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. (a) The Bonds may shall be issued pursuant to 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 Section. Any provision of this Indenture or the Bonds are rated “A” without regard to modifier (or the equivalent) or better by a Rating Agency or (ii) upon direction requiring physical delivery of the Holder and upon confirmation satisfactory Bonds shall, with respect 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 any Bonds are delivered immediately prior to their entering held under the Book-Entry System is System, be deemed to be satisfied by a registered broker-dealer notation on the registration books maintained by the Trustee that such Bonds are subject to MSRB Rule G-15. or an Affiliate thereof that agrees to abide by MSRB Rule G-15the Book-Entry System. (b) So long as a Book-Entry System is in effect for the Bondsbeing used, one Bond for each Series in the aggregate principal amount of each maturity the Bonds and registered in the name of such Bonds the Securities Depository Nominee 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 Participants and indirect participants 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 Participants and the indirect participants 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 on, each Bond shall be payable to the Securities Depository Nominee or any other person appearing on the Bond Register registration books maintained by the Trustee as the registered Bondholder holder of such Bond 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 Holder of the Bonds for all purposes. Transfers or exchanges, payments of principal, purchase price, interest and any premium and payments or 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 payments or notices to Beneficial Owners 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, of payments or notices or for maintaining, supervising or reviewing such records maintained by the Securities Depository, the Participants or the Indirect Participants. While the Book-Entry System Securities Depository Nominee or the Securities depository, as the case may be, is in effectthe Owner of the Bonds, notwithstanding any other provisions set forth hereinin this Indenture, 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 entityHolder. Notwithstanding Without notice to or the provisions consent of this Section 4.8(b)the Beneficial Owners, Subordinate Bonds may not be issued pursuant to a Book-Entry System administered by the Trustee, with the Company's consent, and the Securities Depository with no physical distribution may agree in writing to make payments of Bond certificates to be made except as provided principal, redemption price or purchase price and interest 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 manner different 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 belowthat set out herein. 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 payments 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 Bonds 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 6.14such manner as if set forth herein. (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 provisions of this Section shall apply to the Certificates so long as such Certificates shall be maintained under the book-entry system with The Depository Trust Company or any other securities depository for the Certificates appointed pursuant to this Section, or their successors (a “Securities Depository”), any other provisions of this Trust Agreement to the contrary notwithstanding. (a) The Bonds may be issued pursuant to a Book- Entry System administered by the Securities Depository with no physical distribution principal 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 interest 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 Certificates shall be payable to the Securities Depository Nominee Depository, or any other person appearing on the Bond Register maintained by the Trustee registered assigns, 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 Holder of the Securities DepositoryCertificates, and transfers on each date on which the principal of 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 Certificates becomes due. Such payments shall be made to the offices of the Securities Depository Nominee specified by the Securities Depository to the State and the Trustee in writing. Without notice to or the consent of the beneficial owners of the Certificates, the State and the Securities Depository may agree in writing to make payments in a manner different from that set out herein. In such event, the State shall give the Trustee notice thereof, and the Trustee shall make payments with respect to the Certificates in the manner specified in such notice as if set forth herein. Neither the State nor the Trustee shall have any obligation with respect to the transfer or crediting of the appropriate payments to any participant of any Securities Depository (a “Participant”) or the beneficial owners of the Certificates or their nominees. (b) In the event that part but not all of any outstanding Certificate is to be retired (by acceleration or otherwise), the Securities Depository, as in its discretion (i) may request the case may be, by wire transfer Trustee to authenticate and deliver a new Certificate in immediately available funds accordance with Section 7.04 upon presentation and surrender of such Certificate to the account Trustee or (ii) shall make appropriate notation on the Certificate indicating the date and amount of each principal payment, provided that payment of the final principal amount of any Certificate shall be made only upon presentation and surrender of such entity. Notwithstanding Certificate to 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)Trustee. (c) So long as the Securities Depository or its nominee is the registered Holder of the Certificates, the State and the Trustee will recognize the Securities Depository or its nominee, respectively, as the Holder of all of the Certificates for all purposes, including (without limitation) the payment of the principal of and interest on the Certificates, the giving of notices and any consent or direction required or permitted to be given to, or on behalf of, the Holders of the Certificates under this Trust Agreement. (d) The Issuer may State at any time elect (i) to provide for the replacement of may replace any Securities Depository as the