Common use of Securities Depository Provisions Clause in Contracts

Securities Depository Provisions. The Notes shall be issued initially as Book-Entry Notes. All Book-Entry Notes shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The Issuer has executed and delivered a Letter of Representations to DTC. All payments of principal of, redemption premium, if any, and interest on the Book-Entry Notes and all notices with respect thereto, including notices of full or partial redemption, shall be made and given at the times and in the manner set out in the Letter of Representations. The terms and provisions of the Letter of Representations shall govern in the event of any inconsistency between the provisions of the Indenture and the Letter of Representations. The Letter of Representations may be amended without consent of the holders of the Notes. The book-entry registration system for all of the Book-Entry Notes may be terminated and certificates delivered to and registered in the name of the beneficial owners of the Book-Entry Notes, under either of the following circumstances: (a) DTC notifies the Issuer and the Trustee that it is no longer willing or able to act as Securities Depository for the Book-Entry Notes and a successor Securities Depository for the Book-Entry Notes is not appointed by the Issuer within 90 days; or (b) The Issuer determines that the Book-Entry Notes are exchangeable. If a successor Securities Depository is appointed by the Issuer, the Book-Entry Notes will be registered in the name of such successor Securities Depository or its nominee. If certificates are required to be issued to beneficial owners of the Book-Entry Notes, the Trustee and the Issuer shall be fully protected in relying upon a certificate of DTC or any DTC participant as to the identity of and the principal amount of Book-Entry Notes held by such beneficial owners. The beneficial owners of the Book-Entry Notes will not receive physical delivery of certificates except as provided in this Supplemental Indenture. For so long as there is a Securities Depository for the Notes, all of such Notes shall be registered in the name of the nominee of the Securities Depository, all transfers of beneficial ownership interests in such Notes will be made in accordance with the rules of the Securities Depository, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of such Notes is to receive, hold or deliver any certificate. The Issuer and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in such Notes. The Issuer and the Trustee will recognize the Securities Depository or its nominee as the holder of the Book-Entry Notes for all purposes, including receipt of payments, notices and voting; provided the Trustee may recognize votes by or on behalf of beneficial owners as if such votes were made by holders of a related portion of the Notes when such votes are received in compliance with an omnibus proxy of the Securities Depository or otherwise pursuant to the rules of the Securities Depository or the provisions of the Letter of Representations or other comparable evidence delivered to the Trustee by the holders of the Notes. With respect to a Book-Entry Note, the Issuer and the Trustee shall be entitled to treat the Person in whose name such Note is registered as the absolute owner of such Note for all purposes of the Indenture, and neither the Issuer nor the Trustee shall have any responsibility or obligation to any beneficial owner of such Note. Without limiting the immediately preceding sentence, neither the Issuer nor the Trustee shall have any responsibility or obligation with respect to (a) the accuracy of the records of any Securities Depository or any other Person with respect to any ownership interest in Book-Entry Notes, (b) the delivery to any Person, other than a holder of the Notes, of any notice with respect to Book-Entry Notes, including any notice of redemption or refunding, (c) the selection of the particular Notes or portions thereof to be redeemed or refunded in the event of a partial redemption or refunding of part of the Notes Outstanding or (d) the payment to any Person, other than a holder of the Notes, of any amount with respect to the principal of, redemption premium, if any, or interest on the Book-Entry Notes. Notwithstanding the provisions of Section 10.2 of the Indenture, in the event of a partial redemption of the Notes in accordance with the Indenture and this Supplemental Indenture, the Securities Depository for Book-Entry Notes shall select Notes for redemption according to its stated procedures. In selecting Book-Entry Notes for redemption, each Note shall be considered as representing that number of Notes which is obtained by dividing the principal amount of such Note by the minimum authorized denomination.

