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200510856 <br />Section 2.11. As initially issued the Building Bonds shall be issued as "book -entry- <br />only bonds" using the services of the Depository Trust Company (the "Depository"), with one <br />typewritten bond per maturity being issued to the Depository. In such connection, the Corporation <br />and the Trustee agree to execute and deliver a Letter of Representations (the "Letter of <br />Representations ") in the form required by the Depository (including any blanket letter previously or <br />concurrently executed and delivered by the Corporation), which shall govern certain matters with <br />respect to registration, transfer, payment and redemption of the Building Bonds. In connection with <br />such "book- entry-only bonds" the following terms and conditions shall apply: <br />(a) Building Bonds so issued shall be registered in the name of Cede & <br />Co., as nominee for the Depository. <br />(b) Payment of semiannual interest for any Building Bond registered as <br />of each Record Date in the name of Cede & Co. shall be made by wire transfer to <br />the account of Cede & Co. on each Interest Payment Date for the Building Bonds at <br />the address shown in the Trustee's books of registration for Cede & Co. as <br />registered owner, in accordance with the standard procedures of the Depository as in <br />effect from time to time. <br />(c) The Trustee and the Corporation may treat the Depository (or its <br />nominee) as the sole and exclusive owner of the Building Bonds registered in its <br />name for the purposes of payment of the principal of or interest on the Building <br />Bonds, selecting the Building Bonds or portions thereof to be redeemed, giving any <br />notice permitted or required to be given to Bondholders under this Indenture, <br />registering the transfer of Building Bonds, obtaining any consent or other action to <br />be taken by Bondholders and for all other purposes whatsoever, and neither the <br />Trustee nor the Corporation shall be affected by any notice to the contrary. Neither <br />the Trustee nor the Corporation shall have any responsibility or obligation to any <br />participant of the Depository (a "Participant "), any person claiming a beneficial <br />ownership interest in the Building Bonds under or through the Depository or any <br />Participant (a `Beneficial Owner "), or any other person which is not shown on the <br />registration books of the Trustee as being a Bondholder, with respect to the accuracy <br />of any records maintained by the Depository or any Participant; the payment by the <br />Depository or any Participant of any amount in respect of the principal of or interest <br />on the Building Bonds; any notice which is pennitted or required to be given to <br />Bondholders under this Indenture; the selection by the Depository or any Participant <br />of any person to receive payment in the event of a partial redemption of the Building <br />Bonds; or any consent given or other action taken by the Depository as Bondholder. <br />The Trustee shall pay all principal of and interest on the Building Bonds only to the <br />Depository, and all such payments shall be valid and effective to fully satisfy and <br />discharge the Corporation's obligations with respect to the principal of and interest <br />on the Building Bonds to the extent of the sum or sums so paid. Except under the <br />conditions directed below, no person other than the Depository shall receive an <br />authenticated Building Bond for each separate stated maturity evidencing the <br />obligation of the Corporation to make payments of principal and interest pursuant to <br />this Indenture. Upon delivery by the Depository to the Trustee of written notice to <br />15 <br />