Common use of Book-Entry System Clause in Contracts

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 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 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. Upon written notice of such election from the Issuer, 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 and the Trustee). The Bondholder Representative may elect from time to time to discontinue the Book-Entry System solely for purposes of the Bonds it beneficially owns by providing a written notice to the Trustee at least 30 days prior to the effective date of such election. (d) Upon the discontinuance of the maintenance of the Bonds under a Book-Entry System, the Issuer will cause Bonds to be issued directly to the Beneficial Owners of such Bonds, or their designees, as further described below. In such event, the Trustee shall make provisions to notify Participants and the Beneficial Owners, by mailing an appropriate notice to the Securities Depository, or by other means deemed appropriate by the Trustee, that Bonds will be directly issued to the Beneficial Owners thereof as of a date set forth in such notice, which shall be a date at least 10 days after the date of mailing of such notice (or such fewer number of days as shall be acceptable to the Securities Depository and the Trustee). Upon such event, the Issuer, at the expense of the Borrower, or, if requested by the Bondholder Representative, at its expense, shall promptly have prepared Bonds in certificated form registered in the names of the Beneficial Owners thereof shown on the records of the Participants provided to the Trustee, as of the date set forth in the notice described above. Bonds issued to the Beneficial Owners, or their designees, shall be in fully registered form substantially in the forms set forth in Exhibit A or Exhibit H, as applicable. In such event, this Indenture may be amended as the parties deem necessary pursuant to Section 13.1(f) hereof in order to reflect the use of certificated Bonds. (e) If any Securities Depository is replaced as the depository for the Bonds with another qualified Securities Depository, the Issuer, at the expense of the Borrower, will issue Bonds to the replacement Securities Depository Bonds substantially in the forms set forth in Exhibit A or Exhibit H, as applicable registered in the name of such replacement Securities Depository. (f) The Issuer, the Borrower and the Trustee 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 liable for the failure of any Participant, Indirect Participant or other nominee of any Beneficial Owner of any Bonds to perform any obligation that such Participant, Indirect Participant or other nominee may incur to any Beneficial Owner. (g) The terms and provisions of a letter of representations between the Issuer and the Securities Depository are incorporated herein by reference and, in the event there shall exist any inconsistency between the substantive provisions of the Letter of Representations and any provisions of this Indenture, then, for as long as the initial Securities Depository shall serve with respect to the Bonds, the terms of the Letter of Representations shall govern. The Trustee shall comply with all 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.

Book-Entry System. (a) The Bonds may be issued pursuant to a Book- Entry System administered by Depositary has made arrangements for 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 acceptance 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-15ADSs into DTC. 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 All ADSs held through DTC will be 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 Nomineenominee for DTC (currently “Cede & Co.”). The Book-Entry System As such, the nominee for DTC will be maintained the only “Holder” of all ADSs held through DTC. Unless issued by the Securities Depository and Depositary as Uncertificated ADSs, the participants and indirect participants and ADSs registered in the name of Cede & Co. will evidence beneficial ownership be evidenced by a single ADR in the form of a “Balance Certificate,” which will provide that it represents the Bonds aggregate number of ADSs from time to time indicated in Authorized Denominations, with transfers of ownership effected on 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 participants “Balance Certificate” as custodian for DTC. Each Beneficial Owner of ADSs held through DTC must rely upon the procedures of DTC and the indirect participants pursuant DTC Participants to rules 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 procedures established by authority to act on behalf of the Securities Depository, Beneficial Owners of the Participants ADSs held in the DTC Participants’ respective accounts in DTC and the Indirect Participants. The principal or purchase price Depositary shall for all purposes be authorized to rely upon any instructions and information given to it by DTC Participants on behalf 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 representativeBeneficial Owners of ADSs. So long as ADSs are held through DTC or unless otherwise required by law, ownership of beneficial interests in the Book-Entry System is ADSs registered in effect, the Securities Depository name of the nominee for DTC 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 Depositoryshown on, and transfers or exchanges, payments of principal, purchase price, interest and any premium and notices to Beneficial Owners such ownership 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 exchangeseffected only through, 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 time elect (i) DTC or its nominee (with respect to provide for the replacement interests of any Securities Depository as the depository for the Bonds with another qualified Securities DepositoryDTC Participants), or (ii) to discontinue the 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 (or such fewer number of days as shall be acceptable to such Securities Depository and the Trustee). The Bondholder Representative may elect from time to time to discontinue the Book-Entry System solely for purposes of the Bonds it beneficially owns by providing a written notice to the Trustee at least 30 days prior to the effective date of such election. (d) Upon the discontinuance of the maintenance of the Bonds under a Book-Entry System, the Issuer will cause Bonds to be issued directly to the Beneficial Owners of such Bonds, DTC Participants or their designees, as further described below. In such event, the Trustee shall make provisions to notify Participants and the Beneficial Owners, by mailing an appropriate notice to the Securities Depository, or by other means deemed appropriate by the Trustee, that Bonds will be directly issued to the Beneficial Owners thereof as of a date set forth in such notice, which shall be a date at least 10 days after the date of mailing of such notice nominees (or such fewer number of days as shall be acceptable to the Securities Depository and the Trustee). Upon such event, the Issuer, at the expense of the Borrower, or, if requested by the Bondholder Representative, at its expense, shall promptly have prepared Bonds in certificated form registered in the names of the Beneficial Owners thereof shown on the records of the Participants provided to the Trustee, as of the date set forth in the notice described above. Bonds issued to the Beneficial Owners, or their designees, shall be in fully registered form substantially in the forms set forth in Exhibit A or Exhibit H, as applicable. In such event, this Indenture may be amended as the parties deem necessary pursuant to Section 13.1(f) hereof in order to reflect the use of certificated Bonds. (e) If any Securities Depository is replaced as the depository for the Bonds with another qualified Securities Depository, the Issuer, at the expense of the Borrower, will issue Bonds to the replacement Securities Depository Bonds substantially in the forms set forth in Exhibit A or Exhibit H, as applicable registered in the name of such replacement Securities Depository. (f) The Issuer, the Borrower and the Trustee 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 liable for the failure of any Participant, Indirect Participant or other nominee of any Beneficial Owner of any Bonds to perform any obligation that such Participant, Indirect Participant or other nominee may incur to any Beneficial Owner. (g) The terms and provisions of a letter of representations between the Issuer and the Securities Depository are incorporated herein by reference and, in the event there shall exist any inconsistency between the substantive provisions of the Letter of Representations and any provisions of this Indenture, then, for as long as the initial Securities Depository shall serve with respect to the Bonds, the terms interests of the Letter clients 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 6.14DTC Participants). (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.

Book-Entry System. The Project Bonds shall be initially issued in the name of “Cede & Co.,” as nominee for The Depository Trust Company (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 “DTC”), 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 registered owner 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 Project Bonds, one Bond for each Series and held in the aggregate principal amount custody of each maturity of such Bonds DTC. A single Bond certificate will be issued and deposited with delivered to DTC. The actual purchasers of the Securities Depository Project Bonds (the “Beneficial Owners”) will not receive physical delivery of Bond certificates except as provided herein. For so long as DTC shall continue to serve as securities depository for the Project Bonds as provided herein, all transfers of beneficial ownership interests will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of Project Bonds is to receive, hold or deliver any Bond certificate. For every transfer and exchange of Bonds, the Beneficial Owner may be charged a sum sufficient to cover such Beneficial Owner’s allocable share of any tax, fee or other governmental charge that may be imposed in relation thereto. Bond certificates are required to be held in its custody. Such Bond or Bonds shall be delivered to and registered in the name of the Securities Depository Nominee. The Book-Entry System will be maintained by Beneficial Owner under the Securities Depository and the participants and indirect participants and will evidence beneficial ownership of the Bonds in Authorized Denominations, following circumstances: (a) DTC determines to discontinue providing its service 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 respect 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 representativeBonds. 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 Such a determination may 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 time elect (i) by giving 30 days’ notice to provide for the replacement of any Securities Depository as the depository for the Bonds with another qualified Securities Depository, or (ii) to discontinue the maintenance of the Bonds under a Book-Entry System. Upon written notice of such election from the Issuer, 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 Borrower and the Trustee). The Bondholder Representative may elect from time to time Trustee and discharging its responsibilities with respect thereto under any applicable law; or (b) the Borrower determines to discontinue the Booksystem of book-Entry System solely for purposes of the Bonds it beneficially owns by providing a written notice to the Trustee at least 30 days prior to the effective date of such election. (d) Upon the discontinuance of the maintenance of the Bonds under a Book-Entry System, the Issuer will cause Bonds to be issued directly to the Beneficial Owners of such Bonds, or their designees, as further described below. In such event, the Trustee shall make provisions to notify Participants and the Beneficial Owners, by mailing an appropriate notice to the Securities Depository, or by other means deemed appropriate by the Trustee, that Bonds will be directly issued to the Beneficial Owners thereof as of a date set forth in such notice, which shall be a date at least 10 days after the date of mailing of such notice entry transfers through DTC (or such fewer number of days as shall be acceptable to the Securities Depository and the Trusteea successor securities depository). Upon such event, the Issuer, at the expense of the Borrower, or, if requested by the Bondholder Representative, at its expense, shall promptly have prepared Bonds in certificated form registered in the names of the Beneficial Owners thereof shown on the records of the Participants provided to the Trustee, as of the date set forth in the notice described above. Bonds issued to the Beneficial Owners, or their designees, shall be in fully registered form substantially in the forms set forth in Exhibit A or Exhibit H, as applicable. In such event, this Indenture may be amended as the parties deem necessary pursuant to Section 13.1(f) hereof in order to reflect the use of certificated Bonds. (e) If any Securities Depository is replaced as the depository for the Bonds with another qualified Securities Depository, the Issuer, at the expense of the Borrower, will issue Bonds to the replacement Securities Depository Bonds substantially in the forms set forth in Exhibit A or Exhibit H, as applicable registered in the name of such replacement Securities Depository. (f) The Issuer, the Borrower and the Trustee shall have no liability for the failure of any Securities Depository to perform will recognize DTC or its obligation to any Participant, any Indirect Participant or any Beneficial Owner of any Bonds, and none of them shall be liable for the failure of any Participant, Indirect Participant or other nominee of any Beneficial Owner of any Bonds to perform any obligation that such Participant, Indirect Participant or other nominee may incur to any Beneficial Owner. (g) The terms and provisions of a letter of representations between the Issuer and the Securities Depository are incorporated herein by reference and, in the event there shall exist any inconsistency between the substantive provisions of the Letter of Representations and any provisions of this Indenture, then, for as long as the initial Securities Depository shall serve with respect to the BondsBond owner for all purposes, the terms of the Letter of Representations shall governincluding notices and voting. 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 Trustee and the Trustee Underwriter may conclusively rely conclusively upon on (1A) a certificate of the Securities Depository DTC as to the identity of the Participants participants in the Bookbook-Entry System; entry system, and (2B) a certificate of any Participant as to the identity of any Indirect Participant and (3) a certificate of any Participant or Indirect Participant such participants as to the identity of, and the respective principal amount amounts of Bonds beneficially owned by, the Beneficial Owners. Whenever, during the term of the Bonds, beneficial ownership thereof is determined by a book entry at DTC, the requirements in this Indenture of holding, delivering or transferring Bonds shall be deemed modified to require the appropriate person to meet the requirements of DTC as to registering or transferring the book entry to produce the same effect. The Trustee and the Issuer, at the direction and expense of the Borrower and with the written consent of the Underwriter, may from time to time appoint a successor securities depository and enter into an agreement with such successor securities depository, to establish procedures with respect to the Bonds not inconsistent with the provisions of this Indenture. Any successor securities depository shall be a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934, as amended. Neither the Issuer, the Borrower, the Trustee nor the Underwriter (except and only to the extent it is also a participant in the book-entry system) will have any responsibility or obligation to DTC, any participant in the book-entry system or the Beneficial Owners with respect to (i) the accuracy of any records maintained by DTC or any participant, (ii) the payment by DTC or any participant of any amount due to any Beneficial Owner with respect to the principal or purchase price or, the premium or interest on, any Bond, (iii) the delivery of any notice by DTC or any participant, (iv) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds, or (v) any other action taken by DTC or any participant. Notwithstanding anything in this Indenture to the contrary, the Issuer and the Trustee hereby agree as follows with respect to the Bonds, if and to the extent any Bond is registered in the name of “Cede & Co.” as nominee of DTC: (i) the Trustee shall give DTC all special notices required by the Representation Letter at the times, in the forms and by the means required by the Representation Letter; (ii) the Trustee shall make payments to Cede & Co. at the times and by the means specified in the Representations Letter; (iii) Cede & Co., shall not be required to surrender Bonds which have been partially paid or prepaid to the extent permitted by the Representation Letter; and (iv) the Trustee shall set a special record date (and shall notify the registered owners of the Bonds thereof in writing) prior to soliciting any Bondholder consent or vote, such notice to be given not less than 15 calendar days prior to such record date (any Bond transferred by a registered owner subsequent to the establishment of the special record date and prior to obtaining such consent or vote shall have attached to it a copy of the notice to Bondholders by the Trustee). If at any time DTC ceases to hold the Bonds, all references herein to DTC shall be of no further force and effect.

Book-Entry System. (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 Except as provided in this Section 4.8 (i6.6(c) if hereof, the Bonds are rated “A” without regard to modifier (or the equivalent) or better by a Rating Agency or (ii) upon direction registered owner of all of the Holder Series A Preferred Shares shall be 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 A Preferred Shares shall be registered in the name of Cede as nominee of DTC. (b) The Series A Preferred Shares shall be initially issued in the Securities Depository Nomineeform of a separate single fully registered certificate in the amount of the aggregate Liquidation Amount of the Series A Preferred Shares. The Book-Entry System will Trust shall make all payments with respect to the Series A Preferred Shares only to or upon the order of DTC, and all such payments shall be maintained by valid and effective to fully satisfy and discharge the Securities Depository and Trust's obligations with respect to the participants and indirect participants and will evidence beneficial ownership Series A Preferred Shares to the extent of the Bonds sum or sums so paid. Upon delivery by DTC to the Trust of written notice to the effect that DTC has determined to substitute a new nominee in Authorized Denominationsplace of Cede, with transfers of ownership effected on and subject to the records of the Securities Depositorytransfer provisions hereof, 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 word "Cede" in this Section 4.8(b)Trust Agreement shall refer to such new nominee of DTC. (c) The Issuer DTC may determine to discontinue providing its services with respect to the Series A Preferred Shares at any time elect by giving written notice to the Trust and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is not a successor securities depository), certificates representing the Series A Preferred Shares will be printed and delivered in such form and manner as the Board of Trustees may by resolution provide. The Board of Trustees, in its discretion and without the consent of any other Person, may terminate the services of DTC with respect to the Series A Preferred Shares if the Board of Trustees determines that: (i) DTC is unable to provide for discharge its responsibilities with respect to the replacement of any Securities Depository as the depository for the Bonds with another qualified Securities DepositorySeries A Preferred Shares, or (ii) to discontinue the maintenance a continuation 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 (or such fewer number of days as shall be acceptable to such Securities Depository and the Trustee). The Bondholder Representative may elect from time to time to discontinue the Book-Entry System solely for purposes requirement that all of the Bonds it beneficially owns by providing a written notice to the Trustee at least 30 days prior to the effective date of such election. (d) Upon the discontinuance of the maintenance of the Bonds under a Book-Entry System, the Issuer will cause Bonds to Series A Preferred Shares be issued directly to the Beneficial Owners of such Bonds, or their designees, as further described below. In such event, the Trustee shall make provisions to notify Participants and the Beneficial Owners, by mailing an appropriate notice to the Securities Depository, or by other means deemed appropriate by the Trustee, that Bonds will be directly issued to the Beneficial Owners thereof as of a date set forth in such notice, which shall be a date at least 10 days after the date of mailing of such notice (or such fewer number of days as shall be acceptable to the Securities Depository and the Trustee). Upon such event, the Issuer, at the expense of the Borrower, or, if requested by the Bondholder Representative, at its expense, shall promptly have prepared Bonds in certificated form registered in the names of registration books kept by the Beneficial Owners thereof shown on the records of the Participants provided to the Trustee, as of the date set forth in the notice described above. Bonds issued to the Beneficial Owners, or their designees, shall be in fully registered form substantially in the forms set forth in Exhibit A or Exhibit H, as applicable. In such event, this Indenture may be amended as the parties deem necessary pursuant to Section 13.1(f) hereof in order to reflect the use of certificated Bonds. (e) If any Securities Depository is replaced as the depository for the Bonds with another qualified Securities Depository, the Issuer, at the expense of the Borrower, will issue Bonds to the replacement Securities Depository Bonds substantially in the forms set forth in Exhibit A or Exhibit H, as applicable registered Trust in the name of such replacement Securities Depository. (f) The IssuerCede, the Borrower and the Trustee shall have no liability for the failure of any Securities Depository to perform its obligation to any Participant, any Indirect Participant or any Beneficial Owner of any Bonds, and none of them shall be liable for the failure of any Participant, Indirect Participant or other as nominee of any Beneficial Owner of any Bonds to perform any obligation that such ParticipantDTC, Indirect Participant or other nominee may incur to any Beneficial Owner. (g) The terms and provisions of a letter of representations between the Issuer and the Securities Depository are incorporated herein by reference and, is not in the event there shall exist any inconsistency between the substantive provisions best interest of the Letter Series A Preferred Shareholders. In the event that no successor securities depository is found by the Board of Representations Trustees, certificates representing the Series A Preferred Shares will be printed, executed and any provisions of this Indenture, then, for as long delivered in such form and manner as the initial Securities Depository shall serve with respect to the Bonds, the terms Board 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 6.14Trustees may by resolution provide. (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.

