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Depository, it and the Borrower shall cause to be issued replacement Bonds in certificate form to <br /> beneficial owners of the Bonds as shown on the records of the Depository provided to the Issuer. <br /> Upon the written consent of one hundred percent (100%) of the beneficial owners of the <br /> Bonds, the Trustee shall withdraw the Bonds from any Depository and authenticate and deliver <br /> Bonds fully registered to the assignees of that Depository or its nominee. Such withdrawal, <br /> authentication and deliveryshall be at the cost and expense (including costs of printing, <br /> preparing and delivering such Bonds) of the persons requesting such withdrawal, authentication <br /> and delivery; otherwise such withdrawal, authentication and delivery shall be at the cost and <br /> expense of the Borrower. <br /> Whenever, during the term of the Bonds, the beneficial ownership thereof is determined <br /> by a book entry at a Depository, (i) the requirements in this Indenture of holding, delivering or <br /> transferring Bonds shall be deemed modified to require the appropriate Person or entity to meet <br /> the requirements of the Depository as to registering or transferring the book entry to produce the <br /> same effect and (ii) delivery of the Bonds will be in accordance with arrangements among the <br /> Issuer, the Trustee and the Depository notwithstanding any provision of this Indenture to the <br /> contrary. <br /> The Issuer has entered into or shall enter into a letter of representation with a Depository <br /> to implement the Book Entry System of Bond registration described above. <br /> (End of Article III) <br /> -24 - <br />