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200904064 <br />of the Refunding Bonds. In connection with such "book- entry -only bonds" the following terms and <br />conditions shall apply: <br />(a) Refunding Bonds so issued shall be registered in the name of Cede & Co., <br />as nominee for the Depository. <br />(b) Payment of semiannual interest for any Building Bond registered as of each <br />Record Date in the name of Cede & Co. shall be made by wire transfer to the account of <br />Cede & Co. on each Interest Payment Date for the Refunding Bonds to the address shown in <br />the Trustee's books of registration for Cede & Co. as registered owner. <br />(c) The Trustee and the Corporation may treat the Depository (or its nominee) <br />as the sole and exclusive owner of the Refunding Bonds registered in its name for the <br />purposes of payment of the principal of or interest on the Refunding Bonds, selecting the <br />Refunding Bonds or portions thereof to be redeemed, giving any notice permitted or required <br />to be given to Bondholders under this Indenture, registering the transfer of Refunding Bonds, <br />obtaining any consent or other action to be taken by Bondholders and for all other purposes <br />whatsoever, and neither the Trustee nor the Corporation shall be affected by any notice to the <br />contrary. Neither the Trustee nor the Corporation shall have any responsibility or obligation <br />to any participant of the Depository ( "Participant "), any person claiming a beneficial <br />ownership interest in the Refunding Bonds under or through the Depository or any <br />Participant, or any other person which is not shown on the registration books of the Trustee <br />as being a Bondholder, with respect to the accuracy of any records maintained by the <br />Depository or any Participant, the payment by the Depository or any Participant of any <br />amount in respect of the principal of or interest on the Refunding Bonds; any notice which is <br />permitted or required to be given to Bondholders under the Indenture; the selection by the <br />Depository or any Participant of any person to receive payment in the event of a partial <br />redemption of the Refunding Bonds; or any consent given or other action taken by the <br />Depository as Bondholder. The Trustee shall pay all principal of and interest on the <br />Refunding Bonds only to the Depository, and all such payments shall be valid and effective <br />to fully satisfy and discharge the Corporation's obligations with respect to the principal of <br />and interest on the Refunding Bonds to the extent of the sum or sums so paid. Except under <br />the conditions directed below, no person other than the Depository shall receive an authenti- <br />cated Building Bond for each separate stated maturity evidencing the obligation of the <br />Corporation to make payments of principal and interest pursuant to this Indenture. Upon <br />delivery by the Depository to the Trustee of written notice to the effect that the Depository <br />has determined to substitute a new nominee in the place of Cede & Co., and subject to the <br />provisions in this Indenture with respect to Record Dates, the term "Cede & Co." in this <br />Section 11 of Article II shall refer to such new nominee of the Depository. <br />(d) If the Depository gives notice to the Corporation or the Trustee pursuant to <br />the Letter of Representations that it will discontinue providing its services as securities <br />depository with respect to the Refunding Bonds, the Corporation (at the direction of the <br />College) shall either appoint a successor securities depository or terminate the book -entry <br />system for the Refunding Bonds under the following conditions: <br />(1) Any successor securities depository must be a clearing agency <br />registered with the Securities and Exchange Commission pursuant to <br />Section 17A of the Securities Exchange Act of 1934 and must enter into an <br />14 <br />