity will be issued, registered in the name of 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 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 such Bonds will be effected, on the records of the Securities Depository and the Direct Participants and Indirect Participants effected pursuant to rules and procedures established by the Securities Depository. During The Series 2015 Bonds shall be initially issued under a period book- entry system and shall be held thereunder except as provided in which this Section 3.18. The Series 2015 Bonds shall be initially issued in the Book-Entry System is form of a separate, authenticated, fully registered Series 2015 Bond for each maturity in effect for a principal amount equal to the Bonds amount of such maturity, and shall be registered on the Issuer, Register in the Trustee, the Users and the Remarketing Agent shall treat name of the Securities Depository or Nominee. So long as the book-entry system is in effect, the Securities Depository Nominee will be recognized as the only registered owner Holder of the Series 2015 Bonds for all the purposes under this Indenture including receipt of all (i) paying the principal of, purchase price of, premium (if any) and interest on the Bonds, receipt of notices, voting, and requesting or directing the Trustee or Issuer to take or not to take, or consenting to, certain actions under this Indenture. In the event the Securities Depository or the Securities Depository Nominee assigns its rights to consent or vote under this Indenture to any Direct Participant or Indirect Participant, the Issuer, the Trustee, the Users, and the Remarketing Agent shall treat such assignee or assignees as the only registered owner or owners of the 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, 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 (v) requesting any consent or other action to be taken by the Holders, and for all other purposes whatsoever, and neither the Trustee nor the Corporation shall be affected by any notice to the contrary. Neither the Trustee nor the Corporation shall have any responsibility or obligation to any Participant, any beneficial owner of Series 2015 Bonds or any other person claiming a beneficial ownership interest in the Series 2015 Bonds under or through the Securities Depository or any Participant, or any other person which is not shown on the Register as being a Holder of Series 2015 Bonds with respect to (i) the Bonds will be paid accuracy of any records maintained by the Trustee directly Securities Depository or any Participant, (ii) the payment to the Securities Depository, any Participant or the Securities Depository Nominee, as provided any beneficial owner of Series 2015 Bonds of any amount in the Letter of Representation; provided, that payment respect of the principal of (of, premium, if any, or interest on the Series 2015 Bonds, (iii) any notice which is permitted or required to be given to Holders under this Trust Agreement, (iv) the selection by the Securities Depository or any Participant or any other person to receive payment in the event of a partial redemption of the Series 2015 Bonds or (v) any other action taken by the Securities Depository as Holder of the Series 2015 Bonds. The Trustee shall pay all principal of and premium, if any, and interest on such the Series 2015 Bonds due at final maturity or upon redemption in whole of any of such Bonds shall be made only upon surrender thereof at the Principal Office of the Trustee. The Securities Depository and the Direct Participants and the Indirect Participants shall be responsible 57 for the disbursement of such payments to the Beneficial Owners. The Securities Depository will disburse such payments to Direct participants and such payments will in turn be remitted by Direct Participants and, where appropriate, Indirect Participants, to the Beneficial Owners. All such payments to the Securities Depository or the Securities Depository Nominee of principal ofNominee, purchase price ofas the case may be, premium (if any) and interest on the Bonds on behalf of the Issuer or the Trustee all such payments shall be valid and effectual to fully satisfy and discharge the liability obligations with respect to the principal of and premium, if any, and interest on the Issuer and the Trustee Series 2015 Bonds to the extent of the amounts 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 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 IssuerCorporation 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 Users, the Remarketing Agent Corporation shall execute and the Trustee shall not be responsible or liable for payment to any Beneficial Owner authenticate, register and deliver physical Series 2015 Bonds as requested by the Securities Depository or by any Direct Participant or beneficial owner of Series 2015 Bonds in appropriate authorized denominations in exchange for the Series 2015 Bonds registered in the name of Securities Depository Nominee. Notwithstanding any other provision of this Trust Agreement to the contrary, so long as the Series 2015 Bonds are registered in the name of Cede & Co., as Securities Depository Nominee, all payments with respect to the 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 Corporation or the Trustee with respect to any Indirect Participantconsent or other action to be taken by the Holders, the Corporation or the Trustee, as the case may be, shall establish a record date for sending transaction statements such consent or for maintaining, supervising or reviewing records maintained by other action and give the Securities Depository or Direct Participants or Indirect Direct Participantsnotice of such record date not less than 15 days in advance of such record date to the extent possible. Section 3.19. [Reserved]. (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 governed by arrangements among the Securities Depository, Direct Participants, Indirect Participants and the Beneficial Owners, subject to any statutory and regulatory requirements as may be in effect from time to time. For every transfer and exchange of beneficial ownership in the Bonds, the Beneficial Owners may be charged a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto.

