Common use of Book-Entry System Clause in Contracts

Book-Entry System. Some or all of the Preferred Trust Securities may be registered in the name of a securities depository ("Securities Depository") or a nominee therefor, and held in the custody of the Securities Depository or a custodian thereof. In such event, a single certificate will be issued and delivered to the Securities Depository for such Preferred Trust Securities, in which case the Owners of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will receive, hold or deliver any certificate for Preferred Trust Securities. The Depositor, the Trustees and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Owners. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities Depository.

Book-Entry System. Some or all of the Preferred Trust Securities may be registered in the name of a securities depository ("Securities Depository") or a nominee therefor, and held in the custody of the Securities Depository or a custodian thereof. In such event, a single certificate will be issued and delivered to the Securities Depository for such Preferred Trust Securities, in which case the Owners of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities Except as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will receive, hold or deliver any certificate for Preferred Trust Securities. The Depositor, the Trustees and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Ownersvoting. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities Depository.

Book-Entry System. Some or all of the Preferred Trust Securities may be registered in the name of a securities depository ("Securities Depository") or a nominee therefor, and held in the custody of the Securities Depository or a custodian thereofDepository. In such event, a single certificate will be issued and delivered to the Securities Depository for such Preferred Trust Securities, in which case the Owners beneficial owners of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities Except as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will receive, hold or deliver any certificate for Preferred Trust Securities. The Depositor, the Trustees and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Ownersvoting. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a bookBook-entry systemEntry System, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities Depository.

Book-Entry System. Some or all of the Preferred Trust Securities may be registered in the name of a securities depository ("the Securities Depository") Depository or a nominee therefor, and held in the custody of the Securities Depository or a custodian thereofDepository. In such event, a single certificate will be issued and delivered to the Securities Depository for such Preferred Trust Securities, in which case the Owners of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities Except as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will receive, hold or deliver any certificate for Preferred Trust Securities. The Depositor, the Trustees and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting voting; PROVIDED, that solely for the purposes of determining whether the Holders of the requisite amount of Preferred Securities have voted on any matter provided for in this Trust Agreement, with respect to the vote by Owners of Preferred Securities registered in the name of a Securities Depository, or its nominee, the Trustees may conclusively rely on, and shall have no paymentbe protected in relying on, notice or communication obligations any written instrument (including a proxy) delivered to the Trustees by such Securities Depository setting forth the Owners' votes or assigning the right to vote on any matter to any other Persons either in whole or in part. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities Depository.

Book-Entry System. Some or all Upon the initial issuance and delivery of the Preferred Trust Securities may Bonds, the Bonds shall be registered issued in the name of a securities depository ("the Securities Depository") Depository or a nominee thereforits nominee, as registered owner of the Bonds, and held in the custody of the Securities Depository or a custodian thereofits designee. In such event, a A single certificate (or such number of certificates required by the procedures of the Securities Depository) will be issued and delivered to the Securities Depository (or its designee) for such Preferred Trust Securitiesthe Bonds, in which case and the Beneficial Owners of such Preferred Trust Securities will not receive physical delivery of Bond certificates except as provided herein. For so long as the Securities Depository shall continue to serve as securities depository for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities Bonds as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will Bonds is to receive, hold or deliver any certificate for Preferred Trust SecuritiesBond certificate. The DepositorIssuer, the Trustees Company, the Registrar, the Tender Agent and the Paying Agent Trustee will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities Owner for all purposes, including paymentnotices, notices and voting and shall have no paymentexcept that, notice for purposes of a mandatory redemption upon a Determination of Taxability as provided in SECTION 3.01 hereof or communication obligations voting, a Beneficial Owner may establish beneficial ownership of any of the Bonds to the OwnersTrustee or to the Company in form satisfactory to the Trustee or to the Company, as the case may be. The Administrative TrusteesIssuer, at the direction Company, the Trustee, the Registrar, the Tender Agent and expense the Remarketing Agent may rely conclusively upon (a) a certificate of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter as to the identity of representations or other agreement with such Securities Depository to establish procedures the Participants in the Book-Entry System with respect to the Preferred Trust Securities. Any Securities Depository shall be Bonds and (b) a Clearing Agency. The Depositor certificate of any such Participant as to the identity of, and the Trustees covenant and agree to meet respective principal amount of Bonds beneficially owned by, the requirements of a Securities Depository for Beneficial Owners. Whenever, during the Preferred Trust Securities with respect to required notices and other provisions term of the letter of representations or agreement executed with respect to such Preferred Trust Securities. Whenever Bonds, the beneficial ownership of any Preferred Trust Securities thereof is determined through by a book-entry at the books of a Securities Depository, the requirements in this Trust Agreement Indenture of holding, delivering or transferring such Preferred Trust Securities Bonds shall be deemed modified with respect to such Preferred Trust Securities require the appropriate person to meet the requirements of the Securities Depository with respect as to actions of registering or transferring the Trustees, book-entry to produce the Depositor and the Paying Agentsame effect. Any provisions provision hereof permitting or requiring delivery of such Preferred Trust Securities Bonds shall, while such Preferred Trust Securities the Bonds are in a bookthe Book-entry systemEntry System, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued Except as otherwise specifically provided in this Indenture and delivered the Bonds with respect to the Owners rights of such Preferred Trust Securities Participants and Beneficial Owners, when a Book-Entry System is in accordance with registration instructions of effect, the Issuer, the Trustee, the Registrar, the Tender Agent, the Remarketing Agent and the Company may treat the Securities Depository (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment of the principal of, premium, if any, and interest on the Bonds or portion thereof to be redeemed or purchased, and of giving any notice permitted or required to be given to Bondholders under this Indenture and none of the Issuer, the Trustee, the Registrar, the Tender Agent, the Remarketing Agent nor the Company shall be affected by any notice to the contrary. Neither the Issuer, the Company, the Trustee, the Registrar, the Tender Agent, nor the Remarketing Agent will have any responsibility or obligations to the Securities Depository, any Participant, any Beneficial Owner or any other person which is not shown on the Bond Register, with respect to (a) the accuracy of any records maintained by the Securities Depository or any Participant; (b) the payment by the Securities Depository or by any Participant of any amount due to any Beneficial Owner in respect of the principal amount or redemption or Purchase Price of, or interest on, any Bonds; (c) the delivery of any notice by the Securities Depository or any Participant; (d) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds; or (e) any other action taken by the Securities Depository or any Participant. The Trustee shall pay all principal of, premium, if any, and interest on the Bonds registered in the name of Cede & Co. only to or "upon the order of" the Securities Depository (as that term is no longer willing or able used in the Uniform Commercial Code as adopted in the State of Kansas), and all such payments shall be valid and effective to properly fully satisfy and discharge its responsibilities the Issuer's obligations with respect to the Preferred Trust Securitiesprincipal of, premium, if any, and interest on such Bonds to the extent of the sum or sums so paid. The Book-Entry System may be discontinued by the Trustee and the Issuer, at the direction and expense of the Company, and the Depositor does not appoint a successor Issuer and the Trustee will cause the delivery of Bond certificates to such Beneficial Owners of the Bonds and registered in the names of such Beneficial Owners as shall be specified to the Registrar by the Securities Depository within 90 days after such discontinuancein writing, or (b) under the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities Depository.following circumstances:

Book-Entry System. Some or all of the Preferred Trust Securities may The Bonds shall be registered initially issued in the name of a securities depository ("Cede & Co., as nominee for The Depository Trust Company as the initial Securities Depository") or a nominee thereforDepository and registered owner of such Bonds, and held in the custody of the Securities Depository or a custodian thereofDepository. In such event, a A single certificate will be issued and delivered to the Securities Depository Depository, or a custodian thereof, for such Preferred Trust Securities, in which case the Bonds. The Beneficial Owners of such Preferred Trust Securities will not receive physical delivery of Bond certificates except as provided herein. For so long as the Securities Depository shall continue to serve as securities depository for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities such Bonds as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry onlyonly on the records of the Securities Depository, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will such Bonds is to receive, hold or deliver any certificate for Preferred Trust SecuritiesBond certificate. The DepositorIssuer, the Trustees Company and the Paying Agent Trustee will recognize the Securities Depository or its nominee as the Holder Bondholder of Preferred Trust Securities such Bonds for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Ownersvoting. The Administrative TrusteesIssuer and the Trustee covenant and agree, at the direction and expense of the Depositor, may from time so long as The Depository Trust Company shall continue to time appoint a serve as Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to for the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree Bonds, to meet the requirements of a Securities The Depository for the Preferred Trust Securities Company with respect to required notices and other provisions of the letter Letter of representations or agreement Representations among The Depository Trust Company, the Issuer, the Trustee, the Company and the Remarketing Agent, executed with respect to the Bonds. The Issuer, the Trustee, the Company and the Remarketing Agent may conclusively rely upon (i) a certificate of the Securities Depository as to the identity of the Participants in the Book-Entry-System and (ii) a certificate of any such Preferred Trust SecuritiesParticipant as to the identity of, and the respective principal amount of Bonds beneficially owned by, the Beneficial Owners. Whenever Whenever, during the term of the Bonds, the beneficial ownership of any Preferred Trust Securities thereof is determined through by a book-entry at the books of a Securities Depository, the requirements in this Trust Agreement Indenture of holding, delivering or transferring such Preferred Trust Securities Bonds shall be deemed modified with respect to such Preferred Trust Securities require the appropriate person to meet the requirements of the Securities Depository with respect as to actions registering or registering the transfer of the Trustees, book-entry to produce the Depositor and the Paying Agentsame effect. Any provisions provision hereof permitting or requiring delivery of such Preferred Trust Securities Bonds shall, while such Preferred Trust Securities the Bonds are in a bookBook-entry systemEntry System, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued The Trustee and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions Issuer, at the direction and expense of the Securities Depository if (a) Company and with the Securities Depository is no longer willing or able consent of the Remarketing Agent, may from time to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not time appoint a successor Securities Depository within 90 days after and enter into an agreement with such discontinuancesuccessor Securities Depository to establish procedures with respect to the Bonds consistent with current industry practice. Any successor Securities Depository shall be a "clearing agency" registered under Section 17A of the Securities Exchange Act of 1934, as amended. None of the Issuer, the Company, the Trustee nor the Remarketing Agent will have any responsibility or obligation to any Securities Depository, any Participants in the Book-Entry System or the Beneficial Owners with respect to (i) the accuracy of any records maintained by the Securities Depository or any Participant; (ii) the payment by the Securities Depository or by any Participant of any amount due to any Beneficial Owner in respect of the principal amount or redemption or purchase price of, or interest on, any Bonds; (biii) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through delivery of any notice by the Securities Depository.Depository or any Participant; (iv) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds; or (v) any other action taken by the Securities Depository or any Participant. Bond certificates are required to be delivered to and registered in the name of the Beneficial Owner, under the following circumstances:

