Common use of Book-Entry Bonds Clause in Contracts

Book-Entry Bonds. The Bonds, upon original issuance, will be issued in the form of typewritten Bonds representing the Book-Entry Bonds, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. The Bonds shall initially be registered on the Bond Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner will receive a Definitive Bond representing such Beneficial Owner's interest in such Bond, except as provided in Section 4.08. With respect to such Bonds, unless and until definitive, fully registered Bonds (the "Definitive Bonds") have been issued to Beneficial Owners pursuant to Section 4.08: (i) the provisions of this Section 4.06 shall be in full force and effect; (ii) the Bond Registrar, the Paying Agent and the Indenture Trustee shall be entitled to deal with the Depository for all purposes of this Indenture (including the payment of principal of and interest on the Bonds and the giving of instructions or directions hereunder) as the sole holder of the Bonds, and shall have no obligation to the Beneficial Owners of the Bonds; (iii) to the extent that the provisions of this Section 4.06 conflict with any other provisions of this Indenture, the provisions of this Section 4.06 shall control; (iv) the rights of Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Bonds and the Depository and/or the Depository Participants. Unless and until Definitive Bonds are issued pursuant to Section 4.08, the initial Depository will make book- entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Bonds to such Depository Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Bonds evidencing a specified percentage of the Bond Principal Balances of the Bonds, the Depository shall be deemed to represent such percentage with respect to the Bonds only to the extent that it has received instructions to such effect from Beneficial Owners and/or Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in the Bonds and has delivered such instructions to the Indenture Trustee.

Book-Entry Bonds. The Bonds, upon original issuance, will be issued in the form of typewritten Bonds representing the Book-Entry Bonds, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. The Bonds shall initially be registered on the Bond Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner will receive a Definitive Bond representing such Beneficial Owner's interest in such Bond, except as provided in Section 4.08. With respect to such Bonds, unless and until definitive, fully registered Bonds (the "Definitive Bonds") have been issued to Beneficial Owners pursuant to Section 4.08: (i) the provisions of this Section 4.06 shall be in full force and effect; (ii) the Bond Registrar, the Paying Agent and the Indenture Trustee shall be entitled to deal with the Depository for all purposes of this Indenture (including the payment of principal of and interest on the Bonds and the giving of instructions or directions hereunder) as the sole holder of the Bonds, and shall have no obligation to the Beneficial Owners of the Bonds; (iii) to the extent that the provisions of this Section 4.06 conflict with any other provisions of this Indenture, the provisions of this Section 4.06 shall control; (iv) the rights of Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Bonds and the Depository and/or the Depository Participants. Unless and until Definitive Bonds are issued pursuant to Section 4.08, the initial Depository will make book- book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Bonds to such Depository Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Bonds evidencing a specified percentage of the Bond Principal Balances of the Bonds, the Depository shall be deemed to represent such percentage with respect to the Bonds only to the extent that it has received instructions to such effect from Beneficial Owners and/or Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in the Bonds and has delivered such instructions to the Indenture Trustee.

Book-Entry Bonds. The Bonds(a) If so provided in the related Terms Indenture, upon original issuance, will Bonds of a Series or of any Class of such Series may initially be issued as one or more Bonds registered in the form name of typewritten the Depository or its nominee and, except as provided in Section 2.12(c), transfer of such Bonds may not be registered by the Bond Registrar unless such transfer is to a successor Depository that agrees to hold such Bonds for the respective Bond Owners with Ownership Interests therein. Such Bond Owners shall hold and, subject to the related Terms Indenture, transfer their respective Ownership Interests in and to such Bonds through the book-entry facilities of the Depository and, except as provided in Section 2.12(c), shall not be entitled to physical, fully registered Bonds (each a "Definitive Bond") in respect of such Ownership Interests. All transfers by Bond Owners of their respective Ownership Interests in the Book-Entry Bonds shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Bond Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Bonds of Bond Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) The Issuer, the Indenture Trustee and any agent of either may for all purposes, including the making of payments due on the Book-Entry Bonds, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. The Bonds shall initially be registered on the Bond Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner will receive a Definitive Bond representing such Beneficial Owner's interest in such Bond, except as provided in Section 4.08. With respect to such Bonds, unless and until definitive, fully registered Bonds (the "Definitive Bonds") have been issued to Beneficial Owners pursuant to Section 4.08: (i) the provisions of this Section 4.06 shall be in full force and effect; (ii) the Bond Registrar, the Paying Agent and the Indenture Trustee shall be entitled to deal with the Depository as the authorized representative of the Bond Owners with respect to such Bonds for all the purposes of this Indenture (including the payment of principal of and interest on the Bonds and the giving of instructions or directions hereunder) as the sole holder of the Bonds, and shall have no obligation to the Beneficial Owners of the Bonds; (iii) to the extent that the provisions of this Section 4.06 conflict with any other provisions of this Indenture, the provisions of this Section 4.06 shall control; (iv) exercising the rights of Beneficial Bondholders hereunder. The rights of Bond Owners shall be exercised only through with respect to the Depository and Book-Entry Bonds shall be limited to those established by law and agreements between such Bond Owners of Bonds and the Depository and/or the Depository Participants. Unless and until Definitive Bonds are issued pursuant to Section 4.08, the initial Depository will make book- entry transfers among the Depository Participants and receive brokerage firms representing such Bond Owners. Multiple requests and transmit payments directions from, and votes of, the Depository as Holder of principal the Book-Entry Bonds with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Bond Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Bondholders and interest on shall give notice to the Depository of such record date. (c) If (i) the Issuer advises the Indenture Trustee and the Bond Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to any Class of Book-Entry Bonds, and the Issuer is unable to locate a qualified successor, or (ii) the Issuer at its option advises the Indenture Trustee and the Bond Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to any Class of Book-Entry Bonds (or any portion of any Class thereof), the Bond Registrar shall notify all affected Bond Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Bonds to such Bond Owners requesting the same. Upon surrender to the Bond Registrar of any Class of Book-Entry Bonds (or any portion of any Class thereof) by the Depository, accompanied by registration instructions from the Depository Participants; and for registration of transfer, the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver, the Definitive Bonds in respect of such Class (vor portion thereof) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Bonds evidencing a specified percentage the Bond Owners identified in such instructions. None of the Bond Principal Balances Issuer, the Indenture Trustee or any Agent thereof shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Bonds for purposes of evidencing ownership of any Book-Entry Bonds, the Depository registered holders of such Definitive Bonds shall be deemed recognized as Bondholders hereunder and, accordingly, shall be entitled directly to represent all benefits associated with such percentage with respect Definitive Bond and to the Bonds only to the extent that it has received instructions to transfer and exchange such effect from Beneficial Owners and/or Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in the Bonds and has delivered such instructions to the Indenture TrusteeDefinitive Bonds.

Book-Entry Bonds. The Bonds, upon original issuance, will be issued in the form of typewritten Bonds representing the Book-Entry Bonds, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. The Bonds shall initially be registered on the Bond Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner will receive a Definitive Bond representing such Beneficial Owner's interest in such Bond, except as provided in Section 4.08. With respect to such Bonds, unless and until definitive, fully registered Bonds (the "Definitive Bonds") have been issued to Beneficial Owners pursuant to Section 4.08: (i) the provisions of this Section 4.06 shall be in full force and effect; (ii) the Bond Registrar, the Paying Agent and the Indenture Trustee shall be entitled to deal with the Depository for all purposes of this Indenture (including the payment of principal of and interest on the Bonds and the giving of instructions or directions hereunder) as the sole holder of the Bonds, and shall have no obligation to the Beneficial Owners of the Bonds; (iii) to the extent that the provisions of this Section 4.06 conflict with any other provisions of this Indenture, the provisions of this Section 4.06 shall control; (iv) the rights of Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Bonds and the Depository and/or the Depository Participants. Unless and until Definitive Bonds are issued pursuant to Section 4.08, the initial Depository will make book- book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Bonds to such Depository Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Bonds evidencing a specified percentage of the Bond Principal Balances of the Bonds (for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% of the aggregate Bond Principal Balance of the other Classes of Bonds), the Depository shall be deemed to represent such percentage with respect to the Bonds only to the extent that it has received instructions to such effect from Beneficial Owners and/or Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in the Bonds and has delivered such instructions to the Indenture Trustee.

Book-Entry Bonds. The Bonds, upon original issuance, Bonds will be issued Book-Entry Bonds. Each Class of Bonds shall be represented by a single bond certificate with respect to such Class in the form original principal amount of typewritten the related Bonds. The Issuer hereby designates The Depository Trust Company, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as the initial Depository for the Book-Entry Bonds and directs the Trustee to execute and deliver the DTC Letter Agreement. The bond certificates representing the Book-Entry BondsBonds shall be registered in the name of the nominee of the Depository designated in the DTC Letter Agreement, CEDE & Co. The Trustee shall not register the transfer of any Book-Entry Bond to another depository until the Issuer shall have delivered or caused to be delivered to The Depository Trust Companythe Trustee a written acceptance by the proposed transferee of the duties of acting as depository with respect to Book-Entry Bonds and an Opinion of Counsel to the effect that the proposed transferee is an entity registered as a "clearing agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as amended and to the initial Depository, by, or on behalf of, the Issuerfurther effect that all other conditions precedent for such registration of transfer have been completed. The Trustee shall be under no liability to any Person for any such registration or for making any payments due on such Bonds shall initially be registered on to the Bond Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner will receive a Definitive Bond representing such Beneficial Owner's interest in such Bond, except as provided in Section 4.08. With Holder thereof or for taking any other action with respect to such BondsHolder under the provisions of this Indenture so long as the transfer was registered upon receipt of the Opinion of Counsel described above. Any Bond Owner acquiring an interest in a Book-Entry Bond through the Depository or its participating organizations ("Depository Participants") shall not be entitled to receive a certificate representing any interest in the Bonds except in the event that fully-registered, unless and until definitive, fully registered certificated Bonds are issued to Bond Owners (the "Definitive Bonds") have been issued to Beneficial Owners pursuant to Section 4.08: under the circumstances set forth in this Section. As long as the Outstanding Bonds remain Book-Entry Bonds (i) the provisions of this Section 4.06 shall be in full force and effect; force, (ii) the Bond Registrar, the Paying Agent and the Indenture Trustee shall be entitled to deal with the Depository for all purposes of this Indenture (including the payment of principal of and interest on the Bonds and the giving of instructions or directions hereunder) as the sole holder of the Bonds, and shall have no obligation to the Beneficial Owners of the Bonds; (iii) to the extent that the provisions of this Section 4.06 conflict with any other provisions of this Indenture, the provisions of this Section 4.06 shall control; , (iii) the Trustee shall deal with the Depository as representative of the Bond Owners of the Bonds for purposes of exercising the rights of Holders under this Indenture, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Bond Owners; (iv) the Issuer or the Trustee shall deliver to the Depository any notice or other communication required to be delivered to any Holder by the Issuer or the Trustee, respectively, and shall note thereon the CUSIP number of the Bonds, (v) the Trustee is hereby authorized by the Issuer to request from the Depository at any time a list of Depository Participants, (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and information furnished by the Depository Participants with respect to Bond Owners, (vii) the Depository shall maintain book entry records with respect to the Bond Owners and with respect to the ownership and transfers of beneficial interests in the Bonds; (viii) ownership and transfers of registration of the Bonds on the books of the Depository shall be governed by applicable rules established by the Depository; (ix) the Depository may collect its usual and customary fees, charges and expenses from the Depository Participants, (x) any invitation to tender the Bonds shall be made in compliance with the pertinent provisions of the DTC Letter Agreement, (xi) to the extent required by the pertinent provisions of the DTC Letter Agreement, the Issuer or, if applicable, the Trustee shall give the Depository notice of any record date set by the Issuer or the Trustee (as the case may be) pursuant to Section 13.03(e), (xii) to the extent of any conflict between the DTC Letter Agreement and this Indenture, the provisions of the DTC Letter Agreement shall control, (xiii) the rights of Beneficial Bond Owners shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements agreement between such Owners of Bonds and Bond Owners, the Depository and/or the Depository Participants. Unless and until On or before the thirtieth (30th) day prior to any Issuer Redemption, the Trustee shall notify the Depository of the date of such Issuer Redemption. Bonds issued as Book-Entry Bonds shall be issued in Definitive Bonds are issued pursuant to Section 4.08, in the initial Depository will make book- entry transfers among event that (A) the Issuer expressly advises the Trustee in writing that the Depository Participants and receive and transmit payments of principal of and interest on the Bonds is no longer willing or able to properly discharge its responsibilities as depository with respect to such Book-Entry Bonds, and the Issuer is unable to locate a qualified successor, or (B) the Issuer, in its sole discretion (but only with the express prior written consent of the Trustee), elects to terminate the book-entry system through the Depository Participants; and by express written notice to the Depository and the Trustee, or (vC) whenever this Indenture requires or permits actions to be taken based upon instructions or directions after the occurrence of Holders an Event of Default, Bond Owners representing not less than two-thirds in Aggregate Current Principal Amount of such Book-Entry Bonds evidencing advise the Depository through Depository Participants in writing that the continuation of a specified percentage book-entry system through the Depository is no longer in the best interest of the Bond Principal Balances Owners. Upon the occurrence of any event described in the Bondsimmediately preceding sentence, the Depository shall be deemed required to represent such percentage with respect to the Bonds only to the extent that it has received instructions to such effect from Beneficial Owners and/or notify all Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in availability through the Depository of Definitive Bonds. Upon surrender by the Depository of the certificate representing such BookEntry Bonds and has delivered such instructions to the Indenture TrusteeTrustee from the Depository for reregistration of the Definitive Bond certificates and the Issuer's delivery to the Trustee of appropriate Definitive Bond certificates, the Owner Trustee shall, on behalf of the Issuer, execute and the Trustee shall authenticate the entire principal amount of such Book-Entry Bonds then Outstanding in Definitive Bonds and thereafter the Trustee shall recognize the Holders of such Definitive Bonds as Holders under this Indenture. Neither the Issuer, the Trustee nor the Owner Trustee shall be liable for any delay in delivery of such instructions and certificates and may conclusively rely on and shall be protected in relying on such instructions.