Book-Entry System. All Atlas Series I Preferred Shares will be represented by a single certificate issued to The Depository Trust Company (a) The Bonds shall be initially issued pursuant to a Book-Entry System administered and its successors or assigns or any other securities depository selected by Atlas), or the Securities Depository with no physical distribution Depository, and registered in the name of any Bond its nominee (initially, Cede & Co.). The Atlas Series I Preferred Shares will continue to any person. One Bond for the maturity will be issued, represented by a single certificate registered in the name of the Securities Depository Nomineeor its nominee, and immobilized in no holder of the custody 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 such and ▇▇▇▇▇ has not selected a substitute Securities Depository within 60 calendar days thereafter. Payments and communications made by Atlas to holders of the Atlas Series I Preferred Shares will be duly made by making payments to, and communicating with, the Securities Depository. Beneficial ownership interests in the Bonds may be purchased by or through Direct Participants. The Accordingly, unless certificates are available to holders of these beneficial ownership interests in the Bonds are referred to as Atlas Series I Preferred Shares, each holder of Atlas Series I Preferred Shares must rely on (a) the "Beneficial Owners". The ----------------- Beneficial Owners will not receive certificated bonds representing their beneficial ownership interests. Ownership procedures of the interests in Bonds in Authorized Denominations will be evidencedSecurities Depository and its participants to receive dividends, distributions, any redemption price, liquidation preference and notices, and transfers to direct the exercise of interests in the Bonds will be effectedany voting or nominating rights, on with respect to such Atlas Series I Preferred Shares and (b) the records of the Securities Depository and the Direct Participants and Indirect Participants pursuant its participants to rules and procedures established by the Securities Depositoryevidence its ownership of such Atlas Series I Preferred Shares. During a period in which the Book-Entry System is in effect for the Bonds the IssuerThe Depository Trust Company, the Trustee, the Users and the Remarketing Agent shall treat the Securities Depository or the Securities Depository Nominee as the only registered owner of the Bonds for all purposes under this Indenture including receipt of all principal of, purchase price of, premium (if any) and interest on the Bonds, receipt of notices, voting, and requesting or directing the Trustee or Issuer to take or not to take, or consenting to, certain actions under this Indenture. In the event the Securities Depository or the Securities Depository Nominee assigns its rights to consent or vote under this Indenture to any Direct Participant or Indirect Participant, the Issuer, the Trustee, the Users, and the Remarketing Agent shall treat such assignee or assignees as the only registered owner or owners of the 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 initial Securities Depository, or the Securities 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 Nominee, as provided in the Letter of Representation; 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 TrusteeTrust Company. The Securities Depository and the Direct Participants and the Indirect Participants shall be responsible 57 for the disbursement maintains lists of such payments to the Beneficial Owners. The Securities Depository will disburse such payments to Direct its participants and such payments will maintain the positions (i.e. ownership interests) held by its participants in turn be remitted by Direct Participants andthe Atlas Series I Preferred Shares, 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 whether as a holder of the Issuer Atlas Series I Preferred Shares for its own account or the Trustee shall be valid and effectual to satisfy and discharge the liability as a nominee for another holder 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 ParticipantsAtlas Series I Preferred Shares. (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 governed by arrangements among the Securities Depository, Direct Participants, Indirect Participants and the Beneficial Owners, subject to any statutory and regulatory requirements as may be in effect from time to time. For every transfer and exchange of beneficial ownership in the Bonds, the Beneficial Owners may be charged a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto.

