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<br />14 <br />(b) Representation Letter. In order to qualify the Bonds for the Depository’s book-entry <br />system, the Authority shall execute and deliver to such Depository a letter (the “Letter of <br />Representations”) representing such matters as shall be necessary to so qualify the Bonds. The <br />execution and delivery of such letter shall not in any way limit the provisions of subsection (a) <br />above or in any other way impose upon the Authority or the Trustee any obligation whatsoever <br />with respect to persons having interests in the Bonds other than the Bond Owners. In addition to <br />the execution and delivery of such letter, the Authority may take any other actions, not inconsistent <br />with this Indenture, to qualify the Bonds for the Depository’s book-entry program. <br /> <br />(c) Transfers Outside Book-Entry System. In the event that either (i) the Depository <br />determines not to continue to act as Depository for the Bonds, or (ii) the Authority determines to <br />terminate the Depository as such, then the Authority shall thereupon discontinue the book-entry <br />system with such Depository. In such event, the Depository shall cooperate with the Authority and <br />the Trustee in the issuance of replacement Bonds by providing the Trustee with a list showing the <br />interests of the Depository System Participants in the Bonds, and by surrendering the Bonds, <br />registered in the name of the Nominee, to the Trustee on or before the date such replacement <br />Bonds are to be issued. The Depository, by accepting delivery of the Bonds, agrees in the Letter <br />of Representations to be bound by the provisions of this subsection (c). If, prior to the termination <br />of the Depository acting as such, the Authority fails to identify another qualified securities <br />depository to replace the Depository, then the Bonds shall no longer be required to be registered <br />in the Bond Register in the name of the Nominee, but shall be registered in whatever name or <br />names the Owners transferring or exchanging Bonds shall designate, in accordance with the <br />provisions of this Section 2.11 hereof. <br /> <br />In the event the Authority determines that it is in the best interests of the beneficial owners <br />of the Bonds that they be able to obtain Bonds, the Authority may notify the Depository System <br />Participants of the availability of such Bond through the Depository. In such event, the Trustee <br />will, at the expense of the Authority, authenticate, transfer and exchange Bonds as required by <br />the Depository and others in appropriate amounts; and whenever the Depository so requests, the <br />Authority shall cooperate with the Depository in taking appropriate action (i) to make available <br />one or more separate Bonds evidencing the Bonds to any Depository System Participant having <br />Bonds credited to its account with the Depository, or (ii) to arrange for another qualified securities <br />depository to maintain custody of a single Bond evidencing such Bonds, all at the Authority’s <br />expense. <br /> <br />(d) Payments to the Nominee. Notwithstanding any other provision of the Indenture to <br />the contrary, so long as any Bond is registered in the name of the Nominee, all payments with <br />respect to principal of and interest and premium, if any, on such Bonds and all notices with respect <br />to such Bonds shall be made and given, respectively, as provided in the Letter of Representations <br />or as otherwise instructed in writing by the Depository. <br /> <br />Section 2.12. Additional Bonds. (A) In addition to the Series 2024 Bonds authorized to <br />be issued under this Indenture, the Authority, may, by Supplemental Indenture, issue one or more <br />series of Additional Bonds secured by Revenues on a parity with the Series 2024 Bonds, and <br />may issue and deliver such Additional Bonds in such principal amount as shall be determined by <br />the Authority, but only upon compliance by the Authority with the provisions of this Section, <br />including the following specific conditions which are hereby made conditions precedent to the <br />issuance of such Additional Bonds: <br /> <br />(a) The parties to this Indenture shall have executed a Supplemental Indenture <br />which sets forth the terms and provisions of such Additional Bonds, including the <br />8.A. - Page 134 of 255 <br />762