Guam § 2 - Book-entry System.

§ 2. Book-entry System.

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Notwithstanding any of the other provisions of THIS Article

II to the contrary, unless otherwise provided in a Supplemental

Indenture providing for the issuance of any Series of Bonds, the

Bonds shall be initially issued in the form of a separate single fully

registered Bond for each maturity of each Series; the ownership

of the Bonds shall be registered in the registration books kept by

the Registrar in the name of Cede & Co., as nominee of The

Depository Trust Company, New York, New York, and its

successors and assigns (DTC); and the Bonds shall be governed

by the provisions of this Section.

(A) Except as provided in a Supplemental Indenture, in this

paragraph and in paragraph (C) of THIS Section, all of the

Outstanding Bonds shall be registered in the registration books

kept by the Registrar in the name of Cede & Co., as nominee of

DTC. With respect to the Bonds registered in the registration

books kept by the Registrar in the name of Cede & Co., as

nominee of DTC, the Government, the Trustee, the Registrar and

the Depositary shall have no responsibility or obligation to any

broker-dealers, banks and other financial institutions from time to

time for which DTC holds Bonds as a securities depository (each

a “Participant”) or to any person on behalf of which a Participant

holds an interest in the Bonds. Without limiting the immediately

preceding sentence, the Government, the Trustee, the Registrar

and the Depositary shall have no responsibility or obligation with

respect to (I) the accuracy of the records of DTC, Cede & Co. or

any Participant with respect to any ownership interest in the

Bonds, (ii) the delivery to any Participant or any other person,

other than a Bondholder, as shown in the registration books kept

by the Registrar of any notice with respect to the Bonds, including

any notice of redemption, or (iii) the payment to any Participant

or any other person, other than a Bondholder, as shown in the

registration books kept by the Registrar of any amount with

respect to principal of or interest on the Bonds. The Government,

the Trustee, the Registrar and the Depositary may treat and

consider the person in whose name each Bond is registered in the

registration books kept by the Registrar as the holder and absolute

owner of such Bond for the purpose of payment of principal and

interest with respect to such Bond, for the purpose of giving

notices of redemption and other matters with respect to such Bond,

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for the purpose of registering transfers with respect to such Bond,

and for all other purposes whatsoever. The Paying agent shall pay

all principal of and interest on the Bonds only to or upon the order

of the respective Bondholders, as shown in the registration books

kept by the Registrar as provided in § 2.06, or their respective

attorneys duly authorized in writing, and all such payments shall

be valid and effective to fully satisfy and discharge the

Government’s obligations with respect to payment of principal of

and interest on the Bonds to the extent of the sum or sums so paid.

No person other than a Bondholder, as shown in the registration

books kept by the Registrar, shall receive a certificated Bond

evidencing the obligation of the Government to make payments

of principal and interest pursuant to THIS Certificate. Upon

delivery by DTC to the Government or the Trustee of written

notice to the effect that DTC has determined to substitute a new

nominee in place of Cede & Co., and subject to the provisions

herein with respect to record dates, the words “Cede & Co.” in

THIS Certificate shall refer to such new nominee of DTC.

(B) The delivery of any representation letter or other

instrument by the Government to DTC shall not in any way limit

the provisions of paragraph (A) of this Section or in any other way

impose upon the Government any obligation whatsoever with

respect to persons having interests in the Bonds other than the

Bondholders, as shown on the registration books kept by the

Registrar. The Registrar shall take all action necessary for all

representations of the Government in the-Representation Letter

with respect it, the Registrar to at all times be complied with.

(C) DTC may determine to discontinue providing its services

with respect to the Bonds at any time by giving reasonable notice

to the Government or the Registrar and discharging its

responsibilities with respect thereto under applicable law. The

Government, in its sole discretion and without the consent of any

other person, may terminate the services of DTC with respect to

the Bonds. Upon the discontinuance or termination of the services

of DTC with respect to the Bonds, unless a substitute securities

depository is appointed to undertake the functions of DTC

hereunder, the Government is obligated to deliver Bond

certificates at the expense of the beneficial owners of the Bonds,

as described in this Certificate, and the Bonds shall no longer be

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restricted to being registered in the registration books kept by the

Registrar in the name of Cede & Co. as nominee of DTC, but may

be registered in whatever name or names Bondholders transferring

or exchanging Bonds shall designate, in accordance with the

provisions of this Indenture.

(D) Notwithstanding any other provision of this Certificate

to the contrary, so long as any Bond is registered in the name of

Cede & Co., as nominee of DTC, all payments with respect to

principal and interest on such Bond and all notices with respect to

such Bond shall be made and given, respectively, in the manner

provided in any agreement between the Government and DTC.

Bondholders shall have no lien or security interest in any rebate

or refund paid by DTC to the Paying agent which arises from the

payment by the Paying agent of principal of or interest on the

Bonds in immediately available funds to DTC.

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ARTICLE III

ISSUE OF BONDS; APPLICATION OF PROCEEDS