Securities Depository Provisions. The Notes shall be issued initially as Book-Entry Notes. All Book-Entry Notes shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The Issuer has executed and delivered a Letter of Representations to DTC. All payments of principal of, redemption premium, if any, and interest on the Book-Entry Notes and all notices with respect thereto, including notices of full or partial redemption, shall be made and given at the times and in the manner set out in the Letter of Representations. The terms and provisions of the Letter of Representations shall govern in the event of any inconsistency between the provisions of the Indenture and the Letter of Representations. The Letter of Representations may be amended without consent of the holders of the Notes. The book-entry registration system for all of the Book-Entry Notes may be terminated and certificates delivered to and registered in the name of the beneficial owners of the Book-Book- Entry Notes, under either of the following circumstances: (a) DTC notifies the Issuer and the Trustee that it is no longer willing or able to act as Securities Depository for the Book-Entry Notes and a successor Securities Depository for the Book-Entry Notes is not appointed by the Issuer within 90 days; or (b) The Issuer determines that the Book-Entry Notes are exchangeable. If a successor Securities Depository is appointed by the Issuer, the Book-Entry Notes will be registered in the name of such successor Securities Depository or its nominee. If certificates are required to be issued to beneficial owners of the Book-Entry Notes, the Trustee and the Issuer shall be fully protected in relying upon a certificate of DTC or any DTC participant as to the identity of and the principal amount of Book-Entry Notes held by such beneficial owners. The beneficial owners of the Book-Entry Notes will not receive physical delivery of certificates except as provided in this Supplemental Indenture. For so long as there is a Securities Depository for the Notes, all of such Notes shall be registered in the name of the nominee of the Securities Depository, all transfers of beneficial ownership interests in such Notes will be made in accordance with the rules of the Securities Depository, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of such Notes is to receive, hold or deliver any certificate. The Issuer and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in such Notes. The Issuer and the Trustee will recognize the Securities Depository or its nominee as the holder of the Book-Entry Notes for all purposes, including receipt of payments, notices and voting; provided the Trustee may recognize votes by or on behalf of beneficial owners as if such votes were made by holders of a related portion of the Notes when such votes are received in compliance with an omnibus proxy of the Securities Depository or otherwise pursuant to the rules of the Securities Depository or the provisions of the Letter of Representations or other comparable evidence delivered to the Trustee by the holders of the Notes. With respect to a Book-Entry Note, the Issuer and the Trustee shall be entitled to treat the Person in whose name such Note is registered as the absolute owner of such Note for all purposes of the Indenture, and neither the Issuer nor the Trustee shall have any responsibility or obligation to any beneficial owner of such Note. Without limiting the immediately preceding sentence, neither the Issuer nor the Trustee shall have any responsibility or obligation with respect to (a) the accuracy of the records of any Securities Depository or any other Person with respect to any ownership interest in Book-Entry Notes, (b) the delivery to any Person, other than a holder of the Notes, of any notice with respect to Book-Entry Notes, including any notice of redemption or refunding, (c) the selection of the particular Notes or portions thereof to be redeemed or refunded in the event of a partial redemption or refunding of part of the Notes Outstanding or (d) the payment to any Person, other than a holder of the Notes, of any amount with respect to the principal of, redemption premium, if any, or interest on the Book-Entry Notes. Notwithstanding the provisions of Section 10.2 of the Indenture, in the event of a partial redemption of the Notes in accordance with the Indenture and this Supplemental Indenture, the Securities Depository for Book-Entry Notes shall select Notes for redemption according to its stated procedures. In selecting Book-Entry Notes for redemption, each Note shall be considered as representing that number of Notes which is obtained by dividing the principal amount of such Note by the minimum authorized denomination.