Book-Entry System. The Issuer may make appropriate arrangements for the Bonds (aor any portion thereof) The Bonds may to be issued pursuant to or held by means of a Book- Entry System book-entry system administered by the Securities Depository DTC with no physical distribution of Bond certificates Bonds made to be made except as provided the public (other than those Bonds, if any, not held under such book-entry system). References in this Section 4.8 (i) if 206 to a Bond or the Bonds are rated “A” without regard shall be construed to modifier (mean the Bond or the equivalent) or better by a Rating Agency or (ii) upon direction of Bonds that are held under 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-15system. 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 BondsIn such event, one Bond for each Series in the aggregate principal amount of each maturity of such Bonds will shall be issued to DTC and deposited with the Securities Depository to be held immobilized in its custody. Such Bond or Bonds A book-entry system shall be registered in the name of the Securities Depository Nominee. The Book-Entry System will be maintained by the Securities Depository and the participants and indirect participants and will evidence beneficial employed, evidencing ownership of the Bonds in Authorized Denominations, with transfers of beneficial ownership effected on the records of the Securities Depository, the participants DTC and the indirect participants DTC Participants pursuant to rules and procedures established by DTC. Each DTC Participant shall be credited in the Securities Depository, records of DTC with the Participants and amount of such DTC Participant's interest in the Indirect Bonds. Beneficial ownership interests in the Bonds may be purchased by or through DTC Participants. The principal or purchase price holders of and any premium on these beneficial ownership interests are hereinafter referred to as the "Beneficial Owners." The Beneficial Owners shall not receive Bonds representing their beneficial ownership interests. The ownership interests of each Bond Beneficial Owner shall be payable to recorded through the Securities Depository Nominee or any other person appearing on records of 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 purposesDTC Participant from which such Beneficial Owner purchased its Bonds. Transfers or exchangesof ownership interests in the Bonds shall be accomplished by book entries made by DTC and, payments in turn, by DTC Participants acting on behalf of Beneficial Owners. SO LONG AS CEDE & CO., AS NOMINEE FOR DTC, IS THE REGISTERED OWNER OF THE BONDS, THE TRUSTEE SHALL TREAT CEDE & CO. AS THE ONLY HOLDER OF THE BONDS FOR ALL PURPOSES UNDER THIS INDENTURE, INCLUDING RECEIPT OF ALL PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE BONDS, RECEIPT OF NOTICES, VOTING AND REQUESTING OR DIRECTING THE TRUSTEE TO TAKE OR NOT TO TAKE, OR CONSENTING TO, CERTAIN ACTIONS UNDER THIS INDENTURE. Payments of principal, purchase priceinterest, 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 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. Upon written notice of such election from the Issuer, 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 and the Trustee). The Bondholder Representative may elect from time to time to discontinue the Book-Entry System solely for purposes of the Bonds it beneficially owns by providing a written notice to the Trustee at least 30 days prior to the effective date of such election. (d) Upon the discontinuance of the maintenance of the Bonds under a Book-Entry System, the Issuer will cause Bonds to be issued directly to the Beneficial Owners of such Bonds, or their designees, as further described below. In such event, the Trustee shall make provisions to notify Participants and the Beneficial Owners, by mailing an appropriate notice to the Securities Depository, or by other means deemed appropriate by the Trustee, that Bonds will be directly issued to the Beneficial Owners thereof as of a date set forth in such notice, which shall be a date at least 10 days after the date of mailing of such notice (or such fewer number of days as shall be acceptable to the Securities Depository and the Trustee). Upon such event, the Issuer, at the expense of the Borrower, or, if requested by the Bondholder Representative, at its expense, shall promptly have prepared Bonds in certificated form registered in the names of the Beneficial Owners thereof shown on the records of the Participants provided to the Trustee, as of the date set forth in the notice described above. Bonds issued to the Beneficial Owners, or their designees, shall be in fully registered form substantially in the forms set forth in Exhibit A or Exhibit H, as applicable. In such event, this Indenture may be amended as the parties deem necessary pursuant to Section 13.1(f) hereof in order to reflect the use of certificated Bonds. (e) If any Securities Depository is replaced as the depository for the Bonds with another qualified Securities Depository, the Issuer, at the expense of the Borrower, will issue Bonds to the replacement Securities Depository Bonds substantially in the forms set forth in Exhibit A or Exhibit H, as applicable registered in the name of such replacement Securities Depository. (f) The Issuer, the Borrower and the Trustee 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 liable for the failure of any Participant, Indirect Participant or other nominee of any Beneficial Owner of any Bonds to perform any obligation that such Participant, Indirect Participant or other nominee may incur to any Beneficial Owner. (g) The terms and provisions of a letter of representations between the Issuer and the Securities Depository are incorporated herein by reference and, in the event there shall exist any inconsistency between the substantive provisions of the Letter of Representations and any provisions of this Indenture, then, for as long as the initial Securities Depository shall serve purchase price with respect to the Bonds, so long as DTC is the terms only owner of the Bonds, shall be paid by the Trustee directly to DTC or its nominee, Cede & Co. as provided in the Letter of Representations shall govern. The Trustee shall comply with all Representation from the rules, regulations, policies and procedures of the Securities Depository in order to effectuate the provisions and intent of this IndentureIssuer, the Issuer Remarketing Agents and the Bondholder RepresentativeTrustee and as Tender Agent and Paying Agent to DTC (the "Letter of Representation") with respect to the Bonds. DTC shall remit such payments to DTC Participants, including, without limitation, and such payments thereafter shall be paid by DTC Participants to the obligation to make all required elections to ensure the pro rata partial redemption payments required in Section 6.14. (h) Beneficial Owners. The Issuer, the Borrower Tender Agent 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 shall not be responsible or Indirect Participant as to the identity ofliable for payment by DTC or DTC Participants, and the respective principal amount of Bonds beneficially owned by, the Beneficial Owners.for sending transaction

Book-Entry System. (a) The Bonds may be issued pursuant Company and the Depositary shall make application to a Book- Entry System administered by the Securities Depository with no physical distribution DTC for acceptance 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 brokerGDSs in its book-dealer subject entry settlement system. The Company hereby appoints the Depositary acting through any authorized officer thereof as its attorney-in-fact, with full power to MSRB Rule G-15. delegate, for purposes of executing any agreements, certifications or an Affiliate thereof that agrees other instruments or documents necessary or desirable in order to abide by MSRB Rule G-15. (b) So long as a Book-Entry System is in effect the acceptance of the GDSs for DTC eligibility, including but not limited to the BondsLetter of Representations, one Bond for each Series in the aggregate principal amount of each maturity of form attached hereto as Exhibit A, with such Bonds will be 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 modifications as are agreed by the Securities Depository Company 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 representativeparties thereto. So long as the Book-Entry System is in effectGDSs are eligible for book-entry settlement with DRC, the Securities Depository will be recognized as the sole Bondholder for all purposes. Transfers or exchangesunless otherwise required by law, 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 GDSs 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 represented 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 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. Upon written notice of such election from the Issuer, 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 and the Trustee). The Bondholder Representative may elect from time to time to discontinue the Book-Entry System solely for purposes of the Bonds it beneficially owns by providing a written notice to the Trustee at least 30 days prior to the effective date of such election. (d) Upon the discontinuance of the maintenance of the Bonds under a Book-Entry System, the Issuer will cause Bonds to be issued directly to the Beneficial Owners of such Bonds, or their designees, as further described below. In such event, the Trustee shall make provisions to notify Participants and the Beneficial Owners, by mailing an appropriate notice to the Securities Depository, or by other means deemed appropriate by the Trustee, that Bonds will be directly issued to the Beneficial Owners thereof as of a date set forth in such notice, which shall be a date at least 10 days after the date of mailing of such notice (or such fewer number of days as shall be acceptable to the Securities Depository and the Trustee). Upon such event, the Issuer, at the expense of the Borrower, or, if requested by the Bondholder Representative, at its expense, shall promptly have prepared Bonds in certificated form registered in the names of the Beneficial Owners thereof shown on the records of the Participants provided to the Trustee, as of the date set forth in the notice described above. Bonds issued to the Beneficial Owners, or their designees, shall be in fully registered form substantially in the forms set forth in Exhibit A or Exhibit H, as applicable. In such event, this Indenture may be amended as the parties deem necessary pursuant to Section 13.1(f) hereof in order to reflect the use of certificated Bonds. (e) If any Securities Depository is replaced as the depository for the Bonds with another qualified Securities Depository, the Issuer, at the expense of the Borrower, will issue Bonds to the replacement Securities Depository Bonds substantially in the forms set forth in Exhibit A or Exhibit H, as applicable Master GDR registered in the name of a nominee of DTC. During any period in which Book-Entry GDSs are represented by the Master GDR, ownership of beneficial interests in the Master GDR shall be shown on, and the transfer of such replacement Securities Depository. ownership shall be effected through, records maintained by (fi) The IssuerDTC or its nominee for such Master GDR and (ii) institutions that have accounts with DTC. All references in this Agreement to issuance or delivery of GDRs shall be deemed to include, where applicable, adjustments in the cords of the Depositary showing the number of Book-entry GDSs evidenced by the Master GDR. If, at any time when Book-Entry GDSs are evidenced by the Master GDR, DTC ceases to make its book-entry settlement system available for such GDSs, the Borrower and Company shall consult with the Trustee shall have no liability Depositary regarding making other arrangements 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 liable for the failure of any Participant, Indirect Participant or other nominee of any Beneficial Owner of any Bonds to perform any obligation that such Participant, Indirect Participant or other nominee may incur to any Beneficial Owner. (g) The terms and provisions of a letter of representations between the Issuer and the Securities Depository are incorporated herein by reference and, in book-entry settlement. In the event there shall exist any inconsistency between the substantive provisions of the Letter of Representations and any provisions of this Indenture, then, for as long as the initial Securities Depository shall serve with respect that it is impracticable without undue effort or expense to 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 continue 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 have the Book-Entry System; (2) a certificate of any Participant as GDSs available in book-entry form, subject to the identity provisions of any Indirect Participant and (3) a certificate of any Participant or Indirect Participant as Section 2.09, the Company shall instruct the Depositary to issue separate GDRs to the identity ofowners of beneficial interests in the Master GDR with such additions, deletions and modifications to this Agreement and to the form of GDR attached hereto as Exhibit B as the Company and the respective principal amount Depositary may, from time to time, agree (which may include requiring additional statements, documents and certifications as a condition of Bonds beneficially owned by, the Beneficial Ownersissuing such separate GDRs).

Book-Entry System. (a) The Bonds may be issued pursuant to a Book- Entry System administered Upon acceptance by the Securities Depository with no physical distribution DTC 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 brokerInterests for entry into its book-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 entry settlement system 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 accordance 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 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 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. Upon written notice of such election from the Issuer, 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 and the Trustee). The Bondholder Representative may elect from time to time to discontinue the Book-Entry System solely for purposes of the Bonds it beneficially owns by providing a written notice to the Trustee at least 30 days prior to the effective date of such election. (d) Upon the discontinuance of the maintenance of the Bonds under a Book-Entry System, the Issuer will cause Bonds to be issued directly to the Beneficial Owners of such Bonds, or their designees, as further described below. In such event, the Trustee shall make provisions to notify Participants and the Beneficial Owners, by mailing an appropriate notice to the Securities Depository, or by other means deemed appropriate by the Trustee, that Bonds will be directly issued to the Beneficial Owners thereof as of a date set forth in such notice, which shall be a date at least 10 days after the date of mailing of such notice (or such fewer number of days as shall be acceptable to the Securities Depository and the Trustee). Upon such event, the Issuer, at the expense of the Borrower, or, if requested by the Bondholder Representative, at its expense, shall promptly have prepared Bonds in certificated form registered in the names of the Beneficial Owners thereof shown on the records of the Participants provided to the Trustee, as of the date set forth in the notice described above. Bonds issued to the Beneficial Owners, or their designees, shall be in fully registered form substantially in the forms set forth in Exhibit A or Exhibit H, as applicable. In such event, this Indenture may be amended as the parties deem necessary pursuant to Section 13.1(f) hereof in order to reflect the use of certificated Bonds. (e) If any Securities Depository is replaced as the depository for the Bonds with another qualified Securities Depository, the Issuer, at the expense of the Borrower, will issue Bonds to the replacement Securities Depository Bonds substantially in the forms set forth in Exhibit A or Exhibit H, as applicable registered in the name of such replacement Securities Depository. (f) The Issuer, the Borrower and the Trustee 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 liable for the failure of any Participant, Indirect Participant or other nominee of any Beneficial Owner of any Bonds to perform any obligation that such Participant, Indirect Participant or other nominee may incur to any Beneficial Owner. (g) The terms and provisions of a letter of representations between the Issuer and the Securities Depository are incorporated herein by reference and, in the event there shall exist any inconsistency between the substantive provisions of the Letter of Representations and any provisions of this Indenture, then, for as long as the initial Securities Depository shall serve with respect to the Bonds, the terms of the Letter of Representations shall govern. The Trustee shall comply with all the rulesRepresentations, 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 Interests in the Book-Entry System; (2) a certificate Interests will be recorded on and traded through DTC's book-entry system, and ownership 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 ofsuch Interests shall be shown in, and the transfer of such ownership shall be effected only through, records maintained by (i) DTC or its successors or (ii) institutions that have accounts with DTC or its successors ("DTC Participants"). Interests shall be transferable only as units representing authorized denominations of the Subordinated Debentures. (b) The Book-Entry Interests shall be issuable only to DTC, or successors of DTC or their respective nominees. Except as provided in Section 2.07, no owner of Interests shall be entitled to receive a Subordinated Debenture on account of such ownership, and such owner's Interests shall be shown only in accordance with the procedures of DTC as set forth in the Letter of Representations. (c) Upon deposit with the Depositary of the Global Debenture to the extent that it represents Subordinated Debentures held by Institutional Accredited Investors with the Depositary, the Depositary shall issue and deliver to the Holder a CDI in respect of such Global Debenture. One CDI will be issued in respect of each Institutional Accredited Investor's interest in such Global Debenture and the CDIs in respect of such Global Debenture shall represent beneficial ownership of 100% of the principal amount of Bonds beneficially owned bysuch Institutional Accredited Investor's interest in such Global Debenture. No person shall be required to account to the Depositary for the proceeds of the sale of interests in any CDIs. Neither the Holder nor any Beneficial Owner of a CDI shall be entitled to any benefits under this Deposit Agreement nor shall any CDI be valid or obligatory for any purpose, unless such CDI shall have been properly credited on the books of the Depositary in the name of the Holder thereof. It shall be a condition of each CDI, and every successive Holder and Beneficial OwnersOwner by holding or owning the same shall be deemed to have consented and agreed, that title to such CDI, when accompanied by proper instruments of transfer, is transferable only by appropriate entry on the books of the Depositary and that the Depositary, notwithstanding any notice to the contrary, may treat the Holder of a CDI on its books as the absolute owner thereof for the purpose of determining the person entitled to payments on such CDI under this Deposit Agreement or to any notices provided for in the Deposit Agreement and for all other purposes.

