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40 <br />Agreement or: the Mortgagi, provided that such change shall not become <br />effective until the immediately succeeding Mandatory Tender Date and provision <br />shall have been made for the giving of notice of such change to subsequent <br />purchasers of the Bonds, or. (v) that, in the judgment of the Trustee shall not <br />prejudice in any material respect the rights of the Bondholders. <br />So long as the Credit Facility shall be in affect and the Credit <br />Facility Provider shall not have wrongfully failed to honor any demand for <br />funds under the Credit Facility, the Trustee shall release the Mortgaqe if on <br />or prior to such time, the Credit Facility Provider has released the Mortgage <br />and shall, at the written request of the Credit Facility Provider, or enter <br />into or consent to such amindments, changes or modifications of the Mortgage <br />as shall be required from time to time by the Credit Facility Provider and the <br />Company (with the written consent of NHC), it being the intention that the <br />ultimate security for the Bonds shall consist of the Credit Facility and the <br />amounts received by the Issuer and the Trustee under the Loan Agreement. <br />, <br />Except as described in the preceding paragraphs, the Issuer may not <br />enter into any amendment, change or modification of the Loan Agreement without <br />the written consent 0! the Trustee and the holders of a majority of the <br />Bonds. The Trustee shall have no liability to any Bondholder or any other <br />person for any such action taken by it in good faith. <br />Book -Entry System (Section 2.10) <br />The Indenture authorizes the Register and Paying Agent to make such <br />modifications to the form of the Bonds as may be appropriate to conform to any <br />standard specifications f9r registered municipal securities which may be <br />promulgated by any body generally recognized in the municipal securities <br />industry (including the "rican National Standards Institute) in order to <br />facilitate computer or othir mechanical processing methods for registration of <br />municipal bonds. In addition, at the written direction of the Remarketing <br />Agent, the Registrar and Paying Agent shall initiate a system for the <br />registration of the Bonds in book -entry form (a "Book -Entry System") and may <br />enter into such agreements a■ may be necessary to provide for registration of <br />the Bonds in book -entry foim, with or without the issuance of physical Bond <br />instruments, 4tertificates or other writings evidencing the ownership thereof. <br />Before the Registrar and Paying Agent makes any change in the form of the <br />Bonds or initiates any Book -Entry System with respect to the Bonds, the <br />Registry and Paying Agent shall have received an opinion of Bond Counsel to <br />the effect that such change in form of the Aonds or initiation of such <br />Book -Entry System is permitted under the laws of the State of Florida and by <br />the Indenture and will not adversely affect the excludability from gross <br />income, for federal income tax purposes, of the interest paid on the Bonds. <br />Defeasance (Section 9.01) <br />if the issuer shall pay or cause to be paid the principal or <br />Redemption Price of and 'interest on all of the Bonds, then the pledge of the <br />Trust Estate tnd all other rights granted to the Trustee or the Bondholders <br />-37- <br />