Securities Depository Provisions. The All Notes issued hereunder shall be issued initially as Book-in global form (the “Book Entry Notes”). All Book-Book Entry Notes shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The Issuer has Company and/or its duly appointed agent acknowledge that they have executed and delivered a Letter of Representations to DTC. All payments of principal of, redemption premium, if any, and interest on the Book-Book Entry Notes and all notices with respect thereto, including notices of full or partial redemption, shall be made and given at the times and in the manner set out in the Letter of Representations. The terms and provisions of the Letter of Representations shall govern in the event of any inconsistency between the provisions of the this Indenture and the Letter of Representations. The Letter of Representations may be amended without consent of the holders of the NotesNoteholder consent. The book-entry registration system for all of the Book-Book Entry Notes may be terminated and certificates delivered to and registered in the name of the beneficial owners of the Book-Entry NotesBeneficial Owners, under either of the following circumstances: (a) DTC notifies the Issuer Company and the Trustee that it is no longer willing or able to act as Securities Notes Depository for the Book-Book Entry Notes and a successor Securities Notes Depository for the Book-Book Entry Notes is not appointed by the Issuer within 90 daysCompany prior to the effective date of such discontinuation; or (b) The Issuer Company determines that continuation of the Bookbook-Entry Notes are exchangeable. If entry system through DTC (or a successor Securities Notes Depository) is not in the best interest of the Company or the owners of the Book Entry Notes. In the event a successor Notes Depository is appointed by the IssuerCompany, the Book-Book Entry Notes will be registered in the name of such successor Securities Notes Depository or its nominee. If In the event certificates are required to be issued to beneficial owners of the Book-Entry NotesBeneficial Owners, the Trustee and the Issuer Company shall be fully protected in relying upon a certificate of DTC or any DTC participant as to the identity of and the principal amount of Book-Book Entry Notes held by such beneficial ownersBeneficial Owners. The beneficial owners Beneficial Owners of the Book-Entry Notes will not receive physical delivery of certificates except as provided in this Supplemental Indenturecertificates. For so long as there is a Securities Depository for the NotesNotes Depository, all of such Notes shall be registered in the name of the nominee of the Securities Notes Depository, all transfers of beneficial ownership interests in such Notes will be made in accordance with the rules of the Securities Notes Depository, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of such Notes is to receive, hold or deliver any certificate. The Issuer Company and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in such Notes. The Issuer Company and the Trustee will recognize the Securities Notes Depository or its nominee as the holder Noteholder of the Book-Book Entry Notes for all purposes, including receipt of payments, notices and voting; provided the Trustee may recognize votes by or on behalf of beneficial owners Beneficial Owners as if such votes were made by holders Noteholders of a related portion of the Notes when such votes are received in compliance with an omnibus proxy of the Securities Notes Depository or otherwise pursuant to the rules of the Securities Notes Depository or the provisions of the Letter of Representations or other comparable evidence delivered to the Trustee by the holders of the NotesNoteholders. With respect to a Book-Book Entry NoteNotes, the Issuer Company and the Trustee shall be entitled to treat the Person in whose name such Note is registered as the absolute owner of such Note for all purposes of the this Indenture, and neither the Issuer Company nor the Trustee shall have any responsibility or obligation to any beneficial owner Beneficial Owner of such Book Entry Note. Without limiting the immediately preceding sentence, neither the Issuer Company nor the Trustee shall have any responsibility or obligation with respect to (a) the accuracy of the records of any Securities Notes Depository or any other Person with respect to any ownership interest in Book-Book Entry Notes, (b) the delivery to any Person, other than a holder of the NotesNoteholder, of any notice with respect to Book-Book Entry Notes, including any notice of redemption or refunding, (c) the selection of the particular Notes or portions thereof to be redeemed or refunded in the event of a partial redemption or refunding of part of the Notes Outstanding or (d) the payment to any Person, other than a holder of the NotesNoteholder, of any amount with respect to the principal of, redemption premium, if any, or interest on the Book-Book Entry Notes. Notwithstanding the provisions of Section 10.2 of the Indenture, in the event of a partial redemption of the Notes in accordance with the Indenture and this Supplemental Indenture, the Securities Depository for Book-Entry Notes shall select Notes for redemption according to its stated procedures. In selecting Book-Entry Notes for redemption, each Note shall be considered as representing that number of Notes which is obtained by dividing the principal amount of such Note by the minimum authorized denomination.

