Common use of Book-Entry System, Certificates, Registration and Payment Clause in Contracts

Book-Entry System, Certificates, Registration and Payment. When the 2002 Series B Bonds are held in a Book-Entry System, 2002 Series B Bonds shall (except to the extent otherwise required by the 2002 Series B DTC Letter of Representations) be evidenced by one or more certificates, in an amount equal to the aggregate principal amount of such maturity of 2002 Series B Bonds. The principal and Redemption Price of and interest on the 2002 Series B Bonds shall be payable in lawful money of the United States of America. While the 2002 Series B Bonds are held in the Book-Entry System, payment of the principal and Redemption Price of and interest on the 2002 Series B Bonds shall be made by wire transfer of Federal Reserve funds or equivalent same-day funds, or in such other manner as permitted by the 2002 Series B DTC Letter of Representations (as the same may be amended from time to time), to the account of Cede & Co. In the event the 2002 Series B Bonds are not held in the Book-Entry System, (i) interest on the 2002 Series B Bonds shall be payable on each Interest Payment Date by check payable to the Holder (except that if so instructed in writing by a Holder of $1,000,000 or more of the 2002 Series B Bonds on or prior to the applicable Regular Record Date, such payments shall be made by the wire transfer of Federal funds on the Interest Payment Date), mailed to the Holder at his or her address as it appears on the Bonds Register on the last day of the calendar month prior to the Interest Payment Date, or in such other manner as such Holder and the Trustee may determine, and (ii) principal shall be payable only upon presentation and surrender of each 2002 Series B Bond, as the same becomes due, at the office from which the Trustee performs the payment function for 2002 Series B Bonds. Except as may be provided in the 2002 Series B DTC Letter of Representations with respect to 2002 Series B Bonds then held in the Book-Entry System, payment of principal shall be made only upon presentation and surrender of each 2002 Series B Bond, as the same becomes due, at the office from which the Trustee performs the payment function for the 2002 Series B Bonds. The Trustee shall act as Bond Registrar and shall maintain registration books for the registration and the registration of transfer of the 2002 Series B Bonds. So long as the 2002 Series B Bonds are held in the Book-Entry System: (a) The registered Holder of all of the 2002 Series B Bonds shall be DTC, and the 2002 Series B Bonds shall be registered in the name of Cede & Co., as nominee for DTC, pursuant to the 2002 Series B DTC Letter of Representations, and the provisions of such Letter of Representations shall be incorporated herein by this reference; (b) The Trustee and the Company may treat DTC (or its nominee) as the sole and exclusive registered Holder of the 2002 Series B Bonds registered in its name for the purposes of payment of the principal and Redemption Price of or interest on the 2002 Series B Bonds, selecting the 2002 Series B Bonds or portions thereof to be redeemed, giving notice as required under the Indenture, registering the transfer of 2002 Series B Bonds, obtaining any consent or other action to be taken by the Holders and for all other purposes whatsoever; and neither the Trustee nor the Company shall be affected by any notice to the contrary; (c) Neither the Trustee nor the Company shall have any responsibility or obligation to any person claiming a beneficial ownership interest in the 2002 Series B Bonds under or through DTC or any DTC Participant, or any other person which is not shown on the Bond Register as being a registered Holder, with respect to the accuracy of any records maintained by DTC or any DTC Participant; the payment by DTC or any DTC Participant of any amount in respect of the principal or Redemption Price of or interest on the 2002 Series B Bonds; any notice or direction which is permitted or required to be given to or received from Holders under the Indenture; the selection by DTC or any DTC Participant of any Person to receive payment in the event of a partial redemption of the 2002 Series B Bonds; or any consent given or other action taken by DTC as Holder; nor shall any DTC Participant or any such Person be deemed to be a third party beneficiary of any Holders' rights under the Indenture; (d) The Trustee shall pay from moneys available hereunder all principal and Redemption Price of and interest on the 2002 Series B Bonds only to or upon the order of DTC or its designee, and all such payments shall be valid and effective to fully satisfy and discharge the Company's obligations with respect to the principal and Redemption Price of and interest on the 2002 Series B Bonds to the extent of the sum or sums so paid; (e) No person other than DTC shall receive an authenticated 2002 Series B Bond evidencing the obligation of the Company to make payments of principal and Redemption Price of and interest pursuant to the Indenture; and (f) Upon delivery by DTC to the Trustee of DTC's written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions of the Indenture with respect to transfers of 2002 Series B Bonds, the term "Cede & Co." in this Fourteenth Supplemental Indenture shall refer to such new nominee of DTC.