Book-Entry Bonds. The Bonds, upon original issuance, will be issued in the form of typewritten Bonds representing the Book-Entry Bonds, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. The Bonds shall initially be registered on the Bond Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner will receive a Definitive Bond representing such Beneficial Owner's interest in such Bond, except as provided in Section 4.08. With respect to such Bonds, unless and until definitive, fully registered Bonds (the "Definitive Bonds") have been issued to Beneficial Owners pursuant to Section 4.08: (i) the provisions of this Section 4.06 shall be in full force and effect; (ii) the Bond Registrar, the Paying Agent and the Indenture Trustee shall be entitled to deal with the Depository for all purposes of this Indenture (including the payment of principal of and interest on the Bonds and the giving of instructions or directions hereunder) as the sole holder of the Bonds, and shall have no obligation to the Beneficial Owners of the Bonds; (iii) to the extent that the provisions of this Section 4.06 conflict with any other provisions of this Indenture, the provisions of this Section 4.06 shall control; (iv) the rights of Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Bonds and the Depository and/or the Depository Participants. Unless and until Definitive Bonds are issued pursuant to Section 4.08, the initial Depository will make book- entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Bonds to such Depository Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Bonds evidencing a specified percentage of the Bond Principal Balances of the Bonds (for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% of the aggregate Bond Principal Balance of the other Classes of Bonds), the Depository shall be deemed to represent such percentage with respect to the Bonds only to the extent that it has received instructions to such effect from Beneficial Owners and/or Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in the Bonds and has delivered such instructions to the Indenture Trustee.

Book-Entry Bonds. The Bonds, upon original issuance, will be issued in the form of typewritten Bonds representing the Book-Entry Bonds, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. The Bonds shall initially be registered on the Bond Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner will receive a Definitive Bond representing such Beneficial Owner's ’s interest in such Bond, except as provided in Section 4.08. With respect to such Bonds, unless and until definitive, fully registered Bonds (the "“Definitive Bonds"”) have been issued to Beneficial Owners pursuant to Section 4.08: (i) the provisions of this Section 4.06 shall be in full force and effect; (ii) the Bond Registrar, the Paying Agent and the Indenture Trustee shall be entitled to deal with the Depository for all purposes of this Indenture (including the payment of principal of and interest on the Bonds and the giving of instructions or directions hereunder) as the sole holder Holder of the Bonds, and shall have no obligation to the Beneficial Owners of the Bonds; (iii) to the extent that the provisions of this Section 4.06 conflict with any other provisions of this Indenture, the provisions of this Section 4.06 shall control; (iv) the rights of Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Bonds and the Depository and/or the Depository Participants. Unless and until Definitive Bonds are issued pursuant to Section 4.08, the initial Depository will make book- book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Bonds to such Depository Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Bonds evidencing a specified percentage of the Bond Principal Balances of the Bonds, the Depository shall be deemed to represent such percentage with respect to the Bonds only to the extent that it has received instructions to such effect from Beneficial Owners and/or Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in the Bonds and has delivered such instructions to the Indenture Trustee.

Book-Entry Bonds. The (a) Prior to the issuance of a Series of Bonds, upon original issuance, will the Authority may provide that such Series of Bonds shall initially be issued as Book-Entry Bonds and, in such event, the Bonds of such Series for each maturity shall be in the form of typewritten Bonds representing a separate single fully registered Bond (which may be typewritten). Except as provided in subsection (f) of this Section, the registered Owner of all of the Book-Entry BondsBonds shall be Cede & Co., as nominee of DTC. Notwithstanding anything to be delivered to The Depository Trust Companythe contrary contained in this Master Indenture, the initial Depository, by, or on behalf payment of principal of, the Issuer. The Bonds shall initially be premium, if any, and interest with respect to any Book-Entry Bond registered on the Bond Register as of each Record Date in the name of Cede & Co.Co. shall be made by wire transfer of same-day funds to the account of Cede & Co. on the Interest Payment Date and the Principal Payment Date at the address indicated on the Record Date for Cede & Co. in the Registration Books or as otherwise provided in the Representation Letter. (b) The Trustee, the nominee City and the Authority may treat DTC (or its nominee) as the sole and exclusive Owner of Book-Entry Bonds registered in its name for the purposes of (i) payment of the initial Depositoryprincipal, premium, if any, or interest with respect to Book-Entry Bonds, (ii) selecting Book- Entry Bonds or portions thereof to be redeemed, (iii) giving any notice permitted or required to be given to Owners of Book-Entry Bonds under this Master Indenture, (iv) registering the transfer of Book-Entry Bonds, (v) obtaining any consent or other action to be taken by Owners of Book-Entry Bonds and (vi) for all other purposes whatsoever, and no Beneficial Owner will receive neither the Trustee, the City nor the Authority shall be affected by any notice to the contrary. (c) Neither the Trustee, the City nor the Authority shall have any responsibility or obligation to any Participant, any person claiming a Definitive Bond representing such Beneficial Owner's beneficial ownership interest in such BondBook-Entry Bonds under or through DTC or any Participant, except or any other person which is not shown on the Registration Books as provided in Section 4.08. With being an Owner, with respect to such Bonds, unless and until definitive, fully registered Bonds (the "Definitive Bonds") have been issued to Beneficial Owners pursuant to Section 4.08: (i) the provisions accuracy of this Section 4.06 shall be in full force and effect; any records maintained by DTC or any Participant, (ii) the Bond Registrarpayment by DTC to any Participant, other than an Owner as shown in the Paying Agent and the Indenture Trustee shall be entitled to deal with the Depository for all purposes Registration Books, of this Indenture (including the payment of principal of and interest on the Bonds and the giving of instructions or directions hereunder) as the sole holder any amount in respect of the principal, premium, if any, or interest with respect to Book-Entry Bonds, and shall have no obligation to the Beneficial Owners of the Bonds; (iii) any notice which is permitted or required to the extent that the provisions be given to Owners of Book-Entry Bonds under this Section 4.06 conflict with any other provisions of this Master Indenture, the provisions of this Section 4.06 shall control; (iv) the rights selection by DTC or any Participant of Beneficial Owners shall be exercised only through any person to receive payment in the Depository and shall be limited to those established by law and agreements between such Owners event of Bonds and the Depository and/or the Depository Participants. Unless and until Definitive Bonds are issued pursuant to Section 4.08a partial redemption of Book-Entry Bonds, the initial Depository will make book- entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Bonds to such Depository Participants; and or (v) whenever this Indenture requires any consent given or permits actions other action taken by DTC as Owner of Book-Entry Bonds. (d) The Trustee shall pay all principal, premium, if any, and interest with respect to be taken based upon instructions or directions of Holders of Bonds evidencing a specified percentage of the Bond Principal Balances of the Book-Entry Bonds, the Depository only to DTC, and all such payments shall be deemed valid and effective to represent such percentage fully satisfy and discharge the Authority’s obligations with respect to the principal, premium, if any, and interest with respect to the Book-Entry Bonds only to the extent of the sum or sums so paid. Except under the conditions of subsection (f) of this Section, no person other than DTC shall receive an executed Book-Entry Bond for each separate stated maturity. Upon delivery by DTC to the Trustee of written notice to the effect that it DTC has received instructions determined to substitute a new nominee in place of Cede & Co., and subject to the provisions herein with respect to record dates, the term “Cede & Co.” in this Master Indenture shall refer to such effect from Beneficial Owners and/or Depository Participants owning new nominee of DTC. (e) In order to qualify the Book-Entry Bonds for DTC’s book-entry system, the Authority shall execute and deliver to DTC a Representation Letter. The execution and delivery of a Representation Letter shall not in any way impose upon the Authority, the City or representingthe Trustee any obligation whatsoever with respect to Persons having interests in such Book-Entry Bonds other than the Owners, as shown on the Registration Books. Such Representation Letter may provide the time, form, content and manner of transmission, of notices to DTC. In addition to the execution and delivery of a Representation Letter by the Authority, the Authority, the City and the Trustee shall take such other actions, not inconsistent with this Master Indenture, as are reasonably necessary to qualify Book-Entry Bonds for DTC’s book-entry program. (f) In the event (i) DTC, including any successor as securities depository for a Series of Bonds, determines not to continue to act as securities depository for such Series of Bonds, or (ii) the Authority determines that the incumbent securities depository shall no longer so act, and delivers a written certificate to the Trustee to that effect, then the Authority will discontinue the book-entry system with the incumbent securities depository for such Series of Bonds. If the Authority determines to replace the incumbent securities depository for such Series of Bonds with another qualified securities depository, the Authority shall prepare or direct the preparation of a new single, separate fully registered Bond of such Series for the aggregate outstanding principal amount of Bonds of such Series of each maturity, registered in the name of such successor or substitute qualified securities depository, or its nominee, or make such other arrangement acceptable to the Authority, the Trustee and the successor securities depository for the Bonds of such Series as are not inconsistent with the terms of this Master Indenture. If the Authority fails to identify another qualified successor securities depository for such Series of Bonds to replace the incumbent securities depository, then the Bonds of such Series shall no longer be restricted to being registered in the Registration Books in the name of the incumbent securities depository or its nominee, but shall be registered in whatever name or names the incumbent securities depository for such Series of Bonds, or its nominee, shall designate. In such event the Authority shall execute, and deliver to the Trustee, a sufficient quantity of Bonds of such Series to carry out the transfers and exchanges provided in Sections 2.04, 2.08 and 2.09 hereof. All such Bonds of such Series shall be in fully registered form in authorized denominations. (g) Notwithstanding any other provision of this Master Indenture to the contrary, so long as any Book-Entry Bond is registered in the name of DTC, or its nominee, all payments with respect to the principal, premium, if any, and interest with respect to such Book-Entry Bond and all notices with respect to such Book-Entry Bond shall be made and given, respectively, such required percentage of the beneficial interest as provided in the Representation Letter. (h) In connection with any notice or other communication to be provided to Owners of Book-Entry Bonds pursuant to this Master Indenture by the Authority, the City or the Trustee with respect to any consent or other action to be taken by Owners of Book-Entry Bonds, the Authority, the City or the Trustee, as the case may be, shall establish a record date for such consent or other action and has delivered give DTC notice of such instructions record date not less than 15 calendar days in advance of such record date to the Indenture Trusteeextent possible.