Securities Depository Provisions. The Notes shall be issued initially as Book-All Book Entry Notes. All Book-Entry Notes Bonds shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“"DTC”"). The Issuer has and the Trustee acknowledge that they have executed and delivered a Letter of Representations to with the Company and DTC. All payments of principal of, redemption premium, if any, and interest on the Book-Book Entry Notes Bonds and all notices with respect thereto, including notices of full or partial redemption or purchases in lieu of redemption, shall be made and given at the times and in the manner set out in the Letter of Representations. The terms and provisions of the Letter of Representations shall govern in the event of any inconsistency between the provisions of the this Indenture and the Letter of Representations. The Letter of Representations may be amended without consent of the holders of the NotesBondholder consent. The book-entry registration system for all Beneficial Owners of the Book-Book Entry Notes may be terminated and certificates delivered to and registered in the name of the beneficial owners of the Book-Entry Notes, under either of the following circumstances: (a) DTC notifies the Issuer and the Trustee that it is no longer willing or able to act as Securities Depository for the Book-Entry Notes and a successor Securities Depository for the Book-Entry Notes is not appointed by the Issuer within 90 days; or (b) The Issuer determines that the Book-Entry Notes are exchangeable. If a successor Securities Depository is appointed by the Issuer, the Book-Entry Notes will be registered in the name of such successor Securities Depository or its nominee. If certificates are required to be issued to beneficial owners of the Book-Entry Notes, the Trustee and the Issuer shall be fully protected in relying upon a certificate of DTC or any DTC participant as to the identity of and the principal amount of Book-Entry Notes held by such beneficial owners. The beneficial owners of the Book-Entry Notes Bonds will not receive physical delivery of certificates except as provided in this Supplemental Indentureherein. For so long as there is a Securities Depository for the NotesBook Entry Bonds, all of such Notes Bonds shall be registered in the name of the nominee of the Securities Depository, all transfers of beneficial ownership interests in such Notes Bonds will be made in accordance with the rules of the Securities Depository, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of such Notes Bonds is to receive, hold or deliver any certificate. The Issuer Issuer, the Trustee and the Trustee Company shall have no responsibility or liability for transfers of beneficial ownership interests in such NotesBonds. The Issuer Issuer, the Company and the Trustee will recognize the Securities Depository or its nominee as the holder Bondholder of the Book-Book Entry Notes Bonds for all purposes, including receipt of payments, notices and voting; provided the Trustee may recognize votes by or on behalf of beneficial owners Beneficial Owners as if such votes were made by holders Bondholders of a related portion of the Notes Book Entry Bonds when such votes are received in compliance with an omnibus proxy of the Securities Depository or otherwise pursuant to the rules of the Securities Depository or the provisions of the Letter of Representations or other comparable evidence delivered to the Trustee by the holders Bondholders or as provided in Sections 7.11, 8.04 and 12.01 of the Notesthis Indenture. With respect to a Book-Book Entry NoteBonds, the Issuer Issuer, the Company and the Trustee shall be entitled to treat the Person in whose name such Note Bond is registered as the absolute owner of such Note Bond for all purposes of the this Indenture, and neither the Issuer Issuer, the Company nor the Trustee shall have any responsibility or obligation to any beneficial owner Beneficial Owner of such NoteBook Entry Bond. Without limiting the immediately preceding sentence, neither the Issuer Issuer, the Company nor the Trustee shall have any responsibility or obligation with respect to (a) the accuracy of the records of any Securities Depository or any other Person with respect to any ownership interest in Book-Book Entry NotesBonds, (b) the delivery to any Person, other than a holder of the NotesBondholder, of any notice with respect to Book-Book Entry NotesBonds, including any notice of redemption or refunding, (c) the selection of the particular Notes Book Entry Bonds or portions thereof to be redeemed or refunded in the event of a partial redemption or refunding of part of the Notes Bonds Outstanding or (d) the payment to any Person, other than a holder of the NotesBondholder, of any amount with respect to the principal of, redemption premium, if any, or interest on the Book-Book Entry Notes. Notwithstanding the provisions of Section 10.2 of the Indenture, in the event of a partial redemption of the Notes in accordance with the Indenture and this Supplemental Indenture, the Securities Depository for Book-Entry Notes shall select Notes for redemption according to its stated procedures. In selecting Book-Entry Notes for redemption, each Note shall be considered as representing that number of Notes which is obtained by dividing the principal amount of such Note by the minimum authorized denominationBonds.