Book-Entry System. Some or all of the Preferred Trust Securities may The Bonds shall be registered initially issued in the name of a securities depository ("Cede & Co., as nominee for The Depository Trust Company as the initial Securities Depository") or a nominee thereforDepository and registered owner of such Bonds, and held in the custody of the Securities Depository or a custodian thereofDepository. In such event, a A single certificate will be issued and delivered to the Securities Depository Depository, or a custodian thereof, for such Preferred Trust Securities, in which case the Bonds. The Beneficial Owners of such Preferred Trust Securities will not receive physical delivery of Bond certificates except as provided herein. For so long as the Securities Depository shall continue to serve as securities depository for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities such Bonds as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry onlyonly on the records of the Securities Depository, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will such Bonds is to receive, hold or deliver any certificate for Preferred Trust SecuritiesBond certificate. The DepositorAuthority, the Trustees Company and the Paying Agent Trustee will recognize the Securities Depository or its nominee as the Holder Bondholder of Preferred Trust Securities such Bonds for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Ownersvoting. The Administrative TrusteesAuthority and the Trustee covenant and agree, at the direction and expense of the Depositor, may from time so long as The Depository Trust Company shall continue to time appoint a serve as Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to for the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree Bonds, to meet the requirements of a Securities The Depository for the Preferred Trust Securities Company with respect to required notices and other provisions of the letter any Letter of representations or agreement Representations executed with respect to, or any Blanket Letter of Representations applicable to, the Bonds. The Authority, the Trustee, the Company and the Remarketing Agent may conclusively rely upon (i) a certificate of the Securities Depository as to the identity of the Participants in the Book-Entry-System and (ii) a certificate of any such Preferred Trust SecuritiesParticipant as to the identity of, and the respective principal amount of Bonds beneficially owned by, the Beneficial Owners. Whenever Whenever, during the term of the Bonds, the beneficial ownership of any Preferred Trust Securities thereof is determined through by a book-entry at the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities Bonds shall be deemed modified with respect to such Preferred Trust Securities require the appropriate person to meet the requirements of the Securities Depository with respect as to actions registering or registering the transfer of the Trustees, book-entry to produce the Depositor and the Paying Agentsame effect. Any provisions provision hereof permitting or requiring delivery of such Preferred Trust Securities Bonds shall, while such Preferred Trust Securities the Bonds are in a bookBook-entry systemEntry System, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued The Trustee and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions Authority, at the direction and expense of the Securities Depository if (a) Company and with the Securities Depository is no longer willing or able consent of the Remarketing Agent, may from time to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not time appoint a successor Securities Depository within 90 days after and enter into an agreement with such discontinuancesuccessor Securities Depository to establish procedures with respect to the Bonds consistent with current industry practice. Any successor Securities Depository shall be a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934, as amended. None of the Authority, the Company, the Trustee, any Broker-Dealer nor the Remarketing Agent will have any responsibility or obligation to any Securities Depository, any Participants in the Book-Entry System or the Beneficial Owners with respect to (i) the accuracy of any records maintained by the Securities Depository or any Participant; (ii) the payment by the Securities Depository or by any Participant of any amount due to any Beneficial Owner in respect of the principal amount or redemption or purchase price of, or interest on, any Bonds; (biii) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through delivery of any notice by the Securities DepositoryDepository or any Participant; (iv) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds; or (v) any other action taken by the Securities Depository or any Participant. Bond certificates are required to be delivered to and registered in the name of the Beneficial Owner if the Securities Depository determines to discontinue providing its service with respect to the Bonds and no successor Securities Depository is appointed as described above. Such a determination may be made at any time by giving 30 days’ notice to the Authority, the Company, the Auction Agent, the Remarketing Agent and the Trustee and discharging its responsibilities with respect thereto under applicable law. The Trustee is hereby authorized to make such changes to the form of bond attached hereto as Exhibit B which are necessary or appropriate to reflect that the Book-Entry System is not in effect, that a successor Securities Depository has been appointed or that an additional or co-paying agent or tender agent has been designated pursuant to Section 11.14. If at any time, the Securities Depository ceases to hold the Bonds, all references herein to the Securities Depository shall be of no further force or effect.

Book-Entry System. Some or all of the The Preferred Trust Securities may be registered issued in the name of a securities depository ("Securities Depository") or a nominee therefor, and held in the custody of the Securities Depository or a custodian thereofDepository. In such event, a single certificate will be issued and delivered to the Securities Depository for such the Preferred Trust Securities, in which case the Owners of such Preferred Trust Securities beneficial owners will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities except as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will receive, hold or deliver any certificate for Preferred Trust Securities. The Authority, the Depositor, the Trustees Trustee and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Ownersvoting. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations representation or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor Authority and the Trustees Trustee covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any the Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a bookBook-entry systemEntry System, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities Depository.

Book-Entry System. Some or all The Depositary has made arrangements for the acceptance of the Preferred Trust Securities may ADSs into DTC. All ADSs held through DTC will be registered in the name of a securities depository the nominee for DTC ("Securities Depository") or a currently “Cede & Co.”). As such, the nominee thereforfor DTC will be the only “Holder” of all ADSs held through DTC. Unless issued by the Depositary as Uncertificated ADSs, and held the ADSs registered in the custody name of Cede & Co. will be evidenced by a single ADR in the form of a “Balance Certificate,” which will provide that it represents the aggregate number of ADSs from time to time indicated in the records of the Securities Depository or a custodian thereof. In such event, a single certificate will be Depositary as being issued hereunder and delivered to that the Securities Depository for such Preferred Trust Securities, in which case the Owners aggregate number of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will receive, hold or deliver any certificate for Preferred Trust Securities. The Depositor, the Trustees and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Owners. The Administrative Trustees, at the direction and expense of the Depositor, ADSs represented thereby may from time to time appoint a Securities Depository be increased or a successor thereto decreased by making adjustments on such records of the Depositary and enter into a letter of representations DTC or its nominee as hereinafter provided. Citibank, N.A. (or such other agreement with 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 Securities Depository ADSs. The DTC Participants shall for all purposes be deemed to establish procedures have all requisite power and authority to act on behalf of the Beneficial Owners of the ADSs held in the DTC Participants’ respective accounts in DTC and the Depositary shall for all purposes be authorized to rely upon any instructions and information given to it by DTC Participants on behalf of Beneficial Owners of ADSs. So long as ADSs are held through DTC or unless otherwise required by law, ownership of beneficial interests in the ADSs registered in the name of the nominee for DTC will be shown on, and transfers of such ownership will be effected only through, records maintained by (i) DTC or its nominee (with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements interests of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations DTC Participants), or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering (ii) DTC Participants or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if their nominees (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities Depositoryinterests of clients of DTC Participants).

Book-Entry System. Some or all Notwithstanding anything to the contrary herein, so long as the Series 2020 Bonds are being held under a book-entry system pursuant to this Section 3.18, transfers of beneficial ownership of such Bonds will be effected pursuant to rules and procedures established by the Securities Depository. The Series 2020 Bonds shall be initially issued under a book-entry system and shall be held thereunder except as provided in this Section 3.18. The Series 2020 Bonds shall be initially issued in the form of a separate, authenticated, fully registered Series 2020 Bond for each maturity in a principal amount equal to the amount of such maturity, and shall be registered on the Register in the name of the Preferred Securities Depository Nominee. So long as the book-entry system is in effect, the Securities Depository Nominee will be recognized as the Holder of the Series 2020 Bonds for the purposes of (i) paying the principal of, premium, if any, or interest on the Series 2020 Bonds, (ii) selecting the Series 2020 Bonds or portions thereof to be redeemed, (iii) giving any notice permitted or required to be given to Holders under this Trust Agreement, (iv) registering the transfer of Series 2020 Bonds, and (v) requesting any consent or other action to be taken by the Holders, and for all other purposes whatsoever, and neither the Trustee nor the Corporation shall be affected by any notice to the contrary. Neither the Trustee nor the Corporation shall have any responsibility or obligation to any Participant, any beneficial owner of Series 2020 Bonds or any other person claiming a beneficial ownership interest in the Series 2020 Bonds under or through the Securities Depository or any Participant, or any other person which is not shown on the Register as being a Holder of Series 2020 Bonds with respect to (i) the accuracy of any records maintained by the Securities Depository or any Participant, (ii) the payment to the Securities Depository, any Participant or any beneficial owner of Series 2020 Bonds of any amount in respect of the principal of, premium, if any, or interest on the Series 2020 Bonds, (iii) any notice which is permitted or required to be given to Holders under this Trust Agreement, (iv) the selection by the Securities Depository or any Participant or any other person to receive payment in the event of a partial redemption of the Series 2020 Bonds or (v) any other action taken by the Securities Depository as Holder of the Series 2020 Bonds. The Trustee shall pay all principal of and premium, if any, and interest on the Series 2020 Bonds only to the Securities Depository or the Securities Depository Nominee, as the case may be, and all such payments shall be valid and effectual to fully satisfy and discharge the obligations with respect to the principal of and premium, if any, and interest on the Series 2020 Bonds to the extent of the sum or sums so paid. The Securities Depository may determine to discontinue providing its services as such with respect to the Series 2020 Bonds at any time by giving notice to the Corporation and the Trustee and discharging its responsibilities with respect thereto under applicable laws. In such event, the Corporation shall either (i) engage the services of another Securities Depository or (ii) deliver physical Series 2020 Bonds in the manner described below. In the event the book-entry system is discontinued or terminated with respect to the Series 2020 Bonds, and no other Securities Depository is named, then the Corporation shall notify the Trustee of such event and the Securities Depository shall immediately notify the Participants of the availability, through the Securities Depository, of physical Series 2020 Bonds. In such event, the Corporation shall execute and the Trustee shall authenticate, register and deliver physical Series 2020 Bonds as requested by the Securities Depository or any Participant or beneficial owner of Series 2020 Bonds in appropriate authorized denominations in exchange for the Series 2020 Bonds registered in the name of a securities depository ("Securities Depository") or a nominee therefor, and held in the custody of the Securities Depository or a custodian thereofNominee. In such event, a single certificate will be issued and delivered Notwithstanding any other provision of this Trust Agreement to the contrary, so long as the Series 2020 Bonds are registered in the name of Cede & Co., as Securities Depository for such Preferred Trust Securities, in which case the Owners of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities as provided hereinNominee, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will receive, hold or deliver any certificate for Preferred Trust Securities. The Depositor, the Trustees and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Owners. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures payments with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor principal of, premium, if any, and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, be satisfied by the notation interest on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued Series 2020 Bonds and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities all notices with respect to the Preferred Series 2020 Bonds shall be made and given, respectively, to The Depository Trust SecuritiesCompany, New York, New York, as provided in the representation letter. In connection with any notice or other communication to be provided to the Holders by the Corporation or the Trustee with respect to any consent or other action to be taken by the Holders, the Corporation or the Trustee, as the case may be, shall establish a record date for such consent or other action and give the Depositor does not appoint a successor Securities Depository within 90 notice of such record date not less than 15 days after in advance of such discontinuance, or (b) record date to the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities Depositoryextent possible.

Book-Entry System. Some or all (a) The Bonds shall be initially issued pursuant to a Book-Entry System administered by the Securities Depository with no physical distribution of any Bond to any person. One Bond for the Preferred Trust Securities may maturity will be issued, registered in the name of a securities depository ("the Securities Depository") or a nominee thereforDepository Nominee, and held immobilized in the custody of the Securities Depository Depository. Beneficial ownership interests in the Bonds may be purchased by or a custodian thereofthrough Direct Participants. In such event, a single certificate will be issued and delivered to the Securities Depository for such Preferred Trust Securities, in which case the Owners The holders of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities as provided herein, all transfers of these beneficial ownership interests in such Preferred Trust Securities the Bonds are referred to as the "Beneficial Owners". The ----------------- Beneficial Owners will not receive certificated bonds representing their beneficial ownership interests. Ownership of the interests in Bonds in Authorized Denominations will be made by book-entry onlyevidenced, and no investor or other party purchasingtransfers of interests in the Bonds will be effected, selling or otherwise transferring beneficial ownership on the records of the Preferred Trust Securities will receive, hold or deliver any certificate Depository and the Direct Participants and Indirect Participants pursuant to rules and procedures established by the Securities Depository. During a period in which the Book-Entry System is in effect for Preferred Trust Securities. The Depositorthe Bonds the Issuer, the Trustees Trustee, the Users and the Paying Remarketing Agent will recognize shall treat the Securities Depository or its nominee the Securities Depository Nominee as the Holder only registered owner of Preferred Trust Securities the Bonds for all purposespurposes under this Indenture including receipt of all principal of, including paymentpurchase price of, notices premium (if any) and voting interest on the Bonds, receipt of notices, voting, and shall have no paymentrequesting or directing the Trustee or Issuer to take or not to take, notice or communication obligations to consenting to, certain actions under this Indenture. In the Owners. The Administrative Trustees, at event the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of the Securities Depository with respect Nominee assigns its rights to actions of the Trusteesconsent or vote under this Indenture to any Direct Participant or Indirect Participant, the Depositor and Issuer, the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shallTrustee, while such Preferred Trust Securities are in a book-entry system, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust SecuritiesUsers, and the Depositor does not appoint a successor Securities Depository within 90 days after Remarketing Agent shall treat such discontinuance, assignee or (b) assignees as the Depositor at its option advises only registered owner or owners of the Trustees in writing that it elects to terminate Bonds for the book-entry system through the Securities Depositorypurpose of exercising such rights so assigned.