depository for the Bonds Certificates with another qualified Securities Depository, securities depository or (ii) to discontinue the maintenance of the Bonds Certificates under a Bookbook-Entry System. Upon written notice of such election from the Issuer, the Trustee shall give entry system upon 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 Depository). A copy of any such notice shall be delivered promptly to 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. (de) Upon If the discontinuance of State discontinues the maintenance of the Bonds Certificates under a Bookthe book-Entry Systementry system, the Issuer State will cause Bonds to be issued issue Certificates directly to the Beneficial Owners Participants or, to the extent requested by any Participant, to the beneficial owners of such Bonds, or their designees, Certificates as further described belowin this Section. In such event, the Trustee The State shall make provisions to notify Participants and the Beneficial Ownersbeneficial owners of the Certificates, by mailing an appropriate notice to the Securities Depository, or by other means deemed appropriate by the TrusteeState in its discretion, that Bonds it will be issue Certificates directly issued to the Beneficial Owners thereof Participants or, to the extent requested by any Participant, to beneficial owners of Certificates as of a date set forth in such notice, which shall be a date at least 10 ten (10) days after the date of mailing of such notice (or such fewer number of days as shall be acceptable to the Securities Depository and the TrusteeDepository). Upon such eventIn the event that Certificates are to be issued to Participants or to beneficial owners of the Certificates, the Issuer, at the expense of the Borrower, or, if requested by the Bondholder Representative, at its expense, State shall promptly have prepared Bonds Certificates in certificated form registered in the names of the Beneficial Owners thereof Participants as shown on the records of the Participants Securities Depository provided to the Trustee or, to the extent requested by any Participant, in the names of the beneficial owners of Certificates shown on the records of such Participant 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 delivered in fully registered form substantially in the forms set forth in Exhibit A or Exhibit H, as applicable. In such event, accordance with 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 Bondsparagraph. (ef) If the State replaces any Securities Depository is replaced as the depository for the Bonds Certificates with another qualified Securities Depository, the Issuer, at the expense of the Borrower, State will issue Bonds to the replacement Securities Depository Bonds substantially in the forms set forth in Exhibit A or Exhibit H, as applicable Certificates registered in the name of such replacement Securities DepositoryDepository or its nominee. (fg) The IssuerEach Securities Depository and the Participants and the beneficial owners of the Certificates, by their acceptance of the Borrower Certificates, agree that the State and the Trustee shall have no liability for the failure of any Securities Depository to perform its obligation obligations to any Participant, any Indirect Participant or any Beneficial Owner beneficial owner of any BondsCertificates, and none of them nor shall the State or the Trustee be liable for the failure of any Participant, Indirect Participant or other nominee of any Beneficial Owner beneficial owner of any Bonds Certificates 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 beneficial owner 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 6.14Certificates. (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. All Atlas Series H Preferred Shares will be represented by a single certificate issued to The Depository Trust Company (a) The Bonds may be issued pursuant to a Book- Entry System administered and its successors or assigns or any other securities depository selected by Atlas), or the Securities Depository with no physical distribution Depository, and registered in the name of Bond certificates its nominee (initially, Cede & Co.). The Atlas Series H Preferred Shares will continue 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 represented 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 single certificate registered in the name of the Securities Depository Nominee. The Book-Entry System or its nominee, and no holder of the Atlas Series H Preferred Shares will be maintained entitled to receive a certificate evidencing such shares unless otherwise required by law or the Securities Depository gives notice of its intention to resign or is no longer eligible to act as such and ▇▇▇▇▇ has not selected a substitute Securities Depository within 60 calendar days thereafter. Payments and communications made by Atlas to holders of the Atlas Series H Preferred Shares will be duly made by making payments to, and communicating with, the Securities Depository. Accordingly, unless certificates are available to holders of the Atlas Series H Preferred Shares, each holder of Atlas Series H Preferred Shares must rely on (a) the procedures of the Securities Depository and its participants to receive dividends, distributions, any redemption price, liquidation preference and notices, and to direct the participants and indirect participants and will evidence beneficial ownership exercise of the Bonds in Authorized Denominationsany voting or nominating rights, with transfers of ownership effected on respect to such Atlas Series H Preferred Shares and (b) the records of the Securities DepositoryDepository and its participants to evidence its ownership of such Atlas Series H Preferred Shares. The Depository Trust Company, the participants and the indirect participants pursuant to rules and procedures established by the initial Securities Depository, the Participants and the Indirect Participantsis a New York-chartered limited purpose trust company that performs services for its participants, some of whom (and/or their representatives) own The Depository Trust Company. The 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 maintains lists of its participants and will maintain the Bond Register maintained positions (i.e. ownership interests) held by its participants in the Trustee Atlas Series H Preferred Shares, whether 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 a holder of