Book-Entry Bonds. The Bonds, upon original issuance, will be issued in the form of typewritten Bonds representing the Book-Entry Bonds, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. The Bonds shall initially be registered on the Bond Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner will receive a Definitive Bond representing such Beneficial Owner's interest in such Bond, except as provided in Section 4.08. With respect to such Bonds, unless and until definitive, fully registered Bonds (the "Definitive Bonds"A) have been issued to Beneficial Owners pursuant to Section 4.08: (i) the provisions of this Section 4.06 shall be in full force and effect; (ii) the Bond Registrar, the Paying Agent and the Indenture Trustee shall be entitled to deal with the Depository for all purposes of this Indenture (including the payment of principal of and interest on the Bonds and the giving of instructions or directions hereunder) as the sole holder of the Bonds, and shall have no obligation to the Beneficial Owners of the Bonds; (iii) to the extent that the provisions of this Section 4.06 conflict with Notwithstanding any other provisions provision of this Indenture, the provisions Bonds are hereby authorized to be issued in book entry form as Book Entry Bonds, with respect to which the following procedures shall apply. (B) For all purposes of this Section 4.06 shall control; (iv) the rights of Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Bonds and the Depository and/or the Depository Participants. Unless and until Definitive Bonds are issued pursuant to Section 4.08, the initial Depository will make book- entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Bonds to such Depository Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Bonds evidencing a specified percentage of the Bond Principal Balances of the BondsIndenture, the Depository shall be deemed to represent be holder of a Book Entry Bond and neither the Issuer, nor the Trustee shall have any responsibility or obligation to the beneficial owner of such percentage Bond or to any direct or indirect participant in such Depository. Without limiting the generality of the foregoing, neither the Issuer nor the Trustee shall have any responsibility or obligation to any such participant or to the beneficial owner of a Book Entry Bond with respect to (1) the accuracy of the records of the Depository or any participant with respect to any beneficial ownership interest in such Book Entry Bond, (2) the delivery to any participant of the Depository, the beneficial owner of such Book Entry Bond or any other person, other than the Depository, of any notice with respect to such Book Entry Bond, including any notice of the redemption thereof, (3) the payment to any participant of the Depository, the beneficial owner of such obligation or any other person, other than the Depository, of any amount with respect to the principal or Redemption Price of, or interest or Sinking Fund Payments on, such Book Entry Bond or (4) any consent given or any other action taken by the Depository as Holder of the Book Entry Bonds. (C) The Issuer and the Trustee may treat the Depository of a Book Entry Bond as the absolute owner of such Book Entry Bond for purpose of (1) payment of the principal of, premium, if any, and interest on such Book Entry Bond, (2) giving notices of redemption and of other matters with respect to such Book Entry Bond, (3) registering transfers with respect to such Book Entry Bond, and (4) for all other purposes whatsoever. The Trustee shall pay all principal of, premium, if any, and interest and Sinking Fund Payments on, such Book Entry Bond only to or upon the order of the Depository, and all such payments shall be valid and effective to fully satisfy and discharge the Book Entry Bonds only with respect to such principal of, premium, if any, Sinking Fund Payments and interest to the extent of the sum or sums so paid. No person other than the Depository shall receive a Book Entry Bond or other instrument evidencing the Issuer's obligation to make payments of the principal of, premium, if any, Sinking Fund Payments and interest thereon. (D) The Issuer, in its sole discretion, upon thirty (30) days prior written notice to the Trustee and without the consent of the Trustee or the beneficial owner of a Book Entry Bond or any other person, may terminate the services of the Depository with respect to a Book Entry Bond if the Issuer determines that (1) the Depository is unable to discharge its responsibilities with respect to such Book Entry Bond or (2) a continuation of the requirement that all of the Outstanding Bonds issued in book entry form be registered in the registration books of the Issuer in the name of the Depository, is not in the best interest of the beneficial owners of such Bonds, and the Issuer shall terminate the services of the Depository upon receipt by the Issuer and the Trustee of written notice from the Depository that it has received instructions written requests that such Depository be removed from its participants having beneficial interests, as shown in the records of the Depository, in an aggregate amount of not less than fifty percent in principal amount of the then Outstanding Book Entry Bonds. (E) Upon the termination of the services of a Depository with respect to a Book Entry Bond, or upon the resignation of a Depository with respect to a Book Entry Bond, after which no substitute securities depository willing to undertake the functions of such effect from Beneficial Owners and/or Depository Participants owning or representingcan be found which, respectivelyin the opinion of the Issuer, is able to undertake such functions upon reasonable and customary terms, such required percentage Bonds shall no longer be registered in the registration books kept by the Trustee in the name of a Depository, but may be registered in the name of the beneficial interest owners of such Bonds, and such beneficial owners, upon registration of such Bonds in their names, shall become the Bonds holders of such Bonds. (F) Notwithstanding any other provisions of the Indenture, the Trustee shall have no liability for any inconsistency, if any, between a letter of representations that may be executed and has delivered by the Issuer and/or the Trustee with the Depository and the provisions hereof, and with respect to any such instructions to inconsistency, the Indenture Trusteeprovisions of such letter of representations shall control.

Book-Entry Bonds. The Bonds, upon original issuance, will be issued in the form of a typewritten Bond or Bonds representing the Book-Entry Bonds, to be delivered to The Depository Trust Company, the initial DepositoryClearing Agency, by, or on behalf of, the IssuerIssuer pursuant to the DTC Agreement. The Bonds Such Bond shall initially be registered on the Bond Register in the name of Cede & Co., the nominee of the initial DepositoryClearing Agency, and no Beneficial Owner beneficial owner of a Bond will receive a Definitive definitive Bond representing such Beneficial Ownerbeneficial owner's interest in such Bond, except as provided in Section 4.082.13. With respect to such Bonds, unless Unless and until definitive, fully registered Bonds (the "Definitive Bonds") have been issued to Beneficial Owners Bondholders pursuant to Section 4.082.13: (ia) the provisions of this Section 4.06 2.11 shall be in full force and effect; (iib) the Bond RegistrarIssuer, the Paying Agent Registrar and the Indenture Trustee shall be entitled to deal with the Depository Clearing Agency for all purposes of this Indenture (including the payment of principal Principal of and interest Interest on the Bonds and the giving of instructions or directions hereunder) as the sole holder Holder of the Bonds, and shall have no obligation to the Beneficial Owners beneficial owners of the Bonds; (iiic) to the extent that the provisions of this Section 4.06 conflict 2.11 conflicts with any other provisions provision of this Indenture, the provisions of this Section 4.06 shall control; (ivd) the rights of Beneficial Owners beneficial owners of Bonds shall be exercised only through the Depository Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Owners beneficial owners of Bonds and the Depository and/or Clearing Agency or the Depository Clearing Agency Participants. Unless ; pursuant to the DTC Agreement, unless and until Definitive Bonds are issued pursuant to Section 4.082.13, the initial Depository Clearing Agency will make book- book-entry transfers among the Depository Clearing Agency Participants and receive and transmit payments of principal Principal of and interest Interest on the Bonds to such Depository Clearing Agency Participants; and (ve) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Bonds evidencing a specified percentage portion of the Bond Principal Balances Outstanding Amount of the BondsBonds or a Tranche thereof, the Depository Clearing Agency shall be deemed to represent such percentage with respect to the Bonds portion only to the extent that it has received instructions to such effect from Beneficial Owners beneficial owners of Bonds and/or Depository Clearing Agency Participants owning or representing, respectively, such required percentage portion of the beneficial interest in the Bonds of such Tranche and has delivered such instructions to the Indenture Trustee.

Book-Entry Bonds. The BondsUnless the applicable Series Supplement provides otherwise, upon original issuance, will all of the related Series of Bonds shall be issued in the form of typewritten Bonds representing the Book-Entry Form, and the Issuer shall execute and the Indenture Trustee shall, in accordance with this Section and the Issuer Order with respect to such Series, authenticate and deliver one or more Global Bonds, evidencing the Bonds of such Series which (i) shall be an aggregate original principal amount equal to the aggregate original principal amount of such Bonds to be delivered issued pursuant to the applicable Issuer Order, (ii) shall be registered in the name of the Clearing Agency therefor or its nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial DepositoryClearing Agency, by, (iii) shall be held by the Indenture Trustee as custodian for such Clearing Agency pursuant to such Clearing Agency's or on behalf of, the Issuer. The Bonds shall initially be registered on the Bond Register in the name of Cede & Co., the nominee of the initial Depositorysuch nominee's instructions, and no Beneficial Owner will (iv) shall bear a legend substantially to the effect set forth in Exhibit A. Each Clearing Agency designated pursuant to this Section 2.11 must, at the time of its designation and at all times while it serves as Clearing Agency hereunder, be a "clearing agency" registered under the Exchange Act and any other applicable statute or regulation. No Holder of any Series of Bonds issued in Book-Entry Form shall receive a Definitive Bond representing such Beneficial OwnerHolder's interest in any such BondBonds, except as provided in Section 4.08. With respect 2.13 or in the applicable Series Supplement relating to such Bonds, unless . Unless (and until definitiveuntil) certificated, fully registered Bonds of any Series (the "Definitive Bonds") have been issued to Beneficial Owners the Holders of such Series pursuant to Section 4.082.13 or pursuant to any applicable Series Supplement relating thereto: (ia) the provisions of this Section 4.06 2.11 shall be in full force and effect; (iib) the Bond RegistrarIssuer, the Servicer, the Paying Agent Agent, the Securities Registrar and the Indenture Trustee shall be entitled to may deal with the Depository Clearing Agency for all purposes of this Indenture (including the payment making of principal of and interest distributions on the Bonds and the giving of instructions or directions hereundersuch Series) as the sole holder authorized representatives of the Bonds, and shall have no obligation to the Beneficial Owners Holders of the Bondssuch Series; (iiic) to the extent that the provisions of this Section 4.06 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 4.06 2.11 shall control;; and (ivd) the rights of Beneficial Owners Holders of such Series shall be exercised only through the Depository Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Owners of Bonds Holders and the Depository Clearing Agency and/or the Depository Clearing Agency Participants. Unless and until Definitive Bonds are issued pursuant to Section 4.082.13, the initial Depository Clearing Agency will make book- book-entry transfers among the Depository Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry Bonds to such Depository Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Bonds evidencing a specified percentage of the Bond Principal Balances of the Bonds, the Depository shall be deemed to represent such percentage with respect to the Bonds only to the extent that it has received instructions to such effect from Beneficial Owners and/or Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in the Bonds and has delivered such instructions to the Indenture Trustee.

