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200906254 (1) Any successor securities depository must be a clearing agency registered with the Securities and Exchange Commission pursuant to Section 17A of the Securities Exchange Act of 1934 and must enter into an agreement with the Trustee agreeing to act as the depository and clearing agency for all the 2009A Bonds. After such agreement has become effective, the Depository shall present the 2009A Bonds for registration of transfer in accordance with Section 3 of this Article II and the Trustee shall register them in the name of the successor securities depository or its nominee. If a successor securities depository has not accepted such position prior to the effective date of the Depository's termination of its services, the book-entry system shall automatically terminate, subject to the terms set forth in (e) below. (2) If the Corporation (at the direction of the College) elects to terminate the book-entry system for the 2009A Bonds, it shall so notify the Trustee in writing. Thereafter, upon presentation of the 2009A Bonds, or any of them, by the Depository or its nominee to the Trustee for registration of transfer in accordance with Section 3 of this Article II, the Trustee shall register the transfer in accordance with such Section 3 of this Article II and all provisions of this Section 11 of Article II shall immediately cease to be in effect, subject to the terms set forth in (e) below. (e) The Corporation (at the discretion of the College) may elect to terminate the book-entry system for the 2009A Bonds at any time by giving written notice to the Depository and the Trustee. On the effective date of such termination, the provisions of this Section 11 of Article II shall cease to be in effect, except that the Trustee shall continue to comply with applicable provisions of the Letter of Representations with respect to 2009A Bonds as to which the Depository remains the registered owner. After such termination, the Trustee shall, upon presentation of 2009A Bonds by the Depository or its nominee for registration of transfer or exchange in accordance with Section 3 of this Article II, make such transfer or exchange in accordance with said Section 3. Upon the appointment of a successor securities depository or termination of the book-entry system, the Trustee shall give notice of such event to the registered owners of 2009A Bonds (through the Depository) and (1) of the name and address of the successor securities depository or (2) that 2009A Bonds may be obtained by the beneficial owners of the 2009A Bonds, or their nominees, upon proper instructions being given to the Depository by the relevant Participant and compliance by the Depository with the provisions of this Indenture regarding registration of transfers. Notwithstanding any other provision of this Section 11 of Article II to the contrary, so long as any 2009A Bond is registered in the name of Cede & Co., as nominee of the Depository (or any successor nominee), all payments with respect to the principal and interest on such 2009A Bond and all notices with respect to such 2009A Bond shall be made and given, respectively, to the Depository as provided in the Letter of Representations. (f) In connection with any notice or other communication to be provided to Bondholders pursuant to Chis Indenture by the Corporation or the Trustee with respect to any consent or other action to be taken by bondholders, the Corporation or the Trustee, as the case may be, shall establish a record date for such consent or other action and give the 15