Book-Entry System, Certificates, Registration and Payment. When the 2002 Series B Bonds are held in a Book-Entry System, 2002 Series B Bonds shall (except to the extent otherwise required by the 2002 Series B DTC Letter of Representations) be evidenced by one or more certificates, in an amount equal to the aggregate principal amount of such maturity of 2002 Series B Bonds. The principal and Redemption Price of and interest on the 2002 Series B Bonds shall be payable in lawful money of the United States of America. While the 2002 Series B Bonds are held in the Book-Entry System, payment of the principal and Redemption Price of and interest on the 2002 Series B Bonds shall be made by wire transfer of Federal Reserve funds or equivalent same-day funds, or in such other manner as permitted by the 2002 Series B DTC Letter of Representations (as the same may be amended from time to time), to the account of Cede & Co. In the event the 2002 Series B Bonds are not held in the Book-Entry System, (i) interest on the 2002 Series B Bonds shall be payable on each Interest Payment Date by check payable to the Holder (except that if so instructed in writing by a Holder of $1,000,000 or more of the 2002 Series B Bonds on or prior to the applicable Regular Record Date, such payments shall be made by the wire transfer of Federal funds on the Interest Payment Date), mailed to the Holder at his or her address as it appears on the Bonds Register on the last day of the calendar month prior to the Interest Payment Date, or in such other manner as such Holder and the Trustee may determine, and (ii) principal shall be payable only upon presentation and surrender of each 2002 Series B Bond, as the same becomes due, at the office from which the Trustee performs the payment function for 2002 Series B Bonds. Except as may be provided in the 2002 Series B DTC Letter of Representations with respect to 2002 Series B Bonds then held in the Book-Entry System, payment of principal shall be made only upon presentation and surrender of each 2002 Series B Bond, as the same becomes due, at the office from which the Trustee performs the payment function for the 2002 Series B Bonds. The Trustee shall act as Bond Registrar and shall maintain registration books for the registration and the registration of transfer of the 2002 Series B Bonds. So long as the 2002 Series B Bonds are held in the Book-Entry System: (a) The registered Holder of all of the 2002 Series B Bonds shall be DTC, and the 2002 Series B Bonds shall be registered in the name of Cede & Co., as nominee for DTC, pursuant to the 2002 Series B DTC Letter of Representations, and the provisions of such Letter of Representations shall be incorporated herein by this reference; (b) The Trustee and the Company may treat DTC (or its nominee) as the sole and exclusive registered Holder of the 2002 Series B Bonds registered in its name for the purposes of payment of the principal and Redemption Price of or interest on the 2002 Series B Bonds, selecting the 2002 Series B Bonds or portions thereof to be redeemed, giving notice as required under the Indenture, registering the transfer of 2002 Series B Bonds, obtaining any consent or other action to be taken by the Holders and for all other purposes whatsoever; and neither the Trustee nor the Company shall be affected by any notice to the contrary; (c) Neither the Trustee nor the Company shall have any responsibility or obligation to any person claiming a beneficial ownership interest in the 2002 Series B Bonds under or through DTC or any DTC Participant, or any other person which is not shown on the Bond Register as being a registered Holder, with respect to the accuracy of any records maintained by DTC or any DTC Participant; the payment by DTC or any DTC Participant of any amount in respect of the principal or Redemption Price of or interest on the 2002 Series B Bonds; any notice or direction which is permitted or required to be given to or received from Holders under the Indenture; the selection by DTC or any DTC Participant of any Person to receive payment in the event of a partial redemption of the 2002 Series B Bonds; or any consent given or other action taken by DTC as Holder; nor shall any DTC Participant or any such Person be deemed to be a third party beneficiary of any Holders' ’ rights under the Indenture; (d) The Trustee shall pay from moneys available hereunder all principal and Redemption Price of and interest on the 2002 Series B Bonds only to or upon the order of DTC or its designee, and all such payments shall be valid and effective to fully satisfy and discharge the Company's ’s obligations with respect to the principal and Redemption Price of and interest on the 2002 Series B Bonds to the extent of the sum or sums so paid; (e) No person other than DTC shall receive an authenticated 2002 Series B Bond evidencing the obligation of the Company to make payments of principal and Redemption Price of and interest pursuant to the Indenture; and (f) Upon delivery by DTC to the Trustee of DTC's ’s written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions of the Indenture with respect to transfers of 2002 Series B Bonds, the term "“Cede & Co." ” in this Fourteenth Supplemental Indenture shall refer to such new nominee of DTC.