Book-Entry System. Some or all of the Preferred Trust Capital Securities may be registered in the name of a securities depository ("Securities Depository") or a nominee therefor, and held in the custody of the Securities Depository or a custodian thereofDepository. In such event, a single certificate will be issued and delivered to the Securities Depository for such Preferred Trust Capital Securities, in which case the Owners of such Preferred Trust Capital Securities will not receive physical delivery of certificates for Preferred Trust Capital Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities Except as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Capital Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Capital Securities will receive, hold or deliver any certificate for Preferred Trust Capital Securities. The Depositor, the Trustees and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Capital Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Ownersvoting. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Capital Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Capital Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Capital Securities. Whenever the beneficial ownership of any Preferred Trust Capital Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Capital Securities shall be deemed modified with respect to such Preferred Trust Capital Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Capital Securities shall, while such Preferred Trust Capital Securities are in a book-entry system, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities Depository.

Book-Entry System. Some (a) Anything in this Indenture to the contrary notwithstanding, any Bond may be authorized and issued as a Book-Entry Bond. (b) For all purposes of this Indenture, the Owner of a Book-Entry Bond shall be the Securities Depository therefor and neither the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar shall have any responsibility or all obligation to the beneficial owner of such Bond or to any direct or indirect participant in such Securities Depository, except as expressly provided in this Indenture. Without limiting the generality of the Preferred Trust Securities may be registered in foregoing, neither the name Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Registrar shall have any responsibility or obligation to any such participant or to the beneficial owner of a securities depository Book-Entry Bond with respect to ("Securities Depository"i) or a nominee therefor, and held in the custody accuracy of the records of the Securities Depository or a custodian any participant with respect to any beneficial ownership interest in such Bond, (ii) the delivery to any participant of the Securities Depository, the beneficial owner of such Bond or any other person, other than the Securities Depository, of any notice with respect to such Bond, including any notice of the redemption or purchase thereof, or (iii) the payment to any participant of the Securities Depository, the beneficial owner of such Bond or any other person, other than the Securities Depository, of any amount with respect to the principal, redemption price, if applicable, or purchase price of, or interest on, such Bond. In such eventThe Issuer, a single certificate will be issued the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent and delivered to the Registrar may treat the Securities Depository for such Preferred Trust Securities, in which case the Owners of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry onlytherefor as, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will receive, hold or deliver any certificate for Preferred Trust Securities. The Depositor, the Trustees and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Owners. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with deem such Securities Depository to establish procedures with respect to be, the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements absolute owner of a Securities Depository Book-Entry Bond for the Preferred Trust Securities with respect to required notices and other provisions all purposes whatsoever, including, but not limited to, (1) payment of the letter principal, redemption price, if applicable, or purchase price of, and interest on, such Bond, (2) giving notices of representations redemption or agreement executed purchase and of other matters with respect to such Preferred Trust SecuritiesBond, (3) registering transfers with respect to such Bond as permitted hereby and (4) except as expressly provided in this Indenture, giving to the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent or the Registrar any notice, consent, request or demand pursuant to the Indenture for any purpose whatsoever. Whenever The Trustee, acting as Paying Agent, shall pay the beneficial ownership principal or redemption price, if applicable, of, and interest on, a Book-Entry Bond, and the Trustee, acting as Tender Agent, shall pay the purchase price of any Preferred Trust a Book-Entry Bond, only to or upon the order of the Securities is determined through Depository therefor, and all such payments shall be valid and effective to satisfy fully and discharge the books Issuer’s obligations with respect to such principal or redemption price or purchase price, and interest, to the extent of the sum or sums so paid. Except as otherwise provided in subsection (d) of this Section 2.13, no person other than the Securities Depository shall receive a Bond or other instrument evidencing the Issuer’s obligation to make payments of the principal, redemption price or purchase price thereof, and interest thereon. (c) The Issuer, by notice to the Trustee, the Paying Agent, the Tender Agent, the Registrar, the Remarketing Agent, the Auction Agent and a Securities Depository, may, with the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements prior written consent of the Borrower, and shall, at the written direction of an Authorized Borrower Representative, terminate the services of such Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of Book-Entry Bonds for which such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to serves as securities depository if the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if Issuer 29 determines that (ai) the Securities Depository is no longer willing or able unable to properly discharge its responsibilities with respect to such Bond or (ii) a continuation of the Preferred Trust Securitiesrequirement that all of the Bonds issued as Book-Entry Bonds be registered in the registration books of the Issuer kept by the Trustee in the name of the Securities Depository is not in the best interests of the beneficial owners of such Bonds or of the Issuer. (d) Upon the termination of the services of a Securities Depository with respect to a Book-Entry Bond pursuant to clause (ii) of subsection (c) of this Section 2.13, such Bond no longer shall be restricted to being registered in the registration books kept by the Registrar in the name of a Securities Depository. Upon the termination of the services of a Securities Depository with respect to a Book-Entry Bond pursuant to clause (i) of subsection (c) of this Section 2.13, the Issuer may, with the prior written consent of the Borrower, and shall, at the Depositor does not written direction of an Authorized Borrower Representative, within ninety (90) days thereafter appoint a successor substitute securities depository which, in the opinion of the Issuer, is willing and able to undertake the functions of Securities Depository under this Indenture upon reasonable and customary terms. If no such successor can be found within 90 days after such discontinuanceperiod, such Book-Entry Bond shall no longer be restricted to being registered in the registration books of the Issuer kept by the Trustee in the name of a Securities Depository. In the event that a Book-Entry Bond shall no longer be restricted to being registered in the registration books of the Issuer kept by the Trustee in the name of a Securities Depository, (i) the Issuer shall execute and the Trustee shall authenticate and deliver, upon presentation and surrender of the Book-Entry Bond, Bond certificates as requested by the Securities Depository so terminated of like principal amount, maturity and interest rate, in Authorized Denominations, to the identifiable beneficial owners in replacement of such beneficial owners’ beneficial ownership interests in such Book-Entry Bond and (ii) the Trustee shall notify the Remarketing Agent, the Auction Agent and the Borrower that the Bonds are no longer restricted to being registered in the registration books of the Issuer kept by the Trustee in the name of a Securities Depository; provided, however that such registration shall not be terminated by the Issuer or the Borrower without an opinion of Bond Counsel confirming that such termination of registration will not adversely affect the Tax-Exempt status of any Bonds. (e) Anything in this Indenture to the contrary notwithstanding, payment of the redemption price of a Book-Entry Bond, or portion thereof, called for redemption prior to maturity may be paid to the Securities Depository by wire transfer of immediately available funds. Anything in the Indenture to the contrary notwithstanding, such redemption price may be paid without presentation and surrender to the Trustee, as Paying Agent, of the Book-Entry Bond, or portion thereof, called for redemption; provided, however, that payment of (a) the principal payable at maturity of a Book-Entry Bond and (b) the Depositor at its option advises redemption price of a Book-Entry Bond as to which the Trustees entire principal amount thereof has been called for redemption shall be payable only upon presentation and surrender of such Book-Entry Bond to the Trustee, as Paying Agent; and provided, further, that no such redemption price shall be so payable without presentation and surrender unless such Book-Entry Bond shall contain or have endorsed thereon a legend substantially to the effect set forth in writing that it elects Exhibit A hereto (or such other legend(s) of similar content as may be determined to terminate be necessary or desirable by the book-entry system through Issuer or the Securities Depository). Anything in this Indenture to the contrary notwithstanding, upon any such payment to the Securities Depository without presentation and surrender, for all purposes of (i) the Book-Entry Bond as to which such payment has been made and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding 30 shall be reduced automatically by the principal amount so paid. In such event, the Trustee shall notify forthwith the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made, and the principal amount of such Bond so paid, and the Trustee shall note such payment on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (f) For all purposes of this Indenture authorizing or permitting the purchase of Bonds, or portions thereof, by, or for the account of, the Issuer for cancellation, and anything in the Indenture to the contrary notwithstanding, a portion of a Book-Entry Bond may be deemed to have been purchased and cancelled without surrender thereof upon delivery to the Trustee of a certificate executed by the Issuer and a participant of the Securities Depository therefor to the effect that a beneficial ownership interest in such Bond, in the principal amount stated therein, has been purchased by, or for the account of, the Issuer through the participant of the Securities Depository executing such certificate; provided, however, that any purchase for cancellation of the entire principal amount of a Book-Entry Bond shall be effective for purposes of the Indenture only upon surrender of such Book-Entry Bond to the Paying Agent; and provided, further, that no portion of a Book-Entry Bond may be deemed to have been so purchased and cancelled without surrender thereof unless such Book-Entry Bond shall contain or have endorsed thereon the legend referred to in subsection (e) of this Section 2.13. Anything in the Indenture to the contrary notwithstanding, upon delivery of any such certificate to the Trustee, for all purposes of (i) the Book-Entry Bond to which such certificate relates and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so purchased. In such event, the Trustee shall immediately notify the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made and the amount thereof and shall note such reduction in principal amount of such Book-Entry Bond Outstanding on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection. (g) Anything in this Indenture to the contrary notwithstanding, a Securities Depository may make a notation on a Book-Entry Bond (i) redeemed in part or (ii) purchased by, or for the account of, the Issuer in part for cancellation, to reflect, for informational purposes only, the date of such redemption or purchase and the principal amount thereof redeemed or deemed cancelled, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in subsection (e) or (f) of this Section 2.13, as the case may be. (h) Anything in this Indenture to the contrary notwithstanding, in the case of a Book-Entry Bond, the Issuer shall be authorized to redeem or purchase (by or for the account of the Issuer) less than all of the entire Outstanding principal amount thereof, and in the event of such partial defeasance, redemption, purchase or refunding, the provisions of the Indenture relating to the defeasance, redemption, purchase or refunding of a Bond or Bonds shall be deemed to refer to the defeasance, redemption, purchase or refunding of a portion of a Bond. (i) The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent may enter into an agreement with a Securities Depository for the Bonds providing for procedures for the registration, payment, 31 tender and delivery of notices relating to the Bonds, provided that the terms of such agreement shall not be inconsistent with the terms of this Indenture. Any such agreement may provide that (i) such Securities Depository is not required to present a Bond to the Trustee in order to receive a partial payment of principal; (ii) a Bond need not be delivered to the Trustee in order for a tender of such Bond pursuant to Article IV of this Indenture to be effective or in order for the purchase price of such tendered Bond to be paid and that notice of tender of a Bond for purchase pursuant to Article IV hereof may be given to the Trustee by a beneficial owner of a Bond or a direct participant of the Securities Depository; (iii) a legend with respect to the registration of the Bond in the name of the Securities Depository shall appear on each Bond so long as the Bonds are subject to such agreement; and (iv) different provisions for notices to such Securities Depository may be set forth therein; and such provisions shall be binding on the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent for so long as such Securities Depository is the Securities Depository for Book-Entry Bonds hereunder. Section 2.14.