the Securities Depository, and transfers Atlas Series H Preferred Shares for its own account or exchanges, payments of principal, purchase price, interest and any premium and notices to Beneficial Owners will be the responsibility as a nominee for another holder 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)Atlas Series H Preferred Shares. (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 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. All Atlas Series G Preferred Shares will be represented by a single certificate issued to The Depository Trust Company (a) The Bonds may be issued pursuant to a Book- Entry System administered and its successors or assigns or any other securities depository selected by Atlas), or the Securities Depository with no physical distribution Depository, and registered in the name of Bond certificates its nominee (initially, Cede & Co.). The Atlas Series G Preferred Shares will continue 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 represented 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 single certificate registered in the name of the Securities Depository Nominee. The Book-Entry System or its nominee, and no holder of the Atlas Series G Preferred Shares will be maintained entitled to receive a certificate evidencing such shares unless otherwise required by law or the Securities Depository gives notice of its intention to resign or is no longer eligible to act as such and ▇▇▇▇▇ has not selected a substitute Securities Depository within 60 calendar days thereafter. Payments and communications made by Atlas to holders of the Atlas Series G Preferred Shares will be duly made by making payments to, and communicating with, the Securities Depository. Accordingly, unless certificates are available to holders of the Atlas Series G Preferred Shares, each holder of Atlas Series G Preferred Shares must rely on (a) the procedures of the Securities Depository and its participants to receive dividends, distributions, any redemption price, liquidation preference and notices, and to direct the participants and indirect participants and will evidence beneficial ownership exercise of the Bonds in Authorized Denominationsany voting or nominating rights, with transfers of ownership effected on respect to such Atlas Series G Preferred Shares and (b) the records of the Securities DepositoryDepository and its participants to evidence its ownership of such Atlas Series G Preferred Shares. The Depository Trust Company, the participants and the indirect participants pursuant to rules and procedures established by the initial Securities Depository, the Participants and the Indirect Participantsis a New York-chartered limited purpose trust company that performs services for its participants, some of whom (and/or their representatives) own The Table of Contents Depository Trust Company. The 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 maintains lists of its participants and will maintain the Bond Register maintained positions (i.e. ownership interests) held by its participants in the Trustee Atlas Series G Preferred Shares, whether 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 a holder of the Securities Depository, and transfers Atlas Series G Preferred Shares for its own account or exchanges, payments of principal, purchase price, interest and any premium and notices to Beneficial Owners will be the responsibility as a nominee for another holder 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)Atlas Series G Preferred Shares. (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 Notwithstanding anything to a Book- Entry System administered by the Securities Depository with no physical distribution contrary herein, so long as any series 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 being held under a Book-Entry System is in effect for the Bondspursuant to this Section 3.18, one Bond for each Series in the aggregate payment of principal amount and premium (if any) of each maturity and interest on such Bonds and transfers of beneficial ownership 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 Series 2017B Bonds shall be payable initially issued under a Book-Entry System and shall be held thereunder except as provided in this Section 3.18. The Series 2017B Bonds shall be initially issued in the form of a separate, authenticated, fully registered Series 2017B Bond for each series, maturity and interest rate in a principal amount equal to the amount of such maturity and interest rate, and shall be registered on the Register in the name of the Securities Depository Nominee or any other person appearing on the Bond Register maintained by the Trustee as the registered Bondholder or his registered assigns or legal representativeNominee. So long as the Book-Entry System is in effect, the Securities Depository Nominee will be recognized as the sole Bondholder Holder of the Series 2017B Bonds for the purposes of (i) paying the principal of, premium, if any, or interest on the Series 2017B Bonds, (ii) selecting the Series 2017B Bonds or portions thereof to be redeemed, (iii) giving any notice permitted or required to be given to Holders under this Trust Agreement, (iv) registering the transfer of Series 2017B Bonds, and (v) requesting any consent or other action to be taken by the Holders, and for all purposesother purposes whatsoever, and neither the Trustee nor the Corporation shall be affected by any notice to the contrary. Transfers Neither the Trustee nor the Corporation shall have any responsibility or exchangesobligation to any Participant, payments any beneficial owner of principal, purchase price, Series 2017B Bonds or any other person claiming a beneficial ownership interest and any premium and notices to Participants and Indirect Participants will be in the responsibility of Series 2017B Bonds under or through the Securities DepositoryDepository or any Participant, and transfers or exchanges, payments any other person which is not shown on the Register as being a Holder of principal, purchase price, interest and Series 2017B Bonds with respect to (i) the accuracy of 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 or any Participant, (ii) the payment to the Securities Depository, any Participant or any beneficial owner of Series 2017B Bonds of any amount in respect of the Participants principal of, premium, if any, or interest on the Indirect ParticipantsBonds, (iii) any notice