Book-Entry Bonds. The Bonds, upon original issuance, will be issued in the form of typewritten Bonds representing the Book-Entry Bonds, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. The Bonds shall initially be registered on the Bond Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner will receive a Definitive Bond representing such Beneficial Owner's interest in such Bond, except as provided in Section 4.08. With respect to such Bonds, unless and until definitive, fully registered Bonds (the "Definitive Bonds") have been issued to Beneficial Owners pursuant to Section 4.08: (i) the provisions of this Section 4.06 shall be in full force and effect; (ii) the Bond Registrar, the Paying Agent Registrar and the Indenture Trustee shall be entitled to deal with the Depository for all purposes of this Indenture (including the payment of principal of and interest on the Bonds and the giving of instructions or directions hereunder) as the sole holder of the Bonds, and shall have no obligation to the Beneficial Owners of the Bonds; (iii) to the extent that the provisions of this Section 4.06 conflict with any other provisions of this Indenture, the provisions of this Section 4.06 shall control; (iv) the rights of Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Bonds and the Depository and/or the Depository Participants. Unless and until Definitive Bonds are issued pursuant to Section 4.08, the initial Depository will make book- book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Bonds to such Depository Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Bonds evidencing a specified percentage of the Bond Principal Balances of the Bonds, the Depository shall be deemed to represent such percentage with respect to the Bonds only to the extent that it has received instructions to such effect from Beneficial Owners and/or Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in the Bonds and has delivered such instructions to the Indenture Trustee.

Book-Entry Bonds. (a) The BondsClass A-1, upon original issuanceClass A-2, Class B, Class C and Class D Bonds will be Book-Entry Bonds. The Bonds of each such Class shall initially be issued as one or more Bonds registered in the name of the Depository or its nominee and, except as provided in Section 2.12(c), transfer of such Bonds may not be registered by the Bond Registrar unless such transfer is to a successor Depository that agrees to hold such Bonds for the respective Bond Owners with Ownership Interests therein. The Issuer hereby designates [The Depository Trust Company, at 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000], as the initial Depository for the Book-Entry Bonds and directs the Indenture Trustee to execute and deliver the Letter of Representations (the form of typewritten which is attached hereto as Exhibit H). The bond certificate or certificates representing each Class of the Book-Entry Bonds shall be registered in the name of the nominee of the Depository designated in the Letter of Representations. Such Bond Owners shall hold and transfer their respective Ownership Interests in and to such Bonds through the book-entry facilities of the Depository and, except as provided in Section 2.12(c), shall not be entitled to physical, fully registered Bonds (each a "Definitive Bond") in respect of such Ownership Interests. All transfers by Bond Owners of their respective Ownership Interests in the Book-Entry Bonds shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Bond Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Bonds of Bond Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) The Issuer, the Indenture Trustee and any agent of either may for all purposes, including the making of payments due on the Book-Entry Bonds, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. The Bonds shall initially be registered on the Bond Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner will receive a Definitive Bond representing such Beneficial Owner's interest in such Bond, except as provided in Section 4.08. With respect to such Bonds, unless and until definitive, fully registered Bonds (the "Definitive Bonds") have been issued to Beneficial Owners pursuant to Section 4.08: (i) the provisions of this Section 4.06 shall be in full force and effect; (ii) the Bond Registrar, the Paying Agent and the Indenture Trustee shall be entitled to deal with the Depository as the authorized representative of the Bond Owners with respect to such Bonds for all the purposes of this Indenture (including the payment of principal of and interest on the Bonds and the giving of instructions or directions hereunder) as the sole holder of the Bonds, and shall have no obligation to the Beneficial Owners of the Bonds; (iii) to the extent that the provisions of this Section 4.06 conflict with any other provisions of this Indenture, the provisions of this Section 4.06 shall control; (iv) exercising the rights of Beneficial Bondholders hereunder. The rights of Bond Owners shall be exercised only through with respect to the Depository and Book-Entry Bonds shall be limited to those established by law and agreements between such Bond Owners of Bonds and the Depository and/or the Depository Participants. Unless and until Definitive Bonds are issued pursuant to Section 4.08, the initial Depository will make book- entry transfers among the Depository Participants and receive brokerage firms representing such Bond Owners. Multiple requests and transmit payments directions from, and votes of, the Depository as Holder of principal the Book-Entry Bonds with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Bond Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Bondholders and interest on shall give notice to the Depository of such record date. (c) If (i) the Issuer advises the Indenture Trustee and the Bond Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to any Class of Book-Entry Bonds, and the Issuer is unable to locate a qualified successor, or (ii) the Issuer at its option advises the Indenture Trustee and the Bond Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to any Class of Book-Entry Bonds (or any portion of any Class thereof), the Bond Registrar shall notify all affected Bond Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Bonds to such Bond Owners requesting the same. Upon surrender to the Bond Registrar of any Class of Book-Entry Bonds (or any portion of any Class thereof) by the Depository, accompanied by registration instructions from the Depository Participants; and for registration of transfer, the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver, the Definitive Bonds in respect of such Class (vor portion thereof) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Bonds evidencing a specified percentage the Bond Owners identified in such instructions. None of the Bond Principal Balances Issuer, the Indenture Trustee or any Agent thereof shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Bonds for purposes of evidencing ownership of any Book-Entry Bonds, the Depository registered holders of such Definitive Bonds shall be deemed recognized as Bondholders hereunder and, accordingly, shall be entitled directly to represent all benefits associated with such percentage with respect Definitive Bond and to the Bonds only to the extent that it has received instructions to transfer and exchange such effect from Beneficial Owners and/or Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in the Bonds and has delivered such instructions to the Indenture TrusteeDefinitive Bonds.

Book-Entry Bonds. The Bonds, upon original issuance, will be issued in the form of typewritten Bonds representing the Book-Entry Bonds, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. The Such Bonds shall initially be registered on the Bond Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner will receive a Definitive Bond representing such Beneficial Owner's interest in such Bond, except as provided in Section 4.08. With respect to such Bonds, unless Unless and until definitive, fully registered Bonds (the "Definitive Bonds") have been issued to Beneficial Owners pursuant to Section 4.08: (i) the provisions of this Section 4.06 shall be in full force and effect; (ii) the Bond Registrar, the Paying Agent Bond Insurer and the Indenture Trustee shall be entitled to deal with the Depository for all purposes of this Indenture (including the payment of principal of and interest on the Bonds and the giving of instructions or directions hereunder) as the sole holder of the Bonds, and shall have no obligation to the Beneficial Owners of the Bonds; (iii) to the extent that the provisions of this Section 4.06 conflict with any other provisions of this Indenture, the provisions of this Section 4.06 shall control; (iv) the rights of Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Bonds and the Depository and/or the Depository Participants. Unless and until Definitive Bonds are issued pursuant to Section 4.08, the initial Depository will make book- book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Bonds to such Depository Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Bonds evidencing a specified percentage of the Bond Principal Balances of the Bonds, the Depository shall be deemed to represent such percentage with respect to the Bonds only to the extent that it has received instructions to such effect from Beneficial Owners and/or Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in the Bonds and has delivered such instructions to the Indenture Trustee.

Book-Entry Bonds. The Bonds, upon original issuance, will be issued in the form of typewritten Bonds representing the Book-Entry Bonds, to be delivered to The Depository Trust CompanyCompany or its custodian, the initial DepositoryClearing Agency, by, or on behalf of, the Issuer. The Such Bonds shall initially be registered on the Bond Register in the name of Cede & Co., the nominee of the initial DepositoryClearing Agency, and no Beneficial Bond Owner will receive a Definitive Bond representing such Beneficial Bond Owner's interest in such Bond, except as provided in Section 4.082.11. With respect to such Bonds, unless Unless and until definitive, fully registered Bonds (the "Definitive Bonds") have been issued to Beneficial Bond Owners pursuant to Section 4.082.11: (i) the provisions of this Section 4.06 shall be in full force and effect; (ii) the Bond Registrar, the Paying Agent Registrar and the Indenture Trustee shall be entitled to deal with the Depository Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Bonds and the giving of instructions or directions hereunder) as the sole holder Holder of the Bonds, and shall have no obligation to the Beneficial Owners of the BondsBond Owners; (iii) to the extent that the provisions of this Section 4.06 conflict with any other provisions of this Indenture, the provisions of this Section 4.06 shall control; (iv) the rights of Beneficial Bond Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Bond Owners of Bonds and the Depository Clearing Agency and/or the Depository Clearing Agency Participants. Unless and until Definitive Bonds are issued pursuant to Section 4.082.11, the initial Depository Clearing Agency will make book- book-entry transfers among the Depository Clearing Agency Participants and receive and transmit payments of principal of and interest on the Bonds to such Depository Clearing Agency Participants; and; (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Bonds evidencing a specified percentage of the Bond Principal Balances Outstanding Amount of the Bonds, the Depository Clearing Agency shall be deemed to represent such percentage with respect to the Bonds only to the extent that it has received instructions to such effect from Beneficial Bond Owners and/or Depository Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Bonds and has delivered such instructions to the Indenture Trustee; and (vi) Bond Owners may receive copies of any reports sent to Bondholders pursuant to this Indenture, upon written request, together with a certification that they are Bond Owners and payment of reproduction and postage expenses associated with the distribution of such reports, from the Indenture Trustee at the Corporate Trust Office.

Book-Entry Bonds. The Bonds, upon original issuance, will be issued in the form of typewritten Bonds representing the Book-Entry Bonds, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. The Bonds shall initially be registered on the Bond Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner will receive a Definitive Bond representing such Beneficial Owner's interest in such Bond, except as provided in Section 4.08. With respect to such Bonds, unless and until definitive, fully registered Bonds (the "Definitive Bonds") have been issued to Beneficial Owners pursuant to Section 4.08: (i) the provisions of this Section 4.06 shall be in full force and effect; (ii) the Bond Registrar, the Paying Agent and the Indenture Trustee shall be entitled to deal with the Depository for all purposes of this Indenture (including the payment of principal of and interest on the Bonds and the giving of instructions or directions hereunder) as the sole holder Holder of the Bonds, and shall have no obligation to the Beneficial Owners of the Bonds; (iii) to the extent that the provisions of this Section 4.06 conflict with any other provisions of this Indenture, the provisions of this Section 4.06 shall control; (iv) the rights of Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Bonds and the Depository and/or the Depository Participants. Unless and until Definitive Bonds are issued pursuant to Section 4.08, the initial Depository will make book- book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Bonds to such Depository Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Bonds evidencing a specified percentage of the Bond Principal Balances of the Bonds, the Depository shall be deemed to represent such percentage with respect to the Bonds only to the extent that it has received instructions to such effect from Beneficial Owners and/or Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in the Bonds and has delivered such instructions to the Indenture Trustee.