Book-Entry System. Some The Bonds shall initially be held under a book-entry system with DTC. References in this Section 206 to a Bond or all the Bonds shall be construed to mean the Bond or the Bonds that are held under the book-entry system. 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 Preferred Trust Securities may be registered Bonds in the name of a securities depository ("Securities Depository") or a nominee thereforAuthorized Denominations, and held in the custody of the Securities Depository or a custodian thereof. In such event, a single certificate will be issued and delivered to the Securities Depository for such Preferred Trust Securities, in which case the Owners of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities as provided herein, all with transfers of beneficial ownership effected on the records of DTC and the DTC Participants pursuant to rules and procedures established by DTC. Each DTC Participant shall be credited in the records of DTC with the amount of such DTC Participant's interest in the Bonds. Beneficial ownership interests in the Bonds may be purchased by or through 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 recorded through the records of the DTC Participant from which such Preferred Trust Securities will Beneficial Owner purchased its Bonds. Transfers of Ownership interests in the Bonds shall be accomplished by book entries made by book-entry onlyDTC 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 no investor or other party purchasingpurchase price with respect to the Bonds, selling or otherwise transferring beneficial ownership so long as DTC is the only owner of the Preferred Trust Securities will receiveBonds, hold or deliver any certificate for Preferred Trust Securities. The Depositor, shall be paid by the Trustees and the Paying Agent will recognize the Securities Depository Trustee directly to DTC or its nominee as the Holder of Preferred Trust Securities for all purposesnominee. DTC shall remit such payments to DTC Participants, including payment, notices and voting and such payments thereafter shall have no payment, notice or communication obligations be paid by DTC Participants to the Beneficial Owners. The Administrative TrusteesIssuer, at the direction Borrower, the Credit Facility Trustee, the Tender Agent and expense 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 DTC or DTC Participants. Notwithstanding anything to the contrary contained in this Indenture, for so long as Cede & Co. is the sole Registered Owner of the DepositorBonds, may all tenders and deliveries of Bonds under the provisions of this Indenture shall be made pursuant to DTC's procedures in effect from time to time appoint a Securities Depository and none of the Issuer, the Trustee, the Tender Agent or a successor thereto and enter into a letter of representations the Remarketing Agent shall have any responsibility for or other agreement with such Securities Depository to establish procedures liability with respect to the Preferred Trust Securitiesimplementation of such procedures. Any Securities Depository shall be a Clearing Agency. The Depositor and In the Trustees covenant and agree event that (1) DTC determines not to meet the requirements of a Securities Depository continue to act as securities depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations Bonds or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a2) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to Remarketing Agent determines that the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate continuation of the book-entry system through of evidence and transfer of ownership of the Securities DepositoryBonds would adversely affect the interests of the Beneficial Owners of the Bonds, the Issuer shall discontinue the book-entry system with DTC with respect to the Bonds. If the Remarketing Agent fails to identify another qualified securities depository to replace DTC, the Trustee shall authenticate and deliver replacement Bonds in the form of fully registered Bonds pursuant to the written instructions of DTC. THE ISSUER, THE BORROWER, THE REMARKETING AGENT, THE CREDIT FACILITY TRUSTEE, THE TENDER AGENT AND THE TRUSTEE SHALL NOT HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO ANY DTC PARTICIPANT OR ANY BENEFICIAL OWNER WITH RESPECT TO (i) THE BONDS; (ii) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DTC PARTICIPANT; (iii) THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE BONDS; (iv) THE DELIVERY OR TIMELINESS OF DELIVERY BY DTC OR ANY DTC PARTICIPANT OF ANY NOTICE DUE TO ANY BENEFICIAL OWNER THAT IS REQUIRED OR PERMITTED UNDER THE TERMS OF THIS INDENTURE TO BE GIVEN TO BENEFICIAL OWNERS; (v) THE SELECTION OF BENEFICIAL OWNERS TO RECEIVE PAYMENTS IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BONDS; OR (vi) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC OR ITS NOMINEE, AS OWNER. In the event that a book-entry system of evidence and transfer of ownership of the Bonds is discontinued pursuant to the provisions of this Section, the Bonds shall be delivered solely as fully registered Bonds without coupons in the Authorized Denominations, shall be lettered "R" and numbered separately from 1 upward, and shall be payable, executed, authenticated, registered, exchanged and canceled pursuant to the provisions hereof. The Borrower shall not be limited to utilizing a book-entry system maintained by DTC but may enter into a custody agreement with any bank or trust company serving as custodian (which may be the Trustee serving in the capacity of custodian) to provide for a book-entry or similar method for the registration and registration of transfer of all or a portion of the Bonds. SO LONG AS A BOOK-ENTRY SYSTEM OF EVIDENCE OF TRANSFER OF OWNERSHIP OF ALL THE BONDS IS MAINTAINED IN ACCORDANCE HEREWITH, THE 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. Some or all of the Preferred Trust Securities may be registered in the name of a securities depository ("Securities Depository") or a nominee therefor, and held in the custody of the Securities Depository or a custodian thereof. In such event, a single certificate will be issued and delivered to the Securities Depository for such Preferred Trust Securities, in which case the Owners of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities Except as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will receive, hold or deliver any certificate for Preferred Trust Securities. The Depositor, the Trustees and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Owners. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities Depository.

Book-Entry System. Some or all of the Preferred Trust Securities may be registered in the name of a securities depository ("Securities Depository") or a nominee therefor, and held in the custody of the Securities Depository or a custodian thereofDepository. In such event, a single certificate will be issued and delivered to the Securities Depository for such Preferred Trust Securities, in which case the Owners of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities Except as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will receive, hold or deliver any certificate for Preferred Trust Securities. The Depositor, the Trustees and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Ownersvoting. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities Depository.

Book-Entry System. Some or all of the Preferred Trust Securities may be registered in the name of a securities depository ("Securities Depository") or a nominee therefor, and held in the custody of the Securities Depository or a custodian thereofDepository. In such event, a single certificate will be issued and delivered to the Securities Depository for such Preferred Trust Securities, in which case the Owners of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities Except as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will receive, hold or deliver any certificate for Preferred Trust Securities. The Depositor, the Trustees and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Ownersvoting. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities Depository.

Book-Entry System. Some The Bonds shall be issued pursuant to a ----------- ----------------- Book Entry System administered by the Securities Depository with no physical distribution of Bond certificates to be made except as provided in this Section 313. Any provision of this Indenture or all the Bonds requiring physical delivery of the Preferred Trust Securities may Bonds shall, with respect to any Bonds held under the Book Entry System, be deemed to be satisfied by a notation on the bond registration books maintained by the Trustee that such Bonds are subject to the Book Entry System. So long as a Book Entry System is being used, one Bond registered in the name of a securities depository ("Securities Depository") or a nominee therefor, and held in the custody of the Securities Depository or a custodian thereof. In such event, a single certificate Nominee will be issued and delivered required to be deposited with the Securities Depository and held in its custody. The Book Entry System will be maintained by the Securities Depository and the Participants and Indirect Participants and will evidence beneficial ownership of the Bonds in authorized denominations, with transfers of ownership effected on the records of the Securities Depository, the Participants and the Indirect Participants pursuant to rules and procedures established by the Securities Depository, the Participants and the Indirect Participants. The principal of and any premium on each Bond shall be payable to the Securities Depository Nominee or any other person appearing on the registration books as the registered Holder of such Bond or his registered assigns or legal representative at the principal office of the Trustee. So long as the Book Entry System is in effect, the Securities Depository will be recognized as the holder of the Bonds for all purposes. Transfers of principal, interest and any premium payments or notices to Participants and Indirect Participants will be the responsibility of the Securities Depository, and transfers of principal, interest and any premium payments or notices to Beneficial Owners will be the responsibility of the Participants and the Indirect Participants. No other party will be responsible or liable for such Preferred Trust Securitiestransfers of payments or notices or for the maintaining, supervising or reviewing such records maintained by the Securities Depository, the Participants or the Indirect Participants. While the Securities Depository Nominee or the Securities Depository, as the case may be, is the registered owner of the Bonds, notwithstanding any other provisions set forth herein, payments of principal of, redemption premium, if any, and interest on the Bonds shall be made to the Securities Depository Nominee or the Securities Depository, as the case may be, by wire transfer in immediately available funds to the account of said Holder as may be specified in the bond registration books maintained by the Trustee or by such other method of payment as the Trustee may determined to be necessary or advisable with the concurrence of the Securities Depository. In the event that (i) the Securities Depository determines not to continue to administer a Book Entry System for the Bonds, or (ii) the Borrower, with the consent of the Remarketing Agent, determines to discontinue use of a Book Entry System, the Book Entry System will be discontinued if the Borrower fails to replace or removes the then-acting Securities Depository, in which case the Owners Trustee will deliver replacement Bonds in the form of such Preferred Trust fully registered certificates in Authorized Denominations in exchange for the Outstanding Bonds as required by the Trustee and the Beneficial Owners. The Securities will not receive physical delivery Depository may be removed at any time at the election of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners Borrower, with the consent of Preferred Trust Securities as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry onlythe Remarketing Agent, and no investor or other party purchasinga new Securities Depository may thereupon be appointed by the Borrower, selling or otherwise transferring beneficial ownership with the consent of the Preferred Trust Securities will receive, hold or deliver any certificate for Preferred Trust SecuritiesRemarketing Agent. The Depositor, the Trustees Issuer and the Paying Agent will recognize Trustee shall enter into the Letter of Representations set forth in Exhibit B hereto with the Securities Depository or its nominee as and the Holder provisions --------- of Preferred Trust Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Owners. The Administrative Trustees, at the direction and expense such Letter of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository Representations shall be a Clearing Agencyincorporated herein by reference as if fully set forth herein. The Depositor In the event of any conflict between the Letter of Representations and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depositorythis Indenture, the requirements in this Trust Agreement Letter of holding, delivering or transferring such Preferred Trust Securities Representations shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities Depositorycontrol.

Book-Entry System. Some or all The Issuer has entered into an agreement with The Depository Trust Company ("DTC") for the purpose of establishing a "Book--Entry System" for the Preferred Trust Securities may Bonds. Pursuant to such agreement, Bonds will be registered in the name of a securities depository DTC, or its nominee, for the benefit of other parties ("Securities DepositoryDTC Participants") or a nominee therefor), and DTC shall agree to keep accurate records of the DTC Participants, and promptly to transfer funds received by it in payment for the Bonds to appropriate beneficiaries. The ownership interest of each actual purchaser of a Bond will be recorded in the records of the DTC Participant and each such purchaser will receive a written confirmation of the purchase providing details of the Bond acquired. Transfers of ownership will be accomplished by book entries made by DTC and, in turn, by the DTC Participant who will act on behalf of each such purchaser. Under such circumstances, purchasers will not receive certificates representing their ownership interest in the Bonds, except as otherwise specifically provided in the Indenture. The Issuer and the Trustee may treat the registered owner of each Bond as the owner thereof for all purposes, including payment of principal, interest, and redemption premium thereof, the giving of notices, and receipt of consents and direction as specified herein. DTC shall be entitled to take all action with respect to such notices and consents regarding Bonds registered in its or its nominee's name, and may take actions with respect to a portion of such Bonds so registered which are inconsistent with the actions taken with respect to other portions of the Bonds so registered. Neither the Issuer nor the Trustee is or will be responsible for the actions of DTC or anyone else in connection with the operation of the Book-Entry System. In any case where delivery of a Bond to the Trustee is required under the Indenture, such deliver shall be deemed to have been made by appropriate notation of transfer or registration on the records of DTC so long as the Book-Entry System is in effect. DTC may determine to discontinue providing its service with respect to the Bonds at any time 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 custody Beneficial Owner's name, will become the registered owner of the Securities Depository or a custodian thereofBonds. 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, a single certificate will be issued and delivered to the Securities Depository for such Preferred Trust SecuritiesIssuer or DTC Participants, in which case 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 Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust SecuritiesBeneficial Owners. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities as provided hereinThereafter, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership upon presentation of the Preferred Trust Securities will receiveBonds for transfer, hold the Trustee shall transfer the Bonds or deliver any certificate for Preferred Trust Securitiesportions thereof in accordance with the Indenture. The Depositor, the Trustees and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Owners. The Administrative Trustees, at the direction cost and expense of printing, preparing and delivering Bond certificates upon the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter termination of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository services of DTC shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, be satisfied borne by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities DepositoryObligor.

