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2oo9osoz3 execute and deliver a Letter of Representations (the "Letter of Representations") in the form required by the Depository (which may be in the form of a blanket letter, including any such letter previously executed and delivered), which shall govern certain matters with respect to registration, transfer, payment and redemption of the 2009B Bonds. In connection with such "book-entry-only bonds" the following terms and conditions shall apply: (a) 2009B Bonds so issued shall be registered in the name of Cede & Co., as nominee for the Depository, (b) Payment of semiannual interest for any 2009B Bond registered as of each Record Date in the name of Cede & Co. shall be made by wire transfer in accordance with the payment procedures of the Depository as in effect from time to time on each Interest Payment Date for the 2009B Bonds to the address shown in the Trustee's books of registration for Cede & Co. as registered owner. (c) The Trustee and the Corporation may treat the Depository (or its nominee) as the sole and exclusive owner of the 2009B Bonds registered in its name for the purposes of payment of the principal of or interest on the 2009B Bonds, selecting the 2009B Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to Bondholders under this Indenture, registering the transfer of 2009B Bonds, obtaining any consent or other action to be taken by Bondholders and for all other purposes whatsoever, and neither the Trustee nor the Corporation shall be affected by any notice to the contrary. Neither the Trustee nor the Corporation shall have any responsibility or obligation to any participant of the Depository ("Participant"), any person claiming a beneficial ownership interest in the 2009B Bonds under or through the Depository or any Participant, or any other person which is not shown on the registration books of the Trustee as being a Bondholder, with respect to the accuracy of any records maintained by the Depository or any Participant, the payment by the Depository or any Participant of any amount in respect of the principal of or interest on the 2009B Bonds; any notice which is permitted or required to be given to Bondholders under the Indenture; the selection by the Depository or any Participant of any person to receive payment in the event of a partial redemption of the 2009B Bonds; or any consent given or other action taken by the Depository as Bondholder. The Trustee shall pay all principal of and interest on the 2009B Bonds only to the Depository, and all such payments shall be valid and effective to fully satisfy and discharge the Corporation's obligations with respect to the principal of and interest on the 2009B Bonds to the extent of the sum or sums so paid. Except under the conditions directed below, no person other than the Depository shall receive an authenticated 2009B Bond for each separate stated maturity evidencing the obligation of the Corporation to make payments of principal and interest pursuant to this Indenture. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in the place of Cede & Co., and subject to the provisions in this Indenture with respect to Record Dates, the term "Cede & Co." in this Section 11 of Article II shall refer to such new nominee of the Depository. (d) )f the Depository gives notice to the Corporation or the Trustee pursuant to the Letter of Representations that it will discontinue providing its services as securities depository with respect to the 2009B Bonds, the Corporation (at the direction of the College) shall either appoint a successor securities depository or terminate the book-entry system for the 2009B Bonds under the following conditions: 12