Common use of Book-Entry System Clause in Contracts

Book-Entry System. The Company and the Depositary shall make application to DTC for acceptance of the Book-Entry GDSs in its book-entry settlement system. The Company hereby appoints the Depositary acting through any authorized officer thereof as its attorney-in-fact, with full power to delegate, for purposes of executing any agreements, certifications or other instruments or documents necessary or desirable in order to effect the acceptance of the GDSs for DTC eligibility, including but not limited to the Letter of Representations, in the form attached hereto as Exhibit A, with such modifications as are agreed by the Company and the other parties thereto. So long as the Book-Entry GDSs are eligible for book-entry settlement with DRC, unless otherwise required by law, Book-Entry GDSs shall be represented by the Master GDR registered in the name of a nominee of DTC. During any period in which Book-Entry GDSs are represented by the Master GDR, ownership of beneficial interests in the Master GDR shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) DTC or its nominee for such Master GDR and (ii) institutions that have accounts with DTC. All references in this Agreement to issuance or delivery of GDRs shall be deemed to include, where applicable, adjustments in the cords of the Depositary showing the number of Book-entry GDSs evidenced by the Master GDR. If, at any time when Book-Entry GDSs are evidenced by the Master GDR, DTC ceases to make its book-entry settlement system available for such GDSs, the Company shall consult with the Depositary regarding making other arrangements for book-entry settlement. In the event that it is impracticable without undue effort or expense to continue to have the Book-Entry GDSs available in book-entry form, subject to the provisions of Section 2.09, the Company shall instruct the Depositary to issue separate GDRs to the owners of beneficial interests in the Master GDR with such additions, deletions and modifications to this Agreement and to the form of GDR attached hereto as Exhibit B as the Company and the Depositary may, from time to time, agree (which may include requiring additional statements, documents and certifications as a condition of issuing such separate GDRs).

Book-Entry System. The Depositary shall make arrangements for the acceptance of the American Depositary Shares into DTC. All American Depositary Shares held through DTC will be registered in the name of the nominee for DTC (currently “Cede & Co.”). As such, the nominee for DTC will be the only “Owner” of all American Depositary Shares held through DTC. Unless issued by the Depositary as uncertificated American Depositary Shares, the American Depositary Shares registered in the name of Cede & Co. will be evidenced by one or more Receipt(s) in the form of a “Balance Certificate,” which will provide that it represents the aggregate number of American Depositary Shares from time to time indicated in the records of the Depositary as being issued hereunder and that the aggregate number of American Depositary Shares represented thereby may from time to time be increased or decreased by making adjustments on such records of the Depositary and of DTC or its nominee as hereinafter provided. Deutsche Bank Trust Company Americas or its servicing agent (or such other entity as is appointed by DTC or its nominee) may hold the “Balance Certificate” as custodian for DTC. Each Beneficial Owner of American Depositary Shares held through DTC must rely upon the procedures of DTC and the DTC Participants to exercise or be entitled to any rights attributable to such American Depositary Shares. The DTC Participants shall for all purposes be deemed to have all requisite power and authority to act on behalf of the Beneficial Owners of the American Depositary Shares held in the DTC Participants’ respective accounts in DTC and the Depositary shall make application for all purposes be authorized to rely upon any instructions and information given to it by DTC for acceptance of the Book-Entry GDSs in its book-entry settlement system. The Company hereby appoints the Depositary acting through any authorized officer thereof as its attorney-in-fact, with full power to delegate, for purposes of executing any agreements, certifications or other instruments or documents necessary or desirable in order to effect the acceptance of the GDSs for DTC eligibility, including but not limited to the Letter of Representations, in the form attached hereto as Exhibit A, with such modifications as are agreed by the Company and the other parties theretoParticipants. So long as the Book-Entry GDSs American Depositary Shares are eligible for book-entry settlement with DRC, held through DTC or unless otherwise required by law, Book-Entry GDSs shall be represented by the Master GDR registered in the name of a nominee of DTC. During any period in which Book-Entry GDSs are represented by the Master GDR, ownership of beneficial interests in the Master GDR shall American Depositary Shares registered in the name of the nominee for DTC will be shown on, and the transfer transfers of such ownership shall will be effected only through, records maintained by (i) DTC or its nominee for such Master GDR and (with respect to the interests of DTC Participants), or (ii) institutions that have accounts DTC Participants or their nominees (with DTC. All references in this Agreement to issuance or delivery of GDRs shall be deemed to include, where applicable, adjustments in the cords of the Depositary showing the number of Book-entry GDSs evidenced by the Master GDR. If, at any time when Book-Entry GDSs are evidenced by the Master GDR, DTC ceases to make its book-entry settlement system available for such GDSs, the Company shall consult with the Depositary regarding making other arrangements for book-entry settlement. In the event that it is impracticable without undue effort or expense to continue to have the Book-Entry GDSs available in book-entry form, subject respect to the provisions interests of Section 2.09, the Company shall instruct the Depositary to issue separate GDRs to the owners clients of beneficial interests in the Master GDR with such additions, deletions and modifications to this Agreement and to the form of GDR attached hereto as Exhibit B as the Company and the Depositary may, from time to time, agree (which may include requiring additional statements, documents and certifications as a condition of issuing such separate GDRsDTC Participants).