Book-Entry System. Some or all The Issuer has entered into an agreement with The Depository Trust Company ("DTC") for the purpose of establishing a "Book-Entry System" for the Preferred Trust Securities may Bonds. Pursuant to such agreement, Bonds will be registered in the name of a securities depository DTC, or its nominee, for the benefit of other parties ("Securities DepositoryDTC Participants") or a nominee therefor), and DTC shall agree to keep accurate records of the DTC Participants, and promptly to transfer funds received by it in payment for the Bonds to appropriate beneficiaries. The ownership interest of each actual purchaser of a Bond will be recorded in the records of the DTC Participant and each such purchaser will receive a written confirmation of the purchase providing details of the Bond acquired. Transfers of ownership will be accomplished by book entries made by DTC and, in turn, by the DTC Participant who will act on behalf of each such purchaser. Under such circumstances, purchasers will not receive certificates representing their ownership interest in the Bonds, except as otherwise specifically provided in this Indenture. The Issuer and the Trustee may treat the registered holder of each Bond as the owner thereof for all purposes, including payment of principal, interest and redemption premium thereof, the giving of notices, and receipt of consents and direction as specified herein. DTC shall be entitled to take all action with respect to such notices and consents regarding Bonds registered in its or its nominee's name, and may take actions with respect to a portion of such Bonds so registered which are inconsistent with the actions taken with respect to other portions of the Bonds so registered. Neither the Issuer, the Obligor, the Bank nor the Trustee is or will be responsible for the actions of DTC or anyone else in connection with the operation of the Book-Entry System. In any case where delivery of a Bond to the Trustee is required under this Indenture, such delivery shall be deemed to have been made by appropriate notation of transfer or registration on the records of DTC so long as the Book-Entry System is in effect. DTC may determine to discontinue providing its service with respect to the Bonds at any time 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 custody Beneficial Owner's name, will become the registered owner of the Securities Depository or a custodian thereofBonds. 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, a single certificate will be issued and delivered to the Securities Depository for such Preferred Trust SecuritiesIssuer or DTC Participants, in which case 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 Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust SecuritiesBeneficial Owners. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities as provided hereinThereafter, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership upon presentation of the Preferred Trust Securities will receiveBonds for transfer, hold the Trustee shall transfer the Bonds or deliver any certificate for Preferred Trust Securitiesportions thereof in accordance with Section 207 of this Indenture. The Depositor, the Trustees and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Owners. The Administrative Trustees, at the direction costs and expense of printing, preparing and delivering Bond certificates upon the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter termination of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository services of DTC shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, be satisfied borne by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities DepositoryObligor.

Book-Entry System. Some or all of the Preferred Trust Securities may be registered in the name of a securities depository ("Securities Depository") or a nominee therefor, and held in the custody of the Securities Depository or a custodian thereofDepository. In such event, a single certificate will be issued and delivered to the Securities Depository for such Preferred Trust Securities, in which case the Owners of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities Except as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will receive, hold or deliver any certificate for Preferred Trust Securities. The Depositor, the Trustees and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Ownersvoting. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities Depository.

Book-Entry System. Some or all The Depositary shall make arrangements for the acceptance of the Preferred Trust Securities may American Depositary Shares into DTC. All American Depositary Shares held through DTC will be registered in the name of a securities depository the nominee for DTC ("Securities Depository") or a currently “Cede & Co.”). As such, the nominee thereforfor DTC will be the only “Owner” of all American Depositary Shares held through DTC. Unless issued by the Depositary as uncertificated American Depositary Shares, and held the American Depositary Shares registered in the custody name of Cede & Co. will be evidenced by one or more Receipt(s) in the form of a “Balance Certificate,” which will provide that it represents the aggregate number of American Depositary Shares from time to time indicated in the records of the Securities Depository or a custodian thereof. In such event, a single certificate will be Depositary as being issued hereunder and delivered to that the Securities Depository for such Preferred Trust Securities, in which case the Owners aggregate number of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will receive, hold or deliver any certificate for Preferred Trust Securities. The Depositor, the Trustees and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Owners. The Administrative Trustees, at the direction and expense of the Depositor, American Depositary Shares represented thereby may from time to time appoint a Securities Depository be increased or a successor thereto decreased by making adjustments on such records of the Depositary and enter into a letter of representations DTC or its nominee as hereinafter provided. Citibank, N.A. (or such other agreement with 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 Securities Depository American Depositary Shares. The DTC Participants shall for all purposes be deemed to establish procedures have all requisite power and authority to act on behalf of the Beneficial Owners of the American Depositary Shares held in the DTC Participants’ respective accounts in DTC and the Depositary shall for all purposes be authorized to rely upon any instructions and information given to it by DTC Participants. So long as American Depositary Shares are held through DTC or unless otherwise required by law, ownership of beneficial interests in the American Depositary Shares registered in the name of the nominee for DTC will be shown on, and transfers of such ownership will be effected only through, records maintained by (i) DTC or its nominee (with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements interests of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations DTC Participants), or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering (ii) DTC Participants or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if their nominees (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities Depositoryinterests of clients of DTC Participants).

Book-Entry System. Some or all Notwithstanding any provision of this Indenture to the Preferred Trust Securities may contrary: The Bonds shall be initially registered in the name of a securities depository ("Cede & Co., as nominee for The Depository Trust Company as the initial Securities Depository") or a nominee therefor, and held in the custody of the Securities Depository or a custodian thereofDepository. In such event, a A single certificate will shall be issued and delivered to the Securities Depository for such Preferred Trust Securities, in which case the Owners Bonds. The actual purchasers of such Preferred Trust Securities the Bonds (the "BENEFICIAL OWNERS") will not receive physical delivery of Bond certificates for Preferred Trust Securitiesexcept as provided herein. Unless Definitive Preferred Trust So long as there exists a Securities Certificate are delivered to the Owners of Preferred Trust Securities Depository as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will the Bonds shall be made by book-entry only, and no investor or other party person purchasing, selling or otherwise transferring beneficial ownership of interests in the Preferred Trust Securities Bonds will be permitted to receive, hold or deliver any certificate for Preferred Trust SecuritiesBond certificate. The DepositorIssuer, the Trustees Company and the Paying Agent will recognize Trustee shall treat the Securities Depository or its nominee as the Holder of Preferred Trust Securities sole and exclusive Bondholder for all purposes, including paymentpayments of principal of, premium, if any, and interest on the Bonds, notices and voting and shall have no payment, notice or communication obligations to the Ownersvoting. The Administrative TrusteesIssuer and the Trustee covenant and agree, at the direction and expense of the Depositor, may from time so long as The Depository Trust Company shall continue to time appoint a serve as Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to for the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree Bonds, to meet the requirements of a Securities The Depository for the Preferred Trust Securities Company with respect to required notices and other provisions of the letter Letter of representations or agreement Representations executed by the Issuer, the Trustee and the Remarketing Agent with respect to the Bonds. The Issuer, the Trustee and the Remarketing Agent may conclusively rely upon (i) a certificate of the Securities Depository as to the identity of the Participants in the Book-Entry System with respect to the Bonds and (ii) a certificate of any such Preferred Trust SecuritiesParticipant as to the identity of, and the respective principal amount of Bonds beneficially owned by, the Beneficial Owners. Whenever Bonds remain Outstanding and the beneficial ownership of any Preferred Trust Securities is thereof must be determined through by the books of a the Securities Depository, the requirements in this Trust Agreement of Indenture for holding, delivering delivering, tendering or transferring such Preferred Trust Securities Bonds shall be deemed modified with respect to such Preferred Trust Securities require the appropriate person to meet the requirements of the Securities Depository with respect to such actions of to produce the Trustees, the Depositor and the Paying Agentsame effect. Any provisions provision hereof permitting or requiring delivery of such Preferred Trust Securities Bonds shall, while such Preferred Trust Securities the Bonds are in a bookthe Book-entry systemEntry System, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued The Trustee and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions Issuer, at the direction and expense of the Securities Depository if (a) Company and with the Securities Depository is no longer willing or able consent of the Remarketing Agent, may from time to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not time appoint a successor Securities Depository within 90 days after and enter into any agreement with such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects Securities Depository to terminate the book-entry system through the Securities Depository.establish

Book-Entry System. Some or all of the Preferred Trust Securities may be registered in the name of a securities depository ("Securities Depository") the Depositary or a nominee therefor, and held in the custody of the Securities Depository or a custodian thereof. In such event, a single certificate will be issued and delivered to the Securities Depository for such Preferred Trust Securities, in which case the Owners of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will receive, hold or deliver any certificate for Preferred Trust Securities. The Depositor, the Trustees and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Owners. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities Depository.

Book-Entry System. Some or all of the Preferred Trust Capital Securities may be registered in the name of a securities depository ("Securities Depository") or a nominee therefor, and held in the custody of the Securities Depository or a custodian thereof. In such event, a single certificate will be issued and delivered to the Securities Depository for such Preferred Trust Capital Securities, in which case the Owners of such Preferred Trust Capital Securities will not receive physical delivery of certificates for Preferred Trust Capital Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities Except as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Capital Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Capital Securities will receive, hold or deliver any certificate for Preferred Trust Capital Securities. The Depositor, the Trustees and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Capital Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Ownersvoting. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Capital Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Capital Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Capital Securities. Whenever the beneficial ownership of any Preferred Trust Capital Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Capital Securities shall be deemed modified with respect to such Preferred Trust Capital Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Capital Securities shall, while such Preferred Trust Capital Securities are in a book-entry system, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities Depository.

Book-Entry System. Some or all The Depositary shall make arrangements for the acceptance of the Preferred Trust Securities may American Depositary Shares into DTC. All American Depositary Shares held through DTC will be registered in the name of a securities depository the nominee for DTC ("Securities Depository") or a currently “Cede & Co.”). As such, the nominee thereforfor DTC will be the only “Owner” of all American Depositary Shares held through DTC. Unless issued by the Depositary as uncertificated American Depositary Shares, and held the American Depositary Shares registered in the custody name of Cede & Co. will be evidenced by one or more Receipt(s) in the form of a “Balance Certificate,” which will provide that it represents the aggregate number of American Depositary Shares from time to time indicated in the records of the Securities Depository or a custodian thereof. In such event, a single certificate will be Depositary as being issued hereunder and delivered to that the Securities Depository for such Preferred Trust Securities, in which case the Owners aggregate number of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will receive, hold or deliver any certificate for Preferred Trust Securities. The Depositor, the Trustees and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Owners. The Administrative Trustees, at the direction and expense of the Depositor, American Depositary Shares represented thereby may from time to time appoint a Securities Depository be increased or a successor thereto decreased by making adjustments on such records of the Depositary and enter into a letter of representations DTC or its nominee as hereinafter provided. Deutsche Bank Trust Company Americas or its servicing agent (or such other agreement with 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 Securities Depository American Depositary Shares. The DTC Participants shall for all purposes be deemed to establish procedures have all requisite power and authority to act on behalf of the Beneficial Owners of the American Depositary Shares held in the DTC Participants’ respective accounts in DTC and the Depositary shall for all purposes be authorized to rely upon any instructions and information given to it by DTC Participants. So long as American Depositary Shares are held through DTC or unless otherwise required by law, ownership of beneficial interests in the American Depositary Shares registered in the name of the nominee for DTC will be shown on, and transfers of such ownership will be effected only through, records maintained by (i) DTC or its nominee (with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements interests of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations DTC Participants), or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering (ii) DTC Participants or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if their nominees (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities Depositoryinterests of clients of DTC Participants).

