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the sum or sums so paid. No person other than an Owner shall receive a Bond evidencing the <br /> obligation of the Authority to make payments of principal, interest and premium, if any,pursuant <br /> to this Indenture. Upon delivery by the Depository to the Nominee of written notice to the effect <br /> that the Depository has determined to substitute a new Nominee in its place, and subject to the <br /> provisions herein with respect to Record Dates, such new nominee shall become the Nominee <br /> hereunder for all purposes; and upon receipt of sueh a notice of the Authority shall promptly,but <br /> in no event later than two (2) Business Days after receipt thereof, deliver a copy of the same to <br /> the Trustee. <br /> (b) Representation Letter. In order to qualify the Bonds for the Depository's <br /> book-entry system, the Authority shall execute and deliver to such Depository a letter(the"Letter <br /> of 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 <br /> inconsistent with this Indenture,to qualify the Bonds for the Depository's book-entry program. <br /> (c) - Transfers Outside Book-Entrv Svstem. In the event that either (i) the <br /> Depository determines not to continue to act as Depository for_the Bonds, or (ii) the Authority <br /> determines to terminate the Depository as such, then the Authority shall thereupon discontinue <br /> the book-entry system with such Depository. In such event, the Depository shall cooperate with <br /> the Authority and the Trustee in the issuance of replacement Bonds by providing the Trustee <br /> with a list showing the interests of the Depository System Participants in the Bonds, and by <br /> surrendering the Bonds, registered in the name of the Nominee, to the Trustee on or before the <br /> date such replacement Bonds are to be issued. The Depository, by accepting delivery of the <br /> Bonds, agrees in the Letter of Representations to be bound by the provisions of this <br /> subsection(c). If, prior.to the termination of the Depository acting as such,the Authority fails to . <br /> identify another qualified securities depository to replace the Depository,then the Bonds shall no <br /> longer be required to be registered in the Bond Register in the name of the Nominee, but shall be <br /> registered in whatever name or names the Owners transferring or exchanging Bonds shall <br /> designate, in accordance with the provisions of this Section 2.11 hereof. <br /> In the event the Authority determines that it.is in the best interests of the beneficial <br /> owners of the Bonds that they be able to obtain Bonds, the Authority may notify the Depository <br /> System Participants of the availability of such Bond through the Depository. In such event, the <br /> Trustee will, at the expense of the Authority, authenticate, transfer and exchange Bonds as <br /> required by the Depository and others in appropriate amounts; and whenever the Depository so <br /> requests, the Authority shall cooperate with the Depository in taking appropriate action (i) to <br /> make available one or more separate Bonds evidencing the Bonds to any Depository System <br /> � Participant having Bonds credited to its account with the Depository,or(ii)to arrange for another <br /> qualified securities depository to maintain custody of a single Bond evidencing such Bonds,all at <br /> the Authority's expense. . <br /> (d) Payments to the Nominee. Notwithstanding any other provision of the <br /> Indenture to the contrary, so long as any Bond is registered in the name of the Nominee, all <br /> -16- � <br /> � 338471 1.DOC <br />