Book-Entry System. The Company Depositary has made arrangements for the acceptance of the ADSs into DTC. All ADSs held through DTC will be registered in the name of the nominee for DTC (currently "Cede & Co."). As such, the nominee for DTC will be the only "Holder" of all ADSs held through DTC. Unless issued by the Depositary as Uncertificated ADSs, the ADSs registered in the name of Cede & Co. will be evidenced by a single ADR in the form of a "Balance Certificate," which will provide that it represents the aggregate number of ADSs from time to time indicated in the records of the Depositary as being issued hereunder and that the aggregate number of ADSs represented thereby may from time to time be increased or decreased by making adjustments on such records of the Depositary and of DTC or its nominee as hereinafter provided. Citibank, N.A. (or such other entity as is appointed by DTC or its nominee) may hold the "Balance Certificate" as custodian for DTC. Each Beneficial Owner of ADSs held through DTC must rely upon the procedures of DTC and the DTC Participants to exercise or be entitled to any rights attributable to such ADSs. The DTC Participants shall for all purposes be deemed to have all requisite power and authority to act on behalf of the Beneficial Owners of the ADSs held in the DTC Participants' respective accounts in DTC and the Depositary shall make application for all purposes be authorized to rely upon any instructions and information given to it by DTC for acceptance Participants on behalf of the Book-Entry GDSs in its book-entry settlement system. The Company hereby appoints the Depositary acting through any authorized officer thereof as its attorney-in-fact, with full power to delegate, for purposes Beneficial Owners of executing any agreements, certifications or other instruments or documents necessary or desirable in order to effect the acceptance of the GDSs for DTC eligibility, including but not limited to the Letter of Representations, in the form attached hereto as Exhibit A, with such modifications as are agreed by the Company and the other parties theretoADSs. So long as the Book-Entry GDSs ADSs are eligible for book-entry settlement with DRC, held through DTC or unless otherwise required by law, Book-Entry GDSs shall be represented by the Master GDR registered in the name of a nominee of DTC. During any period in which Book-Entry GDSs are represented by the Master GDR, ownership of beneficial interests in the Master GDR shall ADSs registered in the name of the nominee for DTC will be shown on, and the transfer transfers of such ownership shall will be effected only through, records maintained by (i) DTC or its nominee for such Master GDR and (with respect to the interests of DTC Participants), or (ii) institutions that have accounts DTC Participants or their nominees (with DTC. All references in this Agreement to issuance or delivery of GDRs shall be deemed to include, where applicable, adjustments in the cords of the Depositary showing the number of Book-entry GDSs evidenced by the Master GDR. If, at any time when Book-Entry GDSs are evidenced by the Master GDR, DTC ceases to make its book-entry settlement system available for such GDSs, the Company shall consult with the Depositary regarding making other arrangements for book-entry settlement. In the event that it is impracticable without undue effort or expense to continue to have the Book-Entry GDSs available in book-entry form, subject respect to the provisions interests of Section 2.09, the Company shall instruct the Depositary to issue separate GDRs to the owners clients of beneficial interests in the Master GDR with such additions, deletions and modifications to this Agreement and to the form of GDR attached hereto as Exhibit B as the Company and the Depositary may, from time to time, agree (which may include requiring additional statements, documents and certifications as a condition of issuing such separate GDRsDTC Participants).

Book-Entry System. The Company and Lessee may make appropriate arrangements for the Depositary shall make application Bonds (or any portion thereof) to DTC for acceptance be issued or held by means of the Book-Entry GDSs in its a book-entry settlement system administered by DTC with no physical distribution of Bonds made to the public (other than those Bonds, if any, not held under such book-entry system). References in this Section 4.13 to a Bond or the Bonds shall be construed to mean the Bond or the Bonds that are held under the book-entry system. The Company hereby appoints In such event, one Bond of each maturity shall be issued to DTC and immobilized in its custody. A book-entry system shall be employed, evidencing ownership of the Depositary acting through any authorized officer thereof as its attorney-in-factBonds in Authorized Denominations, with full power transfers of beneficial ownership effected on the records of DTC and the DTC Participants pursuant to delegate, for purposes rules and procedures established by DTC. Each DTC Participant shall be credited in the records of executing any agreements, certifications DTC with the amount of such DTC Participant’s interest in the Bonds. Beneficial ownership interests in the bonds may be purchased by or other instruments or documents necessary or desirable in order through DTC Participants. The holders of these beneficial ownership interests are hereinafter referred to effect as the acceptance “Beneficial Owners.” The Beneficial Owners shall not receive Bonds representing their beneficial ownership interests. The ownership interests of each Beneficial Owner shall be recorded through the records of the GDSs for DTC eligibilityParticipant from which such Beneficial Owner purchased its Bonds. Transfers of ownership interests in the Bonds shall be accomplished by book entries made by DTC and, including but not limited in turn, by DTC Participants acting on behalf of Beneficial Owners. SO LONG AS CEDE & CO., AS NOMINEE FOR DTC, IS THE REGISTERED OWNER OF THE BONDS, THE TRUSTEE SHALL TREAT CEDE & CO. AS THE ONLY HOLDER OF THE BONDS FOR ALL PURPOSES UNDER THIS INDENTURE, INCLUDING RECEIPT OF ALL PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE BONDS, RECEIPT OF NOTICES, VOTING AND REQUESTING OR DIRECTING THE TRUSTEE TO TAKE OR NOT TO TAKE, OR CONSENTING TO, CERTAIN ACTIONS UNDER THIS INDENTURE. Payments of principal, interest, premium, if any, and purchase price with respect to the Bonds, so long as DTC is the only owner of the Bonds, shall be paid by the Trustee directly to DTC or its nominee, Cede & Co. as provided in the Letter of RepresentationsRepresentation relating to the Bonds to DTC (the “Letter of Representation”) with respect to the Bonds. DTC shall remit such payments to DTC Participants, in and such payments thereafter shall be paid by DTC Participants to the form attached hereto as Exhibit ABeneficial Owners. The Issuer, with such modifications as are agreed by the Company Lessee, the Tender Agent and the other parties thereto. So long as the Book-Entry GDSs are eligible Trustee shall not be responsible or liable for book-entry settlement with DRCpayment by DTC or DTC Participants, unless otherwise required by lawfor sending transaction statements or for maintaining, Book-Entry GDSs shall be represented by the Master GDR registered in the name of a nominee of DTC. During any period in which Book-Entry GDSs are represented by the Master GDR, ownership of beneficial interests in the Master GDR shall be shown on, and the transfer of such ownership shall be effected through, supervising or reviewing records maintained by (i) DTC or its nominee for such Master GDR and (ii) institutions that have accounts with DTC. All references in this Agreement to issuance or delivery of GDRs shall be deemed to include, where applicable, adjustments in the cords of the Depositary showing the number of Book-entry GDSs evidenced by the Master GDR. If, at any time when Book-Entry GDSs are evidenced by the Master GDR, DTC ceases to make its book-entry settlement system available for such GDSs, the Company shall consult with the Depositary regarding making other arrangements for book-entry settlementParticipants. In the event that it is impracticable without undue effort or expense (1) DTC determines not to continue to have act as securities depository for the Book-Entry GDSs available in Bonds of any series or (2) the Lessee or the Trustee determines that the continuation of the book-entry formsystem of evidence and transfer of ownership of the Bonds would adversely affect its interests or the interests of the Beneficial Owners of the Bonds, subject the Issuer shall, at the request of the Lessee or the