Book-Entry System. (a) The Initially the Bonds may will 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 only bonds and the Letter of unrated bonds has been metRepresentations with DTC and the provisions of such Letter of Representations shall be incorporated herein by reference; provided, including however, that a Supplemental Indenture authorizing a Series of Bonds may include provisions superseding the Holder or provisions of the Letter of Representations with respect to that Series. Unless otherwise provided in the Supplemental Indenture authorizing a designee thereof to whom Series of Bonds, 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 of each Series shall be initially issued in the form of a single, fully-registered certificate in the aggregate principal amount of each maturity of each Series or in more than one such certificate if and to the extent, required by DTC. So long as the Bonds will be issued and deposited with the Securities Depository to be of a Series are held in its custody. Such Bond or the Book-Entry System the registered owner of all of the Bonds of such Series shall be DTC, and the Bonds of the Series shall be registered in the name of the Securities Depository NomineeCede & Co., as nominee for DTC. The Book-Entry System will be maintained by the Securities Depository Trustee and the participants Issuer may treat DTC (or its nominee) as the sole and indirect participants and will evidence beneficial ownership exclusive registered owner of the Bonds of such Series registered in Authorized Denominations, with transfers its name for the purposes of ownership effected payment of the principal of or interest on the records Series of the Securities DepositoryBonds, the participants giving any notice permitted or required to be given to registered owners under this Indenture and the indirect participants pursuant Letter of Representations, registering the transfer of Bonds, obtaining any consent or other action to rules be taken by registered owners and procedures established by for all other purposes whatsoever; and neither the Securities Depository, Trustee nor the Participants and the Indirect Participants. The principal or purchase price of and any premium on each Bond Issuer shall be payable affected by any notice to the Securities Depository Nominee contrary. Neither the Trustee nor the Issuer shall have any responsibility or obligation to any DTC Participant, any person claiming a beneficial ownership interest in the Bonds of a Series under or through DTC or any DTC Participant, or any other person appearing which is not shown on the Bond Register maintained by registration books of the Trustee as being a registered owner, with respect to 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 accuracy 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 DTC or any DTC Participant; the Securities Depository, payment to DTC or any DTC Participant of any amount in respect of the Participants principal of or interest on the Indirect ParticipantsBonds of the Series; any notice which is permitted or required to be given to registered owners under this Indenture and the Letter of Representations; or any consent given or other action taken by DTC as registered owner. While the Book-Entry System is in effect, notwithstanding any other provisions set forth herein, payments of The Trustee shall pay from monies available hereunder all principal or purchase price of, redemption premium, if any, and interest on the Bonds of a Series only to or “upon the order” of DTC (as that term is used in the Uniform Commercial Code as adopted in the State of New York), and all such payments shall be made valid and effective 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 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. Upon written notice of such election from fully satisfy and discharge the Issuer, 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 and the Trustee). The Bondholder Representative may elect from time to time to discontinue the Book-Entry System solely for purposes of the Bonds it beneficially owns by providing a written notice to the Trustee at least 30 days prior to the effective date of such election. (d) Upon the discontinuance of the maintenance of the Bonds under a Book-Entry System, the Issuer will cause Bonds to be issued directly to the Beneficial Owners of such Bonds, or their designees, as further described below. In such event, the Trustee shall make provisions to notify Participants and the Beneficial Owners, by mailing an appropriate notice to the Securities Depository, or by other means deemed appropriate by the Trustee, that Bonds will be directly issued to the Beneficial Owners thereof as of a date set forth in such notice, which shall be a date at least 10 days after the date of mailing of such notice (or such fewer number of days as shall be acceptable to the Securities Depository and the Trustee). Upon such event, the Issuer, at the expense of the Borrower, or, if requested by the Bondholder Representative, at its expense, shall promptly have prepared Bonds in certificated form registered in the names of the Beneficial Owners thereof shown on the records of the Participants provided to the Trustee, as of the date set forth in the notice described above. Bonds issued to the Beneficial Owners, or their designees, shall be in fully registered form substantially in the forms set forth in Exhibit A or Exhibit H, as applicable. In such event, this Indenture may be amended as the parties deem necessary pursuant to Section 13.1(f) hereof in order to reflect the use of certificated Bonds. (e) If any Securities Depository is replaced as the depository for the Bonds with another qualified Securities Depository, the Issuer, at the expense of the Borrower, will issue Bonds to the replacement Securities Depository Bonds substantially in the forms set forth in Exhibit A or Exhibit H, as applicable registered in the name of such replacement Securities Depository. (f) The Issuer, the Borrower and the Trustee 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 liable for the failure of any Participant, Indirect Participant or other nominee of any Beneficial Owner of any Bonds to perform any obligation that such Participant, Indirect Participant or other nominee may incur to any Beneficial Owner. (g) The terms and provisions of a letter of representations between the Issuer and the Securities Depository are incorporated herein by reference and, in the event there shall exist any inconsistency between the substantive provisions of the Letter of Representations and any provisions of this Indenture, then, for as long as the initial Securities Depository shall serve ’s obligations with respect to the Bonds, principal of and interest on the terms Bonds of a Series to the extent of the Letter sum or sums so paid. So long as the Bonds 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 Series are held in the Book-Entry System, no person other than DTC shall receive an authenticated bond certificate of that Series. Upon delivery by DTC to the Trustee of DTC’s written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions of the Supplemental Indenture and this Indenture with respect to transfers of Bonds, the term “Cede & Co.” in the Supplemental Indenture and this Indenture shall refer to such new nominee of DTC; provided, however, registered ownership of the Bonds of a Series, or any portions thereof, may not be transferred except (i) to any successor of DTC or its nominee, provided that any such successor shall be qualified under any applicable laws to provide the service proposed to be provided by it; (2ii) to any substitute depository or its successor; or (iii) to any person as provided in the following paragraph. In the event that (i) DTC or its successor (or substitute depository or its successor) resigns or is removed from its functions as depository, and no substitute depository can be obtained, or (ii) the Issuer determines following direction from the Borrower to discontinue the use of the Book-Entry System the ownership of Bonds may then be transferred to any person or entity as provided in the Indenture and the Bonds shall no longer be held in the Book-Entry System. In any such event, the Issuer (subject to Section 13.7 hereof) shall deliver a certificate of any Participant as written request to the identity Trustee, together with a supply of bond certificates, to issue Bonds as provided in this Indenture in any Indirect Participant authorized denomination. Upon receipt of all then Outstanding Bonds by the Trustee, together with the aforementioned written request of the Issuer new Bonds shall be issued and (3) a certificate authenticated in such denominations and registered in the names of any Participant or Indirect Participant such persons as are requested in such written request. The Bondholders have no right to require the identity of, and use of the respective principal amount of Bonds beneficially owned byBook-Entry System. Whenever DTC requests the Issuer to do so, the Beneficial OwnersIssuer (subject to Section 13.7 hereof) will cooperate with DTC in taking appropriate action after written notice to arrange for another securities depositary to maintain custody of certificates evidencing the Bonds.

Book-Entry System. The (a) The Bonds may be issued pursuant Sponsor will apply 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 DTC for acceptance of the Holder and upon confirmation satisfactory to the Issuer that each of the Issuer’s policies for Shares in its book-entry delivery settlement system. Shares deposited with DTC shall be evidenced by one or more global certificates, which shall be registered in the name of unrated bonds has been metCede & Co., including that as nominee for DTC, and shall bear 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-15following legend: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC") TO THE AGENT AUTHORIZED BY THE TRUST FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. or an Affiliate thereof that agrees to abide by MSRB Rule G-15OR 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), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. (b) So long as the Shares are eligible for book-entry settlement with DTC and such settlement is available, unless otherwise required by applicable law, all Shares shall be evidenced by one or more global certificates, the Registered Owner of which is DTC or a Book-Entry System is nominee of DTC, and (1) no Beneficial Owner will be entitled to receive a separate Certificate evidencing those Shares, (2) the interest of a Beneficial Owner in Shares represented by a global certificate will be shown only on, and transfer of that interest will be effected only through, records maintained by DTC or a DTC participant or indirect participant through which the Beneficial Owner holds that interest and (3) the rights of a Beneficial Owner with respect to Shares represented by a global certificate will be exercised only to the extent allowed by, and in compliance with, the arrangements in effect between such Beneficial Owner and DTC or the DTC participant or indirect participant through which that Beneficial Owner holds an interest in Shares. (c) If, at any time when Shares are evidenced by a global certificate, DTC ceases to make its book-entry settlement system available for such Shares, the Sponsor may select a comparable depositary for the Bonds, one Bond for each Series in book-entry settlement of the aggregate principal amount of each maturity of such Bonds will Shares and cause new global certificates to be issued and deposited with the Securities Depository to be held in its custody. Such Bond or Bonds shall be registered in the name of such successor depositary or its nominee. If 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 DepositorySponsor determines that no such successor depositary is available, the participants and Trust shall be dissolved and, to the indirect participants pursuant to rules and procedures established by the Securities Depositoryextent necessary in connection therewith, the Participants Sponsor shall execute 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 deliver separate certificates to be made except as provided in this Section 4.8(b). (c) The Issuer 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. Upon written notice of such election from the Issuer, 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 and the Trustee). The Bondholder Representative may elect from time to time to discontinue the Book-Entry System solely for purposes of the Bonds it beneficially owns by providing a written notice to the Trustee at least 30 days prior to the effective date of such election. (d) Upon the discontinuance of the maintenance of the Bonds under a Book-Entry System, the Issuer will cause Bonds to be issued directly to the Beneficial Owners of such Bonds, or their designees, as further described below. In such event, the Trustee shall make provisions to notify Participants and the Beneficial Owners, by mailing an appropriate notice to the Securities Depository, or by other means deemed appropriate by the Trustee, that Bonds will be directly issued to the Beneficial Owners thereof as of a date set forth in such notice, which shall be a date at least 10 days after the date of mailing of such notice (or such fewer number of days as shall be acceptable to the Securities Depository and the Trustee). Upon such event, the Issuer, at the expense of the Borrower, or, if requested by the Bondholder Representative, at its expense, shall promptly have prepared Bonds in certificated form evidencing Shares registered in the names of the Beneficial Owners thereof shown on the records of the Participants provided thereof, with such additions, deletions and modifications to the Trustee, as of the date set forth in the notice described above. Bonds issued to the Beneficial Owners, or their designees, shall be in fully registered form substantially in the forms set forth in Exhibit A or Exhibit H, as applicable. In such event, this Indenture may be amended Agreement as the parties deem necessary pursuant to Section 13.1(f) hereof in order to reflect the use of certificated BondsSponsor shall determine is necessary. (e) If any Securities Depository is replaced as the depository for the Bonds with another qualified Securities Depository, the Issuer, at the expense of the Borrower, will issue Bonds to the replacement Securities Depository Bonds substantially in the forms set forth in Exhibit A or Exhibit H, as applicable registered in the name of such replacement Securities Depository. (f) The Issuer, the Borrower and the Trustee 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 liable for the failure of any Participant, Indirect Participant or other nominee of any Beneficial Owner of any Bonds to perform any obligation that such Participant, Indirect Participant or other nominee may incur to any Beneficial Owner. (g) The terms and provisions of a letter of representations between the Issuer and the Securities Depository are incorporated herein by reference and, in the event there shall exist any inconsistency between the substantive provisions of the Letter of Representations and any provisions of this Indenture, then, for as long as the initial Securities Depository shall serve with respect to the Bonds, the terms of the Letter of Representations shall govern. The Trustee shall comply with all 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.

Book-Entry System. (a) The Bonds may shall initially be issued pursuant to held under a Book- Entry System administered by the Securities Depository book-entry system with no physical distribution of Bond certificates to be made except as provided DTC. References in this Section 4.8 (i) if 206 to a Bond or the Bonds are rated “A” without regard shall be construed to modifier (mean the Bond or the equivalent) or better by a Rating Agency or (ii) upon direction of Bonds that are held under 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-15system. 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 One Bond for each Series in the aggregate principal amount of each maturity of such Bonds will shall be issued to DTC and deposited with the Securities Depository to be held immobilized in its custody. Such Bond or Bonds A book-entry system shall be registered in the name of the Securities Depository Nominee. The Book-Entry System will be maintained by the Securities Depository and the participants and indirect participants and will evidence beneficial employed, evidencing ownership of the Bonds in Authorized Denominations, with transfers of beneficial ownership effected on the records of the Securities Depository, the participants DTC and the indirect participants DTC Participants pursuant to rules and procedures established by DTC. Each DTC Participant shall be credited in the Securities Depository, records of DTC with the Participants and amount of such DTC Participant's interest in the Indirect Bonds. Beneficial ownership interests in the Bonds may be purchased by or through DTC Participants. The principal or holders of these beneficial ownership interests are hereinafter referred to as the "Beneficial Owners." The Beneficial Owners shall not receive Bonds representing their beneficial ownership interests. The ownership interests of each Beneficial Owner shall be recorded through the records of the DTC Participant from which such Beneficial Owner purchased its Bonds. Transfers of Ownership interests in the Bonds shall be accomplished by book entries made by DTC and, in turn, by DTC Participants acting on behalf of Beneficial Owners. SO LONG AS CEDE & CO., AS NOMINEE FOR DTC, IS THE REGISTERED OWNER OF THE BONDS, THE TRUSTEE SHALL TREAT CEDE & CO. AS THE ONLY HOLDER OF THE BONDS FOR ALL PURPOSES UNDER THIS INDENTURE, INCLUDING RECEIPT OF ALL PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE BONDS, RECEIPT OF NOTICES, VOTING AND REQUESTING OR DIRECTING THE TRUSTEE TO TAKE OR NOT TO TAKE, OR CONSENTING TO, CERTAIN ACTIONS UNDER THIS INDENTURE. Payments of principal, interest, premium, if any, and purchase price with respect to the Bonds, so long as DTC is the only owner of and any premium on each Bond the Bonds, shall be payable to the Securities Depository Nominee or any other person appearing on the Bond Register maintained paid by the Trustee as directly to DTC or its nominee. DTC shall remit such payments to DTC Participants, and such payments thereafter shall be paid by DTC Participants to the registered Bondholder or his registered assigns or legal representativeBeneficial Owners. So long as the Book-Entry System is in effectThe Issuer, the Securities Depository will be recognized as Borrower, the sole Bondholder for all purposes. Transfers or exchangesCredit Facility Trustee, 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 Tender Agent and the Indirect Participants. No other party (including the Trustee) will Trustee shall not be responsible or liable for such transfers payment by DTC or exchangesDTC Participants, payments or notices for sending transaction statements or for maintaining, supervising or reviewing such records maintained by the Securities Depository, the Participants DTC or the Indirect DTC 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 Notwithstanding anything to the Securities Depository Nominee or contrary contained in this Indenture, for so long as Cede & Co. is the Securities Depositorysole Registered Owner of the Bonds, as the case may be, by wire transfer in immediately available funds to the account all tenders and deliveries of such entity. Notwithstanding Bonds under the provisions of this Section 4.8(b), Subordinate Bonds may not Indenture shall be issued made pursuant to a Book-Entry System administered by DTC's procedures in effect from time to time and none of the Securities Depository Issuer, the Trustee, the Tender Agent or the Remarketing Agent shall have any responsibility for or liability with no physical distribution respect to the implementation of Bond certificates such procedures. In the event that (1) DTC determines not to be made except continue to act as provided in this Section 4.8(b). (c) The Issuer may at any time elect (i) to provide for the replacement of any Securities Depository as the securities depository for the Bonds with another qualified Securities Depository, or (ii2) to discontinue the maintenance Remarketing Agent determines that the continuation of the book-entry system of evidence and transfer of ownership of the Bonds under a Book-Entry System. Upon written notice would adversely affect the interests of such election from the Issuer, 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 and the Trustee). The Bondholder Representative may elect from time to time to discontinue the Book-Entry System solely for purposes of the Bonds it beneficially owns by providing a written notice to the Trustee at least 30 days prior to the effective date of such election. (d) Upon the discontinuance of the maintenance of the Bonds under a Book-Entry System, the Issuer will cause Bonds to be issued directly to the Beneficial Owners of such the Bonds, or their designees, as further described below. In such event, the Trustee shall make provisions to notify Participants and the Beneficial Owners, by mailing an appropriate notice to the Securities Depository, or by other means deemed appropriate by the Trustee, that Bonds will be directly issued to the Beneficial Owners thereof as of a date set forth in such notice, which shall be a date at least 10 days after the date of mailing of such notice (or such fewer number of days as shall be acceptable to the Securities Depository and the Trustee). Upon such event, the Issuer, at the expense of the Borrower, or, if requested by the Bondholder Representative, at its expense, shall promptly have prepared Bonds in certificated form registered in the names of the Beneficial Owners thereof shown on the records of the Participants provided to the Trustee, as of the date set forth in the notice described above. Bonds issued to the Beneficial Owners, or their designees, shall be in fully registered form substantially in the forms set forth in Exhibit A or Exhibit H, as applicable. In such event, this Indenture may be amended as the parties deem necessary pursuant to Section 13.1(f) hereof in order to reflect the use of certificated Bonds. (e) If any Securities Depository is replaced as the depository for the Bonds with another qualified Securities Depository, the Issuer, at the expense of the Borrower, will issue Bonds to the replacement Securities Depository Bonds substantially in the forms set forth in Exhibit A or Exhibit H, as applicable registered in the name of such replacement Securities Depository. (f) The Issuer, the Borrower and the Trustee 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 liable for the failure of any Participant, Indirect Participant or other nominee of any Beneficial Owner of any Bonds to perform any obligation that such Participant, Indirect Participant or other nominee may incur to any Beneficial Owner. (g) The terms and provisions of a letter of representations between the Issuer and shall discontinue the Securities Depository are incorporated herein by reference and, in the event there shall exist any inconsistency between the substantive provisions of the Letter of Representations and any provisions of this Indenture, then, for as long as the initial Securities Depository shall serve 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 terms 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 Letter Bonds is discontinued pursuant to the provisions of Representations this Section, the Bonds shall governbe 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 DTC but may enter into a custody agreement with any bank or trust company serving as custodian (which may be the Trustee shall comply with serving in the capacity of custodian) to provide for a book-entry or similar method for the registration and registration of transfer of all the rules, regulations, policies and procedures or a portion of the Securities Depository in order to effectuate the provisions and intent of this IndentureBonds. SO LONG AS A BOOK-ENTRY SYSTEM OF EVIDENCE OF TRANSFER OF OWNERSHIP OF ALL THE BONDS IS MAINTAINED IN ACCORDANCE HEREWITH, 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 6.14THE 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. (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.