which is permitted or required to be given to Holders under this Trust Agreement, (iv) the selection by the Securities Depository or any Participant or any other person to receive payment in the event of a partial redemption of the Series 2017B Bonds or (v) any other action taken by the Securities Depository as Holder of the Series 2017B Bonds. While So long as the Book-Entry System is in effect, notwithstanding the Trustee shall pay all principal of and premium, if any, and interest on the Series 2017B Bonds only to the Securities Depository or the Securities Depository Nominee, as the case may be, and all such payments shall be valid and effectual to fully satisfy and discharge the obligations with respect to the principal of and premium, if any, and interest on the Series 2017B Bonds to the extent of the sum or sums so paid. In the event that the Corporation determines that it is in the best interest of the Corporation not to continue the Book-Entry System or that the interest of the beneficial owners of the Series 2017B Bonds may be adversely affected if the Book-Entry System is continued, then the Corporation shall notify the Securities Depository and the Trustee of such determination and the Securities Depository shall immediately notify the Participants of the availability, through the Securities Depository, of physical Series 2017B Bonds. In such event, the Corporation shall execute and the Trustee shall authenticate, register and deliver physical Series 2017B Bonds as requested by the Securities Depository or any Participant or beneficial owner of Series 2017B Bonds in appropriate authorized denominations in exchange for the Series 2017B Bonds registered in the name of Securities Depository Nominee. The Securities Depository may determine to discontinue providing its services as such with respect to the Series 2017B Bonds at any time by giving notice to the Corporation and the Trustee and discharging its responsibilities with respect thereto under applicable laws or the Corporation may determine that the Securities Depository is incapable of discharging its duties as such and may so notify the Securities Depository. In either such event, the Corporation shall either (i) engage the services of another Securities Depository or (ii) deliver physical Series 2017B Bonds in the manner described above; provided, however, that the discontinuation of the Book Entry System of registration and transfer with respect to the Series 2017B Bonds or the replacement of the Securities Depository or any successor depository shall be subject to the applicable rules and procedures of the Securities Depository or such successor depository on file or otherwise approved by the Securities and Exchange Commission. Notwithstanding any other provisions set forth hereinprovision of this Trust Agreement to the contrary, so long as the Series 2017B Bonds are registered in the name of Cede & Co., as Securities Depository Nominee, all payments of with respect to the principal or purchase price of, redemption premium, if any, and interest on the Bonds and all notices with respect to the Series 2017B Bonds shall be made and given, respectively, to The Depository Trust Company, New York, New York, as provided in the Blanket Letter of Representations of the Corporation dated , 201 . In connection with any notice or other communication to be provided to the Securities Depository Nominee Holders by the Corporation or the Securities DepositoryTrustee with respect to any consent or other action to be taken by the Holders, the Corporation or the Trustee, as the case may be, by wire transfer in immediately available funds to the account of shall establish a record date for 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 consent or other action and give 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 record date not less than 15 days in advance of such election record date 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 electionextent possible. (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 shall be issued pursuant to 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 313. Any provision of this Indenture or the Bonds are rated “A” without regard requiring physical delivery of the Bonds shall, with respect to modifier (or any Bonds held under the equivalent) or better Book Entry System, be deemed to be satisfied by a Rating Agency or (ii) upon direction of notation on the Holder and upon confirmation satisfactory bond registration books maintained by the Trustee that such Bonds are subject 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-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-Book Entry System is in effect for the Bondsbeing used, 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 NomineeNominee will be issued and required to be deposited with the Securities Depository and held in its custody. The Book-Book Entry System will be maintained by the Securities Depository and the participants Participants and indirect participants Indirect Participants and will evidence beneficial ownership of the Bonds in Authorized Denominationsauthorized denominations, with transfers of ownership effected on the records of the Securities Depository, the participants Participants and the indirect participants 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 registration books as the registered Bondholder Holder of such Bond or his registered assigns or legal representativerepresentative at the principal office of the Trustee. So long as the Book-Book Entry System is in effect, the Securities Depository will be recognized as the sole Bondholder holder of the Bonds for all purposes. Transfers or exchanges, payments of principal, purchase price, interest and any premium and payments or 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 payments or 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, of payments or notices or for the maintaining, supervising or reviewing such records maintained by the Securities Depository, the Participants or the Indirect Participants. While the Book-Entry System Securities Depository Nominee or the Securities Depository, as the case may be, is in effectthe registered owner of the Bonds, 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 said Holder as may be specified in the bond registration books maintained by the Trustee or by such entityother method of payment as the Trustee may determined to be necessary or