Book-Entry Bonds. (a) The BondsBook-Entry Bonds shall be delivered as one or more Bonds held by the Book-Entry Custodian or, upon original issuanceif appointed to hold such Bonds as provided below, will be issued the Depository and registered in the form name of typewritten the Depository or its nominee and, except as provided in Section 2.14(c), (d) or (e) below, transfer of such Bonds may not be registered by the Bond Registrar unless such transfer is to a successor Depository that agrees to hold such Bonds for the respective Bond Owners with Ownership Interests therein. Except as provided in Section 2.14(c), (d) or (e) below, such Bond Owners shall hold and transfer their respective Ownership Interests in and to such Bonds through the Book-Entry facilities of the Depository and, except as provided in Section 2.14(c), (d) or (e) below, shall not be entitled to definitive, fully registered Bonds ("Definitive Bonds") in respect of such Ownership Interests. All transfers by Bond Owners of their respective Ownership Interests in the Book-Entry Bonds to be held by the related transferees as Book-Entry Bonds shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Bond Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Bonds of Bond Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. The Indenture Trustee is hereby initially appointed as the Book-Entry Custodian and hereby agrees to act as such in accordance herewith and in accordance with the agreement that it has with the Depository authorizing it to act as such. The Book- Entry Custodian may, and, if it is no longer qualified to act as such, the Book-Entry Custodian shall, appoint, by a written instrument delivered to the Company, the Manager, the Owner Trustee, the Indenture Trustee, the Master Servicer and the Special Servicer any other transfer agent (including the Depository or any successor Depository) to act as Book-Entry Custodian under such conditions as the predecessor Book-Entry Custodian and the Depository or any successor Depository may prescribe, provided that the predecessor Book-Entry Custodian shall not be relieved of any of its duties or responsibilities by reason of any such appointment of other than the Depository. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor trustee or, if it so elects, the Depository shall immediately succeed to its predecessor's duties as Book-Entry Custodian. The Depositor shall have the right to inspect, and to obtain copies of, any Bonds held as Book-Entry Bonds by the Book-Entry Custodian. (b) The Company, the Manager, the Owner Trustee, the Indenture Trustee, the Master Servicer, the Special Servicer and the Bond Registrar may for all purposes, including the making of payments due on the Book-Entry Bonds, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. The Bonds shall initially be registered on the Bond Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner will receive a Definitive Bond representing such Beneficial Owner's interest in such Bond, except as provided in Section 4.08. With respect to such Bonds, unless and until definitive, fully registered Bonds (the "Definitive Bonds") have been issued to Beneficial Owners pursuant to Section 4.08: (i) the provisions of this Section 4.06 shall be in full force and effect; (ii) the Bond Registrar, the Paying Agent and the Indenture Trustee shall be entitled to deal with the Depository as the authorized representative of the Bond Owners with respect to such Bonds for all the purposes of this Indenture (including the payment of principal of and interest on the Bonds and the giving of instructions or directions hereunder) as the sole holder of the Bonds, and shall have no obligation to the Beneficial Owners of the Bonds; (iii) to the extent that the provisions of this Section 4.06 conflict with any other provisions of this Indenture, the provisions of this Section 4.06 shall control; (iv) exercising the rights of Beneficial Bondholders hereunder. The rights of Bond Owners shall be exercised only through with respect to the Depository and Book-Entry Bonds shall be limited to those established by law and agreements between such Bond Owners of Bonds and the Depository and/or the Depository Participants. Unless and until Definitive Bonds are issued pursuant to Section 4.08, the initial Depository will make book- entry transfers among the Depository Participants and receive brokerage firms representing such Bond Owners. Multiple requests and transmit payments of principal of directions from, and interest on the Bonds to such Depository Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Bonds evidencing a specified percentage of the Bond Principal Balances of the Bondsvotes of, the Depository as Holder of the Book-Entry Bonds with respect to any particular matter shall not be deemed inconsistent if they are made with respect to represent different Bond Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Bondholders and shall give notice to the Depository of such percentage record date. (c) If (i)(A) the Company advises the Indenture Trustee and the Bond Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book- Entry Bonds only (or any portion thereof), and (B) the Company is unable to locate a qualified successor, or (ii) the Company at its option advises the Indenture Trustee and the Bond Registrar in writing that it elects to terminate the Book-Entry system through the Depository with respect to the extent that it has received instructions Book-Entry Bonds (or any portion thereof), the Bond Registrar shall notify all affected Bond Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Bond to such effect Bond Owners requesting the same. Upon surrender to the Bond Registrar of the Book-Entry Bonds (or any portion thereof) by the Book- Entry Custodian or the Depository, as applicable, and the delivery of registration instructions from Beneficial the Depository for registration of transfer (which surrender and delivery the Indenture Trustee shall use reasonable efforts to cause to occur), the Issuer shall execute, and the Bond Registrar shall authenticate and deliver, the Definitive Bonds in respect of such Bonds to the Bond Owners identified in such instructions. None of the Company, the Manager, the Owner Trustee, the Indenture Trustee, the Master Servicer, the Special Servicer or the Bond Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (d) Subject to the provisions of Section 2.05 governing registration of transfer and exchange, the Bond Owners may transfer their respective Ownership Interests in and to the Book-Entry Bonds as, and may exchange their respective Book-Entry Bonds for, Bonds in the form of Definitive Bonds. If (i) any Bond Owner that wishes to so transfer or exchange its Book-Entry Bonds, or any Bond Owner that is required by Section 2.14(b) to transfer its Book-Entry Bonds in the form of Definitive Bonds, notifies the Indenture Trustee and the Bond Registrar of such transfer or exchange and (ii) transfers such Book-Entry Bonds to the Bond Registrar, in its capxxxxx xx xxxx, xxxxxxx the Book-Entry facilities of the Depository, then the Book- Entry Custodian shall decrease the balance of such Book-Entry Bonds or, the Indenture Trustee shall use reasonable efforts to cause the surrender to the Bond Registrar of such Book-Entry Bonds by the Book-Entry Custodian or the Depository, as applicable, and thereupon, the Indenture Trustee shall execute and the Bond Registrar shall authenticate and deliver to such Bond Owner or its designee one or more Definitive Bonds of the same Class in authorized denominations and with a like aggregate Percentage Interest. Neither the Indenture Trustee nor the Bond Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restriction or transfer imposed under Article II of this Indenture or under applicable law with respect to any transfer of any Bond, or any interest therein, other than to require delivery of the certification(s) and/or opinions of counsel described in Article II applicable with respect to changes in registration of record ownership of Bonds in the Bond Registrar. The Indenture Trustee and the Bond Registrar shall have no liability for transfers, including transfers made through the book-entry facilities of the Depository or between or among Depository Participants owning or representingbeneficial owners made in violation of applicable restrictions. (e) Subject to the provisions of Section 2.05 governing registration of transfer and exchange, respectivelyClass F Bonds (i) held as Definitive Bonds may be transferred in the form of Book-Entry Bonds in reliance on Rule 144A under the Securities Act to one or more Qualified Institutional Buyers that are acquiring such Definitive Bonds for their own accounts or for the accounts of other Qualified Institutional Buyers and (ii) held as Definitive Bonds by a Qualified Institutional Buyer for its own account or for the account of another Qualified Institutional Buyer may be exchanged for Book-Entry Bonds, in each case upon surrender of such required percentage Bonds for registration of transfer or exchange at the offices of the beneficial interest Bond Registrar maintained for such purpose. Whenever any such Bonds are so surrendered for transfer or exchange, either the Book-Entry Custodian shall increase the balance of the related Book-Entry Bonds or the Issuer shall execute and the Bond Registrar shall authenticate and deliver, as provided in Section 2.14(a), the Book-Entry Bonds for which such Bonds were transferred or exchanged, as necessary and has delivered appropriate. No Holder of Definitive Bonds other than a Qualified Institutional Buyer holding such instructions Bonds for its own account or for the account of another Qualified Institutional Buyer may exchange such Bonds for Book-Entry Bonds. Further, any Bond Owner of a Book-Entry Bond other than any such Qualified Institutional Buyer shall notify the Indenture Trustee and the Bond Registrar of its status as such and shall transfer such Book-Entry Bond to the Bond Registrar, in its capacity as such, through the Book-Entry facilities of the Depository, whereupon, and also upon surrender to the Bond Registrar of such Book-Entry Bond by the Book-Entry Custodian or the Depository, as applicable (which surrender the Indenture Trustee shall use reasonable efforts to cause to occur), the Issuer shall execute and the Bond Registrar shall authenticate and deliver to such Bond Owner or such Bond Owner's nominee one or more Definitive Bonds of the same Class in authorized denominations and with a like aggregate Percentage Interest. (f) Upon the issuance of Definitive Bonds for purposes of evidencing ownership of any Bonds formerly held as Book-Entry Bonds, the registered holders of such Definitive Bonds shall be recognized as Bondholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Bonds. (g) The Depositor shall provide an adequate inventory of Definitive Bonds to the Indenture Trustee.

Book-Entry Bonds. The Bonds, upon original issuance, will Bonds shall be Book-Entry Bonds and shall be issued initially as one or more certificates in the form name of typewritten the Clearing Agency or its nominee. For all purposes, the Trustee shall deal with the Clearing Agency as the owner of such Book-Entry Bonds representing in accordance with Section 3.08 of the Original Indenture. The rights of Beneficial Owners of the Book-Entry Bonds, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. The Bonds shall initially be registered on the Bond Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner will receive a Definitive Bond representing such Beneficial Owner's interest in such Bond, except as provided in Section 4.08. With respect to such Bonds, unless and until definitive, fully registered Bonds (the "Definitive Bonds") have been issued to Beneficial Owners pursuant to Section 4.08: (i) the provisions of this Section 4.06 shall be in full force and effect; (ii) the Bond Registrar, the Paying Agent and the Indenture Trustee shall be entitled to deal with the Depository for all purposes of this Indenture (including the payment of principal of and interest on the Bonds and the giving of instructions or directions hereunder) as the sole holder of the Bonds, and shall have no obligation to the Beneficial Owners of the Bonds; (iii) to the extent that the provisions of this Section 4.06 conflict with any other provisions of this Indenture, the provisions of this Section 4.06 shall control; (iv) the rights of Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Owners and the Clearing Agency and Clearing Agency Participants. The Beneficial Owners of the Book-Entry Bonds shall not be entitled to certificated securities for the Book-Entry Bonds as to which they are the Beneficial Owners, except as provided below. Requests and the Depository and/or the Depository Participants. Unless directions from, and until Definitive Bonds are issued pursuant to Section 4.08votes of, the initial Depository will make book- entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Bonds to such Depository Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Bonds evidencing a specified percentage of the Bond Principal Balances of the BondsClearing Agency, the Depository as Holder, shall not be deemed to represent be inconsistent if they are made with respect to different Beneficial Owners. Without the consent of the Issuer and the Trustee, a Book-Entry Bond may not be transferred by the Clearing Agency except to another Clearing Agency that agrees to hold the Book-Entry Bond for the account of the respective Clearing Agency Participants and Beneficial Owners. None of the Issuer, the Bond Administrator, any Master Servicer or the Trustee will have any liability for any aspect of the records relating to or payment made on account of Beneficial Owners of the Book-Entry Bonds held by the Clearing Agency, or for maintaining, supervising or reviewing any records relating to such percentage Beneficial Owners. The Book-Entry Bonds will be issued in fully registered, certificated form to Beneficial Owners of Book-Entry Bonds or their nominees, rather than to the Clearing Agency or its nominee, only if (a) the Issuer advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Bonds only and the Issuer is unable to locate a qualified successor within 30 days or (b) the Issuer, at its option, elects to terminate the book-entry system operating through the Clearing Agency. Upon the occurrence of either event described in the immediately preceding paragraph, the Trustee is required to notify the Clearing Agency, which in turn will notify all Beneficial Owners of Book-Entry Bonds through Clearing Agency Participants, of the availability of Certificated Bonds. Upon surrender by the Clearing Agency of the certificates representing the Book-Entry Bonds and receipt of instructions for re-registration, the Trustee will reissue the Book-Entry Bonds as Certificated Bonds to the extent that it has received instructions to such effect from Beneficial Owners and/or Depository Participants owning or representing, respectively, such required percentage of identified in writing by the beneficial interest in the Clearing Agency. Such Certificated Bonds and has delivered such instructions to the Indenture Trusteeshall not constitute Book-Entry Bonds.