Trustee, discontinue the book-entry system with DTC with respect to the Bonds. If the Lessee fails to identify another qualified securities depository to replace DTC, the Bond Registrar shall authenticate and deliver replacement Bonds in the form of fully registered Bonds pursuant to the written instructions of DTC. THE ISSUER, THE LESSEE, THE REMARKETING AGENT, THE TENDER AGENT AND THE TRUSTEE SHALL NOT HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO ANY DTC PARTICIPANT OR ANY BENEFICIAL OWNER WITH RESPECT TO (i) THE BONDS; (ii) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DTC PARTICIPANT; (iii) THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE BONDS; (iv) THE DELIVERY OR TIMELINESS OF DELIVERY BY DTC OR ANY DTC PARTICIPANT OF ANY NOTICE DUE TO ANY BENEFICIAL OWNER THAT IS REQUIRED OR PERMITTED UNDER THE TERMS OF THIS INDENTURE TO BE GIVEN TO BENEFICIAL OWNERS; (v) THE SELECTION OF BENEFICIAL OWNERS TO RECEIVE PAYMENTS IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BONDS; OR (vi) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC, OR ITS NOMINEE, CEDE & CO., AS OWNER. In the event that a book-entry system of evidence and transfer of ownership of the Bonds is discontinued pursuant to the provisions of Section 2.09this Section, the Company Bonds shall instruct be delivered solely as fully registered Bonds without coupons in the Depositary to issue separate GDRs Authorized Denominations, shall be lettered “R” and numbered separately from 1 upward, and shall be payable, executed, authenticated, registered, exchanged and canceled pursuant to the owners of beneficial interests in the Master GDR provisions hereof. The Lessee shall not be limited to utilizing a book-entry system maintained by DTC but may enter into a custody agreement with such additions, deletions and modifications to this Agreement and to the form of GDR attached hereto any bank or trust company serving as Exhibit B as the Company and the Depositary may, from time to time, agree custodian (which may include requiring additional statementsbe the Trustee serving in the capacity of custodian) to provide for a book-entry or similar method for the registration and registration of transfer of all or a portion of the Bonds. SO LONG AS A BOOK-ENTRY SYSTEM OF EVIDENCE OF TRANSFER OF OWNERSHIP OF ALL THE BONDS IS MAINTAINED IN ACCORDANCE HEREWITH, documents and certifications as a condition of issuing such separate GDRs)THE PROVISIONS OF THIS INDENTURE RELATING TO THE DELIVERY OF PHYSICAL BOND CERTIFICATES WITH RESPECT TO THE BONDS SHALL BE DEEMED INAPPLICABLE OR BE OTHERWISE SO CONSTRUED AS TO GIVE FULL EFFECT TO SUCH BOOK-ENTRY SYSTEM.

Book-Entry System. The Company Notwithstanding anything to the contrary herein, so long as a series of Bonds is being held under a book entry system, transfers of beneficial ownership of the Bonds of such series will be effected pursuant to rules and procedures established by the Securities Depository. As long as a book entry system is in effect for a series of Bonds, the Securities Depository Nominee will be recognized as the holder of the Bonds of such series for the purposes of (1) paying the principal of, redemption premium, if any, or interest on such Bonds, (2) if Bonds of such series are to be redeemed in part, selecting the portions of such Bonds to be redeemed, (3) giving any notice permitted or required to be given to holders under this Indenture, (4) registering the transfer of such Bonds, and (5) requesting any consent or other action to be taken by the holders of such Bonds, and for all other purposes whatsoever, and neither the Trustee nor the Issuer shall be affected by any notice to the contrary. Neither the Trustee nor the Issuer shall have any responsibility or obligation to any participant, any beneficial owner or any other person claiming a beneficial ownership in any Bonds which are registered to a Securities Depository Nominee under or through the Securities Depository with respect to any action taken by the Securities Depository and the Depositary Securities Depository Nominee, as holder of such Bonds. The Trustee shall make application pay all principal of, redemption premium, if any, and interest on Bonds issued under a book entry system, only to DTC the Securities Depository, or the Securities Depository Nominee, as the case may be, for acceptance such Bonds, pursuant to a letter of representations or similar agreement with the Securities Depository and all such payments shall be valid and effectual to fully satisfy and discharge the obligations with respect to the principal of, redemption premium, if any, and interest on such Bonds. The Issuer and the Trustee acknowledge that the terms and provisions of such letter of representations or similar agreement shall govern in the event of any inconsistency between the provisions of this Indenture and such letter of representations or similar agreement. In the event that the Issuer determines, at the direction of the Book-Entry GDSs in its book-Company, to discontinue the book entry settlement system. The Company hereby appoints system of transfer for a series of Bonds, or that the Depositary acting through any authorized officer thereof as its attorney-in-fact, with full power to delegate, for purposes of executing any agreements, certifications or other instruments or documents necessary or desirable in order to effect the acceptance interests of the GDSs for DTC eligibilitybeneficial owners of the Bonds of such series may be adversely affected if the book entry system is continued, including but not limited to then the Letter of Representations, in Issuer shall notify the form attached hereto as Exhibit A, with such modifications as are agreed by the Company Securities Depository and the other parties theretoTrustee of such determination. So long as In such event, the Book-Entry GDSs are eligible Issuer shall execute and the Trustee shall authenticate, register and deliver physical certificates in authorized denominations for book-entry settlement with DRC, unless otherwise required by law, Book-Entry GDSs shall be represented by Bonds of such series in exchange for the Master GDR Bonds registered in the name of a nominee the Securities Depository Nominee, at the expense of DTC. During any period the Company, to such Persons, and in which Book-Entry GDSs are represented such maturities and principal amounts, as may be designated by the Master GDRSecurities Depository, ownership of beneficial interests in but without any liability on the Master GDR shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) DTC or its nominee for such Master GDR and (ii) institutions that have accounts with DTC. All references in this Agreement to issuance or delivery of GDRs shall be deemed to include, where applicable, adjustments in the cords part of the Depositary showing the number of Book-entry GDSs evidenced by the Master GDR. If, at any time when Book-Entry GDSs are evidenced by the Master GDR, DTC ceases to make its book-entry settlement system available for such GDSsIssuer, the Company or the Trustee for the accuracy of such designation; provided, in addition, that any Bonds of such series shall consult with be in registered form within the Depositary regarding making other arrangements for book-entry settlementmeaning of Section 149(a) of the Code. In the event that it is impracticable without undue effort the Securities Depository for a series of Bonds discontinues providing its services, the Issuer, at the direction of the Company, shall either engage the services of another Securities Depository or expense deliver physical certificates in the manner described in clause (e) above; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code. In connection with any notice or other communication to continue to have the Book-Entry GDSs available in book-entry form, subject be provided to the provisions holders of Section 2.09a series of Bonds by the Issuer or by the Trustee with respect to any consent or other action to be taken by the holders, the Company Issuer or the Trustee, as the case may be, shall instruct establish a record date for such consent or other action and give the Depositary to issue separate GDRs Securities Depository Nominee notice of such record date not less than fifteen (15) days in advance of such record date to the owners of beneficial interests in the Master GDR with such additions, deletions and modifications to this Agreement and to the form of GDR attached hereto as Exhibit B as the Company and the Depositary may, from time to time, agree (which may include requiring additional statements, documents and certifications as a condition of issuing such separate GDRs)extent possible.