Book-Entry System, Certificates, Registration and Payment. When the 2002 The 2001 Series B A Bonds are initially shall be held in a Book-Entry System, 2002 Series B Bonds System and shall (except to the extent otherwise required by the 2002 2001 Series B A DTC Letter of Representations) be evidenced by one or more certificates, in an amount equal to the aggregate principal amount of such maturity of 2002 the 2001 Series B A Bonds. The principal and Redemption Price of and interest on the 2002 2001 Series B A Bonds shall be payable in lawful money of the United States of America. While the 2002 2001 Series B A Bonds are held in the Book-Entry System, payment of the principal and Redemption Price of and interest on the 2002 2001 Series B A Bonds shall be made by wire transfer of Federal Reserve funds or equivalent same-day funds, or in such other manner as permitted by the 2002 Series B DTC Letter of Representations executed by the Company in connection with such series (as the same may be amended from time to time), to the account of Cede & Co. In the event the 2002 2001 Series B A Bonds are not no longer held in the Book-Entry System, (i) interest on the 2002 2001 Series B A Bonds shall be payable on each Interest Payment Date by check payable to the Holder (except that if so instructed in writing by a Holder of $1,000,000 or more of the 2002 2001 Series B A Bonds on or prior to the applicable Regular Record Date, such payments shall be made by the wire transfer of Federal funds on the Interest Payment Date), mailed to the Holder at his or her address as it appears on the Bonds Register on the last day of the calendar month prior to the Interest Payment Date, or in such other manner as such Holder and the Trustee may determine, and (ii) principal shall be payable only upon presentation and surrender of each 2002 2001 Series B A Bond, as the same becomes due, at the office from which the Trustee performs the payment function for 2002 2001 Series B A Bonds. Except as may be provided in the 2002 2001 Series B A DTC Letter of Representations with respect to 2002 2001 Series B A Bonds then held in the Book-Entry System, payment of principal shall be made only upon presentation and surrender of each 2002 2001 Series B A Bond, as the same becomes due, at the office from which the Trustee performs the payment function for the 2002 2001 Series B A Bonds. The Trustee shall act as Bond Registrar and shall maintain registration books for the registration and the registration of transfer of the 2002 2001 Series B A Bonds. So long as the 2002 2001 Series B A Bonds are held in the Book-Entry System: (a) The , the registered Holder of all of the 2002 2001 Series B A Bonds shall be DTC, and the 2002 2001 Series B A Bonds shall be registered in the name of Cede & Co., as nominee for DTC, pursuant to the 2002 Series B DTC Letter of RepresentationsRepresentations with respect to 2001 Series A Bonds, as amended from time to time, and the provisions of such Letter of Representations shall be incorporated herein by this reference; (b) . Upon initial issuance, the ownership of the 2001 Series A Bonds shall be registered by the Trustee on the Bond Register in the name of Cede & Co., as nominee of DTC. The Trustee and the Company may treat DTC (or its nominee) as the sole and exclusive registered Holder of the 2002 2001 Series B A Bonds registered in its name for the purposes of payment of the principal and Redemption Price of or interest on the 2002 2001 Series B A Bonds, selecting the 2002 2001 Series B A Bonds or portions thereof to be redeemed, giving notice as required under the Indenture, registering the transfer of 2002 2001 Series B A Bonds, obtaining any consent or other action to be taken by the Holders and for all other purposes whatsoever; and neither the Trustee nor