Book-Entry System. Some The Issuer may make appropriate arrangements for the Bonds (or all of the Preferred Trust Securities may any portion thereof) to be registered in the name issued or held by means of a securities depository book-entry system administered by DTC with no physical distribution of Bonds made to the public ("Securities Depository") other than those Bonds, if any, not held under such book-entry system). References in this Section 206 to a Bond or a nominee therefor, and the Bonds shall be construed to mean the Bond or the Bonds that are held in under the custody of the Securities Depository or a custodian thereofbook-entry system. In such event, a single certificate will one Bond of each maturity shall be issued to DTC and delivered to immobilized in its custody. A book-entry system shall be employed, evidencing ownership of the Securities Depository for such Preferred Trust SecuritiesBonds in Authorized Denominations, in which case the Owners of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities as provided herein, all with transfers of beneficial ownership effected on the records of DTC and the DTC Participants pursuant to rules and procedures established by DTC. Each DTC Participant shall be credited in the records of DTC with the amount of such DTC Participant's interest in the Bonds. Beneficial ownership interests in the Bonds may be purchased by or through 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 recorded through the records of the DTC Participant from which such Preferred Trust Securities will Beneficial Owner purchased its Bonds. Transfers of ownership interests in the Bonds shall be accomplished by book entries made by book-entry onlyDTC 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 no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will receive, hold or deliver any certificate for Preferred Trust Securities. The Depositor, the Trustees and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Owners. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures purchase price with respect to the Preferred Trust Securities. Any Securities Depository Bonds, so long as DTC is the only owner of the Bonds, shall be a Clearing Agency. The Depositor paid by the Trustee directly to DTC or its nominee, Cede & Co. as provided in the Letter of Representation from the Issuer, the Remarketing Agents and the Trustees covenant Trustee and agree as Tender Agent and Paying Agent to meet DTC (the requirements "Letter of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (aRepresentation") the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust SecuritiesBonds. DTC shall remit such payments to DTC Participants, and such payments thereafter shall be paid by DTC Participants to the Depositor does Beneficial Owners. The Issuer, the Tender Agent and the Trustee shall not appoint a successor Securities Depository within 90 days after such discontinuancebe responsible or liable for payment by DTC or DTC Participants, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities Depository.for sending transaction

Book-Entry System. Some or all The Bonds will initially be issued by means of a book-entry system with no physical distribution of Bonds made to the public, unless the book-entry system is discontinued as described below. One certificate for each maturity will be issued to The Depository Trust Company, New York, New York ("DTC"), and immobilized in its custody. A Book-Entry System will be employed, evidencing ownership of the Preferred Trust Securities Bonds in Authorized Denominations, with transfers of beneficial ownership effected on the records of DTC, and its participants (the "DTC Participants") and its indirect participants (the "Indirect Participants") pursuant to rules and procedures established by DTC. Payments of principal and interest with respect to the Bonds, so long as DTC is the only owner of the Bonds, will be paid by the Paying Agent directly to DTC or its nominee, Cede & Co as provided in the Letter of Representations dated April 19, 1996 from the Issuer, the Remarketing Agent, and the Trustee to DTC (the "Letter of Representation"). Transfer of principal, interest and any premium payments or notices to DTC Participants and DTC Indirect Participants will be the responsibility of DTC, and transfer of principal, interest and any premium payment or notice to beneficial owners of the Bonds (the "Beneficial Owners") will be the responsibility of DTC Participants and DTC Indirect Participants. No other party will be responsible or liable for such transfers of payments or notices or for maintaining, supervising or reviewing such records maintained by DTC, DTC Participants or DTC Indirect Participants. Payments will be made by wire transfer in immediately available funds to the account of Cede & Co. as specified in the register maintained by the Registrar or by such other method of payment as the Paying Agent may determine to be necessary or advisable with the concurrence of DTC. In the event that (a) DTC determines not to continue to act as securities depository for the Bonds or (b) the Trustee or the Company determines that the continuation of the book-entry system of evidence and transfer of ownership of the Bonds would adversely affect their interests or the interests of the Beneficial Owners of the Bonds, the Company may cause the Issuer to discontinue the book-entry system with DTC. If the Company fails to identify another qualified securities depository to replace DTC, the Issuer will cause the Trustee, at the expense of the Company, to authenticate and deliver replacement Bonds in the form of fully registered Bonds to each Beneficial Owner. DTC may be removed at any time at the election of the Remarketing Agent, with the consent of the Trustee and notice to the Company and the Issuer, and a new securities depository may then be appointed by the Issuer, subject to the approval of the Trustee and the Remarketing Agent. Unless a Bond is presented by an authorized representative of DTC to the County or its agent for registration of transfer, exchange or payment and such Bond is registered in the name of a securities depository Cede & Co. or in such other name as is requested by an authorized representative of DTC ("Securities Depository") and any payment is made to Cede & Co. or a nominee thereforto such other entity as is requested by an authorized representative of DTC, and held in the custody of the Securities Depository any transfer, pledge, or a custodian thereof. In such event, a single certificate will be issued and delivered to the Securities Depository for such Preferred Trust Securities, in which case the Owners other use of such Preferred Trust Securities will not receive physical delivery of certificates Bond for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered value or otherwise by or to any person is wrongful inasmuch as the Owners of Preferred Trust Securities as provided hereinregistered owner thereof, all transfers of beneficial ownership interests Cede & Co., has an interest in such Preferred Trust Securities will be made by bookBond. THE ISSUER, THE COMPANY, THE REMARKETING AGENT, THE PAYING AGENT AND THE TRUSTEE SHALL NOT HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO ANY DTC PARTICIPANT OR ANY BENEFICIAL OWNER WITH RESPECT TO: (I) THE BONDS; (II) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DTC PARTICIPANT; (III) THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL SO LONG AS A BOOK-entry onlyENTRY SYSTEM OF EVIDENCE OF TRANSFER OF OWNERSHIP OF ALL THE BONDS IS MAINTAINED IN ACCORDANCE HEREWITH, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership THE PROVISIONS OF THIS INDENTURE RELATING TO THE DELIVERY OF PHYSICAL BOND CERTIFICATES SHALL BE DEEMED TO GIVE FULL EFFECT TO SUCH BOOK-ENTRY SYSTEM. [End of the Preferred Trust Securities will receive, hold or deliver any certificate for Preferred Trust Securities. The Depositor, the Trustees and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Owners. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities Depository.Article II]

Book-Entry System. Some or all The Preferred Stock will be issued in book-entry only form to Computershare Trust Company, N.A., as depositary and sole holder of the Preferred Trust Securities Stock. Individual Preferred Stock certificates will not be issued to each holder of Preferred Stock. Owners of beneficial interests in the AMC Preferred Equity Units will hold their AMC Preferred Equity Units through the book-entry settlement system of DTC, and if requested by the Company or DTC, such AMC Preferred Equity Units may be registered represented by a global depositary receipt, deposited with and held in the name of a securities depository ("Securities Depository") DTC, or a nominee therefor, its nominee. The AMC Preferred Equity Units of record holders will be deposited with and held in an account at Computershare Trust Company, N.A. In order to own a beneficial interest in the custody AMC Preferred Equity Units, a holder must be an organization that participates in DTC or have an account with an organization that so participates, including Euroclear Bank, SA/NV, as operator of the Securities Depository or a custodian thereofEuroclear System, and Clearstream Banking, société anonyme, Luxembourg. In such event, a single certificate will be issued and delivered to the Securities Depository for such Preferred Trust Securities, in which case the Owners of such beneficial interests in AMC Preferred Trust Securities Equity Units held through DTC, or its nominee, if applicable, will not be entitled to have AMC Preferred Equity Units registered in their names, nor will such owners receive or be entitled to receive physical delivery of certificates the AMC Preferred Equity Units in definitive form, or be considered the owners or holders of AMC Preferred Equity Units under the Deposit Agreement including for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are purposes of receiving any reports or notices delivered by the Company unless DTC ceases to the Owners of Preferred Trust Securities as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by make its book-entry onlysettlement system available as described below. Accordingly, each person owning a beneficial interest in such AMC Preferred Equity Units, must rely on the procedures of DTC and, if that person is not a participant, on the procedures of the participant through which that person owns its beneficial interest, in order to exercise or sell any rights of a holder of AMC Preferred Equity Units. If DTC ceases to make its book-entry settlement system available, the Company will instruct the Depositary to make other arrangements for book-entry settlement. If the AMC Preferred Equity Units are not eligible for book-entry form, the Depositary shall provide AMC Preferred Equity Units in certificated form registered in the names of the beneficial owners. Once AMC Preferred Equity Units in certificated form are issued, the underlying Preferred Stock may be withdrawn from the depositary arrangement upon surrender of AMC Preferred Equity Units at the corporate trust office of the Depositary and upon payment of the taxes, charges, and no investor fees provided for in the Deposit Agreement. Subject to the Deposit Agreement, the holders of such AMC Preferred Equity Units will receive the appropriate number of shares of Preferred Stock and any money or other party purchasing, selling or otherwise transferring beneficial ownership property represented by the AMC Preferred Equity Units. Only whole shares of the Preferred Trust Securities will receive, hold or deliver any certificate for Stock may be withdrawn. If a holder holds an amount other than a whole multiple of one-hundred (100) AMC Preferred Trust Securities. The DepositorEquity Units, the Trustees and Depositary will deliver, along with the Paying Agent withdrawn shares of the Preferred Stock, a new depositary receipt evidencing the excess number of AMC Preferred Equity Units. Holders of withdrawn shares of the Preferred Stock will recognize not be entitled to redeposit those shares or to receive a new depositary receipt evidencing AMC Preferred Equity Units therefor. Same Day Settlement As long as the Securities Depository AMC Preferred Equity Units are held through DTC, or its nominee as the Holder of Preferred Trust Securities for all purposesnominee, including payment, notices and voting and shall have no payment, notice or communication obligations to the Owners. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depositoryif applicable, the requirements AMC Preferred Equity Units will trade in this Trust Agreement of holding, delivering or transferring such the DTC Same-Day Funds Settlement System. DTC requires secondary market trading activity in the AMC Preferred Trust Securities shall be deemed modified with respect Equity Units to such settle in immediately available funds. This requirement may affect trading activity in the AMC Preferred Trust Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities DepositoryEquity Units.

Book-Entry System. Some or all of the Preferred Trust Securities may be registered in the name of a securities depository ("“Securities Depository"”) or a nominee therefor, and held in the custody of the Securities Depository or a custodian thereof. In such event, a single certificate will be issued and delivered to the Securities Depository for such Preferred Trust Securities, in which case the Owners of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will receive, hold or deliver any certificate for Preferred Trust Securities. The Depositor, the Trustees and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Owners. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities Depository.

Book-Entry System. Some The Borrower may make appropriate arrangements for the Bonds (or all of the Preferred Trust Securities may any portion thereof) to be registered in the name issued or held by means of a securities depository book-entry system administered by DTC with no physical distribution of Bonds made to the public ("Securities Depository") other than those Bonds, if any, not held under such book-entry system). References in this SECTION 206 to a Bond or a nominee therefor, and the Bonds shall be construed to mean the Bond or the Bonds that are held in under the custody of the Securities Depository or a custodian thereofbook-entry system. In such event, a single certificate will one Bond of each maturity shall be issued to DTC and delivered to immobilized in its custody. A book-entry system shall be employed, evidencing ownership of the Securities Depository for such Preferred Trust SecuritiesBonds in Authorized Denominations, in which case the Owners of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities as provided herein, all with transfers of beneficial ownership effected on the records of DTC and the DTC Participants pursuant to rules and procedures established by DTC. Each DTC Participant shall be credited in the records of DTC with the amount of such DTC Participant's interest in the Bonds. Beneficial ownership interests in the bonds may be purchased by or through 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 recorded through the records of the DTC Participant from which such Preferred Trust Securities will Beneficial Owner purchased its Bonds. Transfers of Ownership interests in the Bonds shall be accomplished by book entries made by book-entry onlyDTC 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 no investor or other party purchasingpurchase price with respect to the Bonds, selling or otherwise transferring beneficial ownership so long as DTC is the only owner of the Preferred Trust Securities will receiveBonds, hold shall be paid by the Trustee directly to DTC or deliver any certificate for Preferred Trust Securities. The Depositorits nominee, Cede & Co. as provided in the Letter of Representations dated May 10, 2000, from the Issuer, the Trustees Remarketing Agent and the Trustee in its capacities as such and as Tender Agent and Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to DTC with respect to the Bonds. DTC shall remit such payments to DTC Participants, and such payments thereafter shall be paid by DTC Participants to the Beneficial Owners. The Administrative TrusteesIssuer, at the direction Borrower, the Tender Agent and expense 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 DTC or DTC Participants. Notwithstanding anything to the contrary contained in this Indenture, for so long as Cede & Co. is the sole registered owner of the DepositorBonds, may all tenders and deliveries of Bonds under the provisions of this Indenture shall be made pursuant to DTC's procedures in effect from time to time appoint a Securities Depository and none of the Issuer, the Trustee, the Tender Agent or a successor thereto and enter into a letter of representations the Remarketing Agent shall have any responsibility for or other agreement with such Securities Depository to establish procedures liability with respect to the Preferred Trust Securitiesimplementation of such procedures. Any Securities Depository shall be a Clearing Agency. The Depositor In the event that (1) DTC determines not to continue to act as securities depository for the Bonds of any Series or (2) the Borrower, with the consent of the Trustee and the Trustees covenant and agree to meet Remarketing Agent, determines that the requirements continuation of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through of evidence and transfer of ownership of the Securities DepositoryBonds would adversely affect its interests or the interests of the Beneficial Owners of the Bonds, the Issuer shall, at the request of the Borrower or the Trustee, discontinue the book-entry system with DTC with respect to the Bonds. If the Borrower 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 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 Remarketing Agent with the consent of the Trustee.