Book-Entry System. The Company and the Depositary shall make application to DTC for acceptance of the Book-Entry GDSs in its book-entry settlement system. The Company hereby appoints the Depositary acting through any authorized officer thereof as its attorney-in-fact, with full power to delegate, for purposes of executing any agreements, certifications or other instruments or documents necessary or desirable in order to effect the acceptance of the GDSs for DTC eligibility, including but not limited to the Letter of Representations, in the form attached hereto as Exhibit A, with such modifications as are agreed by the Company and the other parties thereto. So long as the Book-Entry GDSs are eligible for book-entry settlement with DRCDTC, unless otherwise required by law, each class of Book-Entry GDSs representing Shares deposited with the Custodian shall be represented by the a single master GDR (a "Master GDR GDR") registered in the name of a nominee of DTC. Each Master GDR shall be held by Citibank, N.A. or such other entity as is agreed with DTC may hold a Master GDR as custodian for DTC. During any period in which Book-Entry GDSs are represented by the a Master GDR, ownership of beneficial interests in the a Master GDR shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) DTC or its nominee for such Master GDR and GDR, or (ii) institutions that have accounts with DTC. All references in this Agreement to issuance or delivery of GDRs shall be deemed to include, where applicable, adjustments in the cords records of the Depositary showing the number of Book-entry Entry GDSs evidenced represented by the a Master GDR. If, at any time when Book-Entry GDSs are evidenced by the a Master GDR, DTC ceases to make its book-entry settlement system available for such GDSs, the Company shall consult with the Depositary regarding making other arrangements for book-entry settlement. In the event that it is impracticable without undue effort or expense to continue to have the Book-Entry GDSs available in book-entry form, subject to the provisions of Section 2.09, the Company shall instruct the Depositary to issue separate GDRs to the owners of beneficial interests in the a Master GDR with such additions, deletions and modifications to this Agreement and to the form of GDR attached hereto as Exhibit B as the Company and the Depositary may, from time to time, agree (which may include requiring additional statements, documents and certifications as a condition of issuing such separate GDRs).

Book-Entry System. The Issuer has entered into an agreement with The Depository Trust Company ("DTC") for the purpose of establishing a "Book--Entry System" for the Bonds. Pursuant to such agreement, Bonds will be registered in the name of DTC, or its nominee, for the benefit of other parties ("DTC Participants"), and DTC shall agree to keep accurate records of the DTC Participants, and promptly to transfer funds received by it in payment for the Bonds to appropriate beneficiaries. The ownership interest of each actual purchaser of a Bond will be recorded in the records of the DTC Participant and each such purchaser will receive a written confirmation of the purchase providing details of the Bond acquired. Transfers of ownership will be accomplished by book entries made by DTC and, in turn, by the DTC Participant who will act on behalf of each such purchaser. Under such circumstances, purchasers will not receive certificates representing their ownership interest in the Bonds, except as otherwise specifically provided in the Indenture. The Issuer and the Depositary Trustee may treat the registered owner of each Bond as the owner thereof for all purposes, including payment of principal, interest, and redemption premium thereof, the giving of notices, and receipt of consents and direction as specified herein. DTC shall make application be entitled to take all action with respect to such notices and consents regarding Bonds registered in its or its nominee's name, and may take actions with respect to a portion of such Bonds so registered which are inconsistent with the actions taken with respect to other portions of the Bonds so registered. Neither the Issuer, the Trustee, the Bank, the Obligor nor the placement agent of the Bonds is or will be responsible for the actions of DTC for acceptance or anyone else in connection with the operation of the Book-Entry GDSs in its book-entry settlement systemSystem. The Company hereby appoints the Depositary acting through In any authorized officer thereof as its attorney-in-fact, with full power to delegate, for purposes case where delivery of executing any agreements, certifications or other instruments or documents necessary or desirable in order to effect the acceptance of the GDSs for DTC eligibility, including but not limited a Bond to the Letter Trustee is required under the Indenture, such delivery shall be deemed to have been made by appropriate notation of Representations, in transfer or registration on the form attached hereto as Exhibit A, with such modifications as are agreed by the Company and the other parties thereto. So records of DTC so long as the Book-Entry GDSs are eligible for book-entry settlement System is in effect. DTC may determine to discontinue providing its service with DRC, unless otherwise required by law, Book-Entry GDSs shall be represented by respect to the Master GDR registered in the name of a nominee of DTC. During any period in which Book-Entry GDSs are represented by the Master GDR, ownership of beneficial interests in the Master GDR shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) DTC or its nominee for such Master GDR and (ii) institutions that have accounts with DTC. All references in this Agreement to issuance or delivery of GDRs shall be deemed to include, where applicable, adjustments in the cords of the Depositary showing the number of Book-entry GDSs evidenced by the Master GDR. If, Bonds at any time when Book-Entry GDSs are evidenced by giving notice to the Issuer, the Obligor and the Trustee and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, the Trustee shall transfer and exchange Bond certificates to the actual purchaser of each Bond (the "Beneficial Owner"). The Beneficial Owner, upon registration of certificates held in the Beneficial Owner's name, will become the registered owner of the Bonds. The Issuer may determine that continuation of the system of the book entry transfers through DTC is not in the best interests of the respective Beneficial Owners and that the Beneficial Owners shall be able to obtain Bond certificates. In such event, the Issuer or DTC Participants, upon the direction of the Issuer, shall notify the Beneficial Owners of the availability of Bond Certificates and the Trustee shall transfer and exchange bond certificates to such Beneficial Owners. Thereafter, upon presentation of the Bonds for transfer, the Trustee shall transfer the Bonds or portions thereof in accordance with the Indenture. The cost and expense of printing, preparing and delivering Bond certificates upon the termination of the services of DTC shall be borne by the Master GDR, DTC ceases to make its book-entry settlement system available for such GDSs, the Company shall consult with the Depositary regarding making other arrangements for book-entry settlementObligor. In the event that it is impracticable without undue effort or expense to continue to have the Book-Entry GDSs available in book-entry form, subject to the provisions of Section 2.09, the Company shall instruct the Depositary to issue separate GDRs to the owners of beneficial interests in the Master GDR with such additions, deletions and modifications to this Agreement and to the form of GDR attached hereto as Exhibit B as the Company and the Depositary may, from time to time, agree (which may include requiring additional statements, documents and certifications as a condition of issuing such separate GDRs).REDEMPTION