Securities Depository Provisions. The All Notes issued under S-1 Registration Statements shall be issued initially as Book-Book Entry Notes. All Book-Book Entry Notes shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The Issuer has Company and/or its duly appointed agent acknowledge that they have executed and delivered a Letter of Representations to DTC. All payments of principal of, redemption premium, if any, and interest on the Book-Book Entry Notes and all notices with respect thereto, including notices of full or partial redemption, shall be made and given at the times and in the manner set out in the Letter of Representations. The terms and provisions of the Letter of Representations shall govern in the event of any inconsistency between the provisions of the this Indenture and the Letter of Representations. The Letter of Representations may be amended without consent of the holders of the NotesNoteholder consent. The book-entry registration system for all of the Book-Book Entry Notes may be terminated and certificates delivered to and registered in the name of the beneficial owners of the Book-Entry NotesBeneficial Owners, under either of the following circumstances: (a) DTC notifies the Issuer Company, the Borrower and the Trustee that it is no longer willing or able to act as Securities Notes Depository for the Book-Book Entry Notes and a successor Securities Notes Depository for the Book-Book Entry Notes is not appointed by the Issuer within 90 daysCompany at the direction of the Borrower prior to the effective date of such discontinuation; or (b) The Issuer Borrower [Company] determines that continuation of the Bookbook-Entry Notes are exchangeable. If entry system through DTC (or a successor Securities Notes depository) is not in the best interest of the Borrower [Owners of the Book Entry Notes]. In the event a successor Notes Depository is appointed by the IssuerCompany, the Book-Book Entry Notes will be registered in the name of such successor Securities Notes Depository or its nominee. If In the event certificates are required to be issued to beneficial owners of the Book-Entry NotesBeneficial Owners, the Trustee Trustee, the Borrower and the Issuer Company shall be fully protected in relying upon a certificate of DTC or any DTC participant as to the identity of and the principal amount of Book-Book Entry Notes held by such beneficial ownersBeneficial Owners. The beneficial owners Beneficial Owners of the Book-Entry Notes will not receive physical delivery of certificates except as provided in this Supplemental Indenturecertificates. For so long as there is a Securities Depository for the Notes, all of such Notes shall be registered in the name of the nominee of the Securities Notes Depository, all transfers of beneficial ownership interests in such Notes will be made in accordance with the rules of the Securities Notes Depository, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of such Notes is to receive, hold or deliver any certificate. The Issuer Company, and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in such Notes. The Issuer Company, and the Trustee will recognize the Securities Notes Depository or its nominee as the holder Noteholder of the Book-Book Entry Notes for all purposes, including receipt of payments, notices and voting; provided the Trustee may recognize votes by or on behalf of beneficial owners Beneficial Owners as if such votes were made by holders Noteholders of a related portion of the Notes when such votes are received in compliance with an omnibus proxy of the Securities Notes Depository or otherwise pursuant to the rules of the Securities Notes Depository or the provisions of the Letter of Representations or other comparable evidence delivered to the Trustee by the holders of the Notes. Noteholders With respect to a Book-Book Entry NoteNotes, the Issuer Company and the Trustee shall be entitled to treat the Person in whose name such Note is registered as the absolute owner of such Note for all purposes of the this Indenture, and neither the Issuer Company, the Borrower nor the Trustee shall have any responsibility or obligation to any beneficial owner Beneficial Owner of such Book Entry Note. Without limiting the immediately preceding sentence, neither the Issuer Company nor the Trustee shall have any responsibility or obligation with respect to (a) the accuracy of the records of any Securities Notes Depository or any other Person with respect to any ownership interest in Book-Book Entry Notes, (b) the delivery to any Person, other than a holder of the NotesNoteholder, of any notice with respect to Book-Book Entry Notes, including any notice of redemption or refunding, (c) the selection of the particular Notes or portions thereof to be redeemed or refunded in the event of a partial redemption or refunding of part of the Notes Outstanding or (d) the payment to any Person, other than a holder of the NotesNoteholder, of any amount with respect to the principal of, redemption premium, if any, or interest on the Book-Book Entry Notes. Notwithstanding the provisions of Section 10.2 of the Indenture, in the event of a partial redemption of the Notes in accordance with the Indenture and this Supplemental Indenture, the Securities Depository for Book-Entry Notes shall select Notes for redemption according to its stated procedures. In selecting Book-Entry Notes for redemption, each Note shall be considered as representing that number of Notes which is obtained by dividing the principal amount of such Note by the minimum authorized denomination.