Book-Entry System. Some All Atlas Series I Preferred Shares will be represented by a single certificate issued to The Depository Trust Company (and its successors or all of assigns or any other securities depository selected by Atlas), or the Preferred Trust Securities may be Depository, and registered in the name of its nominee (initially, Cede & Co.). The Atlas Series I Preferred Shares will continue to be represented by a securities depository ("Securities Depository") or a nominee therefor, and held single certificate registered in the custody name of the Securities Depository or a custodian thereof. In such eventits nominee, a single certificate and no holder of the Atlas Series I Preferred Shares will be issued and delivered entitled to receive a certificate evidencing such shares unless otherwise required by law or the Securities Depository for gives notice of its intention to resign or is no longer eligible to act as such and Xxxxx has not selected a substitute Securities Depository within 60 calendar days thereafter. Payments and communications made by Atlas to holders of the Atlas Series I Preferred Trust Securities, in which case the Owners of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities Shares will be duly made by book-entry onlymaking payments to, and no investor or other party purchasingcommunicating with, selling or otherwise transferring beneficial ownership the Securities Depository. Accordingly, unless certificates are available to holders of the Atlas Series I Preferred Trust Securities will receiveShares, hold or deliver any certificate for each holder of Atlas Series I Preferred Trust Securities. The Depositor, Shares must rely on (a) the Trustees and the Paying Agent will recognize procedures of the Securities Depository and its participants to receive dividends, distributions, any redemption price, liquidation preference and notices, and to direct the exercise of any voting or its nominee as the Holder of Preferred Trust Securities for all purposesnominating rights, including payment, notices and voting and shall have no payment, notice or communication obligations to the Owners. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Atlas Series I Preferred Trust Securities. Whenever Shares and (b) the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements records of the Securities Depository with respect and its participants to actions evidence its ownership of such Atlas Series I Preferred Shares. The Depository Trust Company, the initial Securities Depository, is a New York-chartered limited purpose trust company that performs services for its participants, some of whom (and/or their representatives) own The Depository Trust Company. The Securities Depository maintains lists of its participants and will maintain the positions (i.e. ownership interests) held by its participants in the Atlas Series I Preferred Shares, whether as a holder of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting Atlas Series I Preferred Shares for its own account or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in as a book-entry system, be satisfied by the notation on the books nominee for another holder of the Securities Depository in accordance with applicable state law. Definitive Atlas Series I Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities DepositoryShares.

Book-Entry System. Some or all of the Preferred Trust Securities may be registered in the name of a securities depository ("the Securities Depository") Depository or a nominee therefor, and held in the custody of the Securities Depository or a custodian thereofDepository. In such event, a single certificate will be issued and delivered to the Securities Depository for such Preferred Trust Securities, in which case the Owners of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities Except as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will receive, hold or deliver any certificate for Preferred Trust Securities. The Depositor, the Trustees and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Ownersvoting. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities Depository.

Book-Entry System. Some or all The Depositary has made arrangements for the acceptance of the Preferred Trust Securities may ADSs into DTC. All ADSs held through DTC will be registered in the name of a securities depository the nominee for DTC (currently "Securities DepositoryCede & Co.") or a ). As such, the nominee thereforfor DTC will be the only "Holder" of all ADSs held through DTC. Unless issued by the Depositary as Uncertificated ADSs, and held the ADSs registered in the custody name of Cede & Co. will be evidenced by a single ADR in the form of a "Balance Certificate," which will provide that it represents the aggregate number of ADSs from time to time indicated in the records of the Securities Depository or a custodian thereof. In such event, a single certificate will be Depositary as being issued hereunder and delivered to that the Securities Depository for such Preferred Trust Securities, in which case the Owners aggregate number of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will receive, hold or deliver any certificate for Preferred Trust Securities. The Depositor, the Trustees and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Owners. The Administrative Trustees, at the direction and expense of the Depositor, ADSs represented thereby may from time to time appoint a Securities Depository be increased or a successor thereto decreased by making adjustments on such records of the Depositary and enter into a letter of representations DTC or its nominee as hereinafter provided. Citibank, N.A. (or such other agreement with 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 Securities Depository ADSs. The DTC Participants shall for all purposes be deemed to establish procedures have all requisite power and authority to act on behalf of the Beneficial Owners of the ADSs held in the DTC Participants' respective accounts in DTC and the Depositary shall for all purposes be authorized to rely upon any instructions and information given to it by DTC Participants on behalf of Beneficial Owners of ADSs. So long as ADSs are held through DTC or unless otherwise required by law, ownership of beneficial interests in the ADSs registered in the name of the nominee for DTC will be shown on, and transfers of such ownership will be effected only through, records maintained by (i) DTC or its nominee (with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements interests of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations DTC Participants), or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering (ii) DTC Participants or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if their nominees (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities Depositoryinterests of clients of DTC Participants).

Book-Entry System. Some All Atlas Series G Preferred Shares will be represented by a single certificate issued to The Depository Trust Company (and its successors or all of assigns or any other securities depository selected by Atlas), or the Preferred Trust Securities may be Depository, and registered in the name of its nominee (initially, Cede & Co.). The Atlas Series G Preferred Shares will continue to be represented by a securities depository ("Securities Depository") or a nominee therefor, and held single certificate registered in the custody name of the Securities Depository or a custodian thereof. In such eventits nominee, a single certificate and no holder of the Atlas Series G Preferred Shares will be issued and delivered entitled to receive a certificate evidencing such shares unless otherwise required by law or the Securities Depository for gives notice of its intention to resign or is no longer eligible to act as such and Xxxxx has not selected a substitute Securities Depository within 60 calendar days thereafter. Payments and communications made by Atlas to holders of the Atlas Series G Preferred Trust Securities, in which case the Owners of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities Shares will be duly made by book-entry onlymaking payments to, and no investor or other party purchasingcommunicating with, selling or otherwise transferring beneficial ownership the Securities Depository. Accordingly, unless certificates are available to holders of the Atlas Series G Preferred Trust Securities will receiveShares, hold or deliver any certificate for each holder of Atlas Series G Preferred Trust Securities. The Depositor, Shares must rely on (a) the Trustees and the Paying Agent will recognize procedures of the Securities Depository and its participants to receive dividends, distributions, any redemption price, liquidation preference and notices, and to direct the exercise of any voting or its nominee as the Holder of Preferred Trust Securities for all purposesnominating rights, including payment, notices and voting and shall have no payment, notice or communication obligations to the Owners. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Atlas Series G Preferred Trust Securities. Whenever Shares and (b) the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements records of the Securities Depository with respect and its participants to actions evidence its ownership of such Atlas Series G Preferred Shares. The Depository Trust Company, the initial Securities Depository, is a New York-chartered limited purpose trust company that performs services for its participants, some of whom (and/or their representatives) own The Table of Contents Depository Trust Company. The Securities Depository maintains lists of its participants and will maintain the positions (i.e. ownership interests) held by its participants in the Atlas Series G Preferred Shares, whether as a holder of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting Atlas Series G Preferred Shares for its own account or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in as a book-entry system, be satisfied by the notation on the books nominee for another holder of the Securities Depository in accordance with applicable state law. Definitive Atlas Series G Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities DepositoryShares.

Book-Entry System. Some or all of the Preferred Trust Securities may be registered in the name of a securities depository ("Securities Depository") or a nominee therefor, and held in the custody of the Securities Depository or a custodian thereofDepository. In such event, a single certificate will be issued and delivered to the Securities Depository for such Preferred Trust Securities, in which case the Owners beneficial owners of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities Except as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will receive, hold or deliver any certificate for Preferred Trust Securities. The Depositor, the Trustees and the Paying Agent will recognize the Securities Depository or its nominee as the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to the Ownersvoting. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of the Securities Depository with respect to actions of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a bookBook-entry systemEntry System, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities DepositorySection 5.13.

Book-Entry System. Some All Atlas Series D Preferred Shares will be represented by a single certificate issued to The Depository Trust Company (and its successors or all of assigns or any other securities depository selected by Atlas) or the Preferred Trust Securities may be Depository, and registered in the name of its nominee (initially, Cede & Co.). The Atlas Series D Preferred Shares will continue to be represented by a securities depository ("Securities Depository") or a nominee therefor, and held single certificate registered in the custody name of the Securities Depository or a custodian thereof. In such eventits nominee, a single certificate and no holder of the Atlas Series D Preferred Shares will be issued and delivered entitled to receive a certificate evidencing such shares unless otherwise required by law or the Securities Depository for gives notice of its intention to resign or is no longer eligible to act as such and Xxxxx has not selected a substitute Securities Depository within Table of Contents 60 calendar days thereafter. Payments and communications made by Atlas to holders of the Atlas Series D Preferred Trust Securities, in which case the Owners of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities Shares will be duly made by book-entry onlymaking payments to, and no investor or other party purchasingcommunicating with, selling or otherwise transferring beneficial ownership the Securities Depository. Accordingly, unless certificates are available to holders of the Atlas Series D Preferred Trust Securities will receiveShares, hold or deliver any certificate for each holder of Atlas Series D Preferred Trust Securities. The Depositor, Shares must rely on (a) the Trustees and the Paying Agent will recognize procedures of the Securities Depository and its participants to receive dividends, distributions, any redemption price, liquidation preference and notices, and to direct the exercise of any voting or its nominee as the Holder of Preferred Trust Securities for all purposesnominating rights, including payment, notices and voting and shall have no payment, notice or communication obligations to the Owners. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Atlas Series D Preferred Trust Securities. Whenever Shares and (b) the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements records of the Securities Depository with respect and its participants to actions evidence its ownership of such Atlas Series D Preferred Shares. The Depository Trust Company, the initial Securities Depository, is a New York-chartered limited purpose trust company that performs services for its participants, some of whom (and/or their representatives) own The Depository Trust Company. The Securities Depository maintains lists of its participants and will maintain the positions (i.e., ownership interests) held by its participants in the Atlas Series D Preferred Shares, whether as a holder of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting Atlas Series D Preferred Shares for its own account or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in as a book-entry system, be satisfied by the notation on the books nominee for another holder of the Securities Depository in accordance with applicable state law. Definitive Atlas Series D Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities DepositoryShares.

