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SECTION 2. The Bonds shall be issued under and secured by the Resolution and shall be <br /> executed and delivered by the Chairman or Vice Chairman of the Issuer, and attested by the Clerk in <br /> substantially the form set forth in the Resolution,with such additional changes and insertions therein as <br /> conform to the provisions of the Bond Purchase Contract, and such execution and delivery shall be <br /> conclusive evidence of the approval thereof by such officers. <br /> SECTION 3. The Serial and Term Bonds shall be subject to such redemption provisions and <br /> amortizations as set forth in the Bond Purchase Contract,the form of which is attached hereto as Exhibit <br /> «A„ <br /> SECTION 4. A book-entry-only system of registration is hereby authorized for the Bonds. So <br /> long as the Issuer shall maintain a book-entry-only system with respect to the Bonds, the following <br /> provisions shall apply: <br /> The Bonds shall initially be issued in the name of Cede&Co.as nominee for the Depository Trust <br /> Company("DTC"),which will act as securities depository for the Bonds and so long as the Bonds are held <br /> in book-entry-only form,Cede&Co.shall be considered the registered owner for all purposes hereof. <br /> On original issue,the Bonds shall be deposited with DTC,which shall be responsible for maintaining a <br /> book-entry-only system for recording the ownership interests of its participants("DTC Participants"),and <br /> other institutions who clear through or maintain a custodial relationship with DTC Participants("Indirect <br /> Participants"). The DTC Participants and Indirect Participants will be responsible for maintaining records <br /> with respect to the beneficial ownership interests of individual purchasers of the Bonds("Beneficial <br /> Owners"). <br /> Principal and interest prior to and at maturity shall be payable directly to Cede&Co.,in care of <br /> DTC. Disbursal of such amounts to DTC Participants shall be the responsibility of DTC. Payments to <br /> Indirect Participants shall be the responsibility of DTC Participants,and payments by DTC Participants and <br /> Indirect Participants to Beneficial Owners shall be the responsibility of DTC Participants and Indirect <br /> Participants and not of DTC,the Paying Agent or the Issuer. <br /> 3 <br />