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the validity and legality of the Series 2005A Bonds and exemption of interest thereon from <br />federal income tmxation under the Internal Revenue Code~ <br /> <br /> (e) Such further certifications, documents and Opinions of Counsel as the Trustee, <br />the Issuer or Bond Counsel may require. <br /> <br /> Section 2.09 Book-Entry ord¥ System. DTC will act as securities depository for the <br />Bonds. The Bonds shall be issued in the form of a separate single fully registered bond for each <br />separate maturity of the Bonds. Upon initial issuance the ownership of the Bonds shall be <br />registered in the Bond Register in the name of Cede & Co., as the nominee of DTC. <br /> <br /> With respect to Bonds registered in the Bond Register in the name of Cede & Co., as <br />nominee of DTC, neither the Issuer, the Borrower nor the Trustee shall have any responsibility <br />or obligation to any DTC Participant or to any Beneficial Owner, Without:limiting the <br />immediately preceding sentence, neither the Issuer, nor the Trustee shall have any responsibility <br />or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any DTC <br />Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC <br />Participant, any Beneficial Owner or any other person, other than DTC, of any notice with <br />respect to the Bonds, including any notice of redemption, (iii) the payment to any DTC <br />Participant, any Beneficial Owner or any other person, other than DTC, of any amount with <br />respect to the principal of or premium, if any, or interest on the Bonds, or (iv) the failure of DTC <br />to provide any information or notification on behalf of any DTC Participant or Beneficial Owner. <br /> <br /> The Issuer and the Trustee may treat as and deem DTC to be the absolute owner of each <br />Bond for the purpose of payment of the principal of and premium and interest on such Bond, for <br />the purpose of giving notices of redemption and other matters with respect to such Bond, for the <br />purpose of registering transfers with respect to such Bonds, and for all other purposes <br />whatsoever (except for the giving of certain Bondholder consents). The Trustee shall pay all <br />principal of and premium, if any, and interest on the Bonds only to or upon the order of the <br />Bondholders as shown on the Bond Reg/ster, and all such payments shall be valid and effective <br />to fully satisfy and discharge the Issuer's obligations with respect to the principal of and <br />premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. <br /> <br /> Upon delivery by DTC to the Trustee Of written notice to the effect that DTC has <br />determined to substitute a new nominee in place of Cede & Co., and subject to the transfer <br />provisions in Section 2.04, references to "Cede & Co." in this Section shall refer to such new <br />nominee of DTC. <br /> <br /> Notwithstanding the provisions of this Indenture to the contrary (including without <br />limitation surrender of Bonds, registration thereof, and Author/zed Denominations), as long as <br />the Bonds are in book.-entry form, full effect shall be given to the Representation Letter and the <br />procedures and practices of DTC thereunder. <br /> <br />Section 2.10 Termination of Book-Entry'Only System,. DTC may determine to <br />discontinue providing its services with respect to the Bonds at any time by giving written notice <br />to the Issuer and discharging its responsibilities with respect thereto under applicable, law. The <br /> <br />00 <br /> <br />1763903vl <br /> <br /> <br />