advisable with the concurrence of the Securities Depository. Notwithstanding In the provisions of this Section 4.8(b), Subordinate Bonds may not be issued pursuant to a Book-Entry System administered by event that (i) the Securities Depository with no physical distribution of Bond certificates determines not to be made except as provided in this Section 4.8(b). (c) The Issuer may at any time elect (i) continue to provide administer a Book Entry System for the replacement of any Securities Depository as the depository for the Bonds with another qualified Securities DepositoryBonds, or (ii) the Borrower, with the consent of the Remarketing Agent, determines to discontinue the maintenance use 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-Book Entry System, the Issuer Book Entry System will cause Bonds be discontinued if the Borrower fails to be issued directly to replace or removes the Beneficial Owners of such Bondsthen-acting Securities Depository, or their designees, as further described below. In such event, in which case the Trustee shall make provisions to notify Participants will deliver replacement Bonds in the form of fully registered certificates in Authorized Denominations in exchange for the Outstanding Bonds as required by the Trustee and the Beneficial Owners. The Securities Depository may be removed at any time at the election of the Borrower, by mailing an appropriate notice to with the consent of the Remarketing Agent, and a new Securities Depository, or by other means deemed appropriate Depository may thereupon be appointed by the TrusteeBorrower, that Bonds will be directly issued to with the Beneficial Owners thereof as consent of a date the Remarketing Agent. The Issuer and the Trustee shall enter into the Letter of Representations 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 Exhibit B hereto with the Securities Depository and the Trustee). Upon provisions --------- of such event, the Issuer, at the expense Letter 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, Representations 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 as if fully set forth herein. In the event there shall exist of any inconsistency conflict between the substantive provisions of the Letter of Representations and any the 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 6.14control. (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. (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 Notes 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 initially issued pursuant to a Book-Entry System administered by the Securities Depository with no physical distribution of Bond certificates any Note to any person. One Note for each maturity will be made except issued, registered in the name of the Securities Depository Nominee, and immobilized in the custody of the Securities Depository. Beneficial ownership interests in the Notes may be purchased by or through Direct Participants. The holders of these beneficial ownership interests in the Notes are referred to as the "Beneficial Owners". The ----------------- Beneficial Owners will not receive certificated notes representing their beneficial ownership interests. Ownership of the interests in Notes in Authorized Denominations will be evidenced, and transfers of interests in the Notes will be effected, on the records of the Securities Depository and the Direct Participants and Indirect Participants pursuant to rules and procedures established by the Securities Depository. During a period in which the Book- Entry System is in effect for the Notes the Issuer, the Trustee, and the Remarketing Agent shall treat the Securities Depository or the Securities Depository Nominee as the only registered owner of the Notes for all purposes under this Indenture including receipt of all principal of, purchase price of, premium (if any) and interest on the Notes, receipt of notices, voting, and requesting or directing the Trustee or Issuer to take or not to take, or consenting to, certain actions under this Indenture. In the event the Securities Depository or the Securities Depository Nominee assigns its rights to consent or vote under this Indenture to any Direct Participant or Indirect Participant, the Issuer, the Trustee, and the Remarketing Agent shall treat such assignee or assignees as the only registered owner or owners of the Notes for the purpose of exercising such rights so assigned. (b) During a period in which the Book-Entry System is in effect for the Notes, payments of principal, purchase price, interest, and redemption premium, if any, with respect to the Notes will be paid by the Trustee directly to the Securities Depository, or the Securities Depository Nominee, as provided in this Section 4.8(b)the Letter of Representation; provided, that payment of the principal of (premium, if any) and interest on such Notes due at final maturity or upon redemption in whole of any of such Notes shall be made only upon surrender thereof at the principal office of the Trustee. The Securities Depository and the Direct Participants and the Indirect Participants shall be responsible for the disbursement of such payments to the Beneficial Owners. The Securities Depository will disburse such payments to Direct Participants and such payments will in turn be remitted by Direct Participants and, where appropriate, Indirect Participants, to the Beneficial Owners. All such payments to the Securities Depository or the Securities Depository Nominee of principal of, purchase price of, premium (if any) and interest on the Notes on behalf of the Issuer or the Trustee shall be valid and effectual to satisfy and discharge the liability of the Issuer and the Trustee to the extent of the amounts so paid, and the Issuer, the Remarketing Agent and the Trustee shall not be responsible or liable for payment to any Beneficial Owner by the Securities Depository or by any Direct Participant or by any Indirect Participant, or for sending transaction statements or for maintaining, supervising or reviewing records maintained by the Securities Depository or Direct Participants or Indirect Direct Participants. (c) The Issuer may at any time elect (i) to provide for Transfers of ownership interests in the replacement Notes by the Beneficial Owners thereof, conveyance of any notices and other communications by the Securities Depository to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners of the Notes, will be governed by