Book-Entry System. (a) The Bonds may be issued pursuant to a Book- Entry System administered by Depositary shall make arrangements for 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 acceptance 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-15American Depositary Shares into DTC. 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 All American Depositary Shares held through DTC will be 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 Nomineenominee for DTC (currently “Cede & Co.”). The Book-Entry System As such, the nominee for DTC will be maintained the only “Owner” of all American Depositary Shares held through DTC. Unless issued by the Securities Depository and Depositary as uncertificated American Depositary Shares, the participants and indirect participants and American Depositary Shares registered in the name of Cede & Co. will evidence beneficial ownership be evidenced by one or more Receipt(s) in the form of a “Balance Certificate,” which will provide that it represents the Bonds aggregate number of American Depositary Shares from time to time indicated in Authorized Denominations, with transfers of ownership effected on the records of the Securities Depository, Depositary as being issued hereunder and that the participants 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 indirect participants pursuant DTC Participants to rules 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 procedures established by authority to act on behalf of the Securities Depository, Beneficial Owners of the Participants American Depositary Shares held in the DTC Participants’ respective accounts in DTC and the Indirect Depositary shall for all purposes be authorized to rely upon any instructions and information given to it by DTC 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 American Depositary Shares are held through DTC or unless otherwise required by law, ownership of beneficial interests in the Book-Entry System is American Depositary Shares registered in effect, the Securities Depository name of the nominee for DTC 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 Depositoryshown on, and transfers or exchanges, payments of principal, purchase price, interest and any premium and notices to Beneficial Owners such ownership 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 exchangeseffected only through, 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 time elect (i) DTC or its nominee (with respect to provide for the replacement interests of any Securities Depository as the depository for the Bonds with another qualified Securities DepositoryDTC Participants), or (ii) to discontinue the 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 (or such fewer number of days as shall be acceptable to such Securities Depository and the Trustee). The Bondholder Representative may elect from time to time to discontinue the Book-Entry System solely for purposes of the Bonds it beneficially owns by providing a written notice to the Trustee at least 30 days prior to the effective date of such election. (d) Upon the discontinuance of the maintenance of the Bonds under a Book-Entry System, the Issuer will cause Bonds to be issued directly to the Beneficial Owners of such Bonds, DTC Participants or their designees, as further described below. In such event, the Trustee shall make provisions to notify Participants and the Beneficial Owners, by mailing an appropriate notice to the Securities Depository, or by other means deemed appropriate by the Trustee, that Bonds will be directly issued to the Beneficial Owners thereof as of a date set forth in such notice, which shall be a date at least 10 days after the date of mailing of such notice nominees (or such fewer number of days as shall be acceptable to the Securities Depository and the Trustee). Upon such event, the Issuer, at the expense of the Borrower, or, if requested by the Bondholder Representative, at its expense, shall promptly have prepared Bonds in certificated form registered in the names of the Beneficial Owners thereof shown on the records of the Participants provided to the Trustee, as of the date set forth in the notice described above. Bonds issued to the Beneficial Owners, or their designees, shall be in fully registered form substantially in the forms set forth in Exhibit A or Exhibit H, as applicable. In such event, this Indenture may be amended as the parties deem necessary pursuant to Section 13.1(f) hereof in order to reflect the use of certificated Bonds. (e) If any Securities Depository is replaced as the depository for the Bonds with another qualified Securities Depository, the Issuer, at the expense of the Borrower, will issue Bonds to the replacement Securities Depository Bonds substantially in the forms set forth in Exhibit A or Exhibit H, as applicable registered in the name of such replacement Securities Depository. (f) The Issuer, the Borrower and the Trustee 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 liable for the failure of any Participant, Indirect Participant or other nominee of any Beneficial Owner of any Bonds to perform any obligation that such Participant, Indirect Participant or other nominee may incur to any Beneficial Owner. (g) The terms and provisions of a letter of representations between the Issuer and the Securities Depository are incorporated herein by reference and, in the event there shall exist any inconsistency between the substantive provisions of the Letter of Representations and any provisions of this Indenture, then, for as long as the initial Securities Depository shall serve with respect to the Bonds, the terms interests of the Letter clients 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 6.14DTC Participants). (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.

Book-Entry System. (a) The Bonds may be issued pursuant Company and the Depositary shall make application to a Book- Entry System administered by the Securities Depository with no physical distribution DTC for acceptance 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 brokerGDSs in its book-dealer subject entry settlement system. The Company hereby appoints the Depositary acting through any authorized officer thereof as its attorney-in-fact, with full power to MSRB Rule G-15. delegate, for purposes of executing any agreements, certifications or an Affiliate thereof that agrees other instruments or documents necessary or desirable in order to abide by MSRB Rule G-15. (b) So long as a Book-Entry System is in effect the acceptance of the GDSs for DTC eligibility, including but not limited to the BondsLetter of Representations, one Bond for each Series in the aggregate principal amount of each maturity of form attached hereto as Exhibit A, with such Bonds will be 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 modifications as are agreed by the Securities Depository Company 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 representativeparties thereto. So long as the Book-Entry System GDSs are eligible for book-entry settlement with DTC, unless otherwise required by law, each class of Book-Entry GDSs representing Shares deposited with the Custodian shall be represented by a single master GDR (a "Master GDR") registered in the name of a nominee of DTC. Each Master GDR shall be held by Citibank, N.A. or such other entity as is agreed with DTC may hold a Master GDR as custodian for DTC. During any period in effectwhich Book-Entry GDSs are represented by a Master GDR, the Securities Depository will ownership of beneficial interests in a Master GDR shall be recognized as the sole Bondholder for all purposes. Transfers or exchangeseffected through, 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 time elect (i) to provide DTC or its nominee for the replacement of any Securities Depository as the depository for the Bonds with another qualified Securities Depositorysuch Master GDR, or (ii) institutions that have accounts with DTC. All references in this Agreement to discontinue issuance or delivery of GDRs shall be deemed to include, where applicable, adjustments in the maintenance records of the Bonds under a Depositary showing the number of Book-Entry SystemGDSs represented by a Master GDR. Upon written notice of If, at any time when Book-Entry GDSs are evidenced by a Master GDR, DTC ceases to make its book-entry settlement system available for such election from the IssuerGDSs, the Trustee Company shall give 30 days’ prior notice of such election consult with the Depositary regarding making other arrangements for book-entry settlement. In the event that it is impracticable without undue effort or expense to the Securities Depository (or such fewer number of days as shall be acceptable continue to such Securities Depository and the Trustee). The Bondholder Representative may elect from time to time to discontinue have the Book-Entry System solely for purposes of the Bonds it beneficially owns by providing a written notice GDSs available in book-entry form, subject to the Trustee at least 30 days prior provisions of Section 2.09, the Company shall instruct the Depositary to issue separate GDRs to the effective date owners of beneficial interests in a Master GDR with such election. (d) Upon the discontinuance of the maintenance of the Bonds under a Book-Entry Systemadditions, the Issuer will cause Bonds deletions and modifications to be issued directly this Agreement and to the Beneficial Owners form of such Bonds, or their designees, GDR attached hereto as further described below. In such event, Exhibit B as the Trustee shall make provisions to notify Participants Company and the Beneficial OwnersDepositary may, by mailing an appropriate notice from time to the Securities Depositorytime, or by other means deemed appropriate by the Trusteeagree (which may include requiring additional statements, that Bonds will be directly issued to the Beneficial Owners thereof documents and certifications as a condition of a date set forth in issuing 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 and the Trusteeseparate GDRs). Upon such event, the Issuer, at the expense of the Borrower, or, if requested by the Bondholder Representative, at its expense, shall promptly have prepared Bonds in certificated form registered in the names of the Beneficial Owners thereof shown on the records of the Participants provided to the Trustee, as of the date set forth in the notice described above. Bonds issued to the Beneficial Owners, or their designees, shall be in fully registered form substantially in the forms set forth in Exhibit A or Exhibit H, as applicable. In such event, this Indenture may be amended as the parties deem necessary pursuant to Section 13.1(f) hereof in order to reflect the use of certificated Bonds. (e) If any Securities Depository is replaced as the depository for the Bonds with another qualified Securities Depository, the Issuer, at the expense of the Borrower, will issue Bonds to the replacement Securities Depository Bonds substantially in the forms set forth in Exhibit A or Exhibit H, as applicable registered in the name of such replacement Securities Depository. (f) The Issuer, the Borrower and the Trustee 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 liable for the failure of any Participant, Indirect Participant or other nominee of any Beneficial Owner of any Bonds to perform any obligation that such Participant, Indirect Participant or other nominee may incur to any Beneficial Owner. (g) The terms and provisions of a letter of representations between the Issuer and the Securities Depository are incorporated herein by reference and, in the event there shall exist any inconsistency between the substantive provisions of the Letter of Representations and any provisions of this Indenture, then, for as long as the initial Securities Depository shall serve with respect to the Bonds, the terms of the Letter of Representations shall govern. The Trustee shall comply with all 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.

