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12316306v3 <br />-18- <br />further documents of the kind not described in this Section but set forth in a Certificate of the <br />Issuer. <br />Section 2.10 Book-Entry System. Unless otherwise provided by a Supplemental <br />Indenture to be entered into in connection with the issuance of Additional Bonds of any series, <br />all Bonds shall be initially issued in Book-Entry Form, by using and delivering to the Depository <br />one typed Bond for each stated maturity of the Bonds, registered to CEDE & Co. While the <br />Bonds remain issued in Book-Entry Form, the provisions of this Indenture which conflict with <br />the operation of the Book-Entry System shall not apply, and the provisions of the Letter of <br />Representations and related requirements of the Depository relating to such Book-Entry System <br />and the following provisions shall prevail. <br />(a)Registration, Recording and Transfer of Ownership. The Depository (or its <br />nominees) shall be and remain recorded on the registration records maintained by the Trustee as <br />the Holder of all Bonds that are in Book-Entry Form. No transfer of any Bond in Book-Entry <br />Form shall be made, except from one Depository to another (or its nominee) or except to <br />terminate the Book-Entry Form. All Bonds of each stated maturity in Book-Entry Form shall be <br />issued and remain in a single Bond certificate registered in the name of the Depository (or its <br />nominee); provided, however, that upon termination of the Book-Entry System with respect to <br />the Bonds, either at the direction of the Depository or as directed by written notice from the <br />Issuer to the Borrower, the Trustee and the Depository, the Issuer shall, upon delivery of all <br />Bonds of that series from the Depository, promptly execute, and the Trustee shall thereupon <br />authenticate and deliver, Bonds of that series to all persons who were Beneficial Owners thereof <br />immediately prior to such termination; and the Trustee shall register such Beneficial Owners as <br />Holders of the applicable Bonds. The Trustee, as bond registrar and paying agent, shall maintain <br />accurate books and records of the principal balance, if any, of each such Outstanding Bond in <br />Book-Entry Form, which shall be conclusive for all purposes whatsoever. Upon the <br />authentication of any new Bond in Book-Entry Form in exchange for a previous Bond, the <br />Trustee shall designate thereon the principal balance remaining on such Bond according to the <br />Trustee's books and records. <br />Neither the Trustee nor any of its agents shall have any responsibility or liability for any <br />actions taken or not taken by the Depository. <br />(b)Notices. The Issuer and the Trustee shall each give notices to the Depository of <br />such matters and at such times as are required by the Letter of Representations and related <br />requirements of the Depository. All notices of any nature required or permitted hereunder to be <br />delivered to a Holder of a Bond in Book-Entry Form shall be transmitted to Beneficial Owners of <br />such Bonds at such times and in such manner as shall be determined by the Depository and the <br />Participants in accordance with applicable procedures of the Book-Entry System. <br />(c)Payments. All payments of principal of, premium, if any, and interest on Bonds <br />while in Book-Entry Form shall be paid to the Depository in accordance with applicable <br />procedures of the Book-Entry System in same day funds by wire transfer. All payments of <br />principal of, premium, if any, and interest on any Bonds in Book-Entry Form due Beneficial <br />Owners shall be made at such times and in such manner as shall be determined by the Depository <br />and the Participants in accordance with applicable procedures of the Book-Entry System.