arrangements among the Securities Depository, Direct Participants, Indirect Participants and the Beneficial Owners, subject to any statutory and regulatory requirements as may be in effect from time to time. For every transfer and exchange of beneficial ownership in the Notes, the Beneficial Owners may be charged a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto. (d) Redemption notices respecting the Notes held by the Securities Depository shall be sent to the Securities Depository Nominee by the Trustee and redemption of Notes shall be effected as provided in Article V. (e) A Beneficial Owner shall give notice of its election to have its interests in the Notes purchased through its Direct Participant or Indirect Participant to the Securities Depository Nominee and then to the Trustee as provided in this Indenture and shall effect delivery of such interest by causing said Direct Participant or Indirect Participant to transfer the interest of such Beneficial Owner in the Notes to the Trustee (or Tender Agent) on the records of the Securities Depository. The requirement for physical delivery of Notes in connection with an Optional Tender or a Mandatory Tender will be satisfied when the ownership rights in the Notes are transferred on the records of the Securities Depository. (f) In the event that (1) the Securities Depository ceases to act as the securities depository for the Bonds with another qualified Securities Depository, Notes or (ii2) to the Issuer determines that the continuation of the Book-Entry System for the Notes would adversely affect the interests of the Beneficial Owners of the Notes, the Issuer shall discontinue the maintenance of the Bonds under a Book-Entry System. Upon written notice If the Issuer fails to appoint another qualified securities depository to replace the then acting Securities Depository, the Issuer will cause the Trustee to authenticate and deliver fully registered certificated Notes to each Beneficial Owner in evidence of the ownership interests thereof. If the Book-Entry System is discontinued, payments to and transfers by the Beneficial Owners shall be governed by the provisions set forth in this Indenture with respect thereto. (g) The Issuer and the Remarketing Agent may enter into a custody agreement with any bank or trust company serving as custodian (which may be the Trustee serving in the capacity of custodian) to provide for a Book-Entry System or similar method for the registration and transfer of the Notes. (h) During the period in which a Book-Entry System is in effect for the Notes in accordance herewith, the provisions of this Indenture and the Notes shall be construed in accordance with the Letter of Representation and to give full effect to such election from Book-Entry System. (i) The Beneficial Owners of all the Notes, by their acquisition of any beneficial interest in a Note or Notes, and the Securities Depository, the Securities Depository Nominee, and all Direct Participants and all Indirect Participants severally agree that the Issuer, the Issuer, the Remarketing Agent, and the Trustee shall give 30 days’ prior notice not have any responsibility or obligation to any Direct Participant or any Indirect Participant or any Beneficial Owner with respect to (1) the accuracy of such election to any records maintained by the Securities Depository or any Direct Participant or any Indirect Participant; (or such fewer number of days as shall be acceptable to such 2) the payment by the Securities Depository or any Direct Participant or any Indirect Participant of any amount due to any Beneficial Owner in respect of the principal of, purchase price of, premium (if any) and interest on the Trustee). Notes; (3) the delivery or timeliness of delivery by the Securities Depository or any Direct Participant or any Indirect Participant of any notice due to any Beneficial Owner which is required or permitted under the terms of this Indenture to be given to Beneficial Owners; or (4) any consent given or other action taken by the Securities Depository, or the Securities Depository Nominee, as owner. (j) The Bondholder Representative Securities Depository may elect from time to time determine to discontinue the Book-Entry System solely for purposes of with respect to the Bonds it beneficially owns by providing a written Notes at any time upon notice to the Issuer, the Remarketing Agent, and the Trustee at least 30 days prior to and upon discharge of its responsibilities with respect thereto under applicable law. Upon such notice and compliance with law the effective date of such election. (d) Upon the discontinuance of the maintenance of the Bonds under a Book-Entry SystemSystem for the Notes will be discontinued unless a successor securities depository is appointed by the Issuer. In addition, the Issuer will cause Bonds to be issued directly to may discontinue the Beneficial Owners of such Bonds, or their designees, as further described below. In such event, Book-Entry System for the Trustee shall make provisions to notify Participants and the Beneficial Owners, Notes at any time by mailing an appropriate reasonable notice to the Securities DepositoryDepository and to the Beneficial Owners. In the event the Book-Entry System for the Notes is discontinued, or by other means deemed appropriate by the Trustee, that Bonds Notes in certificated form in Authorized Denominations will be directly issued physically distributed 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 Notes will be registered in the names of the Beneficial Owners 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 Note Register and the Trustee shall have no liability for will make payments of principal of, purchase price of, premium (if any) and interest on the failure of any Securities Depository Notes 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, registered owners thereof as provided in the event there shall exist any inconsistency between the substantive provisions of the Letter of Representations Notes 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 Notwithstanding anything to a Book- Entry System administered by the Securities Depository with no physical distribution contrary herein, so long as any series of Bond certificates to be made except as provided in this Section 4.8 (i) if the Series 2015 Bonds are rated “A” without regard to modifier (or the equivalent) or better by being held under 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 