Book-Entry System. (a) The Notwithstanding the foregoing provisions of this Article II, the Bonds may shall initially be issued pursuant to a Book- Entry System administered by in the Securities Depository with no physical distribution form of Bond certificates to one typewritten fully registered Bond, without coupons, for the aggregate principal amount of the Bonds, which Bonds shall be made except registered in the name of CEDE & CO. as nominee of DTC. Except as provided in this Section 4.8 (i) 2.11(g), all Bonds shall be registered in the registration books kept by the Bond Registrar in the name of CEDE & CO., as nominee of DTC; provided that if DTC shall request that the Bonds are rated “A” without regard be registered in the name of a different nominee, the Trustee shall exchange all or any portion of the Bonds for an equal aggregate principal amount of Bonds registered in the name of such nominee or nominees of DTC. No Person other than DTC or its nominee shall be entitled to modifier (receive from the Issuer or the equivalentTrustee either a Bond or any other evidence of ownership of the 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 Bonds on the registration books maintained by the Bond Registrar, in connection with discontinuing the book entry system as provided in Section 2.11(g) or 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-15otherwise. (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 any portion thereof are registered in the name of DTC or any nominee thereof, all payments of the Securities Depository Nomineeprincipal, purchase price or redemption price of or interest on such Bonds shall be made to DTC or its nominee in same day funds on the dates provided for such payments under this Indenture. Each such payment to DTC or its nominee shall be valid and effective to fully discharge all liability of the Issuer or the Trustee with respect to the principal or redemption price of or interest on the Bonds to the extent of the sum or sums so paid. In the event of the redemption of less than all of the Bonds Outstanding, the Trustee shall not require surrender by DTC or its nominee of the Bonds so redeemed, but DTC or its nominee may retain such Bonds and make an appropriate notation on the Bond certificate as to the amount of such partial redemption; provided that, in each case the Trustee shall request, and DTC shall deliver to the Trustee, a written confirmation of such partial redemption and thereafter the records maintained by the Trustee shall be conclusive as to the amount of the Bonds which have been redeemed. (c) The Issuer, the Trustee and the Company may treat DTC or its nominee as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment of the principal or redemption price of, purchase price of, or interest on the Bonds, selecting the Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to Bondholders under this Indenture, registering the transfer of Bonds, obtaining any consent or other action to be taken by Bondholders and for all other purposes whatsoever; and none of the Issuer, the Trustee or the Company shall be affected by any notice to the contrary. None of the Issuer, the Trustee or the Company shall have any responsibility or obligation to any participant in DTC, any Person claiming a beneficial ownership interest in the Bonds under or through DTC or any such participant, or any other Person which is not shown on the registration books of the Trustee as being a Bondholder, with respect to any of the following: (i) the Bonds; or (ii) the accuracy of any records maintained by DTC or any such participant; or (iii) the payment by DTC or any such participant of any amount in respect of the principal or redemption price of, purchase price of, or interest on, the Bonds; or (iv) the delivery to any such participant or any Person claiming a beneficial ownership interest in the Bonds of any notice which is permitted or required to be given to Bondholders under this Indenture; or (v) the selection by DTC or any such participant of any Person to receive payment in the event of a partial redemption of the Bonds; or (vi) any consent given or other action taken by DTC as Bondholder. (d) So long as the Bonds or any portion thereof are registered in the name of DTC or any nominee thereof, all notices required or permitted to be given to the Bondholders under this Indenture shall be given to DTC as provided in the Representation Letter in such form as is acceptable to the Trustee, the Issuer, the Company and DTC. (e) In connection with any notice or other communication to be provided to Bondholders pursuant to this Indenture by the Issuer or the Trustee with respect to any consent or other action to be taken by Bondholders, DTC shall consider the date of receipt of notice requesting such consent or other action as the record date for such consent or other action, unless the Issuer or the Trustee has established a special record date for such consent or other action. The Issuer or the Trustee shall give DTC notice of such special record date not fewer than fifteen (15) calendar days in advance of such special record date to the extent possible. (f) At or prior to the issuance of the Bonds, the Issuer and the Trustee have executed the applicable Representation Letter. Any successor Trustee shall, in its written acceptance of its duties under this Indenture, agree to take any actions necessary from time to time to comply with the requirements of the Representation Letter. (g) Except with respect to the Dutch Auction Rate (in which case the provisions of Section 2.12(g) control), the Book-Entry System will be maintained by for registration of the Securities Depository and the participants and indirect participants and will evidence beneficial ownership of the Bonds may be discontinued at any time if: (A) The Issuer, the Company or the Remarketing Agent receive written notice from DTC to the effect that (1) a continuation of the requirement that all of the Bonds outstanding be registered in Authorized Denominationsthe registration books kept by the Trustee, with transfers as bond registrar, in the name of ownership effected Cede & Co., as nominee of DTC, is not in the best interest of the beneficial owners of the Bonds, or (2) DTC is unable or unwilling to discharge its responsibilities and no substitute depository willing to undertake the functions of DTC hereunder is found which is willing and able to undertake such functions upon reasonable and customary terms; or (B) The Trustee receives written notice from Participants (as defined by DTC rules) representing interests in the required percentage under DTC rules of the Bonds outstanding, as shown on the records of DTC (and certified to such effect by DTC), that the 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 continuation 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 either no longer desirable or is no longer in effectthe best interest of the beneficial owners of the Bonds. Upon occurrence of either such event, the Securities Depository will be recognized as Issuer may, at 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 request of the Securities DepositoryCompany, attempt to establish a securities depository book-entry relationship with another securities depository. If the Issuer does not do so, or is unable to do so, and transfers or exchanges, payments of principal, purchase price, interest after the Issuer has notified DTC 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 upon surrender 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 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 Trustee 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 (or such fewer number of days as shall be acceptable to such Securities Depository and the Trustee). The Bondholder Representative may elect from time to time to discontinue the Book-Entry System solely for purposes of the Bonds it beneficially owns held by providing a written notice to the Trustee at least 30 days prior to the effective date of such election. (d) Upon the discontinuance of the maintenance of the Bonds under a Book-Entry SystemDTC, the Issuer will cause Bonds to be issued directly to the Beneficial Owners of such Bonds, or their designees, as further described below. In such event, issue and the Trustee shall make provisions to notify Participants will authenticate and deliver the Beneficial Owners, by mailing an appropriate notice to the Securities Depository, or by other means deemed appropriate by the Trustee, that Bonds will be directly issued to the Beneficial Owners thereof as of a date set forth in such notice, which shall be a date at least 10 days after the date of mailing of such notice (or such fewer number of days as shall be acceptable to the Securities Depository and the Trustee). Upon such event, the Issuerregistered certificate form in authorized denominations, at the expense of the BorrowerCompany, orto such Persons, if requested and in such maturities and principal amounts, as may be designated by DTC, but without any liability on the Bondholder Representative, at its expense, shall promptly have prepared Bonds in certificated form registered in the names part of the Beneficial Owners thereof shown on Issuer, the records Company or the Trustee for the accuracy of such designation. Whenever DTC requests the Participants provided Issuer or the Trustee to do so, the Trustee, as Issuer or the Trustee shall cooperate with DTC in taking appropriate action after reasonable notice to arrange for another securities depository to maintain custody of certificates evidencing the date set forth in the notice described above. Bonds issued to the Beneficial Owners, or their designees, shall be in fully registered form substantially in the forms set forth in Exhibit A or Exhibit H, as applicable. In such event, this Indenture may be amended as the parties deem necessary pursuant to Section 13.1(f) hereof in order to reflect the use of certificated Bonds. (eh) If any Securities Depository is replaced as the depository for the Bonds with another qualified Securities Depository, the Issuer, at the expense of the Borrower, will issue Bonds Anything herein to the replacement Securities Depository contrary notwithstanding, so long as any Bonds substantially in the forms set forth in Exhibit A or Exhibit H, as applicable are registered in the name of DTC or any nominee thereof, in connection with any purchase of Bonds upon the demand of an owner, a beneficial owner of such replacement Securities DepositoryBonds must give notice of its election to have its Bonds purchased, through its participant, to the Tender Agent, and shall effect delivery of the Bonds by causing DTC’s direct participant to transfer the participant’s interest in the Bonds on DTC’s records to the Tender Agent. The requirement for physical delivery of the Bonds in connection with a demand for purchase or a mandatory purchase will be deemed satisfied when the ownership rights in the Bonds are transferred by direct participants on DTC’s records. (fi) The Upon any purchase of the Bonds in accordance with the terms hereof, payment of the purchase price shall be made to DTC and no surrender of certificates shall be required. Such sales shall be made through DTC participants (including the Remarketing Agent) and the new beneficial owners of such Bonds shall not receive delivery of Bond certificates. DTC shall transmit payments to DTC participants, and DTC participants shall transmit payments to beneficial owners whose Bonds were purchased pursuant to a remarketing. Neither the Issuer, the Borrower and Trustee nor the Remarketing Agent is responsible for transfers of payments to DTC participants or beneficial owners. In the event of the purchase of less than all of the Bonds Outstanding, the Trustee shall have no liability for the failure of any Securities Depository to perform not require surrender by DTC or its obligation to any Participant, any Indirect Participant or any Beneficial Owner of any Bonds, and none of them shall be liable for the failure of any Participant, Indirect Participant or other nominee of any Beneficial Owner of any the Bonds to perform any obligation that such Participantso purchased for transfer, Indirect Participant but DTC or other its nominee may incur retain such Bonds and make an appropriate notation on its records; provided that, in each case, DTC shall deliver to any Beneficial Ownerthe Trustee, a written confirmation of such purchase. (gj) The terms and provisions of a letter this Section 2.11 are further subject to the provisions of representations between the Issuer Article V relating to Pledged Bonds and the Securities Depository are incorporated herein by reference and, in the event there shall exist any inconsistency between the substantive provisions of the Letter of Representations and any provisions of this Indenture, then, for as long as the initial Securities Depository shall serve with respect to the Bonds, the terms of the Letter of Representations shall govern. The Trustee shall comply with all 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 6.14Representation Letter. (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.

Book-Entry System. The Issuer has entered into an agreement with The Depository Trust Company (a"DTC") The Bonds may be issued pursuant to for the purpose of establishing a Book- "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 System" for the Bonds. Pursuant to such agreement, 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 registered in the name of DTC, or its nominee, for the Securities Depository Nomineebenefit of other parties ("DTC Participants"), and DTC shall agree to keep accurate records of the DTC Participants, and promptly to transfer funds received by it in payment for the Bonds to appropriate beneficiaries. The ownership interest of each actual purchaser of a Bond will be recorded in the records of the DTC Participant and each such purchaser will receive a written confirmation of the purchase providing details of the Bond acquired. Transfers of ownership will be accomplished by book entries made by DTC and, in turn, by the DTC Participant who will act on behalf of each such purchaser. Under such circumstances, purchasers will not receive certificates representing their ownership interest in the Bonds, except as otherwise specifically provided in the Indenture. The Issuer and the Trustee may treat the registered owner of each Bond as the owner thereof for all purposes, including payment of principal, interest, and redemption premium thereof, the giving of notices, and receipt of consents and direction as specified herein. DTC shall be entitled to take all action with respect to such notices and consents regarding Bonds registered in its or its nominee's name, and may take actions with respect to a portion of such Bonds so registered which are inconsistent with the actions taken with respect to other portions of the Bonds so registered. Neither the Issuer, the Trustee, the Bank, the Obligor nor the placement agent of the Bonds is or will be responsible for the actions of DTC or anyone else in connection with the operation of the Book-Entry System will System. In any case where delivery of a Bond to the Trustee is required under the Indenture, such delivery shall be maintained deemed to have been made by the Securities Depository and the participants and indirect participants and will evidence beneficial ownership appropriate notation of the Bonds in Authorized Denominations, with transfers of ownership effected transfer or registration 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 DTC 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 DTC may determine 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 discontinue providing its service with respect 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 time elect (i) by giving notice to provide for the replacement of any Securities Depository as the depository for the Bonds with another qualified Securities Depository, or (ii) to discontinue the maintenance of the Bonds under a Book-Entry System. Upon written notice of such election from the Issuer, the Obligor and the Trustee and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, the Trustee shall give 30 days’ prior notice of such election transfer and exchange Bond certificates to the Securities Depository actual purchaser of each Bond (or such fewer number of days as shall be acceptable to such Securities Depository and the Trustee"Beneficial Owner"). The Bondholder Representative may elect from time to time to discontinue Beneficial Owner, upon registration of certificates held in the Book-Entry System solely for purposes Beneficial Owner's name, will become the registered owner of the Bonds it beneficially owns by providing a written notice to the Trustee at least 30 days prior to the effective date of such election. (d) Upon the discontinuance Bonds. The Issuer may determine that continuation of the maintenance system of the Bonds under a Book-Entry System, book entry transfers through DTC is not in the Issuer will cause Bonds to be issued directly to best interests of the respective Beneficial Owners and that the Beneficial Owners of such Bonds, or their designees, as further described belowshall be able to obtain Bond certificates. In such event, the Trustee Issuer or DTC Participants, upon the direction of the Issuer, shall make provisions to notify Participants and the Beneficial Owners, by mailing an appropriate notice to the Securities Depository, or by other means deemed appropriate by the Trustee, that Bonds will be directly issued to the Beneficial Owners thereof as of a date set forth in such notice, which shall be a date at least 10 days after the date of mailing of such notice (or such fewer number of days as shall be acceptable to the Securities Depository and the Trustee). Upon such event, the Issuer, at the expense of the Borrower, or, if requested by the Bondholder Representative, at its expense, shall promptly have prepared Bonds in certificated form registered in the names availability of the Beneficial Owners thereof shown on the records of the Participants provided to the Trustee, as of the date set forth in the notice described above. Bonds issued to the Beneficial Owners, or their designees, shall be in fully registered form substantially in the forms set forth in Exhibit A or Exhibit H, as applicable. In such event, this Indenture may be amended as the parties deem necessary pursuant to Section 13.1(f) hereof in order to reflect the use of certificated Bonds. (e) If any Securities Depository is replaced as the depository for the Bonds with another qualified Securities Depository, the Issuer, at the expense of the Borrower, will issue Bonds to the replacement Securities Depository Bonds substantially in the forms set forth in Exhibit A or Exhibit H, as applicable registered in the name of such replacement Securities Depository. (f) The Issuer, the Borrower Bond Certificates and the Trustee shall have no liability transfer and exchange bond certificates to such Beneficial Owners. Thereafter, upon presentation of the Bonds for transfer, the failure Trustee shall transfer the Bonds or portions thereof in accordance with the Indenture. The cost and expense of any Securities Depository to perform its obligation to any Participantprinting, any Indirect Participant or any Beneficial Owner preparing and delivering Bond certificates upon the termination of any Bonds, and none the services of them DTC shall be liable for borne by 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 OwnerObligor. (g) The terms and provisions of a letter of representations between the Issuer and the Securities Depository are incorporated herein by reference and, in the event there shall exist any inconsistency between the substantive provisions of the Letter of Representations and any provisions of this Indenture, then, for as long as the initial Securities Depository shall serve with respect to the Bonds, the terms of the Letter of Representations shall govern. The Trustee shall comply with all 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.

Book-Entry System. (a) The Bonds may One fully-registered Master Note Certificate will be issued pursuant to a Book- Entry System administered by the Securities Depository with no physical distribution for each issue 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 BondsNotes, one Bond for each Series in the aggregate principal amount of each maturity such issue, and will be deposited with Issuing and Paying Agent. If the aggregate principal amount of such Bonds any issue exceeds $150 million, one Master Note Certificate will be issued with respect to each $150 million of principal amount and deposited an additional Master Note Certificate will be issued with the Securities Depository respect to be held in its custody. Such Bond or Bonds shall be registered in the name any remaining principal amount of the Securities Depository Nominee. The such issue. (b) Purchases of Book-Entry System will Notes must be maintained by made through the Securities Depository Issuing and Paying Agent’s book-entry system, resulting in a credit for the participants and indirect participants and will evidence beneficial ownership interest of the Bonds in Authorized Denominations, with transfers each actual purchaser 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 Notes (“Beneficial Owner”) on the Issuing and Paying Agent’s records. Beneficial Owners will receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Issuing and Paying Agent. Beneficial Owners will not receive certificates representing their ownership interests in the Book-Entry Notes, except in the event that use of the book-entry system for the Notes is discontinued. (c) Conveyance of notices and other communications by the Issuing and Paying Agent to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effecteffect 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 Securities Depository 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 recognized 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 sole Bondholder case with Book-Entry Notes held for all purposesthe 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. Transfers or exchanges, payments Payment of principal, purchase price, principal and interest through the Issuing and any premium and notices to Participants and Indirect Participants will Paying Agent shall be the responsibility of the Securities DepositoryIssuer, and transfers or exchanges, disbursement of such payments of principal, purchase price, interest and any premium and notices to Beneficial Owners will shall be the responsibility of the Participants Issuing 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 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. Upon written notice of such election from the Issuer, 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 and the Trustee). The Bondholder Representative may elect from time to time to discontinue the Book-Entry System solely for purposes of the Bonds it beneficially owns by providing a written notice to the Trustee at least 30 days prior to the effective date of such election. (d) Upon the discontinuance of the maintenance of the Bonds under a Book-Entry System, the Issuer will cause Bonds to be issued directly to the Beneficial Owners of such Bonds, or their designees, as further described below. In such event, the Trustee shall make provisions to notify Participants and the Beneficial Owners, by mailing an appropriate notice to the Securities Depository, or by other means deemed appropriate by the Trustee, that Bonds will be directly issued to the Beneficial Owners thereof as of a date set forth in such notice, which shall be a date at least 10 days after the date of mailing of such notice (or such fewer number of days as shall be acceptable to the Securities Depository and the Trustee). Upon such event, the Issuer, at the expense of the Borrower, or, if requested by the Bondholder Representative, at its expense, shall promptly have prepared Bonds in certificated form registered in the names of the Beneficial Owners thereof shown on the records of the Participants provided to the Trustee, as of the date set forth in the notice described above. Bonds issued to the Beneficial Owners, or their designees, shall be in fully registered form substantially in the forms set forth in Exhibit A or Exhibit H, as applicable. In such event, this Indenture may be amended as the parties deem necessary pursuant to Section 13.1(f) hereof in order to reflect the use of certificated Bonds. (e) If any Securities Depository is replaced as the depository for the Bonds with another qualified Securities Depository, the Issuer, at the expense of the Borrower, will issue Bonds to the replacement Securities Depository Bonds substantially in the forms set forth in Exhibit A or Exhibit H, as applicable registered in the name of such replacement Securities DepositoryPaying Agent. (f) The Issuer, the Borrower and the Trustee shall have no liability for the failure of any Securities Depository to perform its obligation to any Participant, any Indirect Participant or any A Beneficial Owner of any Bonds, shall give the Issuing and none of them shall be liable for the failure of any Participant, Indirect Participant or other nominee of any Beneficial Owner of any Bonds Paying Agent notice to perform any obligation that such Participant, Indirect Participant or other nominee may incur elect to any Beneficial Owner. (g) The terms and provisions of a letter of representations between the Issuer and the Securities Depository are incorporated herein by reference and, in the event there shall exist any inconsistency between the substantive provisions of the Letter of Representations and any provisions of this Indenture, then, for as long as the initial Securities Depository shall serve with respect to the Bonds, the terms of the Letter of Representations shall govern. The Trustee shall comply with all 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 have its Book-Entry System; (2) a certificate of any Participant as to the identity of any Indirect Participant and (3) a certificate of any Participant Notes purchased or Indirect Participant as to the identity oftendered, and shall effect delivery of such Notes by causing the respective principal amount of Bonds beneficially owned by, Issuing and Paying Agent to transfer the Beneficial OwnersOwner’s interest in the Notes on the 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 deemed satisfied when the ownership rights in the Notes are transferred on the Issuing and Paying Agent’s records.