Book-Entry Bonds. The Unless otherwise specified in the Supplement, the Bonds, upon original issuance, will be issued in the form of a typewritten Bond or Bonds representing the Book-Entry Bonds, to be delivered to The Depository Trust CompanyDTC, as the initial DepositoryClearing Agency, by, or on behalf of, the Issuer. The Bonds Such Bond shall initially be registered on the Bond Register in the name of Cede & Co., the nominee of the initial DepositoryClearing Agency, and no Beneficial Bond Owner will receive a Definitive definitive Bond representing such Beneficial Bond Owner's ’s interest in such Bond, except as provided in Section 4.082.13. With respect to such Bonds, unless Unless and until definitive, fully registered Bonds (the "“Definitive Bonds"”) replacing the Book-Entry Bonds have been issued to Beneficial Owners Bondholders pursuant to Section 4.082.13 or pursuant to the Supplement: (ia) the provisions of this Section 4.06 shall be in full force and effect; (iib) the Bond Registrar, the Paying Agent Registrar and the Indenture Trustee shall be entitled to deal with the Depository Clearing Agency for all purposes of this Indenture (including the payment of principal Principal of and interest premium, if any, and Interest on the Bonds and the giving of instructions or directions hereunder) as the sole holder Holder of the Bonds, and shall have no obligation to the Beneficial Owners of the BondsBond Owners; (iiic) to the extent that the provisions of this Section 4.06 conflict with any other provisions of this Indenture, the provisions of this Section 4.06 shall control; (ivd) the rights of Beneficial Bond Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Bond Owners of Bonds and the Depository and/or Clearing Agency or the Depository Clearing Agency Participants. Unless Pursuant to the DTC Agreement, unless and until Definitive Bonds are issued pursuant to Section 4.082.13, the initial Depository Clearing Agency will make book- book-entry transfers among the Depository Clearing Agency Participants and receive and transmit payments of principal Principal of and interest premium, if any, and Interest on the Bonds to such Depository Clearing Agency Participants; and (ve) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Bonds evidencing a specified percentage of the Bond Principal Balances Outstanding Amount of the BondsBonds or Tranche thereof, the Depository Clearing Agency shall be deemed to represent such percentage with respect to the Bonds only to the extent that it has received instructions to such effect from Beneficial Bond Owners and/or Depository or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Bonds or such Tranche and has delivered such instructions to the Indenture Trustee.

Book-Entry Bonds. The BondsUnless the applicable Series Supplement provides otherwise, upon original issuance, will all of the related Series of Bonds shall be issued in the form of typewritten Bonds representing the Book-Entry Form, and the Issuer shall execute and the Indenture Trustee shall, in accordance with this Section and the Issuer Order with respect to such Series, authenticate and deliver one or more Global Bonds, evidencing the Bonds of such Series which (i) shall be an aggregate original principal amount equal to the aggregate original principal amount of such Bonds to be delivered issued pursuant to the applicable Issuer Order, (ii) shall be registered in the name of the Clearing Agency therefor or its nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial DepositoryClearing Agency, by, (iii) shall be delivered by the Indenture Trustee pursuant to such Clearing Agency's or on behalf of, the Issuer. The Bonds shall initially be registered on the Bond Register in the name of Cede & Co., the nominee of the initial Depositorysuch nominee's instructions, and no Beneficial Owner will (iv) shall bear a legend substantially to the effect set forth in Exhibit A. Each Clearing Agency designated pursuant to this Section 2.11 must, at the time of its designation and at all times while it serves as Clearing Agency hereunder, be a "clearing agency" registered under the Exchange Act and any other applicable statute or regulation. No Holder of any Series of Bonds issued in Book-Entry Form shall receive a Definitive Bond representing such Beneficial OwnerHolder's interest in any such BondBonds, except as provided in Section 4.08. With respect 2.13 or in the applicable Series Supplement relating to such Bonds, unless . Unless (and until definitiveuntil) certificated, fully registered Bonds of any Series (the "Definitive Bonds") have been issued to Beneficial Owners the Holders of such Series pursuant to Section 4.082.13 or pursuant to any applicable Series Supplement relating thereto: (ia) the provisions of this Section 4.06 2.11 shall be in full force and effect; (iib) the Bond RegistrarIssuer, the Servicer, the Paying Agent Agent, the Securities Registrar and the Indenture Trustee shall be entitled to may deal with the Depository Clearing Agency for all purposes of this Indenture (including the payment making of principal of and interest distributions on the Bonds and the giving of instructions or directions hereundersuch Series) as the sole holder authorized representatives of the Bonds, and shall have no obligation to the Beneficial Owners Holders of the Bondssuch Series; (iiic) to the extent that the provisions of this Section 4.06 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 4.06 2.11 shall control;; and (ivd) the rights of Beneficial Owners Holders of such Series shall be exercised only through the Depository Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Owners of Bonds Holders and the Depository Clearing Agency and/or the Depository Clearing Agency Participants. Unless and until Definitive Bonds are issued pursuant to Section 4.082.13, the initial Depository Clearing Agency will make book- book-entry transfers among the Depository Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry Bonds to such Depository Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Bonds evidencing a specified percentage of the Bond Principal Balances of the Bonds, the Depository shall be deemed to represent such percentage with respect to the Bonds only to the extent that it has received instructions to such effect from Beneficial Owners and/or Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in the Bonds and has delivered such instructions to the Indenture Trustee.

Book-Entry Bonds. (a) The Bonds, upon original issuance, will be issued in the form of typewritten Bonds representing the Book-Entry Bonds, to be delivered to the DTC Custodian as custodian for The Depository Trust Company, the initial DepositoryClearing Agency, by, or on behalf of, the Issuer. The Bonds shall initially be registered on in the Bond Register in the name of Cede & Co., the nominee of The Depository Trust Company, as the initial DepositoryClearing Agency, and no Beneficial Bond Owner will receive a Definitive Bond definitive bond representing such Beneficial OwnerBond Owners's interest in such Bondthe Bonds, except as provided in Section 4.082.12. With respect to such Bonds, unless Unless and until definitive, fully registered Bonds (the "Definitive Bonds") have been issued to Beneficial the Bond Owners pursuant to Section 4.082.12: (i) the provisions of this Section 4.06 2.10 shall be in full force and effecteffect with respect to each such Class; (ii) the Bond RegistrarIssuer, the Owner Trustee, the Administrator, the Servicer, the Special Servicer, the Paying Agent Agent, the Bond Registrar and the Indenture Trustee shall be entitled to may deal with the Depository Clearing Agency for all purposes of this Indenture (including the payment making of principal of and interest distributions on the Bonds and the giving of instructions or directions hereunderBonds) as the sole holder authorized representative of the Bonds, and shall have no obligation to the Beneficial Owners of the BondsBond Owners; (iii) to the extent that the provisions of this Section 4.06 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 4.06 2.10 shall control;control with respect to each such Class; and (iv) the rights of Beneficial the Bond Owners of each such Class shall be exercised only through the Depository Clearing Agency and the applicable Participants and shall be limited to those established by law and agreements between such Bond Owners of Bonds and the Depository Clearing Agency and/or the Depository Participants. Unless Pursuant to the Depository Agreement, unless and until Definitive Bonds are issued pursuant to Section 4.082.12, the initial Depository Clearing Agency will make book- book-entry transfers among the Depository Participants and receive and transmit payments distributions of principal of and interest on the related Bonds to such Depository Participants; and. (vb) whenever For purposes of any provision of this Indenture requires requiring or permits permitting actions to be taken based upon instructions with the consent of, or directions of at the direction of, Holders of the Bonds evidencing a specified percentage of the outstanding Bond Principal Balances Balance, such direction or consent may be given by the Clearing Agency at the direction of Bond Owners whose beneficial ownership in the Bonds, the Depository shall be deemed to represent Bonds evidences such percentage of such Bond Balance. The Clearing Agency may take conflicting actions with respect to the Bonds only to the extent that it has received instructions to such effect from Beneficial Owners and/or Depository Participants owning or representing, respectively, such required percentage actions are taken on behalf of the beneficial interest Bond Owners. (c) The Bonds of each Class initially sold in reliance on Rule 144A or to Institutional Accredited Investors shall be represented by the Bonds and has delivered Rule 144A-IAI Global Bond for such instructions to the Indenture Trustee.Class. The

Book-Entry Bonds. (a) The Offered Bonds, upon original issuanceother than the Class D and Class E Bonds, will initially be issued as Book-Entry Bonds. The Class D and Class E Bonds will initially be issued as Definitive Bonds but may, thereafter, be issued as Book-Entry Bonds. The Bonds of each Class of Book-Entry Bonds shall be registered in the form name of typewritten the Depository or its nominee and, except as provided in Section 2.12(c), transfer of such Bonds may not be registered by the Bond Registrar unless such transfer is to a successor Depository that agrees to hold such Bonds for the respective Bond Owners with Ownership Interests therein. The Issuer hereby designates The Depository Trust Company, at 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as the initial Depository for the Book-Entry Bonds. The Bonds representing each Class of the Book-Entry Bonds shall be registered in the name of the nominee of the Depository. Owners of Book-Entry Bonds shall hold and transfer their respective Ownership Interests in and to such Bonds through the book-entry facilities of the Depository and, except as provided in Section 2.12(c), shall not be entitled to physical, fully registered Bonds (each, a "Definitive Bond") in respect of such Ownership Interests. All transfers by Bond Owners of their respective Ownership Interests in the Book-Entry Bonds shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Bond Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Bonds of Bond Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) The Issuer, the Indenture Trustee and any agent of either may for all purposes, including the making of payments due on the Book-Entry Bonds, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. The Bonds shall initially be registered on the Bond Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner will receive a Definitive Bond representing such Beneficial Owner's interest in such Bond, except as provided in Section 4.08. With respect to such Bonds, unless and until definitive, fully registered Bonds (the "Definitive Bonds") have been issued to Beneficial Owners pursuant to Section 4.08: (i) the provisions of this Section 4.06 shall be in full force and effect; (ii) the Bond Registrar, the Paying Agent and the Indenture Trustee shall be entitled to deal with the Depository as the authorized representative of the Bond Owners with respect to such Bonds for all the purposes of this Indenture (including the payment of principal of and interest on the Bonds and the giving of instructions or directions hereunder) as the sole holder of the Bonds, and shall have no obligation to the Beneficial Owners of the Bonds; (iii) to the extent that the provisions of this Section 4.06 conflict with any other provisions of this Indenture, the provisions of this Section 4.06 shall control; (iv) exercising the rights of Beneficial Bondholders hereunder. The rights of Bond Owners shall be exercised only through with respect to the Depository and Book-Entry Bonds shall be limited to those established by law Law and agreements between such Bond Owners of Bonds and the Depository and/or the Depository Participants. Unless and until Definitive Bonds are issued pursuant to Section 4.08, the initial Depository will make book- entry transfers among the Depository Participants and receive brokerage firms representing such Bond Owners. Multiple requests and transmit payments directions from, and votes of, the Depository as Holder of principal the Book-Entry Bonds with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Bond Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Bondholders and interest on shall give notice to the Depository of such record date. (c) If (i) the Issuer advises the Indenture Trustee and the Bond Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to any Class of Book-Entry Bonds, and the Issuer is unable to locate a qualified successor, or (ii) the Issuer at its option advises the Indenture Trustee and the Bond Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to any Class of Book-Entry Bonds (or any portion of any Class thereof), the Indenture Trustee shall notify all affected Bond Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Bonds to such Bond Owners requesting the same. Upon surrender to the Bond Registrar of any Class of Book-Entry Bonds (or any portion of any Class thereof) by the Depository, accompanied by registration instructions from the Depository Participants; and for registration of transfer, the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver, the Definitive Bonds in the respective Bond Principal Amounts owned by the individual Bond Owners of such Class (vor portion thereof) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Bonds evidencing a specified percentage the Bond Owners identified in such instructions. None of the Bond Principal Balances Issuer, the Indenture Trustee or any Agent thereof shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Bonds for purposes of evidencing ownership of any Book-Entry Bonds, the Depository registered holders of such Definitive Bonds shall be deemed recognized as Bondholders hereunder and, accordingly, shall be entitled directly to represent all benefits associated with such percentage with respect Definitive Bond and to the Bonds only to the extent that it has received instructions to transfer and exchange such effect from Beneficial Owners and/or Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in the Bonds and has delivered such instructions to the Indenture TrusteeDefinitive Bonds.

