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db Depositary to perform its obligations under the Depositary Agreement or from any failure of any participant or other nominee of the beneficial owners to perform any of its obligations to any beneficial owner; (iv) that the Registrar and Paying Agent shall have no fiduciary duties with respect to the Depositary, its participants or the beneficial owners of the Bonds; and (v) that the Depositary may be replaced and the depositary Agreement terminated, at the written direction of the Trustee or the Remarketing Agent (with the written consent of the Trustee in the case of any direction from the Remarketing Agent) if the Trustee or the Remarketing Agent (as the case may be), in its sole discretion, determines that the Depositary is incapable of discharging its duties under the Depositary Agreement or that the interest of the beneficial owners might be adversely affected by the continuation of the Book -Entry System. A Depositary Agreement may provide that payments of the principal or Redemption Price of and interest on, and the purchase price of the Bonds shall be made to the Depositary or its nominee or registered assigns at the place designated by such Depositary in accordance with the Depositary Agreement in immediately available funds on each day on which such amounts a+re due and payable and may include such other provisions as are deemed appropriate by the Registrar and Paying Agent. In addition, each Depositary Agreement shall contain such other provisions as shall be necessary or desirable, in the opinion of Bond Counsel, to assure compliance with applicable law. If the Trustee or the Remarketing Agent (with the written consent of the Trustee), in its sole discretion, determines that any Depositary is incapable of discharging its duties with respect to the Bonds or that the interest of the beneficial owners of the Bonds might be adversely affected by the continuation of any Book -Entry System, the Trustee or the Remarketing Agent (as the case may be) shall give written directions to the Registrar and Paying Agent to appoint a replacement depositary or to terminate the Book -Entry System. Promptly upon its receipt of such directions, the Registrar and Paying Agent shall appoint a replacement depositary or authenticate and deliver replacement Bonds to a replacement depositary, to participants of the Depositary removed or to the beneficial owners of the Bonds identified by such participants as shall be directed by the Trustee or the Remarketing Agent (as the case may be) in accordance with the provisions of Section 2.07. The Registrar and Paying Agent shall give notice of any determination to remove a Depositary or to terminate any Book -Entry System to the Depositary to be removed, the Borrower, the Rating Agencies and the Credit Facility Provider at least days before the effective date of such removal unless a shorter period shall be specified in the Depositary Agreement. - 23 -