Book-Entry System. The Company may make appropriate arrangements for the Bonds (aor any portion thereof) The Bonds may to be issued pursuant to or held by means of a Book- Entry System book-entry system administered by the Securities Depository DTC with no physical distribution of Bond certificates Bonds made to be made except as provided the public (other than those Bonds, if any, not held under such book-entry system). References in this Section 4.8 (i) if 207 to a Bond or the Bonds are rated “A” without regard shall be construed to modifier (mean the Bond or the equivalent) or better by a Rating Agency or (ii) upon direction of Bonds that are held under 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-15system. 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 BondsIn such event, one Bond for each Series in the aggregate principal amount of each maturity of such Bonds will shall be issued to DTC and deposited with held under the Securities Depository to be held in its custodyFAST system or such other system as permitted by DTC. Such Bond or Bonds A book-entry system shall be registered in the name of the Securities Depository Nominee. The Book-Entry System will be maintained by the Securities Depository and the participants and indirect participants and will evidence beneficial employed, evidencing ownership of the Bonds in Authorized Denominations, with transfers of beneficial ownership effected on the records of the Securities Depository, the participants DTC and the indirect participants DTC Participants pursuant to rules and procedures established by DTC. Each DTC Participant shall be credited in the Securities Depository, records of DTC with the Participants and amount of such DTC Participant's interest in the Indirect Bonds. Beneficial ownership interests in the Bonds may be purchased by or through DTC Participants. The principal or holders of these beneficial ownership interests are hereinafter referred to as the "Beneficial Owners." The Beneficial Owners shall not receive Bonds representing their beneficial ownership interests. The ownership interests of each Beneficial Owner shall be recorded through the records of the DTC Participant from which such Beneficial Owner purchased its Bonds. Transfers of Ownership interests in the Bonds shall be accomplished by book entries made by DTC and, in turn, by DTC Participants acting on behalf of Beneficial Owners. SO LONG AS CEDE & CO., AS NOMINEE FOR DTC, IS THE REGISTERED OWNER OF THE BONDS, THE TRUSTEE SHALL TREAT CEDE & CO. AS THE ONLY HOLDER OF THE BONDS FOR ALL PURPOSES UNDER THIS INDENTURE, INCLUDING RECEIPT OF ALL PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE BONDS, RECEIPT OF NOTICES, VOTING AND REQUESTING OR DIRECTING THE TRUSTEE TO TAKE OR NOT TO TAKE, OR CONSENTING TO, CERTAIN ACTIONS UNDER THIS INDENTURE. Payments of principal, interest, premium, if any, and purchase price with respect to the Bonds, so long as DTC is the only Registered Owner of and any premium on each Bond the Bonds, shall be payable to the Securities Depository Nominee or any other person appearing on the Bond Register maintained paid by the Trustee directly to DTC or its nominee, Cede & Co. as provided in the registered Bondholder or his registered assigns or legal representative. So long as Letter of Representations dated January 19, 2001 from the Book-Entry System is in effectCompany, the Securities Depository will be recognized Remarketing Agent and the Trustee in its capacities as such and as Tender Agent and Paying Agent to DTC (the sole Bondholder for all purposes"Letter of Representations") with respect to the Bonds. Transfers or exchanges, DTC shall remit such payments of principal, purchase price, interest and any premium and notices to Participants and Indirect Participants will be the responsibility of the Securities DepositoryDTC Participants, and transfers or exchanges, such payments of principal, purchase price, interest and any premium and notices thereafter shall be paid by DTC Participants to the Beneficial Owners will be Owners. Neither the responsibility of Company nor the Participants and the Indirect Participants. No other party (including the Trustee) will Trustee shall be responsible or liable for such transfers or exchangespayment by DTC to DTC Participants, payments or notices for sending transaction statements or for maintaining, supervising or reviewing such records maintained by the Securities Depository, the Participants DTC or the Indirect DTC Participants. While In 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 event that (1) DTC determines not to the Securities Depository Nominee or the Securities Depository, continue to act 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 time elect (i) to provide for the replacement of any Securities Depository as the securities depository for the Bonds with another qualified Securities Depository, or (ii2) to discontinue the maintenance Company determines that the continuation of the book-entry system of evidence and transfer of ownership of the Bonds under a Book-Entry System. Upon written notice would adversely affect the Company's interests or the interests of such election from the Issuer, 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 and the Trustee). The Bondholder Representative may elect from time to time to discontinue the Book-Entry System solely for purposes of the Bonds it beneficially owns by providing a written notice to the Trustee at least 30 days prior to the effective date of such election. (d) Upon the discontinuance of the maintenance of the Bonds under a Book-Entry System, the Issuer will cause Bonds to be issued directly to the Beneficial Owners of such the Bonds, or their designees, as further described below. In such event, the Trustee Company shall make provisions to notify Participants and discontinue the Beneficial Owners, by mailing an appropriate notice to the Securities Depository, or by other means deemed appropriate by the Trustee, that Bonds will be directly issued to the Beneficial Owners thereof as of a date set forth in such notice, which shall be a date at least 10 days after the date of mailing of such notice (or such fewer number of days as shall be acceptable to the Securities Depository and the Trustee). Upon such event, the Issuer, at the expense of the Borrower, or, if requested by the Bondholder Representative, at its expense, shall promptly have prepared Bonds in certificated form registered in the names of the Beneficial Owners thereof shown on the records of the Participants provided to the Trustee, as of the date set forth in the notice described above. Bonds issued to the Beneficial Owners, or their designees, shall be in fully registered form substantially in the forms set forth in Exhibit A or Exhibit H, as applicable. In such event, this Indenture may be amended as the parties deem necessary pursuant to Section 13.1(f) hereof in order to reflect the use of certificated Bonds. (e) If any Securities Depository is replaced as the depository for the Bonds book-entry system with another qualified Securities Depository, the Issuer, at the expense of the Borrower, will issue Bonds to the replacement Securities Depository Bonds substantially in the forms set forth in Exhibit A or Exhibit H, as applicable registered in the name of such replacement Securities Depository. (f) The Issuer, the Borrower and the Trustee 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 liable for the failure of any Participant, Indirect Participant or other nominee of any Beneficial Owner of any Bonds to perform any obligation that such Participant, Indirect Participant or other nominee may incur to any Beneficial Owner. (g) The terms and provisions of a letter of representations between the Issuer and the Securities Depository are incorporated herein by reference and, in the event there shall exist any inconsistency between the substantive provisions of the Letter of Representations and any provisions of this Indenture, then, for as long as the initial Securities Depository shall serve DTC with respect to the Bonds. If the Company fails to identify another qualified securities depository to replace DTC, the terms Trustee shall authenticate and deliver replacement Bonds in the form of fully registered Bonds to each Beneficial Owner upon the receipt of instructions from the Company. THE COMPANY, THE REMARKETING AGENT, THE TENDER AGENT AND THE TRUSTEE SHALL NOT HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO DTC OR 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, CEDE & CO., AS REGISTERED OWNER. In the event that a book-entry system of evidence and transfer of ownership of the Letter Bonds is discontinued pursuant to the provisions of Representations this Section, the Bonds shall governbe 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 Trustee shall comply not be limited to utilizing a book-entry system maintained by DTC but may enter into a custody agreement (with all the rules, regulations, policies and procedures consent 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. Company) with any bank or trust company serving as custodian (h) The Issuer, the Borrower and which may be the Trustee may rely conclusively upon (1serving in the capacity of custodian) to provide for a certificate book-entry or similar method for the registration and registration of transfer of all or a portion of the Securities Depository as to the identity of the Participants in the BookBonds. SO LONG AS A 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 ofENTRY SYSTEM OF EVIDENCE OF TRANSFER OF OWNERSHIP OF ALL THE BONDS IS MAINTAINED IN ACCORDANCE HEREWITH, and the respective principal amount of Bonds beneficially owned by, the Beneficial OwnersTHE 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. (a) The Bonds may be issued pursuant to a Book- Entry System administered by Depositary shall make arrangements for 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 acceptance 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-15American Depositary Shares into DTC. 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 All American Depositary Shares held through DTC will be 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 Nomineenominee for DTC (currently “Cede & Co.”). The Book-Entry System As such, the nominee for DTC will be maintained the only “Owner” of all American Depositary Shares held through DTC. Unless issued by the Securities Depository and Depositary as uncertificated American Depositary Shares, the participants and indirect participants and American Depositary Shares registered in the name of Cede & Co. will evidence beneficial ownership be evidenced by one or more Receipt(s) in the form of a “Balance Certificate,” which will provide that it represents the Bonds aggregate number of American Depositary Shares from time to time indicated in Authorized Denominations, with transfers of ownership effected on 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. Citibank, N.A. (or such other entity as is appointed by DTC or its nominee) may hold the participants “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 indirect participants pursuant DTC Participants to rules 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 procedures established by authority to act on behalf of the Securities Depository, Beneficial Owners of the Participants American Depositary Shares held in the DTC Participants’ respective accounts in DTC and the Indirect Depositary shall for all purposes be authorized to rely upon any instructions and information given to it by DTC 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 American Depositary Shares are held through DTC or unless otherwise required by law, ownership of beneficial interests in the Book-Entry System is American Depositary Shares registered in effect, the Securities Depository name of the nominee for DTC 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 Depositoryshown on, and transfers or exchanges, payments of principal, purchase price, interest and any premium and notices to Beneficial Owners such ownership 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 exchangeseffected only through, 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 time elect (i) DTC or its nominee (with respect to provide for the replacement interests of any Securities Depository as the depository for the Bonds with another qualified Securities DepositoryDTC Participants), or (ii) to discontinue the 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 (or such fewer number of days as shall be acceptable to such Securities Depository and the Trustee). The Bondholder Representative may elect from time to time to discontinue the Book-Entry System solely for purposes of the Bonds it beneficially owns by providing a written notice to the Trustee at least 30 days prior to the effective date of such election. (d) Upon the discontinuance of the maintenance of the Bonds under a Book-Entry System, the Issuer will cause Bonds to be issued directly to the Beneficial Owners of such Bonds, DTC Participants or their designees, as further described below. In such event, the Trustee shall make provisions to notify Participants and the Beneficial Owners, by mailing an appropriate notice to the Securities Depository, or by other means deemed appropriate by the Trustee, that Bonds will be directly issued to the Beneficial Owners thereof as of a date set forth in such notice, which shall be a date at least 10 days after the date of mailing of such notice nominees (or such fewer number of days as shall be acceptable to the Securities Depository and the Trustee). Upon such event, the Issuer, at the expense of the Borrower, or, if requested by the Bondholder Representative, at its expense, shall promptly have prepared Bonds in certificated form registered in the names of the Beneficial Owners thereof shown on the records of the Participants provided to the Trustee, as of the date set forth in the notice described above. Bonds issued to the Beneficial Owners, or their designees, shall be in fully registered form substantially in the forms set forth in Exhibit A or Exhibit H, as applicable. In such event, this Indenture may be amended as the parties deem necessary pursuant to Section 13.1(f) hereof in order to reflect the use of certificated Bonds. (e) If any Securities Depository is replaced as the depository for the Bonds with another qualified Securities Depository, the Issuer, at the expense of the Borrower, will issue Bonds to the replacement Securities Depository Bonds substantially in the forms set forth in Exhibit A or Exhibit H, as applicable registered in the name of such replacement Securities Depository. (f) The Issuer, the Borrower and the Trustee 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 liable for the failure of any Participant, Indirect Participant or other nominee of any Beneficial Owner of any Bonds to perform any obligation that such Participant, Indirect Participant or other nominee may incur to any Beneficial Owner. (g) The terms and provisions of a letter of representations between the Issuer and the Securities Depository are incorporated herein by reference and, in the event there shall exist any inconsistency between the substantive provisions of the Letter of Representations and any provisions of this Indenture, then, for as long as the initial Securities Depository shall serve with respect to the Bonds, the terms interests of the Letter clients 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 6.14DTC Participants). (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.

Book-Entry System. The Borrower may make appropriate arrangements for the Bonds (aor any portion thereof) The Bonds may to be issued pursuant to or held by means of a Book- Entry System book-entry system administered by the Securities Depository DTC with no physical distribution of Bond certificates to be Bonds 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 public (other than those Bonds, if any, not held under such book-entry delivery of unrated bonds has been met, including that the Holder system). References in this SECTION 206 to a Bond or a designee thereof to whom the Bonds shall be construed to mean the Bond or the Bonds that are delivered immediately prior to their entering held under the Bookbook-Entry System is a registered broker-dealer subject to MSRB Rule G-15entry system. 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 BondsIn such event, one Bond for each Series in the aggregate principal amount of each maturity of such Bonds will shall be issued to DTC and deposited with the Securities Depository to be held immobilized in its custody. Such Bond or Bonds A book-entry system shall be registered in the name of the Securities Depository Nominee. The Book-Entry System will be maintained by the Securities Depository and the participants and indirect participants and will evidence beneficial employed, evidencing ownership of the Bonds in Authorized Denominations, with transfers of beneficial ownership effected on the records of the Securities Depository, the participants DTC and the indirect participants DTC Participants pursuant to rules and procedures established by DTC. Each DTC Participant shall be credited in the Securities Depository, records of DTC with the Participants and amount of such DTC Participant's interest in the Indirect Bonds. Beneficial ownership interests in the bonds may be purchased by or through DTC Participants. The principal or holders of these beneficial ownership interests are hereinafter referred to as the "Beneficial Owners." The Beneficial Owners shall not receive Bonds representing their beneficial ownership interests. The ownership interests of each Beneficial Owner shall be recorded through the records of the DTC Participant from which such Beneficial Owner purchased its Bonds. Transfers of Ownership interests in the Bonds shall be accomplished by book entries made by DTC and, in turn, by DTC Participants acting on behalf of Beneficial Owners. SO LONG AS CEDE & CO., AS NOMINEE FOR DTC, IS THE REGISTERED OWNER OF THE BONDS, THE TRUSTEE SHALL TREAT CEDE & CO. AS THE ONLY HOLDER OF THE BONDS FOR ALL PURPOSES UNDER THIS INDENTURE, INCLUDING RECEIPT OF ALL PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE BONDS, RECEIPT OF NOTICES, VOTING AND REQUESTING OR DIRECTING THE TRUSTEE TO TAKE OR NOT TO TAKE, OR CONSENTING TO, CERTAIN ACTIONS UNDER THIS INDENTURE. Payments of principal, interest, premium, if any, and purchase price with respect to the Bonds, so long as DTC is the only owner of and any premium on each Bond the Bonds, shall be payable to the Securities Depository Nominee or any other person appearing on the Bond Register maintained paid by the Trustee directly to DTC or its nominee, Cede & Co. as provided in the registered Bondholder or his registered assigns or legal representative. So long as Letter of Representations dated May 10, 2000, from the Book-Entry System is in effectIssuer, the Securities Depository will be recognized Remarketing Agent and the Trustee in its capacities as such and as Tender Agent and Paying Agent to DTC with respect to the sole Bondholder for all purposesBonds. Transfers or exchanges, DTC shall remit such payments of principal, purchase price, interest and any premium and notices to Participants and Indirect Participants will be the responsibility of the Securities DepositoryDTC Participants, and transfers or exchangessuch payments thereafter shall be paid by DTC Participants to the Beneficial Owners. The Issuer, payments of principalthe Borrower, purchase price, interest and any premium and notices to Beneficial Owners will be the responsibility of the Participants Tender Agent and the Indirect Participants. No other party (including the Trustee) will Trustee shall not be responsible or liable for such transfers payment by DTC or exchangesDTC Participants, payments or notices for sending transaction statements or for maintaining, supervising or reviewing such records maintained by the Securities Depository, the Participants DTC or the Indirect DTC 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 Notwithstanding anything to the Securities Depository Nominee or contrary contained in this Indenture, for so long as Cede & Co. is the Securities Depositorysole registered owner of the Bonds, as the case may be, by wire transfer in immediately available funds to the account all tenders and deliveries of such entity. Notwithstanding Bonds under the provisions of this Section 4.8(b), Subordinate Bonds may not Indenture shall be issued made pursuant to a Book-Entry System administered by DTC's procedures in effect from time to time and none of the Securities Depository Issuer, the Trustee, the Tender Agent or the Remarketing Agent shall have any responsibility for or liability with no physical distribution respect to the implementation of Bond certificates such procedures. In the event that (1) DTC determines not to be made except continue to act as provided in this Section 4.8(b). (c) The Issuer may at any time elect (i) to provide for the replacement of any Securities Depository as the securities depository for the Bonds with another qualified Securities Depository, of any Series or (ii2) to discontinue the maintenance Borrower, with the consent of the Trustee and the Remarketing Agent, determines that the continuation of the book-entry system of evidence and transfer of ownership of the Bonds under a Book-Entry System. Upon written notice would adversely affect its interests or the interests of such election from the Issuer, 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 and the Trustee). The Bondholder Representative may elect from time to time to discontinue the Book-Entry System solely for purposes of the Bonds it beneficially owns by providing a written notice to the Trustee at least 30 days prior to the effective date of such election. (d) Upon the discontinuance of the maintenance of the Bonds under a Book-Entry System, the Issuer will cause Bonds to be issued directly to the Beneficial Owners of such the Bonds, the Issuer shall, at the request of the Borrower or their designees, as further described below. In such event, the Trustee shall make provisions to notify Participants and the Beneficial Owners, by mailing an appropriate notice to the Securities Depository, or by other means deemed appropriate by the Trustee, that Bonds will be directly issued to discontinue the Beneficial Owners thereof as of a date set forth in such notice, which shall be a date at least 10 days after the date of mailing of such notice (or such fewer number of days as shall be acceptable to the Securities Depository and the Trustee). Upon such event, the Issuer, at the expense of the Borrower, or, if requested by the Bondholder Representative, at its expense, shall promptly have prepared Bonds in certificated form registered in the names of the Beneficial Owners thereof shown on the records of the Participants provided to the Trustee, as of the date set forth in the notice described above. Bonds issued to the Beneficial Owners, or their designees, shall be in fully registered form substantially in the forms set forth in Exhibit A or Exhibit H, as applicable. In such event, this Indenture may be amended as the parties deem necessary pursuant to Section 13.1(f) hereof in order to reflect the use of certificated Bonds. (e) If any Securities Depository is replaced as the depository for the Bonds book-entry system with another qualified Securities Depository, the Issuer, at the expense of the Borrower, will issue Bonds to the replacement Securities Depository Bonds substantially in the forms set forth in Exhibit A or Exhibit H, as applicable registered in the name of such replacement Securities Depository. (f) The Issuer, the Borrower and the Trustee 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 liable for the failure of any Participant, Indirect Participant or other nominee of any Beneficial Owner of any Bonds to perform any obligation that such Participant, Indirect Participant or other nominee may incur to any Beneficial Owner. (g) The terms and provisions of a letter of representations between the Issuer and the Securities Depository are incorporated herein by reference and, in the event there shall exist any inconsistency between the substantive provisions of the Letter of Representations and any provisions of this Indenture, then, for as long as the initial Securities Depository shall serve DTC with respect to the Bonds. If the Borrower fails to identify another qualified securities depository to replace DTC, the terms Trustee shall authenticate and deliver replacement Bonds in the form of fully registered Bonds pursuant to the written instructions of DTC. The securities depository may be removed at any time at the election of the Letter of Representations shall govern. The Trustee shall comply Remarketing Agent, with all the rules, regulations, policies and procedures consent of the Securities Depository in order to effectuate Trustee, and a new securities depository may thereupon be appointed by the provisions and intent of this Indenture, Remarketing Agent with 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 consent 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 OwnersTrustee.