Book-Entry System. (a) The Bonds Notes shall be initially issued pursuant to a Book-Entry System administered by the Securities Depository with no physical distribution of any Bond Note to any person. One Bond Note for the each maturity will be issued, registered in the name of the Securities Depository Nominee, and immobilized in the custody of the Securities Depository. Beneficial ownership interests in the Bonds Notes may be purchased by or through Direct Participants. The holders of these beneficial ownership interests in the Bonds Notes are referred to as the "Beneficial Owners". The ----------------- Beneficial Owners will not receive certificated bonds notes representing their beneficial ownership interests. Ownership of the interests in Bonds Notes in Authorized Denominations will be evidenced, and transfers of interests in the Bonds 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-Book- Entry System is in effect for the Bonds Notes the Issuer, the Trustee, the Users and the Remarketing Agent shall treat the Securities Depository or the Securities Depository Nominee as the only registered owner of the Bonds Notes for all purposes under this Indenture including receipt of all principal of, purchase price of, premium (if any) and interest on the BondsNotes, receipt of notices, voting, and requesting or directing the Trustee or Issuer to take or not to take, or consenting to, certain actions under this Indenture. In the event the Securities Depository or the Securities Depository Nominee assigns its rights to consent or vote under this Indenture to any Direct Participant or Indirect Participant, the Issuer, the Trustee, the Users, and the Remarketing Agent shall treat such assignee or assignees as the only registered owner or owners of the Bonds 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 BondsNotes, payments of principal, purchase price, interest, and redemption premium, if any, with respect to the Bonds Notes will be paid by the Trustee directly to the Securities Depository, or the Securities Depository Nominee, as provided in the Letter of Representation; provided, that payment of the principal of (premium, if any) and interest on such Bonds Notes due at final maturity or upon redemption in whole of any of such Bonds Notes shall be made only upon surrender thereof at the Principal Office principal office of the Trustee. The Securities Depository and the Direct Participants and the Indirect Participants shall be responsible 57 for the disbursement of such payments to the Beneficial Owners. The Securities Depository will disburse such payments to Direct participants 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 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 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 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 BondsNotes, will be governed by arrangements among the Securities Depository, Direct Participants, Indirect Participants and the Beneficial Owners, subject to any statutory and regulatory requirements as may be in effect from time to time. For every transfer and exchange of beneficial ownership in the BondsNotes, the Beneficial Owners may be charged a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto. (d) Redemption notices respecting the Notes held by the Securities Depository shall be sent to the Securities Depository Nominee by the Trustee and redemption of Notes shall be effected as provided in Article V. (e) A Beneficial Owner shall give notice of its election to have its interests in the Notes purchased through its Direct Participant or Indirect Participant to the Securities Depository Nominee and then to the Trustee as provided in this Indenture and shall effect delivery of such interest by causing said Direct Participant or Indirect Participant to transfer the interest of such Beneficial Owner in the Notes to the Trustee (or Tender Agent) on the records of the Securities Depository. The requirement for physical delivery of Notes in connection with an Optional Tender or a Mandatory Tender will be satisfied when the ownership rights in the Notes are transferred on the records of the Securities Depository. (f) In the event that (1) the Securities Depository ceases to act as the securities depository for the Notes or (2) the Issuer determines that the continuation of the Book-Entry System for the Notes would adversely affect the interests of the Beneficial Owners of the Notes, the Issuer shall discontinue the Book-Entry System. If the Issuer fails to appoint another qualified securities depository to replace the then acting Securities Depository, the Issuer will cause the Trustee to authenticate and deliver fully registered certificated Notes to each Beneficial Owner in evidence of the ownership interests thereof. If the Book-Entry System is discontinued, payments to and transfers by the Beneficial Owners shall be governed by the provisions set forth in this Indenture with respect thereto. (g) The Issuer and the Remarketing Agent may enter into a custody agreement with any bank or trust company serving as custodian (which may be the Trustee serving in the capacity of custodian) to provide for a Book-Entry System or similar method for the registration and transfer of the Notes. (h) During the period in which a Book-Entry System is in effect for the Notes in accordance herewith, the provisions of this Indenture and the Notes shall be construed in accordance with the Letter of Representation and to give full effect to such Book-Entry System. (i) The Beneficial Owners of all the Notes, by their acquisition of any beneficial interest in a Note or Notes, and the Securities Depository, the Securities Depository Nominee, and all Direct Participants and all Indirect Participants severally agree that the Issuer, the Issuer, the Remarketing Agent, and the Trustee shall not have any responsibility or obligation to any Direct Participant or any Indirect Participant or any Beneficial Owner with respect to (1) the accuracy of any records maintained by the Securities Depository or any Direct Participant or any Indirect Participant; (2) the payment by the Securities Depository or any Direct Participant or any Indirect Participant of any amount due to any Beneficial Owner in respect of the principal of, purchase price of, premium (if any) and 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 Notes at any time upon notice to the Issuer, the Remarketing 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 time by reasonable notice to the Securities Depository and to the Beneficial Owners. In the event the Book-Entry System for the Notes is discontinued, Notes in certificated form in Authorized Denominations will be physically distributed to the Beneficial Owners thereof and the Notes will be registered in the names of the owners thereof on the Note Register and the Trustee will make payments of principal of, purchase price of, premium (if any) and interest on the Notes to the registered owners thereof as provided in the Notes and this Indenture.