Securities Depository Provisions. The All Notes issued hereunder shall be issued initially as Book-in global form (the “Book Entry Notes”). All Book-Book Entry Notes shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The Issuer has Company and/or its duly appointed agent acknowledge that they have executed and delivered a Letter of Representations to DTC. All payments of principal of, redemption premium, if any, and interest on the Book-Book Entry Notes and all notices with respect thereto, including notices of full or partial redemption, shall be made and given at the times and in the manner set out in the Letter of Representations. The terms and provisions of the Letter of Representations shall govern in the event of any inconsistency between the provisions of the this Indenture and the Letter of Representations. The Letter of Representations may be amended without consent of the holders of the NotesNoteholder consent. The book-entry registration system for all of the Book-Book Entry Notes may be terminated and certificates delivered to and registered in the name of the beneficial owners of the Book-Entry NotesBeneficial Owners, under either of the following circumstances: (a) DTC notifies the Issuer Company and the Trustee that it is no longer willing or able to act as Securities Notes Depository for the Book-Book Entry Notes and a successor Securities Notes Depository for the Book-Book Entry Notes is not appointed by the Issuer within 90 daysCompany prior to the effective date of such discontinuation; or (b) The Issuer Company determines that continuation of the Bookbook-Entry Notes are exchangeable. If entry system through DTC (or a successor Securities Notes depository) is not in the best interest of the Company or the owners of the Book Entry Notes. In the event a successor Notes Depository is appointed by the IssuerCompany, the Book-Book Entry Notes will be registered in the name of such successor Securities Notes Depository or its nominee. If In the event certificates are required to be issued to beneficial owners of the Book-Entry NotesBeneficial Owners, the Trustee Trustee, the Borrower and the Issuer Company shall be fully protected in relying upon a certificate of DTC or any DTC participant as to the identity of and the principal amount of Book-Book Entry Notes held by such beneficial ownersBeneficial Owners. The beneficial owners Beneficial Owners of the Book-Entry Notes will not receive physical delivery of certificates except as provided in this Supplemental Indenturecertificates. For so long as there is a Securities Depository for the Notes, all of such Notes shall be registered in the name of the nominee of the Securities Notes Depository, all transfers of beneficial ownership interests in such Notes will be made in accordance with the rules of the Securities Notes Depository, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of such Notes is to receive, hold or deliver any certificate. The Issuer Company, and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in such Notes. The Issuer Company, and the Trustee will recognize the Securities Notes Depository or its nominee as the holder Noteholder of the Book-Book Entry Notes for all purposes, including receipt of payments, notices and voting; provided the Trustee may recognize votes by or on behalf of beneficial owners Beneficial Owners as if such votes were made by holders Noteholders of a related portion of the Notes when such votes are received in compliance with an omnibus proxy of the Securities Notes Depository or otherwise pursuant to the rules of the Securities Notes Depository or the provisions of the Letter of Representations or other comparable evidence delivered to the Trustee by the holders of the NotesNoteholders. With respect to a Book-Book Entry NoteNotes, the Issuer Company and the Trustee shall be entitled to treat the Person in whose name such Note is registered as the absolute owner of such Note for all purposes of the this Indenture, and neither the Issuer Company nor the Trustee shall have any responsibility or obligation to any beneficial owner Beneficial Owner of such Book Entry Note. Without limiting the immediately preceding sentence, neither the Issuer Company nor the Trustee shall have any responsibility or obligation with respect to (a) the accuracy of the records of any Securities Notes Depository or any other Person with respect to any ownership interest in Book-Book Entry Notes, (b) the delivery to any Person, other than a holder of the NotesNoteholder, of any notice with respect to Book-Book Entry Notes, including any notice of redemption or refunding, (c) the selection of the particular Notes or portions thereof to be redeemed or refunded in the event of a partial redemption or refunding of part of the Notes Outstanding or (d) the payment to any Person, other than a holder of the NotesNoteholder, of any amount with respect to the principal of, redemption premium, if any, or interest on the Book-Book Entry Notes. Notwithstanding the provisions of Section 10.2 of the Indenture, in the event of a partial redemption of the Notes in accordance with the Indenture and this Supplemental Indenture, the Securities Depository for Book-Entry Notes shall select Notes for redemption according to its stated procedures. In selecting Book-Entry Notes for redemption, each Note shall be considered as representing that number of Notes which is obtained by dividing the principal amount of such Note by the minimum authorized denomination.