system pursuant to this Section 3.18, transfers 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 beneficial ownership 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 Series 2015 Bonds shall be payable initially issued under a book- entry system and shall be held thereunder except as provided in this Section 3.18. The Series 2015 Bonds shall be initially issued in the form of a separate, authenticated, fully registered Series 2015 Bond for each maturity in a principal amount equal to the amount of such maturity, and shall be registered on the Register in the name of the Securities Depository Nominee or any other person appearing on the Bond Register maintained by the Trustee as the registered Bondholder or his registered assigns or legal representativeNominee. So long as the Bookbook-Entry System entry system is in effect, the Securities Depository Nominee will be recognized as the sole Bondholder Holder of the Series 2015 Bonds for the purposes of (i) paying the principal of, premium, if any, or interest on the Series 2015 Bonds, (ii) selecting the Series 2015 Bonds or portions thereof to be redeemed, (iii) giving any notice permitted or required to be given to Holders under this Trust Agreement, (iv) registering the transfer of Series 2015 Bonds, and (v) requesting any consent or other action to be taken by the Holders, and for all purposesother purposes whatsoever, and neither the Trustee nor the Corporation shall be affected by any notice to the contrary. Transfers Neither the Trustee nor the Corporation shall have any responsibility or exchangesobligation to any Participant, payments any beneficial owner of principal, purchase price, Series 2015 Bonds or any other person claiming a beneficial ownership interest and any premium and notices to Participants and Indirect Participants will be in the responsibility of Series 2015 Bonds under or through the Securities DepositoryDepository or any Participant, and transfers or exchanges, payments any other person which is not shown on the Register as being a Holder of principal, purchase price, interest and Series 2015 Bonds with respect to (i) the accuracy of 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 or any Participant, (ii) the payment to the Securities Depository, any Participant or any beneficial owner of Series 2015 Bonds of any amount in respect of the Participants principal of, premium, if any, or interest on the Indirect Participants. While Series 2015 Bonds, (iii) any notice which is permitted or required to be given to Holders under this Trust Agreement, (iv) the Book-Entry System is in effect, notwithstanding selection by the Securities Depository or any Participant or any other provisions set forth herein, payments person to receive payment in the event of a partial redemption of the Series 2015 Bonds or (v) any other action taken by the Securities Depository as Holder of the Series 2015 Bonds. The Trustee shall pay all principal or purchase price of, redemption of and premium, if any, and interest on the Series 2015 Bonds shall be made only to the Securities Depository Nominee or the Securities DepositoryDepository Nominee, as the case may be, by wire transfer in immediately available funds and all such payments shall be valid and effectual to fully satisfy and discharge the obligations with respect to the account principal of such entityand premium, if any, and interest on the Series 2015 Bonds to the extent of the sum or sums so paid. Notwithstanding the provisions of this Section 4.8(b), Subordinate Bonds may not be issued pursuant to a Book-Entry System administered by the The Securities Depository may determine to discontinue providing its services as such with no physical distribution of Bond certificates respect to be made except as provided in this Section 4.8(b). (c) The Issuer may the Series 2015 Bonds 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 giving notice to the Corporation and the Trustee at least 30 days prior to the effective date of such election. (d) Upon the discontinuance of the maintenance of the Bonds and discharging its responsibilities with respect thereto 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 belowapplicable laws. In such event, the Corporation shall either (i) engage the services of another Securities Depository or (ii) deliver physical Series 2015 Bonds in the manner described below. In the event the book-entry system is discontinued or terminated with respect to the Series 2015 Bonds, and no other Securities Depository is named, then the Corporation shall notify the Trustee shall make provisions to notify Participants of such event and the Beneficial OwnersSecurities Depository shall immediately notify the Participants of the availability, by mailing an appropriate notice to through 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 applicablephysical Series 2015 Bonds. In such event, this Indenture may be amended the Corporation shall execute and the Trustee shall authenticate, register and deliver physical Series 2015 Bonds as requested by 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 or any Participant or beneficial owner of Series 2015 Bonds in appropriate authorized denominations in exchange for the Series 2015 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 Nominee. Notwithstanding 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 provision of this IndentureTrust Agreement to the contrary, then, for as so long as the initial Series 2015 Bonds are registered in the name of Cede & Co., as Securities Depository shall serve Nominee, all payments with respect to the Bondsprincipal of, premium, if any, and interest on the Series 2015 Bonds and all notices with respect to the Series 2015 Bonds shall be made and given, respectively, to The Depository Trust Company, New York, New York, as provided in the representation letter. In connection with any notice or other communication to be provided to the Holders by the Corporation or the Trustee with respect to any consent or other action to be taken by the Holders, the terms of Corporation or the Letter of Representations Trustee, as the case may be, shall govern. The Trustee shall comply with all the rules, regulations, policies establish a record date for such consent or other action and procedures of give the Securities Depository notice of such record date not less than 15 days in order to effectuate the provisions and intent advance 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 such record date 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 Ownersextent possible. Section 3.19. [Reserved].