Book-Entry Bonds. The Bonds, upon original issuance, will ---------------- be issued in the form of typewritten Bonds representing the Book-Entry Bonds, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. The Bonds shall initially be registered on the Bond Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner will receive a Definitive Bond representing such Beneficial Owner's interest in such Bond, except as provided in Section 4.08. With respect to such Bonds, unless and until definitive, fully registered Bonds (the "Definitive Bonds") have been issued to Beneficial Owners pursuant to Section 4.08: (i) the provisions of this Section 4.06 shall be in full force and effect; (ii) the Bond Registrar, the Paying Agent and the Indenture Trustee shall be entitled to deal with the Depository for all purposes of this Indenture (including the payment of principal of and interest on the Bonds and the giving of instructions or directions hereunder) as the sole holder of the Bonds, and shall have no obligation to the Beneficial Owners of the Bonds; (iii) to the extent that the provisions of this Section 4.06 conflict with any other provisions of this Indenture, the provisions of this Section 4.06 shall control; (iv) the rights of Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Bonds and the Depository and/or the Depository Participants. Unless and until Definitive Bonds are issued pursuant to Section 4.08, the initial Depository will make book- book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Bonds to such Depository Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Bonds evidencing a specified percentage of the Bond Principal Balances of the Bonds, the Depository shall be deemed to represent such percentage with respect to the Bonds only to the extent that it has received instructions to such effect from Beneficial Owners and/or Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in the Bonds and has delivered such instructions to the Indenture Trustee.

Book-Entry Bonds. The Bonds, upon original issuance, will be issued in the form of typewritten Bonds representing the Book-Entry Bonds, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the IssuerIssuing Entity. The Such Bonds shall initially be registered on the Bond Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner will receive a Definitive Bond representing such Beneficial Owner's ’s interest in such Bond, except as provided in Section 4.08. With respect to such Bonds, unless Unless and until definitive, fully registered Bonds (the "“Definitive Bonds"”) have been issued to Beneficial Owners pursuant to Section 4.08: (i) the provisions of this Section 4.06 shall be in full force and effect; (ii) the Bond Registrar, the Paying Agent Registrar and the Indenture Trustee shall be entitled to deal with the Depository for all purposes of this Indenture (including the payment of principal of and interest on the Bonds and the giving of instructions or directions hereunder) as the sole holder of the Bonds, and shall have no obligation to the Beneficial Owners of the Bonds; (iii) to the extent that the provisions of this Section 4.06 conflict with any other provisions of this Indenture, the provisions of this Section 4.06 shall control; (iv) the rights of Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Bonds and the Depository and/or the Depository Participants. Unless and until Definitive Bonds are issued pursuant to Section 4.08, the initial Depository will make book- book-entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Bonds to such Depository Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Bonds evidencing a specified percentage of the Bond Principal Security Balances of the Bonds, the Depository shall be deemed to represent such percentage with respect to the Bonds only to the extent that it has received instructions to such effect from Beneficial Owners and/or Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in the Bonds and has delivered such instructions to the Indenture Trustee.

Book-Entry Bonds. The Bonds, upon original issuance, will Each Class of Bonds shall be Book-Entry Bonds and shall be issued initially as one or more certificates in the form name of typewritten Bonds representing the Clearing Agency or its nominee. For all purposes, the Trustee shall deal with the Clearing Agency as Holder of such Book-Entry Bonds. The rights of Beneficial Owners of the Book-Entry Bonds, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. The Bonds shall initially be registered on the Bond Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner will receive a Definitive Bond representing such Beneficial Owner's interest in such Bond, except as provided in Section 4.08. With respect to such Bonds, unless and until definitive, fully registered Bonds (the "Definitive Bonds") have been issued to Beneficial Owners pursuant to Section 4.08: (i) the provisions of this Section 4.06 shall be in full force and effect; (ii) the Bond Registrar, the Paying Agent and the Indenture Trustee shall be entitled to deal with the Depository for all purposes of this Indenture (including the payment of principal of and interest on the Bonds and the giving of instructions or directions hereunder) as the sole holder of the Bonds, and shall have no obligation to the Beneficial Owners of the Bonds; (iii) to the extent that the provisions of this Section 4.06 conflict with any other provisions of this Indenture, the provisions of this Section 4.06 shall control; (iv) the rights of Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Owners and the Clearing Agency and Clearing Agency Participants. The Beneficial Owners of the Book-Entry Bonds shall not be entitled to certificated securities for the Book-Entry Bonds as to which they are the Beneficial Owners, except as provided below. Requests and the Depository and/or the Depository Participants. Unless directions from, and until Definitive Bonds are issued pursuant to Section 4.08votes of, the initial Depository will make book- entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Bonds to such Depository Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Bonds evidencing a specified percentage of the Bond Principal Balances of the BondsClearing Agency, the Depository as Holder, shall not be deemed to represent be inconsistent if they are made with respect to different Beneficial Owners. Without the consent of the Depositor and the Trustee, a Book-Entry Bond may not be transferred by the Clearing Agency except to another Clearing Agency that agrees to hold the Book-Entry Bond for the account of the respective Clearing Agency Participants and Beneficial Owners. Neither the Depositor, the Master Servicer nor the Trustee will have any liability for any aspect of the records relating to or payment made on account of Beneficial Owners of the Book- Entry Bonds held by the Clearing Agency, or for maintaining, supervising or reviewing any records relating to such percentage Beneficial Owners. The Book-Entry Bonds will be issued in fully registered, certificated form to Beneficial Owners of Book-Entry Bonds or their nominees, rather than to the Clearing Agency or its nominee, only if (a) the Depositor advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Bonds only and the Depositor is unable to locate a qualified successor within 30 days or (b) the Depositor, at its option, elects to terminate the book-entry system operating through the Clearing Agency. Upon the occurrence of either event described in the immediately preceding paragraph, the Trustee is required to notify the Clearing Agency, which in turn will notify all Beneficial Owners of Book-Entry Bonds through Clearing Agency Participants, of the availability of Certificated Bonds. Upon surrender by the Clearing Agency of the certificates representing the Book-Entry Bonds and receipt of instructions for re-registration, the Trustee will reissue the Book-Entry Bonds as Certificated Bonds to the extent that it has received instructions to such effect from Beneficial Owners and/or Depository Participants owning or representing, respectively, such required percentage of identified in writing by the beneficial interest in the Clearing Agency. Such Certificated Bonds and has delivered such instructions to the Indenture Trusteeshall not constitute Book-Entry Bonds.

Book-Entry Bonds. The Bonds, upon original issuance, will be issued (a) Except as provided in the form of typewritten Bonds representing the Book-Entry Bonds, to be delivered to The Depository Trust CompanySection 3.02(c), the initial Depository, by, or on behalf of, registered owner of all of the Issuer. The Series 2024-B Bonds shall initially be DTC and the Series 2024-B Bonds shall be registered on the Bond Register in the name of Cede & Co., as nominee for DTC. Payment of principal of and interest on any Series 2024-B Bonds registered in the name of Cede & Co. shall be made by wire transfer of New York clearing house or equivalent next day funds or by wire transfer of same day funds to the account of Cede & Co. at the address indicated on the regular Record Date or special record date for Cede & Co. in the resignation books of the Registrar. (b) The Series 2024-B Bonds shall be initially issued in the form of separate single authenticated fully registered certificates for each separate stated maturity of the Series 2024-B Bonds. Upon initial issuance, the ownership of such Series 2024-B Bonds shall be registered in the registration books of the Registrar in the name of Cede & Co., as nominee of DTC. The Trustee, the initial DepositoryRegistrar and the Authority may treat DTC (or its nominee) as the sole and exclusive owner of the Series 2024-B Bonds registered in its name for the purposes of payment of the principal of or interest on the Series 2024-B Bonds, giving any notice permitted or required to be given to Bondholders under the Agreement or this Forty-Second Supplemental Agreement, registering the transfer of Series 2024-B Bonds, obtaining any consent or other action to be taken by Bondholders and for all other purposes whatsoever, and no Beneficial Owner will receive neither the Trustee, the Registrar nor the Authority shall be affected by any notice to the contrary. Neither the Trustee, the Registrar nor the Authority shall have any responsibility or obligation to any Participant, any person claiming a Definitive Bond representing such Beneficial Owner's beneficial ownership interest in such Bondthe Series 2024-B Bonds under or through DTC or any Participant, except or any other person which is not shown on the registration books as provided in Section 4.08. With being a Bondholder, with respect to the accuracy of any records maintained by DTC or any Participant; the payment by DTC or any Participant of any amount in respect of the principal of or interest on the Series 2024-B Bonds; any notice which is permitted or required to be given to Bondholders under the Agreement; any consent given or other action taken by DTC as Bondholder; or any other purpose. The Trustee shall pay all principal of and interest on the Series 2024-B Bonds only to or “upon the order of” DTC (as that term is used in the Uniform Commercial Code as adopted in the State of California), and all such Bondspayments shall be valid and effective to fully satisfy and discharge the Authority’s obligations with respect to the principal of and interest on the Series 2024-B Bonds to the extent of the sum or sums so paid. No person other than DTC shall receive an authenticated Series 2024-B Bond evidencing the obligation of the Authority to make payments of principal and interest pursuant to the Agreement. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., unless and until definitivesubject to the provisions herein with respect to Record Dates, fully registered Bonds the word “Cede & Co.” in this Forty-Second Supplemental Agreement shall refer to such new nominee of DTC. (c) In the "Definitive Bonds") have been issued to event the Authority determines that it is in the best interest of the Beneficial Owners pursuant that they be able to Section 4.08: obtain bond certificates, and notifies DTC, the Trustee and the Registrar of such determination, then DTC will notify the Participants of the availability through DTC of bond certificates. In such event, the Trustee shall authenticate and the Registrar shall transfer and exchange bond certificates as requested by DTC and any other Bondholders in appropriate amounts. DTC may determine to discontinue providing its services with respect to the Series 2024-B Bonds at any time by giving notice to the Authority and the Trustee and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (i) if there is no successor securities depository), the Authority and the Trustee shall be obligated to deliver bond certificates as described in this Forty-Second Supplemental Agreement. In the event Bond certificates are issued, the provisions of the Agreement and this Section 4.06 Forty-Second Supplemental Agreement shall be in full force and effect; (ii) the Bond Registrarapply to, among other things, the Paying Agent transfer and exchange of such certificates and the Indenture Trustee shall be entitled to deal with the Depository for all purposes method of this Indenture (including the payment of principal of and interest on such certificates. Whenever DTC requests the Bonds Authority and the giving Trustee to do so, the Trustee and the Authority will cooperate with DTC in taking appropriate action after reasonable notice (i) to make available one or more separate certificates evidencing the Series 2024-B Bonds to any Participant having Series 2024-B Bonds credited to its DTC account or (ii) to arrange for another securities depository to maintain custody of instructions or directions hereundercertificates evidencing the Series 2024-B Bonds. (d) as the sole holder Notwithstanding any other provision of the Bonds, Agreement and shall have no obligation this Forty- Second Supplemental Agreement to the Beneficial Owners contrary, so long as any Series 2024-B Bond is registered in the name of the Bonds; (iii) Cede & Co., as nominee of DTC, all payments with respect to the extent that the provisions of this Section 4.06 conflict with any other provisions of this Indenture, the provisions of this Section 4.06 shall control; (iv) the rights of Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Owners of Bonds and the Depository and/or the Depository Participants. Unless and until Definitive Bonds are issued pursuant to Section 4.08, the initial Depository will make book- entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Bonds such Series 2024-B Bond and all notices with respect to such Depository Participants; andSeries 2024-B Bond shall be made and given, respectively, to DTC as provided in the Representation Letter. (ve) whenever In connection with any notice or other communication to be provided to Bondholders pursuant to the Agreement and this Indenture requires Forty-Second Supplemental Agreement by the Authority or permits actions the Trustee with respect to any consent or other action to be taken based upon instructions or directions of Holders of Bonds evidencing a specified percentage of the Bond Principal Balances of the Bondsby Bondholders, the Depository Authority or the Trustee, as the case may be, shall be deemed to represent establish a record date for such percentage with respect to the Bonds only consent or other action and give DTC notice of such record date not less than 15 calendar days in advance of such record date to the extent that it has received instructions possible. Notice to such effect from Beneficial Owners and/or Depository Participants owning DTC shall be given only when DTC is the sole Bondholder. NEITHER THE AUTHORITY NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO PARTICIPANTS, INDIRECT PARTICIPANTS OR BENEFICIAL OWNERS WITH RESPECT TO: THE PAYMENT BY DTC, ANY PARTICIPANT OR ANY INDIRECT PARTICIPANT OF THE PRINCIPAL OF OR INTEREST ON THE SERIES 2024-B BONDS; THE PROVIDING OF NOTICE TO PARTICIPANTS, INDIRECT PARTICIPANTS OR BENEFICIAL OWNERS; THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC, ANY PARTICIPANT OR ANY INDIRECT PARTICIPANT; OR ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS OWNER OF THE SERIES 2024-B BONDS. In connection with any proposed transfer outside the book-entry system, the Authority or representingDTC shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, respectively, such required percentage including without limitation any cost basis reporting obligations under Section 6045 of the beneficial interest in Code. The Trustee may rely on the Bonds information provided to it and has delivered shall have no responsibility to verify or ensure the accuracy of such instructions to the Indenture Trusteeinformation.

