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<br />SECTION 2.15. SECURITIES DEPOSITORY PROVISIONS. All Bonds shall be Book Entry <br />Bonds. All Book Entry Bonds shall be registered in the name of Cede & Co., as nominee of The <br />Depository Trust Company ("DTC"). The Issuer acknowledges that it has executed and delivered <br />a Letter of Representations with DTC. All payments of principal of, redemption premium, if any, <br />and interest on the Book Entry Bonds and all notices with respect thereto, including notices of full <br />or partial redemption, shall be made and given at the times and in the manner set out in the Letter <br />of Representations. The terms and provisions of the Letter of Representations shall govern in the <br />event of any inconsistency between the provisions of this Indenture and the Letter of <br />Representations. The Letter of Representations may be amended without Holder consent. The <br />book-entry registration system for all of the Book Entry Bonds may be terminated and certificates <br />delivered to and registered in the name of the Beneficial Owners, under either of the following <br />circumstances: <br /> <br />(a) DTC notifies the Issuer, the Company and the Trustee that it is no longer <br />willing or able to act as Depository for the Book Entry Bonds and a successor Depository for <br />the Book Entry Bonds is not appointed by the Issuer at the direction of the Company prior <br />to the effective date of such discontinuation; or <br /> <br />(b) The Company determines that continuation of the book -entry system through <br />DTC (or a successor Depository) is not in the best interest of the Holders of the Book Entry <br />Bonds. <br /> <br />In the event a successor Depository is appointed by the Issuer at the direction of the <br />Company, the Book Entry Bonds will be registered in the name of such successor Securities <br />Depository or its nominee. In the event certificates are required to be issued to Beneficial Owners, <br />the Trustee, the Company and the Issuer shall be fully protected in relying upon a certificate ofDTC <br />or any DTC participant as to the identity of and the principal amount of Book Entry Bonds held by <br />such Beneficial Owners. <br /> <br />The Beneficial Owners of Bonds will not receive physical delivery of certificates except as <br />provided herein. For so long as there is a Depository for Bonds, all of such Bonds shall be <br />registered in the name of the nominee of the Depository, all transfers of beneficial ownership <br />interests in such Bonds will be made in accordance with the rules ofthe Depository, and no investor <br />or other party purchasing, selling or otherwise transferring beneficial ownership of such Bonds is to <br />receive, hold or deliver any certificate. The Issuer, the Trustee and the Company shall have no <br />responsibility or liability for transfers of beneficial ownership interests in such Bonds. <br /> <br />The Issuer, the Company and the Trustee will recognize the Depository or its nominee as the <br />Holder of Book Entry Bonds for all purposes, including receipt of payments, notices and voting; <br />provided the Trustee may recognize votes by or on behalf of Beneficial Owners as if such votes were <br />made by Holders of a related portion ofthe Bonds when such votes are received in compliance with <br />an omnibus proxy of the Depository or otherwise pursuant to the rules of the Depository or the <br /> <br />2-12 <br />