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The Issuer and the Borrower cannot and do not give any assurances that DTC, Direct Participants,
Indirect Participants or others will distribute to the book-entry interest owners payments of debt service on
the Bonds made to DTC as the registered owner, or any notices, or that they will do so on a timely basis, or
that DTC will serve and act in the manner described in this Official Statement.
Replacement 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 ninety (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 Trustee makes the determination noted in
(2) or (3) above (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, it and 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 one hundred percent (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 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 the 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 the Indenture to the contrary.
The Trustee and the Issuer shall enter into any letter of representation with a Depository to
implement the Book-Entry System of bond registration described above.
Neither the Trustee nor any of its agents shall have any responsibility or liability for any actions
taken or not taken by DTC.
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