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Depository and the Participants in accordance with the Book-Entry System and Letter of <br /> Representations. <br /> (c) Payments. All payments of principal of, premium, if any, and interest on Bonds <br /> while in Book-Entry Form shall be paid to the Depository in accordance with the Book-Entry System <br /> and Letter of Representations in same day funds by wire transfer. All payments of principal of, <br /> premium, if any, and interest on any Bonds in Book-Entry Form due Beneficial Owners shall be <br /> made at such times and in such manner as shall be determined by the Depository and the Participants <br /> in accordance with the Book-Entry System and Letter of Representations. <br /> (d) Limitations on Liability. With respect to Bonds in Book-Entry Form, and any <br /> Beneficial Owners thereof, except as expressly provided to the contrary herein, the City and the <br /> Trustee shall have no responsibility,liability or obligation of any nature whatsoever with respect to <br /> (i)the non-payment to any Beneficial Owner or any other person,other than the Depository,of any <br /> amount due for principal or interest; (ii)the failure to give any notice or other information to the <br /> applicable Beneficial Owner;(iii)the inaccuracy of the records of the Depository or any Participant, <br /> or(iv)the failure in any manner of the Depository or any Participant to timely or properly comply <br /> with procedures or requirements of the Book-Entry System. No such payment,failure or inaccuracy <br /> shall cause an Event of Default under the Indenture. <br /> Section 2.11 Termination of Book-Entry Only System. DTC may determine to discontinues <br /> providing its services with respect to the Series 2001 Bonds at any time by giving written notice to the <br /> Borrower,the Trustee and the City and discharging its responsibilities with respect thereto under applicable <br /> law. The Borrower may terminate the services of DTC with respect to the Series 2001 Bonds,with. the prior <br /> written consent of the City,if it determines that DTC is no longer able to carry out its functions as security <br /> depository as contemplated herein. <br /> Upon the termination of the services of DTC as provided in the preceding paragraph,the Borrower <br /> shall take all reasonable and diligent steps as may be necessary to find an alternate book-entry depository, <br /> but if(and only if) no such substitute securities depository willing to undertake the functions of DTC <br /> hereunder can be found which,in the opinion of the Borrower,is willing and able to undertake such functions <br /> upon reasonable or customary terms, then the Series 2001 Bonds, as the case may be, shall no longer be <br /> restricted to being registered in the Bond Register in the name of Cede&Co.,as nominee of DTC,but may <br /> be registered in whatever name or names the Bondowners shall designate at that time, in accordance with <br /> Section 2.04. To the extent that the Beneficial Owners are designated as the transferee by the Bondowners, <br /> in accordance with Section 2.04 the Series 2001 Bonds will be delivered in appropriate form, content and <br /> Authorized Denomination to the Beneficial Owners. <br /> [The balance of this page is intentionally left blank.] <br /> - 27 - <br />