the Company shall be affected by any notice to the contrary; (c) . Neither the Trustee nor the Company shall have any responsibility or obligation to any person claiming a beneficial ownership interest in the 2002 2001 Series B A Bonds under or through DTC or any DTC Participant, or any other person which is not shown on the Bond Register as being a registered Holder, with respect to the accuracy of any records maintained by DTC or any DTC Participant; the payment by DTC or any DTC Participant of any amount in respect of the principal or Redemption Price of or interest on the 2002 2001 Series B A Bonds; any notice or direction which is permitted or required to be given to or received from Holders under the Indenture; the selection by DTC or any DTC Participant of any Person to receive payment in the event of a partial redemption of the 2002 2001 Series B A Bonds; or any consent given or other action taken by DTC as Holder; nor shall any DTC Participant or any such Person be deemed to be a third party beneficiary of any Holders' rights under the Indenture; (d) . The Trustee shall pay from moneys available hereunder all principal and Redemption Price of and interest on the 2002 2001 Series B A Bonds only to or upon the order of DTC or its designee, and all such payments shall be valid and effective to fully satisfy and discharge the Company's obligations with respect to the principal and Redemption Price of and interest on the 2002 2001 Series B A Bonds to the extent of the sum or sums so paid; (e) No . So long as the 2001 Series A Bonds are held in the Book- Entry System, no person other than DTC shall receive an authenticated 2002 Series B Bond evidencing the obligation of the Company to make payments of principal and Redemption Price of and interest pursuant to the Indenture; and (f) . Upon delivery by DTC to the Trustee of DTC's written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions of the Indenture with respect to transfers of 2002 2001 Series B A Bonds, the term "Cede & Co." in this Fourteenth Eleventh Supplemental Indenture shall refer to such new nominee of DTC.

Book-Entry System, Certificates, Registration and Payment. When the 2002 2003 Series B A Bonds are held in a Book-Entry System, 2002 2003 Series B A Bonds shall (except to the extent otherwise required by the 2002 2003 Series B A DTC Letter of Representations) be evidenced by one or more certificates, in an amount equal to the aggregate principal amount of such maturity of 2002 2003 Series B A Bonds. The principal and Redemption Price of and interest on the 2002 2003 Series B A Bonds shall be payable in lawful money of the United States of America. While the 2002 2003 Series B A Bonds are held in the Book-Entry System, payment of the principal and Redemption Price of and interest on the 2002 2003 Series B A Bonds shall be made by wire transfer of Federal Reserve funds or equivalent same-day funds, or in such other manner as permitted by the 2002 2003 Series B A DTC Letter of Representations (as the same may be amended from time to time), to the account of Cede & Co. In the event the 2002 2003 Series B A Bonds are not held in the Book-Entry System, (i) interest on the 2002 2003 Series B A Bonds shall be payable on each Interest Payment Date by check payable to the Holder (except that if so instructed in writing by a Holder of $1,000,000 or more of the 2002 2003 Series B A Bonds on or prior to the applicable Regular Record Date, such payments shall be made by the wire transfer of Federal funds on the Interest Payment Date), mailed to the Holder at his or her address as it appears on the Bonds Register on the last day of the calendar month prior to the Interest Payment Date, or in such other manner as such Holder and the Trustee may determine, and (ii) principal shall be payable only