Book-Entry System. The Company and Issuer may make appropriate arrangements for the Depositary shall make application Bonds (or any portion thereof) to DTC for acceptance be issued or held by means of the Book-Entry GDSs in its a book-entry settlement system administered by DTC with no physical distribution of Bonds made to the public (other than those Bonds, if any, not held under such book-entry system). References in this Section 206 to a Bond or the Bonds shall be construed to mean the Bond or the Bonds that are held under the book-entry system. The Company hereby appoints In such event, one Bond of each maturity shall be issued to DTC and immobilized in its custody. A book-entry system shall be employed, evidencing ownership of the Depositary acting through any authorized officer thereof as its attorney-in-factBonds in Authorized Denominations, with full power transfers of beneficial ownership effected on the records of DTC and the DTC Participants pursuant to delegate, for purposes rules and procedures established by DTC. Each DTC Participant shall be credited in the records of executing any agreements, certifications DTC with the amount of such DTC Participant's interest in the Bonds. Beneficial ownership interests in the Bonds may be purchased by or other instruments or documents necessary or desirable in order through DTC Participants. The holders of these beneficial ownership interests are hereinafter referred to effect as the acceptance "Beneficial Owners." The Beneficial Owners shall not receive Bonds representing their beneficial ownership interests. The ownership interests of each Beneficial Owner shall be recorded through the records of the GDSs for DTC eligibilityParticipant from which such Beneficial Owner purchased its Bonds. Transfers of ownership interests in the Bonds shall be accomplished by book entries made by DTC and, including but not limited in turn, by DTC Participants acting on behalf of Beneficial Owners. SO LONG AS CEDE & CO., AS NOMINEE FOR DTC, IS THE REGISTERED OWNER OF THE BONDS, THE TRUSTEE SHALL TREAT CEDE & CO. AS THE ONLY HOLDER OF THE BONDS FOR ALL PURPOSES UNDER THIS INDENTURE, INCLUDING RECEIPT OF ALL PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE BONDS, RECEIPT OF NOTICES, VOTING AND REQUESTING OR DIRECTING THE TRUSTEE TO TAKE OR NOT TO TAKE, OR CONSENTING TO, CERTAIN ACTIONS UNDER THIS INDENTURE. Payments of principal, interest, premium, if any, and purchase price with respect to the Bonds, so long as DTC is the only owner of the Bonds, shall be paid by the Trustee directly to DTC or its nominee, Cede & Co. as provided in the Letter of RepresentationsRepresentation from the Issuer, in the form attached hereto as Exhibit A, with such modifications as are agreed by the Company Remarketing Agents and the other parties theretoTrustee and as Tender Agent and Paying Agent to DTC (the "Letter of Representation") with respect to the Bonds. So long as the Book-Entry GDSs are eligible for book-entry settlement with DRCDTC shall remit such payments to DTC Participants, unless otherwise required by law, Book-Entry GDSs and such payments thereafter shall be represented paid by DTC Participants to the Master GDR registered in Beneficial Owners. The Issuer, the name of a nominee of DTC. During any period in which Book-Entry GDSs are represented by the Master GDR, ownership of beneficial interests in the Master GDR shall be shown on, Tender Agent and the transfer of such ownership Trustee shall not be effected through, records maintained responsible or liable for payment by (i) DTC or its nominee DTC Participants, for such Master GDR and (ii) institutions that have accounts with DTC. All references in this Agreement to issuance or delivery of GDRs shall be deemed to include, where applicable, adjustments in the cords of the Depositary showing the number of Book-entry GDSs evidenced by the Master GDR. If, at any time when Book-Entry GDSs are evidenced by the Master GDR, DTC ceases to make its book-entry settlement system available for such GDSs, the Company shall consult with the Depositary regarding making other arrangements for book-entry settlement. In the event that it is impracticable without undue effort or expense to continue to have the Book-Entry GDSs available in book-entry form, subject to the provisions of Section 2.09, the Company shall instruct the Depositary to issue separate GDRs to the owners of beneficial interests in the Master GDR with such additions, deletions and modifications to this Agreement and to the form of GDR attached hereto as Exhibit B as the Company and the Depositary may, from time to time, agree (which may include requiring additional statements, documents and certifications as a condition of issuing such separate GDRs).sending transaction

Book-Entry System. The Company Notwithstanding any other provisions of this Ordinance, if the Fiscal Officer determines in the Certificate of Award that it is in the best interest of and financially advantageous to the Depositary shall make application to DTC for acceptance City, the Bonds may be issued in book entry form in accordance with the following provisions of the Book-Entry GDSs in its book-entry settlement systemthis Section. The Company hereby appoints Bonds may be issued to a Depository for use in a book entry system and, if and so long as a book entry system is utilized, (i) the Depositary acting through any authorized officer thereof as its attorney-in-fact, with full power to delegate, for purposes of executing any agreements, certifications or other instruments or documents necessary or desirable in order to effect the acceptance of the GDSs for DTC eligibility, including but not limited to the Letter of Representations, Bonds may be issued in the form attached hereto as Exhibit Aof a single, with such modifications as are agreed by the Company fully registered Bond representing each maturity and the other parties thereto. So long as the Book-Entry GDSs are eligible for book-entry settlement with DRC, unless otherwise required by law, Book-Entry GDSs shall be represented by the Master GDR interest rate within a maturity and registered in the name of a nominee the Depository or its nominee, as registered owner, and deposited and maintained in the custody of DTC. During the Depository or its designated agent which may be the Bond Registrar; (ii) the book entry interest owners of Bonds in book entry form shall not have any period right to receive Bonds in which Book-Entry GDSs are represented by the Master GDR, form of physical securities or certificates; (iii) ownership of beneficial book entry interests in the Master GDR Bonds in book entry form shall be shown onby book entry on the system maintained and operated by the Depository and its Participants, and transfers of the transfer ownership of such ownership book entry interests shall be effected through, records maintained made only by (i) DTC or book entry by the Depository and its nominee for such Master GDR Participants; and (iiiv) institutions that have accounts with DTC. All references in this Agreement the Bonds as such shall not be transferable or exchangeable, except for transfer to issuance another Depository or delivery to another nominee of GDRs shall be deemed to includea Depository, where applicable, adjustments in the cords of the Depositary showing the number of Book-entry GDSs evidenced without further action by the Master GDRCity. If, at If any time when Book-Entry GDSs are evidenced by the Master GDR, DTC ceases to make its book-entry settlement system available for such GDSs, the Company shall consult with the Depositary regarding making other arrangements for book-entry settlement. In the event that it is impracticable without undue effort or expense Depository determines not to continue to have act as a Depository for the Book-Entry GDSs available Bonds for use in book-a book entry formsystem, subject the Fiscal Officer may attempt to establish a securities depository/book entry relationship with another qualified Depository. If the Fiscal Officer does not or is unable to do so, the Fiscal Officer, after making provision for notification of the book entry interest owners by the then Depository and any other arrangements deemed necessary, shall permit withdrawal of the Bonds from the Depository, and shall cause Bond certificates in registered form to be authenticated by the Bond Registrar and delivered to the provisions assigns of Section 2.09the Depository or its nominee, all at the Company shall instruct cost and expense (including any costs of printing), if the Depositary to issue separate GDRs event is not the result of City action or inaction, of those persons requesting such issuance. The Fiscal Officer is hereby authorized and directed, to the owners of beneficial interests extent necessary or required, to enter into any agreements, in the Master GDR name and on behalf of the City, that the Fiscal Officer determines to be necessary in connection with such additions, deletions and modifications to this Agreement and to a book entry system for the form of GDR attached hereto as Exhibit B as the Company and the Depositary may, from time to time, agree (which may include requiring additional statements, documents and certifications as a condition of issuing such separate GDRs)Bonds.

