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deliver any Bond certificate; provided; that, if a Depository fails or refuses to act as securities depository
for the Bonds, the Issuer and the Trustee shall take the actions necessary to provide for the issuance of Bond
certificates to the Holders of such Bonds.
With respect to Bonds registered in the name of a Depository, the Issuer, the Borrower, and the
Trustee shall have no responsibility or obligation to any participant therein or to any Person on whose behalf
any participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, none
of the Issuer, the Borrower, or the Trustee shall have any responsibility or obligation with respect to (a) the
accuracy of the records of the Depository or any participant therein or any other Person, other than a
registered owner of the Bonds, as shown on the registration books; (b) any notice with respect to the Bonds;
or (c) the payment to any participant in the Depository or any other Person, other than a registered owner
of the Bonds, as shown in the registration books, of any amount with respect to principal of or interest on
or purchase price of the Bonds.
Replacement Bonds may be issued directly to the beneficial owners of the Bonds other than a
Depository, or its nominee, but only in the event that (1) the Depository determines not to continue to act
as securities depository for the Bonds (which determination shall become effective no less than 90 days
after written notice to such effect to the Issuer and the Trustee); (2) the Trustee has, at the direction of the
Borrower, advised a Depository of its determination (which determination is conclusive as to the Depository
and beneficial owners of the Bonds) that the Depository is incapable of discharging its duties as securities
depository for the Bonds; or (3) the Majority of the Holders of the Bonds have determined (which
determination is conclusive as to the Depository and the beneficial owners of the Bonds) that the interests
of the beneficial owners of the Bonds might be adversely affected if such book-entry only system of transfer
is continued. Upon occurrence of any of the foregoing events, the Borrower shall use commercially
reasonable efforts to attempt to locate another qualified securities depository. If the Borrower fails to locate
another qualified securities depository to replace the Depository, the Trustee and the Issuer, at the
Borrower鈥檚 expense, shall cause to be authenticated and delivered replacement Bonds, in certificate form,
to the beneficial owners of the Bonds. In the event that the determination noted in clause (2) or (3) above
is made (provided that the Trustee undertakes no obligation to make any investigation to determine the
occurrence of any events that would permit the Trustee to make any such determination), and the Trustee
has been directed in writing to notify the beneficial owners of the Bonds of such determination by mailing
an appropriate notice to the Depository, the Trustee and the Issuer shall cause to be issued replacement
Bonds in certificate form to beneficial owners of the Bonds as shown on the records of the Depository
provided to the Trustee and the Issuer.
Upon the written consent of 100% of the beneficial owners of the Bonds, the Trustee shall withdraw
the Bonds from any Depository and authenticate and deliver Bonds fully registered to the assignees of that
Depository or its nominee. If the request for withdrawal is not the result of any Issuer, Borrower or Trustee
action or inaction, such withdrawal, authentication and delivery shall be at the cost and expense (including
costs of printing, preparing and delivering such Bonds) of the persons requesting such withdrawal,
authentication and delivery; otherwise such withdrawal, authentication and delivery shall be at the cost and
expense of the Borrower.
Whenever, during the term of the Bonds, the beneficial ownership thereof is determined by a book
entry at a Depository, (i) the requirements in this Indenture of holding, delivering or transferring Bonds
shall be deemed modified to require the appropriate Person or entity to meet the requirements of the
Depository as to registering or transferring the book entry to produce the same effect; and (ii) delivery of
the Bonds will be in accordance with arrangements among the Issuer, the Trustee and the Depository
notwithstanding any provision of this Indenture to the contrary.
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