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 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 form. Notwithstanding any inconsistent provision in this Indenture to the contrary, the provisions of unrated bonds has been met, including this Section shall govern at any time that the Holder or a designee thereof to whom the Series 2017 Bonds are delivered immediately prior to their entering the Bookissued in 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-15entry form. (b) So long as a BookThe Series 2017 Bonds issued in book-Entry System is entry form shall be issued in effect the form of one fully-registered immobilized certificate for the each maturity of Series 2017 Bonds outstanding which Series 2017 Bonds, one Bond for each Series in taken together, will represent the total aggregate principal amount of each maturity of such the Series 2017 Bonds, which Series 2017 Bonds will be issued and deposited with the Securities Depository to be held (except as provided in its custody. Such Bond or Bonds paragraph (i) below) shall be registered in the name of Cede & Co., as nominee of DTC; provided, that if DTC shall request that the Securities Depository NomineeSeries 2017 Bonds be registered in the name of a different nominee, the Trustee shall exchange all or any portion of the 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. The Book-Entry System will No person other than DTC or its nominee shall be entitled to receive from the Issuer or the Trustee a Series 2017 Bonds or any other evidence of ownership of the 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 on the Series 2017 Bonds registration books to be maintained by the Securities Depository and Trustee, in connection with discontinuing the participants and indirect participants and will evidence beneficial ownership of the Bonds book-entry system as provided 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 paragraph (i) below 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. otherwise. (c) So long as the Book-Entry System is Series 2017 Bonds or any portion thereof are registered in effectthe name of DTC or any nominee thereof, the Securities Depository will be recognized as the sole Bondholder for all purposes. Transfers or exchanges, payments of the principal, purchase price, interest and any premium and notices to Participants and Indirect Participants will be the responsibility prepayment price 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 such Series 2017 Bonds shall be made to the Securities Depository Nominee DTC or the Securities Depository, as the case may be, by wire transfer its nominee in immediately available funds to on the account of dates provided for such entity. Notwithstanding the provisions of payments under 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 Indenture and at such times as provided in this Section 4.8(b). (c) The Issuer may at any time elect (i) the Letter of Representations to provide for the replacement of any Securities Depository as the depository for the Bonds with another qualified Securities Depository, or (ii) to discontinue the maintenance of the Bonds under a Book-Entry System. Upon written notice of such election from be entered into among the Issuer, 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 to DTC or its nominee shall give 30 days’ prior notice be valid and effective to fully discharge all liability of the Issuer or the Trustee with respect to the principal, prepayment price or of interest on the Series 2017 Bonds to the extent of the 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 election partial redemption; provided, that DTC shall deliver to the Securities Depository (or Trustee, upon request, a written confirmation of such fewer number of days as partial prepayment and thereafter the records maintained by the Trustee shall be acceptable conclusive as to such Securities Depository and the Trustee). The Bondholder Representative may elect from time to time to discontinue the Book-Entry System solely for purposes amount of the Series 2017 Bonds it beneficially owns by providing a written notice to the Trustee at least 30 days prior to the effective date of such electionmaturity which have been prepaid. (d) Upon the discontinuance All transfers of the maintenance of the Bonds under a Book-Entry System, the Issuer will cause Bonds to be issued directly to the Beneficial Owners of such Bonds, or their designees, as further described below. In such event, the Trustee shall make provisions to notify Participants and the Beneficial Owners, by mailing an appropriate notice to the Securities Depository, or by other means deemed appropriate by the Trustee, that Bonds will be directly issued to the Beneficial Owners thereof as of a date set forth beneficial ownership interests in such notice, which Series 2017 Bonds issued in book-entry form shall be a date at least 10 days after effected by procedures by DTC with its participants for recording and transferring the date ownership of mailing of such notice (or such fewer number of days as shall be acceptable to the Securities Depository and the Trustee). Upon such event, the Issuer, at the expense of the Borrower, or, if requested by the Bondholder Representative, at its expense, shall promptly have prepared Bonds in certificated form registered beneficial interests in the names of the Beneficial Owners thereof shown on the records of the Participants provided to the Trustee, as of the date set forth in the notice described above. Bonds issued to the Beneficial Owners, or their designees, shall be in fully registered form substantially in the forms set forth in Exhibit A or Exhibit H, as applicable. In such event, this Indenture may be amended as the parties deem necessary pursuant to Section 13.1(f) hereof in order to reflect the use of certificated Series 2017 Bonds. (e) If any Securities Depository is replaced The Issuer and the Trustee may treat [DTC (or its nominee)] as the depository sole and exclusive Owner of the Series 2017 Bonds registered in its name for the Bonds with another qualified Securities Depository, the Issuer, at the expense purposes of payment of the Borrowerprincipal, will issue redemption price of or interest on the Series 2017 Bonds, selecting the 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 replacement Securities Depository Bonds substantially in transfer of Series 2017 Bonds, obtaining any consent or other action to be taken by Owners and for all other purposes whatsoever; and the forms set forth in Exhibit A or Exhibit H, as applicable registered in the name of such replacement Securities Depository. (f) The Issuer, the Borrower Issuer and the Trustee shall not be affected by any notice to the contrary. The Issuer and the Trustee shall not have no liability for the failure of any Securities Depository to perform its responsibility or obligation to any Participantparticipant in DTC, any Indirect Participant person claiming a beneficial ownership interest in the Series 2017 Bonds under or through DTC or any Beneficial Owner such participant, or 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 (ii) the accuracy of any Bonds, and none of them shall be liable for records maintained by DTC or any such participant; or (iii) the failure payment by DTC or any such participant of any Participant, Indirect Participant or other nominee of any Beneficial Owner of any Bonds to perform any obligation that such Participant, Indirect Participant or other nominee may incur to any Beneficial Owner. (g) The terms and provisions of a letter of representations between the Issuer and the Securities Depository are incorporated herein by reference and, amount in the event there shall exist any inconsistency between the substantive provisions respect of the Letter principal, redemption price of Representations and or interest on the Series 2017 Bonds; or (iv) any provisions of notice which is permitted or required to be given to Owners under this Indenture, then, for as long as the initial Securities Depository shall serve with respect to the Bonds, the terms of the Letter of Representations shall govern. The Trustee shall comply with all 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.or

Book-Entry System. The Lessee may make appropriate arrangements for the Bonds (aor any portion thereof) The Bonds may to be issued pursuant to or held by means of a Book- Entry System book-entry system administered by the Securities Depository DTC with no physical distribution of Bond certificates Bonds made to be made except as provided the public (other than those Bonds, if any, not held under such book-entry system). References in this Section 4.8 (i) if 4.13 to a Bond or the Bonds are rated “A” without regard shall be construed to modifier (mean the Bond or the equivalent) or better by a Rating Agency or (ii) upon direction of Bonds that are held under 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-15system. 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 BondsIn such event, one Bond for each Series in the aggregate principal amount of each maturity of such Bonds will shall be issued to DTC and deposited with the Securities Depository to be held immobilized in its custody. Such Bond or Bonds A book-entry system shall be registered in the name of the Securities Depository Nominee. The Book-Entry System will be maintained by the Securities Depository and the participants and indirect participants and will evidence beneficial employed, evidencing ownership of the Bonds in Authorized Denominations, with transfers of beneficial ownership effected on the records of the Securities Depository, the participants DTC and the indirect participants DTC Participants pursuant to rules and procedures established by DTC. Each DTC Participant shall be credited in the Securities Depository, records of DTC with the Participants and amount of such DTC Participant’s interest in the Indirect Bonds. Beneficial ownership interests in the bonds may be purchased by or through DTC Participants. The principal or holders of these beneficial ownership interests are hereinafter referred to as the “Beneficial Owners.” The Beneficial Owners shall not receive Bonds representing their beneficial ownership interests. The ownership interests of each Beneficial Owner shall be recorded through the records of the DTC Participant from which such Beneficial Owner purchased its Bonds. Transfers of ownership interests in the Bonds shall be accomplished by book entries made by DTC and, in turn, by DTC Participants acting on behalf of Beneficial Owners. SO LONG AS CEDE & CO., AS NOMINEE FOR DTC, IS THE REGISTERED OWNER OF THE BONDS, THE TRUSTEE SHALL TREAT CEDE & CO. AS THE ONLY HOLDER OF THE BONDS FOR ALL PURPOSES UNDER THIS INDENTURE, INCLUDING RECEIPT OF ALL PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE BONDS, RECEIPT OF NOTICES, VOTING AND REQUESTING OR DIRECTING THE TRUSTEE TO TAKE OR NOT TO TAKE, OR CONSENTING TO, CERTAIN ACTIONS UNDER THIS INDENTURE. Payments of principal, interest, premium, if any, and purchase price with respect to the Bonds, so long as DTC is the only owner of and any premium on each Bond the Bonds, shall be payable to the Securities Depository Nominee or any other person appearing on the Bond Register maintained paid by the Trustee directly to DTC or its nominee, Cede & Co. as provided in the registered Bondholder or his registered assigns or legal representativeLetter of Representation relating to the Bonds to DTC (the “Letter of Representation”) with respect to the Bonds. So long as DTC shall remit such payments to DTC Participants, and such payments thereafter shall be paid by DTC Participants to the Book-Entry System is in effectBeneficial Owners. The Issuer, the Securities Depository will be recognized as Lessee, 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 Tender Agent and the Indirect Participants. No other party (including the Trustee) will Trustee shall not be responsible or liable for such transfers payment by DTC or exchangesDTC Participants, payments or notices for sending transaction statements or for maintaining, supervising or reviewing such records maintained by the Securities Depository, the Participants DTC or the Indirect DTC Participants. While In 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 event that (1) DTC determines not to the Securities Depository Nominee or the Securities Depository, continue to act 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 time elect (i) to provide for the replacement of any Securities Depository as the securities depository for the Bonds with another qualified Securities Depository, of any series or (ii2) to discontinue the maintenance Lessee or the Trustee determines that the continuation of the book-entry system of evidence and transfer of ownership of the Bonds under a Book-Entry System. Upon written notice would adversely affect its interests or the interests of such election from the Issuer, 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 and the Trustee). The Bondholder Representative may elect from time to time to discontinue the Book-Entry System solely for purposes of the Bonds it beneficially owns by providing a written notice to the Trustee at least 30 days prior to the effective date of such election. (d) Upon the discontinuance of the maintenance of the Bonds under a Book-Entry System, the Issuer will cause Bonds to be issued directly to the Beneficial Owners of such the Bonds, the Issuer shall, at the request of the Lessee or their designees, as further described below. In such event, the Trustee shall make provisions to notify Participants and the Beneficial Owners, by mailing an appropriate notice to the Securities Depository, or by other means deemed appropriate by the Trustee, that Bonds will be directly issued to discontinue the Beneficial Owners thereof as of a date set forth in such notice, which shall be a date at least 10 days after the date of mailing of such notice (or such fewer number of days as shall be acceptable to the Securities Depository and the Trustee). Upon such event, the Issuer, at the expense of the Borrower, or, if requested by the Bondholder Representative, at its expense, shall promptly have prepared Bonds in certificated form registered in the names of the Beneficial Owners thereof shown on the records of the Participants provided to the Trustee, as of the date set forth in the notice described above. Bonds issued to the Beneficial Owners, or their designees, shall be in fully registered form substantially in the forms set forth in Exhibit A or Exhibit H, as applicable. In such event, this Indenture may be amended as the parties deem necessary pursuant to Section 13.1(f) hereof in order to reflect the use of certificated Bonds. (e) If any Securities Depository is replaced as the depository for the Bonds book-entry system with another qualified Securities Depository, the Issuer, at the expense of the Borrower, will issue Bonds to the replacement Securities Depository Bonds substantially in the forms set forth in Exhibit A or Exhibit H, as applicable registered in the name of such replacement Securities Depository. (f) The Issuer, the Borrower and the Trustee 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 liable for the failure of any Participant, Indirect Participant or other nominee of any Beneficial Owner of any Bonds to perform any obligation that such Participant, Indirect Participant or other nominee may incur to any Beneficial Owner. (g) The terms and provisions of a letter of representations between the Issuer and the Securities Depository are incorporated herein by reference and, in the event there shall exist any inconsistency between the substantive provisions of the Letter of Representations and any provisions of this Indenture, then, for as long as the initial Securities Depository shall serve DTC with respect to the Bonds. If the Lessee fails to identify another qualified securities depository to replace DTC, the terms Bond Registrar shall authenticate and deliver replacement Bonds in the form of fully registered Bonds pursuant to the written instructions of DTC. THE ISSUER, THE LESSEE, THE REMARKETING AGENT, 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, CEDE & CO., AS OWNER. In the event that a book-entry system of evidence and transfer of ownership of the Letter Bonds is discontinued pursuant to the provisions of Representations this Section, the Bonds shall governbe 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 Lessee shall not be limited to utilizing a book-entry system maintained by DTC but may enter into a custody agreement with any bank or trust company serving as custodian (which may be the Trustee shall comply with serving in the capacity of custodian) to provide for a book-entry or similar method for the registration and registration of transfer of all the rules, regulations, policies and procedures or a portion of the Securities Depository in order to effectuate the provisions and intent of this IndentureBonds. SO LONG AS A BOOK-ENTRY SYSTEM OF EVIDENCE OF TRANSFER OF OWNERSHIP OF ALL THE BONDS IS MAINTAINED IN ACCORDANCE HEREWITH, 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 6.14THE 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. (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.