Book-Entry System. The Company and the Depositary Bonds shall make application to DTC for acceptance of the Book-Entry GDSs in its initially be held under a book-entry settlement systemsystem with DTC. The Company hereby appoints References in this Section 206 to a Bond or the Depositary acting through any authorized officer thereof as its attorney-in-fact, with full power Bonds shall be construed to delegate, for purposes of executing any agreements, certifications mean the Bond or other instruments or documents necessary or desirable in order to effect the acceptance of Bonds that are held under the GDSs for DTC eligibility, including but not limited to the Letter of Representations, in the form attached hereto as Exhibit A, with such modifications as are agreed by the Company and the other parties thereto. So long as the Book-Entry GDSs are eligible for book-entry settlement with DRC, unless otherwise required by law, Book-Entry GDSs system. One Bond of each maturity shall be represented issued to DTC and immobilized in its custody. A book-entry system shall be employed, evidencing ownership of the Bonds in Authorized Denominations, with transfers of beneficial ownership effected on the records of DTC and the DTC Participants pursuant to rules and procedures established by the Master GDR registered DTC. Each DTC Participant shall be credited in the name records of a nominee DTC with the amount of DTCsuch DTC Participant's interest in the Bonds. During any period in which Book-Entry GDSs are represented by the Master GDR, Beneficial ownership of beneficial interests in the Master GDR Bonds may be purchased by or through DTC Participants. The holders of these beneficial ownership interests are hereinafter referred to as the "Beneficial Owners." The Beneficial Owners shall not receive Bonds representing their beneficial ownership interests. The ownership interests of each Beneficial Owner shall be shown onrecorded through the records of the DTC Participant from which such Beneficial Owner purchased its Bonds. Transfers of Ownership interests in the Bonds shall be accomplished by book entries made by DTC and, in turn, by DTC Participants acting on behalf of Beneficial Owners. SO LONG AS CEDE & CO., AS NOMINEE FOR DTC, IS THE REGISTERED OWNER OF THE BONDS, THE TRUSTEE SHALL TREAT CEDE & CO. AS THE ONLY HOLDER OF THE BONDS FOR ALL PURPOSES UNDER THIS INDENTURE, INCLUDING RECEIPT OF ALL PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE BONDS, RECEIPT OF NOTICES, VOTING AND REQUESTING OR DIRECTING THE TRUSTEE TO TAKE OR NOT TO TAKE, OR CONSENTING TO, CERTAIN ACTIONS UNDER THIS INDENTURE. Payments of principal, interest, premium, if any, and purchase price with respect to the transfer Bonds, so long as DTC is the only owner of such ownership the Bonds, shall be effected throughpaid by the Trustee directly to DTC or its nominee. DTC shall remit such payments to DTC Participants, and such payments thereafter shall be paid by DTC Participants to the Beneficial Owners. The Issuer, the Borrower, the Credit Facility Trustee, the Tender Agent and the Trustee shall not be responsible or liable for payment by DTC or DTC Participants, for sending transaction statements or for maintaining, supervising or reviewing records maintained by (i) DTC or its nominee for such Master GDR and (ii) institutions that have accounts with DTCDTC Participants. All references Notwithstanding anything to the contrary contained in this Agreement to issuance or delivery Indenture, for so long as Cede & Co. is the sole Registered Owner of GDRs the Bonds, all tenders and deliveries of Bonds under the provisions of this Indenture shall be deemed made pursuant to include, where applicable, adjustments DTC's procedures in the cords effect from time to time and none of the Depositary showing the number of Book-entry GDSs evidenced by the Master GDR. If, at any time when Book-Entry GDSs are evidenced by the Master GDR, DTC ceases to make its book-entry settlement system available for such GDSsIssuer, the Company Trustee, the Tender Agent or the Remarketing Agent shall consult have any responsibility for or liability with respect to the Depositary regarding making other arrangements for book-entry settlementimplementation of such procedures. In the event that it is impracticable without undue effort or expense (1) DTC determines not to continue to have act as securities depository for the Book-Entry GDSs available in Bonds or (2) the Remarketing Agent determines that the continuation of the book-entry formsystem of evidence and transfer of ownership of the Bonds would adversely affect the interests of the Beneficial Owners of the Bonds, subject the Issuer shall discontinue the book-entry system with DTC with respect to the Bonds. If the Remarketing Agent fails to identify another qualified securities depository to replace DTC, the Trustee shall authenticate and deliver replacement Bonds in the form of fully registered Bonds pursuant to the written instructions of DTC. THE ISSUER, THE BORROWER, THE REMARKETING AGENT, THE CREDIT FACILITY TRUSTEE, THE TENDER AGENT AND THE TRUSTEE SHALL NOT HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO ANY DTC PARTICIPANT OR ANY BENEFICIAL OWNER WITH RESPECT TO (i) THE BONDS; (ii) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DTC PARTICIPANT; (iii) THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE BONDS; (iv) THE DELIVERY OR TIMELINESS OF DELIVERY BY DTC OR ANY DTC PARTICIPANT OF ANY NOTICE DUE TO ANY BENEFICIAL OWNER THAT IS REQUIRED OR PERMITTED UNDER THE TERMS OF THIS INDENTURE TO BE GIVEN TO BENEFICIAL OWNERS; (v) THE SELECTION OF BENEFICIAL OWNERS TO RECEIVE PAYMENTS IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BONDS; OR (vi) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC OR ITS NOMINEE, AS OWNER. In the event that a book-entry system of evidence and transfer of ownership of the Bonds is discontinued pursuant to the provisions of Section 2.09this Section, the Company Bonds shall instruct be delivered solely as fully registered Bonds without coupons in the Depositary to issue separate GDRs Authorized Denominations, shall be lettered "R" and numbered separately from 1 upward, and shall be payable, executed, authenticated, registered, exchanged and canceled pursuant to the owners of beneficial interests in the Master GDR provisions hereof. The Borrower shall not be limited to utilizing a book-entry system maintained by DTC but may enter into a custody agreement with such additions, deletions and modifications to this Agreement and to the form of GDR attached hereto any bank or trust company serving as Exhibit B as the Company and the Depositary may, from time to time, agree custodian (which may include requiring additional statementsbe the Trustee serving in the capacity of custodian) to provide for a book-entry or similar method for the registration and registration of transfer of all or a portion of the Bonds. SO LONG AS A BOOK-ENTRY SYSTEM OF EVIDENCE OF TRANSFER OF OWNERSHIP OF ALL THE BONDS IS MAINTAINED IN ACCORDANCE HEREWITH, documents and certifications as a condition of issuing such separate GDRs)THE PROVISIONS OF THIS INDENTURE RELATING TO THE DELIVERY OF PHYSICAL BOND CERTIFICATES WITH RESPECT TO THE BONDS SHALL BE DEEMED INAPPLICABLE OR BE OTHERWISE SO CONSTRUED AS TO GIVE FULL EFFECT TO SUCH BOOK-ENTRY SYSTEM.

