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and each Interest Payment Date, a "Payment Date") in accordance with the provisions of the Indenture. <br /> Interest will be calculated and be due on the basis of a 360-day year consisting of twelve 30-day months. <br /> So long as the Bonds are in book-entry form,principal of and interest on the Bonds will be payable by the <br /> Trustee to Cede&Co. See"Book-Entry Only System"below. <br /> Book-Entry Only System <br /> Beneficial ownership interests in the Bonds will be available in book-entry-only form. The <br /> Bonds will be issued as fully-registered bonds, registered in the name of Cede& Co., as registered owner <br /> and nominee for The Depository Trust Company("DTC"), New York, New York. See"APPENDIX B - <br /> BOOK-ENTRY ONLY SYSTEM". So long as Cede & Co. is the registered owner of the Bonds, <br /> references herein to the Bondholders or holders or registered owner or owners of the Bonds mean Cede& <br /> Co. and not the beneficial owners of the Bonds. <br /> None of the Issuer, the Underwriter, the Borrower or the Trustee has any responsibility or <br /> obligation to any Beneficial Owner (as defined in APPENDIX B) with respect to (1)the accuracy of any <br /> records maintained by DTC or any DTC participant, (2) the distribution by DTC or any DTC participant <br /> of any notice that is permitted or required to be given to the owners of the Bonds, (3) the payment by DTC <br /> or any DTC participant of any amount received with respect to the Bonds, (4)any consent given or other <br /> action taken by DTC or its nominee as the owner of the Bonds, or(5)any other related matter. <br /> Special Obligations <br /> The Bonds are special, limited obligations of the Issuer payable solely from the Trust Estate (as <br /> defined herein) pledged under the Indenture and not from any other revenues, funds or assets of the <br /> Issuer. The Bonds are not general obligations, debt or bonded indebtedness of the Issuer or of the State or <br /> any political subdivision thereof, and the holder thereof does not have the right to have excises or taxes <br /> levied by the Issuer or by the State or any political subdivision thereof for the payment of the principal <br /> and premium, if any, and interest on the Bonds. <br /> Mandatory Tender <br /> Purchase of Bonds on Mandatory Tender Dates. All Outstanding Bonds shall be subject to <br /> Mandatory Tender by the Holders for purchase in whole and not in part on each Mandatory Tender Date. <br /> The purchase price for each such Bond shall be payable in lawful money of the United States of America <br /> by wire, check or draft, shall equal 100% of the principal amount to be purchased and accrued interest, if <br /> any,to the Mandatory Tender Date, and shall be paid in full on the applicable Mandatory Tender Date. <br /> Holding of Tendered Bonds. While tendered Bonds are in the custody of the Trustee pending <br /> purchase pursuant to the Indenture, the tendering Holders thereof shall be deemed the owners thereof for <br /> all purposes, and interest accruing on tendered Bonds through the day preceding the applicable <br /> Mandatory Tender Date is to be paid as if such Bonds had not been tendered for purchase. <br /> Purchase of Tendered Bonds. The Trustee shall utilize amounts representing proceeds of <br /> remarketed Bonds on deposit in the Remarketing Proceeds Account to pay the principal amount, plus <br /> accrued interest, of Bonds tendered for purchase not later than 11:30 a.m. Local Time on the Mandatory <br /> Tender Date. <br /> Undelivered Bonds. Bonds shall be deemed to have been tendered for purposes of the Indenture <br /> whether or not the Holders shall have delivered such Undelivered Bonds to the Trustee, and subject to the <br /> right of the Holders of such Undelivered Bonds to receive the purchase price of such Bonds on the <br /> - 3 - <br />