Book-Entry Bonds. The Bonds (other than the Class B-3 Bonds, upon original issuance, will ) shall be Book-Entry Bonds and shall be issued initially as one or more certificates in the form name of typewritten the Clearing Agency or its nominee. Initially the Class B-3 Bonds representing shall be Certificated Bonds but may be converted to Book-Entry Bonds. For all purposes, the Trustee shall deal with the Clearing Agency as the owner of such Book-Entry Bonds in accordance with Section 3.08 of the Original Indenture. The rights of Beneficial Owners of the Book-Entry Bonds, to be delivered to The Depository Trust Company, the initial Depository, by, or on behalf of, the Issuer. The Bonds shall initially be registered on the Bond Register in the name of Cede & Co., the nominee of the initial Depository, and no Beneficial Owner will receive a Definitive Bond representing such Beneficial Owner's interest in such Bond, except as provided in Section 4.08. With respect to such Bonds, unless and until definitive, fully registered Bonds (the "Definitive Bonds") have been issued to Beneficial Owners pursuant to Section 4.08: (i) the provisions of this Section 4.06 shall be in full force and effect; (ii) the Bond Registrar, the Paying Agent and the Indenture Trustee shall be entitled to deal with the Depository for all purposes of this Indenture (including the payment of principal of and interest on the Bonds and the giving of instructions or directions hereunder) as the sole holder of the Bonds, and shall have no obligation to the Beneficial Owners of the Bonds; (iii) to the extent that the provisions of this Section 4.06 conflict with any other provisions of this Indenture, the provisions of this Section 4.06 shall control; (iv) the rights of Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Owners and the Clearing Agency and Clearing Agency Participants. The Beneficial Owners of the Book- Entry Bonds shall not be entitled to certificated securities for the Book-Entry Bonds as to which they are the Beneficial Owners, except as provided below. Requests and the Depository and/or the Depository Participants. Unless directions from, and until Definitive Bonds are issued pursuant to Section 4.08votes of, the initial Depository will make book- entry transfers among the Depository Participants and receive and transmit payments of principal of and interest on the Bonds to such Depository Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Bonds evidencing a specified percentage of the Bond Principal Balances of the BondsClearing Agency, the Depository as Holder, shall not be deemed to represent be inconsistent if they are made with respect to different Beneficial Owners. Without the consent of the Issuer and the Trustee, a Book-Entry Bond may not be transferred by the Clearing Agency except to another Clearing Agency that agrees to hold the Book-Entry Bond for the account of the respective Clearing Agency Participants and Beneficial Owners. None of the Issuer, the Bond Administrator, any Master Servicer or the Trustee will have any liability for any aspect of the records relating to or payment made on account of Beneficial Owners of the Book-Entry Bonds held by the Clearing Agency, or for maintaining, supervising or reviewing any records relating to such percentage Beneficial Owners. The Book-Entry Bonds will be issued in fully registered, certificated form to Beneficial Owners of Book- Entry Bonds or their nominees, rather than to the Clearing Agency or its nominee, only if (a) the Issuer advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Bonds only and the Issuer is unable to locate a qualified successor within 30 days or (b) the Issuer, at its option, elects to terminate the book-entry system operating through the Clearing Agency. Upon the occurrence of either event described in the immediately preceding paragraph, the Trustee is required to notify the Clearing Agency, which in turn will notify all Beneficial Owners of Book-Entry Bonds through Clearing Agency Participants, of the availability of Certificated Bonds. Upon surrender by the Clearing Agency of the certificates representing the Book-Entry Bonds and receipt of instructions for re-registration, the Trustee will reissue the Book-Entry Bonds as Certificated Bonds to the extent that it has received instructions to such effect from Beneficial Owners and/or Depository Participants owning or representing, respectively, such required percentage of identified in writing by the beneficial interest in the Clearing Agency. Such Certificated Bonds and has delivered such instructions to the Indenture Trusteeshall not constitute Book-Entry Bonds.

Book-Entry Bonds. The Bonds, upon original issuance, will be issued in the form of a typewritten Bond or Bonds representing the Book-Entry Bonds, to be delivered to The Depository Trust Company, the initial DepositoryClearing Agency, by, or on behalf of, the IssuerIssuer pursuant to the DTC Agreement. The Bonds Such Bond shall initially be registered on the Bond Register in the name of Cede & Co., the nominee of the initial DepositoryClearing Agency, and no Beneficial Owner beneficial owner of a Bond will receive a Definitive definitive Bond representing such Beneficial Ownerbeneficial owner's interest in such Bond, except as provided in Section 4.082.13. With respect to such Bonds, unless Unless and until definitive, fully registered Bonds (the "Definitive Bonds") have been issued to Beneficial Owners Bondholders pursuant to Section 4.08: 2.13: (ia) the provisions of this Section 4.06 2.11 shall be in full force and effect; ; (iib) the Bond RegistrarIssuer, the Paying Agent Registrar and the Indenture Trustee shall be entitled to deal with the Depository Clearing Agency for all purposes of this Indenture (including the payment of principal Principal of and interest Interest on the Bonds and the giving of instructions or directions hereunder) as the sole holder Holder of the Bonds, and shall have no obligation to the Beneficial Owners beneficial owners of the Bonds; ; (iiic) to the extent that the provisions of this Section 4.06 conflict 2.11 conflicts with any other provisions provision of this Indenture, the provisions of this Section 4.06 shall control; ; (ivd) the rights of Beneficial Owners beneficial owners of Bonds shall be exercised only through the Depository Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Owners beneficial owners of Bonds and the Depository and/or Clearing Agency or the Depository Clearing Agency Participants. Unless ; pursuant to the DTC Agreement, unless and until Definitive Bonds are issued pursuant to Section 4.082.13, the initial Depository Clearing Agency will make book- book-entry transfers among the Depository Clearing Agency Participants and receive and transmit payments of principal Principal of and interest Interest on the Bonds to such Depository Clearing Agency Participants; and and 12 <PAGE> (ve) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Bonds evidencing a specified percentage portion of the Bond Principal Balances Outstanding Amount of the BondsBonds or a Tranche thereof, the Depository Clearing Agency shall be deemed to represent such percentage with respect to the Bonds portion only to the extent that it has received instructions to such effect from Beneficial Owners beneficial owners of Bonds and/or Depository Clearing Agency Participants owning or representing, respectively, such required percentage portion of the beneficial interest in the Bonds of such Tranche and has delivered such instructions to the Indenture Trustee.

Book-Entry Bonds. The BondsUnless otherwise provided in any related Supplemental Indenture, the Bonds of each Series, upon original issuance, will shall be issued in the form of typewritten Bonds representing the Book-Entry Bonds, to be delivered to the Clearing Agency specified in the Supplemental Indenture. The Depository Trust Company, Clearing Agency shall hold the initial Depository, by, or on behalf of, the Issuerdeposited Bonds against its delivery of Bonds in book-entry form. The Bonds shall of each Series shall, unless otherwise provided in the related Supplemental Indenture, initially be registered on in the Bond Register in the name of Cede & Co., the nominee of the initial DepositoryClearing Agency for the Bonds delivered in book-entry form. The Clearing Agency may direct that the Bonds be held by the Indenture Trustee (or the Indenture Trustee's agent) as custodian for the Clearing Agency. Unless otherwise provided in any related Supplemental Indenture or unless and until Definitive Bonds are issued under the limited circumstances described in SECTION 2.14, and no Beneficial Owner will holder of a book-entry Bond shall be entitled to receive a Definitive Bond representing such Beneficial Ownerthat holder's interest in such Bond, except as provided in Section 4.08interest. With respect to such Bonds, unless Unless and until definitive, fully registered Definitive Bonds (the "Definitive Bonds") have been issued to Beneficial Owners pursuant to Section 4.08SECTION 2.14: (i1) the provisions of this Section 4.06 shall be in full force and effecteffect with respect to each Series; (ii2) the Bond Registrar, the Paying Agent and the Indenture Trustee shall be entitled to deal with the Depository Clearing Agency for all purposes of this Indenture as the authorized representative of the holders of book-entry Bonds (including the payment of principal of and interest on the Bonds and the giving of instructions or directions hereunder) as the sole holder of the Bonds, and shall have no obligation to the Beneficial Owners of the Bondseach Series); (iii3) to the extent that the provisions of this Section 4.06 conflict with any other provisions of this Indenture, the provisions of this Section 4.06 shall control;; and (iv4) the rights of Beneficial Owners holders of book-entry Bonds shall be exercised only through the Depository and shall be limited Clearing Agency. Pursuant to those established by law and agreements between such Owners of Bonds and the Depository and/or the Depository Participants. Unless depository agreement applicable to a Series, unless and until Definitive Bonds of that Series are issued pursuant to Section 4.08SECTION 2.14, the initial Depository will Clearing Agency shall make book- book-entry transfers among the Depository Participants its participants and receive and transmit payments of principal of and interest on the Bonds to such Depository Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Bonds evidencing a specified percentage of the Bond Principal Balances of the Bonds, the Depository shall be deemed to represent such percentage with respect to the Bonds only to the extent that it has received instructions to such effect from Beneficial Owners and/or Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in the Bonds and has delivered such instructions to the Indenture Trusteeits participants.