upon presentation and surrender of each 2002 2003 Series B A Bond, as the same becomes due, at the office from which the Trustee performs the payment function for 2002 2003 Series B A Bonds. Except as may be provided in the 2002 2003 Series B A DTC Letter of Representations with respect to 2002 2003 Series B A Bonds then held in the Book-Entry System, payment of principal shall be made only upon presentation and surrender of each 2002 2003 Series B A Bond, as the same becomes due, at the office from which the Trustee performs the payment function for the 2002 2003 Series B A Bonds. The Trustee shall act as Bond Registrar and shall maintain registration books for the registration and the registration of transfer of the 2002 2003 Series B A Bonds. So long as the 2002 2003 Series B A Bonds are held in the Book-Entry System: (a) The registered Holder of all of the 2002 2003 Series B A Bonds shall be DTC, and the 2002 2003 Series B A Bonds shall be registered in the name of Cede & Co., as nominee for DTC, pursuant to the 2002 2003 Series B A DTC Letter of Representations, and the provisions of such Letter of Representations shall be incorporated herein by this reference; (b) The Trustee and the Company may treat DTC (or its nominee) as the sole and exclusive registered Holder of the 2002 2003 Series B A Bonds registered in its name for the purposes of payment of the principal and Redemption Price of or interest on the 2002 2003 Series B A Bonds, selecting the 2002 2003 Series B A Bonds or portions thereof to be redeemed, giving notice as required under the Indenture, registering the transfer of 2002 2003 Series B A Bonds, obtaining any consent or other action to be taken by the Holders and for all other purposes whatsoever; and neither the Trustee nor the Company shall be affected by any notice to the contrary; (c) Neither the Trustee nor the Company shall have any responsibility or obligation to any person claiming a beneficial ownership interest in the 2002 2003 Series B A Bonds under or through DTC or any DTC Participant, or any other person which is not shown on the Bond Register as being a registered Holder, with respect to the accuracy of any records maintained by DTC or any DTC Participant; the payment by DTC or any DTC Participant of any amount in respect of the principal or Redemption Price of or interest on the 2002 2003 Series B A Bonds; any notice or direction which is permitted or required to be given to or received from Holders under the Indenture; the selection by DTC or any DTC Participant of any Person to receive payment in the event of a partial redemption of the 2002 2003 Series B A Bonds; or any consent given or other action taken by DTC as Holder; nor shall any DTC Participant or any such Person be deemed to be a third party beneficiary of any Holders' rights under the Indenture; (d) The Trustee shall pay from moneys available hereunder all principal and Redemption Price of and interest on the 2002 2003 Series B A Bonds only to or upon the order of DTC or its designee, and all such payments shall be valid and effective to fully satisfy and discharge the Company's obligations with respect to the principal and Redemption Price of and interest on the 2002 2003 Series B A Bonds to the extent of the sum or sums so paid; (e) No person other than DTC shall receive an authenticated 2002 2003 Series B A Bond evidencing the obligation of the Company to make payments of principal and Redemption Price of and interest pursuant to the Indenture; and and (f) Upon delivery by DTC to the Trustee of DTC's written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions of the Indenture with respect to transfers of 2002 2003 Series B A Bonds, the term "Cede & Co." in this Fourteenth Sixteenth Supplemental Indenture shall refer to such new nominee of DTC.

