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services if the Trustee (with the consent of the Issuer) or the Issuer determines that either <br /> DTC is incapable of discharging its duties or such discontinuance is in the best interests <br /> of the owners of beneficial interests in the Bonds or of the Issuer. In any such situation, <br /> the Issuer may attempt to locate another qualified securities depository. If the Issuer fails <br /> to locate another qualified securities depository to replace DTC, or if the Issuer <br /> determines that the interests of the beneficial owners or of the Issuer might be adversely <br /> affected if a book-entry system of transfer is continued (the Issuer and the Trustee <br /> undertake no obligation to make any investigation to determine the occurrence of any <br /> events that would permit it to make any such determination), the Issuer will notify DTC <br /> and the Trustee. Under any of such circumstances, at DTC's request the Issuer and the <br /> Trustee will cooperate with DTC in taking appropriate action to make available Bonds <br /> conforming to the requirements of the Indenture to any Direct Participant having Bonds <br /> credited to its DTC.account. <br /> 17. Nothing herein shall be deemed to require the Trustee to advance funds <br /> on behalf of the Issuer. <br /> 18. The Issuer and the Trustee acknowledge that, so long as CEDE & CO. is <br /> the sole owner of the ARS and IRS, it shall be entitled to all voting rights in respect <br /> thereof and to receive the full amount of all principal, premium, if any, and interest <br /> payable with respect thereto. The Issuer and the Trustee acknowledge that DTC shall <br /> treat any Direct Participant having Bonds credited to its DTC account as entitled to the <br /> full benefits of ownership of such Bonds even, in the case of Regular ARS, if the <br /> crediting of such Regular ARS to the DTC account of such Direct Participant results <br /> from transfers or failures to transfer in violation of the provisions of the Indenture. <br /> Without limiting the generality of the preceding sentence, the Issuer and the Trustee <br /> acknowledge that DTC shall treat any Direct Participant having Bonds credited to its <br /> DTC account as entitled to receive principal of, premium, if any, and interest on, and <br /> voting rights, if any, in respect of, the Bonds. (The treatment by DTC of the effects of <br /> the crediting by it of Bonds to the accounts of Direct Participants described in the <br /> preceding two sentences shall not affect the rights of the Issuer, participants in Auctions <br /> relating to the ARS, or purchasers, sellers or holders of Bonds against any Direct <br /> Participant.) Notwithstanding anything herein to the contrary, the parties acknowledge <br /> and agree that none of the Issuer or the Trustee shall have any responsibility or liability <br /> whatsoever for DTC's actions or omissions to act in respect of the Bonds. <br /> 19. The Trustee may use its DTC Participant Terminal System terminal to <br /> send messages to Direct Participants which act as agents for purchasers and prospective <br /> purchasers of Bonds. The Issuer and the Trustee agree that DTC shall have no <br /> responsibility or liability for the failure of such system to send such messages or for any <br /> errors which may occur in the transmission of such messages. <br /> 20. The Issuer hereby authorizes DTC to provide to the Trustee the Position <br /> Listings of its Participants as provided in Paragraphs 4, 5 and 8 of this letter agreement <br /> from time to time, upon request as therein provided, and also authorizes DTC, in the <br /> event of a partial redemption of the ARS and IRS, to provide the Trustee and the Auction <br /> LA1-69757,2 <br />