Book-Entry System. Some All Atlas Series E Preferred Shares will be represented by a single certificate issued to The Depository Trust Company (and its successors or all of assigns or any other securities depository selected by Atlas), or the Preferred Trust Securities may be Depository, and registered in the name of its nominee (initially, Cede & Co.). The Atlas Series E Preferred Shares will continue to be represented by a securities depository ("Securities Depository") or a nominee therefor, and held single certificate registered in the custody name of the Securities Depository or a custodian thereof. In such eventits nominee, a single certificate and no holder of the Atlas Series E Preferred Shares will be issued and delivered entitled to receive a certificate evidencing such shares unless otherwise required by law or the Securities Depository for gives notice of its intention to resign or is no longer eligible to act as such and Xxxxx has not selected a substitute Securities Depository within 60 calendar days thereafter. Payments and communications made by Atlas to holders of the Atlas Series E Preferred Trust Securities, in which case the Owners of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities Shares will be duly made by book-entry onlymaking payments to, and no investor or other party purchasingcommunicating with, selling or otherwise transferring beneficial ownership the Securities Depository. Accordingly, unless certificates are available to holders of the Atlas Series E Preferred Trust Securities will receiveShares, hold or deliver any certificate for each holder of Atlas Series E Preferred Trust Securities. The Depositor, Shares must rely on (a) the Trustees and the Paying Agent will recognize procedures of the Securities Depository and its participants Table of Contents to receive dividends, distributions, any redemption price, liquidation preference and notices, and to direct the exercise of any voting or its nominee as the Holder of Preferred Trust Securities for all purposesnominating rights, including payment, notices and voting and shall have no payment, notice or communication obligations to the Owners. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Atlas Series E Preferred Trust Securities. Whenever Shares and (b) the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements records of the Securities Depository with respect and its participants to actions evidence its ownership of such Atlas Series E Preferred Shares. The Depository Trust Company, the initial Securities Depository, is a New York-chartered limited purpose trust company that performs services for its participants, some of whom (and/or their representatives) own The Depository Trust Company. The Securities Depository maintains lists of its participants and will maintain the positions (i.e., ownership interests) held by its participants in the Atlas Series E Preferred Shares, whether as a holder of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting Atlas Series E Preferred Shares for its own account or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in as a book-entry system, be satisfied by the notation on the books nominee for another holder of the Securities Depository in accordance with applicable state law. Definitive Atlas Series E Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities DepositoryShares.

Book-Entry System. Some or all The Bonds are being issued by means of a book entry system with no physical distribution of bond certificates to be made except as provided in the Preferred Trust Securities may be Indenture. One Bond certificate with respect to each date on which the Bonds are stated to mature, registered in the nominee name of a securities depository ("the Securities Depository") , is being issued and required to be deposited with the Securities Depository and immobilized in its custody or a nominee therefor, and held in the custody of its agent. The book entry system will evidence positions held in the Bonds by the Securities Depository or a custodian thereof. In such eventDepository’s Participants, a single certificate will be issued and delivered to the Securities Depository for such Preferred Trust Securities, in which case the Owners of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Bonds in Authorized Denominations being evidenced in the records of such Participants. Transfers of ownership shall be effected on the records of the Securities will receive, hold or deliver any certificate for Preferred Trust SecuritiesDepository and its Participants pursuant to rules and procedures established by the Securities Depository and its Participants. The Depositor, the Trustees Issuer and the Paying Agent Trustee will recognize the Securities Depository or its nominee nominee, while the registered owner of this bond, as the Holder owner of Preferred Trust Securities this bond for all purposes, including payment(i) payments of principal of, notices Sinking Fund Installments for, if any, Purchase Price, redemption premium, if any, and voting interest on, this bond, (ii) notices, and shall have no payment(iii) voting. Transfer of principal, notice or communication obligations Sinking Fund Installments, Purchase Price, interest and any redemption premium payments to Participants of the Securities Depository, and transfer of principal, Sinking Fund Installments, Purchase Price, interest and any redemption premium payments to Beneficial Owners of the Bonds by Participants of the Securities Depository will be the responsibility of such Participants and other nominees of such Beneficial Owners. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor Issuer and the Trustees covenant and agree to meet Trustee will not be responsible or liable for such transfers of payments or for maintaining, supervising or reviewing the requirements of a Securities Depository for records maintained by the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Preferred Trust Securities. Whenever the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holdingSecurities Depository nominee, delivering its Participants or transferring persons acting through such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements of Participants. While the Securities Depository with respect to actions nominee is the owner of this bond, notwithstanding the Trusteesprovision hereinabove contained, the Depositor payments of principal of, Sinking Fund Installments, if any, Purchase Price, redemption premium, if any, and the Paying Agent. Any provisions hereof permitting or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in a book-entry system, interest on this bond shall be satisfied by the notation on the books of the Securities Depository made in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued existing arrangements among the Issuer, the Trustee and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities Depository.

Book-Entry System. Some or all of the Preferred Trust Securities The Series 1999 Bonds shall be, and any Additional Bonds may be registered be, issued in the name of a securities depository ("Cede & Co., as nominee for DTC as the initial Securities Depository") or a nominee thereforDepository and registered Owner of the 1999 Bonds, and held in the custody of or by the Trustee for the account of the Securities Depository or a custodian thereofDepository. In such event, a A single certificate will be issued and delivered to the Securities Depository for such Preferred Trust Securities, in which case the Owners each maturity of such Preferred Trust Securities Bonds (except as otherwise required by DTC). The actual purchasers of Bonds (the “Beneficial Owners”) will not receive physical delivery of Bond certificates except as provided herein. For so long as the Securities Depository shall continue to serve as securities depository for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities Bonds as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of the Preferred Trust Securities will Bonds is to receive, hold or deliver any certificate for Preferred Trust SecuritiesBond certificate. The DepositorExcept as provided in Section 13.12, the Trustees Issuer, the Trustee and the Paying Agent will recognize Company shall treat the Securities Depository (or its nominee) as the sole and exclusive Owner of the Bonds registered in its name for the purposes of payment of the principal of and interest on or Redemption Price, if any, of the Bonds or portion thereof to be redeemed, and of giving any notice permitted or required to be given to Bondholders under this Indenture and neither the Issuer, the Trustee nor the Company shall be affected by any notice to the contrary. Neither the Issuer, the Trustee nor the Company shall have any responsibility or obligations to the Securities Depository, any Participant, any Beneficial Owner or any other person which is not shown on the bond register maintained by the Trustee, with respect to the accuracy of any records maintained by the Securities Depository or its nominee as any Participant; the Holder of Preferred Trust Securities for all purposes, including payment, notices and voting and shall have no payment, notice or communication obligations to payment by the Owners. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or any Participant of any amount in respect of the principal of and interest on the Bonds: any notice which is permitted or required to be given to Bondholders under the Indenture; the selection by the Securities Depository or any Participant of any person to receive payment in the event of a successor thereto and enter into a letter partial redemption of representations the Bonds; or any consent given or other agreement with such action taken by the Securities Depository as a Series Bondholder. The Trustee shall pay all principal of and interest on or Redemption Price, if any, of the Bonds registered in the name of Cede & Co., only to establish procedures or “upon the order of the Securities Depository (as that term is used in the Uniform Commercial Code as adopted in Illinois and New York), and all such payments shall be valid and effective to fully satisfy and discharge the Issuer’s obligations with respect to the Preferred Trust Securitiesprincipal of and interest on or Redemption Price, if any, of such Bonds to the extent of the sum or sums so paid. Any The Issuer and the Trustee covenant and agree, so long as DTC shall continue to serve as Securities Depository shall be a Clearing Agency. The Depositor and for the Trustees covenant and agree Bonds, to meet the requirements of a Securities Depository for the Preferred Trust Securities DTC with respect to required notices and other provisions of the letter Letter of representations or agreement Representations executed with respect to the Bonds. The Issuer, the Company and the Trustee may rely conclusively upon (i) a certificate of the Securities Depository as to the identity of the Participants in the Book-Entry System with respect to the Bonds and (ii) a certificate of any such Preferred Trust SecuritiesParticipant as to the identity of, and the respective principal amount of Bonds beneficially owned by, the Beneficial Owners. Whenever The Trustee shall direct DTC to allocate the Redemption Price paid in connection with any redemption of less than all of the Bonds of a series and less than all of a maturity within a series pro rata among its direct Participants shown on its books to be the owners of such Bonds. Whenever, during the term of the Bonds, the beneficial ownership of any Preferred Trust Securities thereof is determined through by a book-entry at the books of a Securities Depository, the requirements in this Trust Agreement Indenture of holding, delivering or transferring such Preferred Trust Securities Bonds shall be deemed modified with respect to such Preferred Trust Securities require the appropriate person to meet the requirements of the Securities Depository with respect as to actions of registering or transferring the Trustees, book-entry to produce the Depositor and the Paying Agentsame effect. Any provisions provision hereof permitting or requiring delivery of such Preferred Trust Securities Bonds shall, while such Preferred Trust Securities the Bonds are in a bookBook-entry systemEntry System, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. Definitive Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions law of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, State. The Trustee and the Depositor does not Issuer, at the direction and expense of the Company, may from time to time appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through and enter into an agreement with the Securities Depository., to establish procedures with respect to the Bonds not inconsistent with the provisions of this Indenture. Any successor Securities Depository shall be approved by the Trustee and shall be a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934, as amended. The Trustee and the Issuer, at the direction and expense of the Company, will cause the delivery of bond certificates to each Beneficial Owner, registered in the name of such Beneficial Owner, under the following circumstances:

Book-Entry System. Some All Atlas Series H Preferred Shares will be represented by a single certificate issued to The Depository Trust Company (and its successors or all of assigns or any other securities depository selected by Atlas), or the Preferred Trust Securities may be Depository, and registered in the name of its nominee (initially, Cede & Co.). The Atlas Series H Preferred Shares will continue to be represented by a securities depository ("Securities Depository") or a nominee therefor, and held single certificate registered in the custody name of the Securities Depository or a custodian thereof. In such eventits nominee, a single certificate and no holder of the Atlas Series H Preferred Shares will be issued and delivered entitled to receive a certificate evidencing such shares unless otherwise required by law or the Securities Depository for gives notice of its intention to resign or is no longer eligible to act as such and Xxxxx has not selected a substitute Securities Depository within 60 calendar days thereafter. Payments and communications made by Atlas to holders of the Atlas Series H Preferred Trust Securities, in which case the Owners of such Preferred Trust Securities will not receive physical delivery of certificates for Preferred Trust Securities. Unless Definitive Preferred Trust Securities Certificate are delivered to the Owners of Preferred Trust Securities as provided herein, all transfers of beneficial ownership interests in such Preferred Trust Securities Shares will be duly made by book-entry onlymaking payments to, and no investor or other party purchasingcommunicating with, selling or otherwise transferring beneficial ownership the Securities Depository. Accordingly, unless certificates are available to holders of the Atlas Series H Preferred Trust Securities will receiveShares, hold or deliver any certificate for each holder of Atlas Series H Preferred Trust Securities. The Depositor, Shares must rely on (a) the Trustees and the Paying Agent will recognize procedures of the Securities Depository and its participants to receive dividends, distributions, any redemption price, liquidation preference and notices, and to direct the exercise of any voting or its nominee as the Holder of Preferred Trust Securities for all purposesnominating rights, including payment, notices and voting and shall have no payment, notice or communication obligations to the Owners. The Administrative Trustees, at the direction and expense of the Depositor, may from time to time appoint a Securities Depository or a successor thereto and enter into a letter of representations or other agreement with such Securities Depository to establish procedures with respect to the Preferred Trust Securities. Any Securities Depository shall be a Clearing Agency. The Depositor and the Trustees covenant and agree to meet the requirements of a Securities Depository for the Preferred Trust Securities with respect to required notices and other provisions of the letter of representations or agreement executed with respect to such Atlas Series H Preferred Trust Securities. Whenever Shares and (b) the beneficial ownership of any Preferred Trust Securities is determined through the books of a Securities Depository, the requirements in this Trust Agreement of holding, delivering or transferring such Preferred Trust Securities shall be deemed modified with respect to such Preferred Trust Securities to meet the requirements records of the Securities Depository with respect and its participants to actions evidence its ownership of such Atlas Series H Preferred Shares. The Depository Trust Company, the initial Securities Depository, is a New York-chartered limited purpose trust company that performs services for its participants, some of whom (and/or their representatives) own The Depository Trust Company. The Securities Depository maintains lists of its participants and will maintain the positions (i.e. ownership interests) held by its participants in the Atlas Series H Preferred Shares, whether as a holder of the Trustees, the Depositor and the Paying Agent. Any provisions hereof permitting Atlas Series H Preferred Shares for its own account or requiring delivery of such Preferred Trust Securities shall, while such Preferred Trust Securities are in as a book-entry system, be satisfied by the notation on the books nominee for another holder of the Securities Depository in accordance with applicable state law. Definitive Atlas Series H Preferred Trust Securities Certificates will be issued and delivered to the Owners of such Preferred Trust Securities in accordance with registration instructions of the Securities Depository if (a) the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Trust Securities, and the Depositor does not appoint a successor Securities Depository within 90 days after such discontinuance, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Securities DepositoryShares.