Book-Entry System, Certificates, Registration and Payment. When the 2002 The 2001 Series B A Bonds are initially shall be held in a Book-Entry System, 2002 Series B Bonds System and shall (except to the extent otherwise required by the 2002 2001 Series B A DTC Letter of Representations) be evidenced by one or more certificates, in an amount equal to the aggregate principal amount of such maturity of 2002 the 2001 Series B A Bonds. The principal and Redemption Price of and interest on the 2002 2001 Series B A Bonds shall be payable in lawful money of the United States of America. While the 2002 2001 Series B A Bonds are held in the Book-Entry System, payment of the principal and Redemption Price of and interest on the 2002 2001 Series B A Bonds shall be made by wire transfer of Federal Reserve funds or equivalent same-day funds, or in such other manner as permitted by the 2002 Series B DTC Letter of Representations executed by the Company in connection with such series (as the same may be amended from time to time), to the account of Cede & Co. In the event the 2002 2001 Series B A Bonds are not no longer held in the Book-Entry System, (i) interest on the 2002 2001 Series B A Bonds shall be payable on each Interest Payment Date by check payable to the Holder (except that if so instructed in writing by a Holder of $1,000,000 or more of the 2002 2001 Series B A Bonds on or prior to the applicable Regular Record Date, such payments shall be made by the wire transfer of Federal funds on the Interest Payment Date), mailed to the Holder at his or her address as it appears on the Bonds Register on the last day of the calendar month prior to the Interest Payment Date, or in such other manner as such Holder and the Trustee may determine, and (ii) principal shall be payable only upon presentation and surrender of each 2002 2001 Series B A Bond, as the same becomes due, at the office from which the Trustee performs the payment function for 2002 2001 Series B A Bonds. Except as may be provided in the 2002 2001 Series B A DTC Letter of Representations with respect to 2002 2001 Series B A Bonds then held in the Book-Entry System, payment of principal shall be made only upon presentation and surrender of each 2002 2001 Series B A Bond, as the same becomes due, at the office from which the Trustee performs the payment function for the 2002 2001 Series B A Bonds. The Trustee shall act as Bond Registrar and shall maintain registration books for the registration and the registration of transfer of the 2002 2001 Series B A Bonds. So long as the 2002 2001 Series B A Bonds are held in the Book-Entry System: (a) The , the registered Holder of all of the 2002 2001 Series B A Bonds shall be DTC, and the 2002 2001 Series B A Bonds shall be registered in the name of Cede & Co., as nominee for DTC, pursuant to the 2002 Series B DTC Letter of RepresentationsRepresentations with respect to 2001 Series A Bonds, as amended from time to time, and the provisions of such Letter of Representations shall be incorporated herein by this reference; (b) . Upon initial issuance, the ownership of the 2001 Series A Bonds shall be registered by the Trustee on the Bond Register in the name of Cede & Co., as nominee of DTC. The Trustee and the Company may treat DTC (or its nominee) as the sole and exclusive registered Holder of the 2002 2001 Series B A Bonds registered in its name for the purposes of payment of the principal and Redemption Price of or interest on the 2002 2001 Series B A Bonds, selecting the 2002 2001 Series B A Bonds or portions thereof to be redeemed, giving notice as required under the Indenture, registering the transfer of 2002 2001 Series B A Bonds, obtaining any consent or other action to be taken by the Holders and for all other purposes whatsoever; and neither the Trustee nor the Company shall be affected by any notice to the contrary; (c) . Neither the Trustee nor the Company shall have any responsibility or obligation to any person claiming a beneficial ownership interest in the 2002 2001 Series B A Bonds under or through DTC or any DTC Participant, or any other person which is not shown on the Bond Register as being a registered Holder, with respect to the accuracy of any records maintained by DTC or any DTC Participant; the payment by DTC or any DTC Participant of any amount in respect of the principal or Redemption Price of or interest on the 2002 2001 Series B A Bonds; any notice or direction which is permitted or required to be given to or received from Holders under the Indenture; the selection by DTC or any DTC Participant of any Person to receive payment in the event of a partial redemption of the 2002 2001 Series B A Bonds; or any consent given or other action taken by DTC as Holder; nor shall any DTC Participant or any such Person be deemed to be a third party beneficiary of any Holders' rights under the Indenture; (d) . The Trustee shall pay from moneys available hereunder all principal and Redemption Price of and interest on the 2002 2001 Series B A Bonds only to or upon the order of DTC or its designee, and all such payments shall be valid and effective to fully satisfy and discharge the Company's obligations with respect to the principal and Redemption Price of and interest on the 2002 2001 Series B A Bonds to the extent of the sum or sums so paid; (e) No . So long as the 2001 Series A Bonds are held in the Book-Entry System, no person other than DTC shall receive an authenticated 2002 Series B Bond evidencing the obligation of the Company to make payments of principal and Redemption Price of and interest pursuant to the Indenture; and (f) . Upon delivery by DTC to the Trustee of DTC's written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions of the Indenture with respect to transfers of 2002 2001 Series B A Bonds, the term "Cede & Co." in this Fourteenth Eleventh Supplemental Indenture shall refer to such new nominee of DTC.