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provided that any successor of the Securities Depository or Substitute Depository shall be <br />qualified under any applicable laws to provide the service proposed to be provided by it; <br />(ii) To any Substitute Depository designated by the Agency and not objected to by the <br />Trustee, upon (1) the resignation of the Securities Depository or its successor (or any Substitute <br />Depository or its successor) from its functions as depository or (2) a determination by the <br />Agency that the Securities Depository or its successor (or any Substitute Depository or its <br />successor) is no longer able to carry out its functions as depository; provided that any such <br />Substitute Depository shall be qualified under any applicable laws to provide the services <br />proposed to be provided by it; or <br />(iii) To any person as provided below, upon (1) the resignation of the Securities <br />Depository or its successor (or Substitute Depository or its successor) from its functions as <br />depository; provided that no Substitute Depository which is not objected to by the Trustee can be <br />obtained or (2) a determination by the Agency that it is in the best interests of the Agency to <br />remove the Securities Depository or its successor (or any Substitute Depository or its successor) <br />from its functions as depository. <br />(b) In the case of any transfer pursuant to clause (i) or clause (ii) of subsection (a) <br />hereof, upon receipt of the Outstanding Bonds by the Trustee, together with a Written Request of <br />the Agency to the Trustee, a single new Bond shall be executed and delivered in the aggregate <br />principal amount of the Bonds then Outstanding, registered in the name of such successor or <br />such Substitute Depository, or their nominees, as the case may be, all as specified in such <br />Written Request of the Agency. In the case of any transfer pursuant to clause (iii) of subsection <br />(a) hereof, upon receipt of the Outstanding Bonds by the Trustee together with a Written Request <br />of the Agency to die Trustee, new Bonds shall be executed and delivered in such denominations <br />numbered in consecutive order and registered in the names of such persons as are requested in <br />such a Written Request of the Agency, subject to the limitations of Section 2.02 hereof, provided <br />the Trustee shall not be required to deliver such new Bonds within a. period less than sixty (60) <br />days from the date of receipt of such a Written Request of the Agency. <br />(c) In the case of partial redemption or an advance refunding of the Bonds evidencing <br />all or a portion of the principal amount Outstanding, the Securities Depository shall make an <br />appropriate notation on the Bonds indicating the date and amounts of such reduction in principal, <br />in form acceptable to the Trustee. <br />(d) The Agency and the Trustee shall be entitled to treat the person in whose name <br />any Bond is registered as the Owner thereof for all purposes of the Indenture and any applicable <br />laws, notwithstanding any notice to the contrary received by the Trustee or the Agency; and the <br />Agency and the Trustee shall have no responsibility for transmitting payments to, <br />communication with, notifying, or otherwise dealing with any beneficial owners of the Bonds. <br />Neither the Agency nor the Trustee will have any responsibility or obligations, legal or <br />otherwise, to the beneficial owners or to any other party including the Securities Depository or <br />its successor (or Substitute Depository or its successor), except for the Owner of any Bond. <br />(e) So long as the outstanding Bonds are registered in the name of Cede & Co. or its <br />registered assign, the Agency and the Trustee shall cooperate with Cede & Co., as sole registered <br />21 <br />3 -39 <br />