Book-Entry System. (a) The Bonds may will initially be issued pursuant to by means of a Book- Entry System administered by the Securities Depository book-entry system with no physical distribution of Bond certificates to be Bonds 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 public, unless 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 system is a registered broker-dealer subject to MSRB Rule G-15discontinued as described below. 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 One certificate for each Series in the aggregate principal amount of each maturity of such Bonds will be issued to The Depository Trust Company, New York, New York ("DTC"), and deposited with the Securities Depository to be held immobilized in its custody. Such Bond or Bonds shall be registered in the name of the Securities Depository Nominee. The A Book-Entry System will be maintained by the Securities Depository and the participants and indirect participants and will evidence beneficial employed, evidencing ownership of the Bonds in Authorized Denominations, with transfers of beneficial ownership effected on the records of DTC, and its participants (the Securities Depository, the participants "DTC Participants") and the its indirect participants (the "Indirect Participants") pursuant to rules and procedures established by DTC. Payments of principal and interest with respect to the Securities DepositoryBonds, so long as DTC is the only owner of the Bonds, will be paid by the Paying Agent directly to DTC or its nominee, Cede & Co as provided in the Letter of Representations dated April 19, 1996 from the Issuer, the Participants Remarketing Agent, and the Indirect ParticipantsTrustee to DTC (the "Letter of Representation"). 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 Transfer of principal, purchase price, interest and any premium and payments or notices to DTC Participants and DTC Indirect Participants will be the responsibility of the Securities DepositoryDTC, and transfers or exchanges, payments transfer of principal, purchase price, interest and any premium and notices payment or notice to beneficial owners of the Bonds (the "Beneficial Owners Owners") will be the responsibility of the DTC Participants and the DTC Indirect Participants. No other party (including the Trustee) will be responsible or liable for such transfers or exchanges, of payments or notices or for maintaining, supervising or reviewing such records maintained by the Securities DepositoryDTC, the DTC Participants or the DTC 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 Payments will 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 Cede & Co. as specified in the provisions of this Section 4.8(b), Subordinate Bonds may not be issued pursuant to a Book-Entry System administered register maintained by the Securities Depository with no physical distribution Registrar or by such other method of Bond certificates payment as the Paying Agent may determine to be made except necessary or advisable with the concurrence of DTC. In the event that (a) DTC determines not to continue to act as provided in this Section 4.8(b). (c) The Issuer may at any time elect (i) to provide for the replacement of any Securities Depository as the securities depository for the Bonds with another qualified Securities Depository, or (iib) the Trustee or the Company determines that the continuation of the book-entry system of evidence and transfer of ownership of the Bonds would adversely affect their interests or the interests of the Beneficial Owners of the Bonds, the Company may cause the Issuer to discontinue the maintenance of book-entry system with DTC. If 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 Company fails to the Securities Depository (or such fewer number of days as shall be acceptable identify another qualified securities depository to such Securities Depository and the Trustee). The Bondholder Representative may elect from time to time to discontinue the Book-Entry System solely for purposes of the Bonds it beneficially owns by providing a written notice to the Trustee at least 30 days prior to the effective date of such election. (d) Upon the discontinuance of the maintenance of the Bonds under a Book-Entry Systemreplace DTC, the Issuer will cause Bonds to be issued directly to the Beneficial Owners of such Bonds, or their designees, as further described below. In such event, the Trustee shall make provisions to notify Participants and the Beneficial Owners, by mailing an appropriate notice to the Securities Depository, or by other means deemed appropriate by the Trustee, that Bonds will be directly issued to the Beneficial Owners thereof as of a date set forth in such notice, which shall be a date at least 10 days after the date of mailing of such notice (or such fewer number of days as shall be acceptable to the Securities Depository and the Trustee). Upon such event, the Issuer, at the expense of the BorrowerCompany, or, if requested by the Bondholder Representative, at its expense, shall promptly have prepared to authenticate and deliver replacement Bonds in certificated the form of fully registered in Bonds to each Beneficial Owner. DTC may be removed at any time at the names election of the Beneficial Owners thereof shown on Remarketing Agent, with the records consent of the Participants provided Trustee and notice to the Trustee, as of the date set forth in the notice described above. Bonds issued to the Beneficial Owners, or their designees, shall be in fully registered form substantially in the forms set forth in Exhibit A or Exhibit H, as applicable. In such event, this Indenture may be amended as the parties deem necessary pursuant to Section 13.1(f) hereof in order to reflect the use of certificated Bonds. (e) If any Securities Depository is replaced as the depository for the Bonds with another qualified Securities Depository, Company and the Issuer, at and a new securities depository may then be appointed by the expense Issuer, subject to the approval of the Borrower, will issue Bonds Trustee and the Remarketing Agent. Unless a Bond is presented by an authorized representative of DTC to the replacement Securities Depository Bonds substantially in the forms set forth in Exhibit A County or Exhibit Hits agent for registration of transfer, as applicable exchange or payment and such Bond is registered in the name of Cede & Co. or in such replacement Securities Depository. other name as is requested by an authorized representative of DTC (f) The Issuerand any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC, the Borrower and the Trustee shall have no liability any transfer, pledge, or other use of such Bond for the failure of any Securities Depository to perform its obligation value or otherwise by or to any Participant, any Indirect Participant or any Beneficial Owner of any Bonds, and none of them shall be liable for the failure of any Participant, Indirect Participant or other nominee of any Beneficial Owner of any Bonds to perform any obligation that such Participant, Indirect Participant or other nominee may incur to any Beneficial Owner. (g) The terms and provisions of a letter of representations between the Issuer and the Securities Depository are incorporated herein by reference and, in the event there shall exist any inconsistency between the substantive provisions of the Letter of Representations and any provisions of this Indenture, then, for as long person is wrongful inasmuch as the initial Securities Depository shall serve with respect to the Bondsregistered owner thereof, the terms of the Letter of Representations shall governCede & Co., has an interest in such Bond. The Trustee shall comply with all the rulesTHE ISSUER, regulationsTHE COMPANY, policies and procedures of the Securities Depository in order to effectuate the provisions and intent of this IndentureTHE REMARKETING AGENT, 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. THE PAYING AGENT AND THE TRUSTEE SHALL NOT HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO ANY DTC PARTICIPANT OR ANY BENEFICIAL OWNER WITH RESPECT TO: (hI) 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 SystemTHE BONDS; (2II) a certificate 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 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.Article II]

Book-Entry System. The Issuer has entered into an agreement with The Depository Trust Company (a"DTC") The Bonds may be issued pursuant to for the purpose of establishing 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 System" for the Bonds. Pursuant to such agreement, 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 registered in the name of DTC, or its nominee, for the Securities Depository Nomineebenefit of other parties ("DTC Participants"), and DTC shall agree to keep accurate records of the DTC Participants, and promptly to transfer funds received by it in payment for the Bonds to appropriate beneficiaries. The ownership interest of each actual purchaser of a Bond will be recorded in the records of the DTC Participant and each such purchaser will receive a written confirmation of the purchase providing details of the Bond acquired. Transfers of ownership will be accomplished by book entries made by DTC and, in turn, by the DTC Participant who will act on behalf of each such purchaser. Under such circumstances, purchasers will not receive certificates representing their ownership interest in the Bonds, except as otherwise specifically provided in this Indenture. The Issuer and the Trustee may treat the registered holder of each Bond as the owner thereof for all purposes, including payment of principal, interest and redemption premium thereof, the giving of notices, and receipt of consents and direction as specified herein. DTC shall be entitled to take all action with respect to such notices and consents regarding Bonds registered in its or its nominee's name, and may take actions with respect to a portion of such Bonds so registered which are inconsistent with the actions taken with respect to other portions of the Bonds so registered. Neither the Issuer, the Obligor, the Bank nor the Trustee is or will be responsible for the actions of DTC or anyone else in connection with the operation of the Book-Entry System will System. In any case where delivery of a Bond to the Trustee is required under this Indenture, such delivery shall be maintained deemed to have been made by the Securities Depository and the participants and indirect participants and will evidence beneficial ownership appropriate notation of the Bonds in Authorized Denominations, with transfers of ownership effected transfer or registration 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 DTC 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 DTC may determine 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 discontinue providing its service with respect 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 time elect (i) by giving notice to provide for the replacement of any Securities Depository as the depository for the Bonds with another qualified Securities Depository, or (ii) to discontinue the maintenance of the Bonds under a Book-Entry System. Upon written notice of such election from the Issuer, the Obligor and the Trustee and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, the Trustee shall give 30 days’ prior notice of such election transfer and exchange Bond certificates to the Securities Depository actual purchaser of each Bond (or such fewer number of days as shall be acceptable to such Securities Depository and the Trustee"Beneficial Owner"). The Bondholder Representative may elect from time to time to discontinue Beneficial Owner, upon registration of certificates held in the Book-Entry System solely for purposes Beneficial Owner's name, will become the registered owner of the Bonds it beneficially owns by providing a written notice to the Trustee at least 30 days prior to the effective date of such election. (d) Upon the discontinuance Bonds. The Issuer may determine that continuation of the maintenance system of the Bonds under a Book-Entry System, book entry transfers through DTC is not in the Issuer will cause Bonds to be issued directly to best interests of the respective Beneficial Owners and that the Beneficial Owners of such Bonds, or their designees, as further described belowshall be able to obtain Bond certificates. In such event, the Trustee Issuer or DTC Participants, upon the direction of the Issuer, shall make provisions to notify Participants and the Beneficial Owners, by mailing an appropriate notice to the Securities Depository, or by other means deemed appropriate by the Trustee, that Bonds will be directly issued to the Beneficial Owners thereof as of a date set forth in such notice, which shall be a date at least 10 days after the date of mailing of such notice (or such fewer number of days as shall be acceptable to the Securities Depository and the Trustee). Upon such event, the Issuer, at the expense of the Borrower, or, if requested by the Bondholder Representative, at its expense, shall promptly have prepared Bonds in certificated form registered in the names availability of the Beneficial Owners thereof shown on the records of the Participants provided to the Trustee, as of the date set forth in the notice described above. Bonds issued to the Beneficial Owners, or their designees, shall be in fully registered form substantially in the forms set forth in Exhibit A or Exhibit H, as applicable. In such event, this Indenture may be amended as the parties deem necessary pursuant to Section 13.1(f) hereof in order to reflect the use of certificated Bonds. (e) If any Securities Depository is replaced as the depository for the Bonds with another qualified Securities Depository, the Issuer, at the expense of the Borrower, will issue Bonds to the replacement Securities Depository Bonds substantially in the forms set forth in Exhibit A or Exhibit H, as applicable registered in the name of such replacement Securities Depository. (f) The Issuer, the Borrower Bond certificates and the Trustee shall have no liability for the failure of any Securities Depository transfer and exchange Bond certificates to perform its obligation to any Participantsuch Beneficial Owners. Thereafter, any Indirect Participant or any Beneficial Owner of any Bonds, and none of them shall be liable for the failure of any Participant, Indirect Participant or other nominee of any Beneficial Owner of any Bonds to perform any obligation that such Participant, Indirect Participant or other nominee may incur to any Beneficial Owner. (g) The terms and provisions of a letter of representations between the Issuer and the Securities Depository are incorporated herein by reference and, in the event there shall exist any inconsistency between the substantive provisions upon presentation of the Letter of Representations and any provisions Bonds for transfer, the Trustee shall transfer the Bonds or portions thereof in accordance with Section 207 of this Indenture. The costs and expense of printing, then, for as long as preparing and delivering Bond certificates upon the initial Securities Depository shall serve with respect to the Bonds, the terms termination of the Letter services of Representations DTC shall govern. The Trustee shall comply with all be borne by 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 6.14Obligor. (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.

Book-Entry System. (a) The Bonds may be issued pursuant to a Book- Entry System administered by Depositary has made arrangements for 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 acceptance 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-15ADSs into DTC. 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 All ADSs held through DTC will be 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 Nomineenominee for DTC (currently "Cede & Co."). The Book-Entry System As such, the nominee for DTC will be maintained the only "Holder" of all ADSs held through DTC. Unless issued by the Securities Depository and Depositary as Uncertificated ADSs, the participants and indirect participants and ADSs registered in the name of Cede & Co. will evidence beneficial ownership be evidenced by a single ADR in the form of a "Balance Certificate," which will provide that it represents the Bonds aggregate number of ADSs from time to time indicated in Authorized Denominations, with transfers of ownership effected on 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 participants "Balance Certificate" as custodian for DTC. Each Beneficial Owner of ADSs held through DTC must rely upon the procedures of DTC and the indirect participants pursuant DTC Participants to rules 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 procedures established by authority to act on behalf of the Securities Depository, Beneficial Owners of the Participants ADSs held in the DTC Participants' respective accounts in DTC and the Indirect Participants. The principal or purchase price Depositary shall for all purposes be authorized to rely upon any instructions and information given to it by DTC Participants on behalf 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 representativeBeneficial Owners of ADSs. So long as ADSs are held through DTC or unless otherwise required by law, ownership of beneficial interests in the Book-Entry System is ADSs registered in effect, the Securities Depository name of the nominee for DTC 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 Depositoryshown on, and transfers or exchanges, payments of principal, purchase price, interest and any premium and notices to Beneficial Owners such ownership 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 exchangeseffected only through, 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 time elect (i) DTC or its nominee (with respect to provide for the replacement interests of any Securities Depository as the depository for the Bonds with another qualified Securities DepositoryDTC Participants), or (ii) to discontinue the 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 (or such fewer number of days as shall be acceptable to such Securities Depository and the Trustee). The Bondholder Representative may elect from time to time to discontinue the Book-Entry System solely for purposes of the Bonds it beneficially owns by providing a written notice to the Trustee at least 30 days prior to the effective date of such election. (d) Upon the discontinuance of the maintenance of the Bonds under a Book-Entry System, the Issuer will cause Bonds to be issued directly to the Beneficial Owners of such Bonds, DTC Participants or their designees, as further described below. In such event, the Trustee shall make provisions to notify Participants and the Beneficial Owners, by mailing an appropriate notice to the Securities Depository, or by other means deemed appropriate by the Trustee, that Bonds will be directly issued to the Beneficial Owners thereof as of a date set forth in such notice, which shall be a date at least 10 days after the date of mailing of such notice nominees (or such fewer number of days as shall be acceptable to the Securities Depository and the Trustee). Upon such event, the Issuer, at the expense of the Borrower, or, if requested by the Bondholder Representative, at its expense, shall promptly have prepared Bonds in certificated form registered in the names of the Beneficial Owners thereof shown on the records of the Participants provided to the Trustee, as of the date set forth in the notice described above. Bonds issued to the Beneficial Owners, or their designees, shall be in fully registered form substantially in the forms set forth in Exhibit A or Exhibit H, as applicable. In such event, this Indenture may be amended as the parties deem necessary pursuant to Section 13.1(f) hereof in order to reflect the use of certificated Bonds. (e) If any Securities Depository is replaced as the depository for the Bonds with another qualified Securities Depository, the Issuer, at the expense of the Borrower, will issue Bonds to the replacement Securities Depository Bonds substantially in the forms set forth in Exhibit A or Exhibit H, as applicable registered in the name of such replacement Securities Depository. (f) The Issuer, the Borrower and the Trustee 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 liable for the failure of any Participant, Indirect Participant or other nominee of any Beneficial Owner of any Bonds to perform any obligation that such Participant, Indirect Participant or other nominee may incur to any Beneficial Owner. (g) The terms and provisions of a letter of representations between the Issuer and the Securities Depository are incorporated herein by reference and, in the event there shall exist any inconsistency between the substantive provisions of the Letter of Representations and any provisions of this Indenture, then, for as long as the initial Securities Depository shall serve with respect to the Bonds, the terms interests of the Letter clients 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 6.14DTC Participants). (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.