Book-Entry System. The Company and Borrower may make appropriate arrangements for the Depositary shall make application Bonds (or any portion thereof) to DTC for acceptance be issued or held by means of the Book-Entry GDSs in its a book-entry settlement system administered by DTC with no physical distribution of Bonds made to the public (other than those Bonds, if any, not held under such book-entry system). References in this SECTION 206 to a Bond or the Bonds shall be construed to mean the Bond or the Bonds that are held under the book-entry system. The Company hereby appoints In such event, one Bond of each maturity shall be issued to DTC and immobilized in its custody. A book-entry system shall be employed, evidencing ownership of the Depositary acting through any authorized officer thereof as its attorney-in-factBonds in Authorized Denominations, with full power transfers of beneficial ownership effected on the records of DTC and the DTC Participants pursuant to delegate, for purposes rules and procedures established by DTC. Each DTC Participant shall be credited in the records of executing any agreements, certifications DTC with the amount of such DTC Participant's interest in the Bonds. Beneficial ownership interests in the bonds may be purchased by or other instruments or documents necessary or desirable in order through DTC Participants. The holders of these beneficial ownership interests are hereinafter referred to effect as the acceptance "Beneficial Owners." The Beneficial Owners shall not receive Bonds representing their beneficial ownership interests. The ownership interests of each Beneficial Owner shall be recorded through the records of the GDSs for DTC eligibilityParticipant from which such Beneficial Owner purchased its Bonds. Transfers of Ownership interests in the Bonds shall be accomplished by book entries made by DTC and, including but not limited in turn, by DTC Participants acting on behalf of Beneficial Owners. SO LONG AS CEDE & CO., AS NOMINEE FOR DTC, IS THE REGISTERED OWNER OF THE BONDS, THE TRUSTEE SHALL TREAT CEDE & CO. AS THE ONLY HOLDER OF THE BONDS FOR ALL PURPOSES UNDER THIS INDENTURE, INCLUDING RECEIPT OF ALL PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE BONDS, RECEIPT OF NOTICES, VOTING AND REQUESTING OR DIRECTING THE TRUSTEE TO TAKE OR NOT TO TAKE, OR CONSENTING TO, CERTAIN ACTIONS UNDER THIS INDENTURE. Payments of principal, interest, premium, if any, and purchase price with respect to the Bonds, so long as DTC is the only owner of the Bonds, shall be paid by the Trustee directly to DTC or its nominee, Cede & Co. as provided in the Letter of RepresentationsRepresentations dated May 10, in 2000, from the form attached hereto as Exhibit AIssuer, with such modifications as are agreed by the Company Remarketing Agent and the other parties theretoTrustee in its capacities as such and as Tender Agent and Paying Agent to DTC with respect to the Bonds. So long as the Book-Entry GDSs are eligible for book-entry settlement with DRCDTC shall remit such payments to DTC Participants, unless otherwise required by law, Book-Entry GDSs and such payments thereafter shall be represented paid by DTC Participants to the Master GDR registered in Beneficial Owners. The Issuer, the name of a nominee of DTC. During any period in which Book-Entry GDSs are represented by Borrower, the Master GDR, ownership of beneficial interests in the Master GDR shall be shown on, Tender Agent and the transfer of such ownership Trustee shall not be effected throughresponsible or liable for payment by DTC or DTC Participants, for sending transaction statements or for maintaining, supervising or reviewing records maintained by (i) DTC or its nominee for such Master GDR and (ii) institutions that have accounts with DTCDTC Participants. All references Notwithstanding anything to the contrary contained in this Agreement to issuance or delivery Indenture, for so long as Cede & Co. is the sole registered owner of GDRs the Bonds, all tenders and deliveries of Bonds under the provisions of this Indenture shall be deemed made pursuant to include, where applicable, adjustments DTC's procedures in the cords effect from time to time and none of the Depositary showing the number of Book-entry GDSs evidenced by the Master GDR. If, at any time when Book-Entry GDSs are evidenced by the Master GDR, DTC ceases to make its book-entry settlement system available for such GDSsIssuer, the Company Trustee, the Tender Agent or the Remarketing Agent shall consult have any responsibility for or liability with respect to the Depositary regarding making other arrangements for book-entry settlementimplementation of such procedures. In the event that it is impracticable without undue effort or expense (1) DTC determines not to continue to have act as securities depository for the Book-Entry GDSs available in Bonds of any Series or (2) the Borrower, with the consent of the Trustee and the Remarketing Agent, determines that the continuation of the book-entry formsystem of evidence and transfer of ownership of the Bonds would adversely affect its interests or the interests of the Beneficial Owners of the Bonds, subject the Issuer shall, at the request of the Borrower or the Trustee, discontinue the book-entry system with DTC with respect to the provisions of Section 2.09Bonds. If the Borrower fails to identify another qualified securities depository to replace DTC, the Company Trustee shall instruct the Depositary to issue separate GDRs to the owners of beneficial interests authenticate and deliver replacement Bonds in the Master GDR with such additions, deletions and modifications to this Agreement and to the form of GDR attached hereto as Exhibit B as fully registered Bonds pursuant to the Company written instructions of DTC. The securities depository may be removed at any time at the election of the Remarketing Agent, with the consent of the Trustee, and a new securities depository may thereupon be appointed by the Depositary may, from time to time, agree (which may include requiring additional statements, documents and certifications as a condition Remarketing Agent with the consent of issuing such separate GDRs)the Trustee.