Securities Depository Provisions. The Notes All Initial Bonds shall be issued initially as Book-Book Entry NotesBonds. All Book-Book Entry Notes Bonds shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The Issuer has and the Trustee acknowledge that they have executed and delivered a Letter of Representations to with [the Borrower and] DTC. All payments of principal of, redemption premium, if any, and interest on the Book-Book Entry Notes Bonds and all notices with respect thereto, including notices of full or partial redemption, shall be made and given at the times and in the manner set out in the Letter of Representations. The terms and provisions of the Letter of Representations shall govern in the event of any inconsistency between the provisions of the this Indenture and the Letter of Representations. The Letter of Representations may be amended without consent of the holders of the Notes. The book-entry registration system for all of the Book-Entry Notes may be terminated and certificates delivered to and registered in the name of the beneficial owners of the Book-Entry Notes, under either of the following circumstances:Bondholder consent. (a) DTC notifies the Issuer Issuer, the Borrower and the Trustee that it is no longer willing or able to act as Securities Depository for the Book-Book Entry Notes Bonds and a successor Securities Depository for the Book-Book Entry Notes Bonds is not appointed by the Issuer within 90 daysat the direction of the Borrower prior to the effective date of such discontinuation; or (b) The Issuer Borrower [Issuer] determines that continuation of the Bookbook-entry system through DTC (or a successor securities depository) is not in the best interest of the Borrower [Owners of the Book Entry Notes are exchangeableBonds]. If In the event a successor Securities Depository is appointed by the IssuerIssuer at the direction of the Borrower, the Book-Book Entry Notes Bonds will be registered in the name of such successor Securities Depository or its nominee. If In the event certificates are required to be issued to beneficial owners of the Book-Entry NotesBeneficial Owners, the Trustee Trustee, the Borrower and the Issuer shall be fully protected in relying upon a certificate of DTC or any DTC participant as to the identity of and the principal amount of Book-Book Entry Notes Bonds held by such beneficial owners. The beneficial owners of the Book-Entry Notes will not receive physical delivery of certificates except as provided in this Supplemental Indenture. For so long as there is a Securities Depository for the Notes, all of such Notes shall be registered in the name of the nominee of the Securities Depository, all transfers of beneficial ownership interests in such Notes will be made in accordance with the rules of the Securities Depository, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of such Notes is to receive, hold or deliver any certificate. The Issuer and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in such Notes. The Issuer and the Trustee will recognize the Securities Depository or its nominee as the holder of the Book-Entry Notes for all purposes, including receipt of payments, notices and voting; provided the Trustee may recognize votes by or on behalf of beneficial owners as if such votes were made by holders of a related portion of the Notes when such votes are received in compliance with an omnibus proxy of the Securities Depository or otherwise pursuant to the rules of the Securities Depository or the provisions of the Letter of Representations or other comparable evidence delivered to the Trustee by the holders of the Notes. With respect to a Book-Entry Note, the Issuer and the Trustee shall be entitled to treat the Person in whose name such Note is registered as the absolute owner of such Note for all purposes of the Indenture, and neither the Issuer nor the Trustee shall have any responsibility or obligation to any beneficial owner of such Note. Without limiting the immediately preceding sentence, neither the Issuer nor the Trustee shall have any responsibility or obligation with respect to (a) the accuracy of the records of any Securities Depository or any other Person with respect to any ownership interest in Book-Entry Notes, (b) the delivery to any Person, other than a holder of the Notes, of any notice with respect to Book-Entry Notes, including any notice of redemption or refunding, (c) the selection of the particular Notes or portions thereof to be redeemed or refunded in the event of a partial redemption or refunding of part of the Notes Outstanding or (d) the payment to any Person, other than a holder of the Notes, of any amount with respect to the principal of, redemption premium, if any, or interest on the Book-Entry Notes. Notwithstanding the provisions of Section 10.2 of the Indenture, in the event of a partial redemption of the Notes in accordance with the Indenture and this Supplemental Indenture, the Securities Depository for Book-Entry Notes shall select Notes for redemption according to its stated procedures. In selecting Book-Entry Notes for redemption, each Note shall be considered as representing that number of Notes which is obtained by dividing the principal amount of such Note by the minimum authorized denominationBeneficial Owners.]