Book-Entry System. All Atlas Series E Preferred Shares will be represented by a single certificate issued to The Depository Trust Company (a) The Bonds may be issued pursuant to a Book- Entry System administered and its successors or assigns or any other securities depository selected by Atlas), or the Securities Depository with no physical distribution Depository, and registered in the name of Bond certificates its nominee (initially, Cede & Co.). The Atlas Series E Preferred Shares will continue 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 represented 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 single certificate registered in the name of the Securities Depository Nominee. The Book-Entry System or its nominee, and no holder of the Atlas Series E Preferred Shares will be maintained entitled to receive a certificate evidencing such shares unless otherwise required by law or the Securities Depository gives notice of its intention to resign or is no longer eligible to act as such and ▇▇▇▇▇ has not selected a substitute Securities Depository within 60 calendar days thereafter. Payments and communications made by Atlas to holders of the Atlas Series E Preferred Shares will be duly made by making payments to, and communicating with, the Securities Depository. Accordingly, unless certificates are available to holders of the Atlas Series E Preferred Shares, each holder of Atlas Series E Preferred Shares must rely on (a) the procedures of the Securities Depository and its participants Table of Contents to receive dividends, distributions, any redemption price, liquidation preference and notices, and to direct the participants and indirect participants and will evidence beneficial ownership exercise of the Bonds in Authorized Denominationsany voting or nominating rights, with transfers of ownership effected on respect to such Atlas Series E Preferred Shares and (b) the records of the Securities DepositoryDepository and its participants to evidence its ownership of such Atlas Series E Preferred Shares. The Depository Trust Company, the participants and the indirect participants pursuant to rules and procedures established by the initial Securities Depository, the Participants and the Indirect Participantsis a New York-chartered limited purpose trust company that performs services for its participants, some of whom (and/or their representatives) own The Depository Trust Company. The 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 maintains lists of its participants and will maintain the Bond Register maintained positions (i.e., ownership interests) held by its participants in the Trustee Atlas Series E Preferred Shares, whether 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 a holder of the Securities Depository, and transfers Atlas Series E Preferred Shares for its own account or exchanges, payments of principal, purchase price, interest and any premium and notices to Beneficial Owners will be the responsibility as a nominee for another holder 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)Atlas Series E Preferred Shares. (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. All Atlas Series I Preferred Shares will be represented by a single certificate issued to The Depository Trust Company (a) The Bonds may be issued pursuant to a Book- Entry System administered and its successors or assigns or any other securities depository selected by Atlas), or the Securities Depository with no physical distribution Depository, and registered in the name of Bond certificates its nominee (initially, Cede & Co.). The Atlas Series I Preferred Shares will continue 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 represented 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 single certificate registered in the name of the Securities Depository Nominee. The Book-Entry System or its nominee, and no holder of the Atlas Series I Preferred Shares will be maintained entitled to receive a certificate evidencing such shares unless otherwise required by law or the Securities Depository gives notice of its intention to resign or is no longer eligible to act as such and ▇▇▇▇▇ has not selected a substitute Securities Depository within 60 calendar days thereafter. Payments and communications made by Atlas to holders of the Atlas Series I Preferred Shares will be duly made by making payments to, and communicating with, the Securities Depository. Accordingly, unless certificates are available to holders of the Atlas Series I Preferred Shares, each holder of Atlas Series I Preferred Shares must rely on (a) the procedures of the Securities Depository and its participants to receive dividends, distributions, any redemption price, liquidation preference and notices, and to direct the participants and indirect participants and will evidence beneficial ownership exercise of the Bonds in Authorized Denominationsany voting or nominating rights, with transfers of ownership effected on respect to such Atlas Series I Preferred Shares and (b) the records of the Securities DepositoryDepository and its participants to evidence its ownership of such Atlas Series I Preferred Shares. The Depository Trust Company, the participants and the indirect participants pursuant to rules and procedures established by the initial Securities Depository, the Participants and the Indirect Participantsis a New York-chartered limited purpose trust company that performs services for its participants, some of whom (and/or their representatives) own The Depository Trust Company. The 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 maintains lists of its participants and will maintain the Bond Register maintained positions (i.e. ownership interests) held by its participants in the Trustee Atlas Series I Preferred Shares, whether 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 a holder of the Securities Depository, and transfers Atlas Series I Preferred Shares for its own account or exchanges, payments of principal, purchase price, interest and any premium and notices to Beneficial Owners will be the responsibility as a nominee for another holder 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)Atlas Series I Preferred Shares. (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.