Book-Entry System. The Company and may make appropriate arrangements for the Depositary shall make application Bonds (or any portion thereof) to DTC for acceptance be issued or held by means of the Book-Entry GDSs in its a book-entry settlement system administered by DTC with no physical distribution of Bonds made to the public (other than those Bonds, if any, not held under such book-entry system). References in this Section 207 to a Bond or the Bonds shall be construed to mean the Bond or the Bonds that are held under the book-entry system. The Company hereby appoints In such event, one Bond of each maturity shall be issued to DTC and held under the Depositary acting through any authorized officer thereof FAST system or such other system as its attorneypermitted by DTC. A book-in-factentry system shall be employed, evidencing ownership of the Bonds in Authorized Denominations, with full power transfers of beneficial ownership effected on the records of DTC and the DTC Participants pursuant to delegate, for purposes rules and procedures established by DTC. Each DTC Participant shall be credited in the records of executing any agreements, certifications DTC with the amount of such DTC Participant's interest in the Bonds. Beneficial ownership interests in the Bonds may be purchased by or other instruments or documents necessary or desirable in order through DTC Participants. The holders of these beneficial ownership interests are hereinafter referred to effect as the acceptance "Beneficial Owners." The Beneficial Owners shall not receive Bonds representing their beneficial ownership interests. The ownership interests of each Beneficial Owner shall be recorded through the records of the GDSs for DTC eligibilityParticipant from which such Beneficial Owner purchased its Bonds. Transfers of Ownership interests in the Bonds shall be accomplished by book entries made by DTC and, including but not limited in turn, by DTC Participants acting on behalf of Beneficial Owners. SO LONG AS CEDE & CO., AS NOMINEE FOR DTC, IS THE REGISTERED OWNER OF THE BONDS, THE TRUSTEE SHALL TREAT CEDE & CO. AS THE ONLY HOLDER OF THE BONDS FOR ALL PURPOSES UNDER THIS INDENTURE, INCLUDING RECEIPT OF ALL PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE BONDS, RECEIPT OF NOTICES, VOTING AND REQUESTING OR DIRECTING THE TRUSTEE TO TAKE OR NOT TO TAKE, OR CONSENTING TO, CERTAIN ACTIONS UNDER THIS INDENTURE. Payments of principal, interest, premium, if any, and purchase price with respect to the Bonds, so long as DTC is the only Registered Owner of the Bonds, shall be paid by the Trustee directly to DTC or its nominee, Cede & Co. as provided in the Letter of Representations dated January 19, 2001 from the Company, the Remarketing Agent and the Trustee in its capacities as such and as Tender Agent and Paying Agent to DTC (the "Letter of Representations") with respect to the Bonds. DTC shall remit such payments to DTC Participants, in and such payments thereafter shall be paid by DTC Participants to the form attached hereto as Exhibit A, with such modifications as are agreed by Beneficial Owners. Neither the Company and nor the other parties thereto. So long as the Book-Entry GDSs are eligible for book-entry settlement with DRC, unless otherwise required by law, Book-Entry GDSs Trustee shall be represented responsible or liable for payment by the Master GDR registered in the name of a nominee of DTC. During any period in which Book-Entry GDSs are represented by the Master GDRDTC to DTC Participants, ownership of beneficial interests in the Master GDR shall be shown onfor sending transaction statements or for maintaining, and the transfer of such ownership shall be effected through, supervising or reviewing records maintained by (i) DTC or its nominee for such Master GDR and (ii) institutions that have accounts with DTC. All references in this Agreement to issuance or delivery of GDRs shall be deemed to include, where applicable, adjustments in the cords of the Depositary showing the number of Book-entry GDSs evidenced by the Master GDR. If, at any time when Book-Entry GDSs are evidenced by the Master GDR, DTC ceases to make its book-entry settlement system available for such GDSs, the Company shall consult with the Depositary regarding making other arrangements for book-entry settlementParticipants. In the event that it is impracticable without undue effort or expense (1) DTC determines not to continue to have act as securities depository for the Book-Entry GDSs available in Bonds or (2) the Company determines that the continuation of the book-entry formsystem of evidence and transfer of ownership of the Bonds would adversely affect the Company's interests or the interests of the Beneficial Owners of the Bonds, subject the Company shall discontinue the book-entry system with DTC with respect to the Bonds. If the Company fails to identify another qualified securities depository to replace DTC, the Trustee shall authenticate and deliver replacement Bonds in the form of fully registered Bonds to each Beneficial Owner upon the receipt of instructions from the Company. THE COMPANY, THE REMARKETING AGENT, THE TENDER AGENT AND THE TRUSTEE SHALL NOT HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO DTC OR ANY DTC PARTICIPANT OR ANY BENEFICIAL OWNER WITH RESPECT TO (i) THE BONDS; (ii) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DTC PARTICIPANT; (iii) THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE BONDS; (iv) THE DELIVERY OR TIMELINESS OF DELIVERY BY DTC OR ANY DTC PARTICIPANT OF ANY NOTICE DUE TO ANY BENEFICIAL OWNER THAT IS REQUIRED OR PERMITTED UNDER THE TERMS OF THIS INDENTURE TO BE GIVEN TO BENEFICIAL OWNERS; (v) THE SELECTION OF BENEFICIAL OWNERS TO RECEIVE PAYMENTS IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BONDS; OR (vi) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC, OR ITS NOMINEE, CEDE & CO., AS REGISTERED OWNER. In the event that a book-entry system of evidence and transfer of ownership of the Bonds is discontinued pursuant to the provisions of Section 2.09this Section, the Company Bonds shall instruct be delivered solely as fully registered Bonds without coupons in the Depositary to issue separate GDRs authorized denominations, shall be lettered "R" and numbered separately from 1 upward, and shall be payable, executed, authenticated, registered, exchanged and canceled pursuant to the owners provisions hereof. The Trustee shall not be limited to utilizing a book-entry system maintained by DTC but may enter into a custody agreement (with the consent of beneficial interests in the Master GDR Company) with such additions, deletions and modifications to this Agreement and to the form of GDR attached hereto any bank or trust company serving as Exhibit B as the Company and the Depositary may, from time to time, agree custodian (which may include requiring additional statementsbe the Trustee serving in the capacity of custodian) to provide for a book-entry or similar method for the registration and registration of transfer of all or a portion of the Bonds. SO LONG AS A BOOK-ENTRY SYSTEM OF EVIDENCE OF TRANSFER OF OWNERSHIP OF ALL THE BONDS IS MAINTAINED IN ACCORDANCE HEREWITH, documents and certifications as a condition of issuing such separate GDRs)THE PROVISIONS OF THIS INDENTURE RELATING TO THE DELIVERY OF PHYSICAL BOND CERTIFICATES WITH RESPECT TO THE BONDS SHALL BE DEEMED INAPPLICABLE OR BE OTHERWISE SO CONSTRUED AS TO GIVE FULL EFFECT TO SUCH BOOK-ENTRY SYSTEM.