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<br />-20- <br />nominee shall become the Nominee hereunder for all purposes; and upon receipt of such a notice <br />the Successor Agency shall promptly deliver a copy of the same to the Trustee. <br /> <br /> (b) Representation Letter. In order to qualify the Bonds for the Depository's book-entry <br />system, the Successor Agency and the Trustee shall execute and deliver to such Depository a <br />letter representing such matters as shall be necessary to so qualify the Bonds. The execution <br />and delivery of such letter shall not in any way limit the provisions of subsection (a) above or in <br />any other way impose upon the Successor Agency or the Trustee any obligation whatsoever with <br />respect to persons having interests in the Bonds other than the Bond Owners. The Trustee <br />agrees to comply with all provisions in such letter with respect to the giving of notices thereunder <br />by the Trustee. In addition to the execution and delivery of such letter, upon written request of <br />the Depository or the Trustee, the Successor Agency 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 Successor Agency <br />determines to terminate the Depository as such, then the Successor Agency shall thereupon <br />discontinue the book-entry system with such Depository. In such event, the Depository shall <br />cooperate with the Successor Agency and the Trustee in the issuance of replacement Bonds by <br />providing the Trustee with a list showing the interests of the Depository System Participants in <br />the Bonds, and by surrendering the Bonds, registered in the name of the Nominee, to the Trustee <br />on or before the date such replacement Bonds are to be issued. The Depository, by accepting <br />delivery of the Bonds, agrees to be bound by the provisions of this subsection (c). If, prior to the <br />termination of the Depository acting as such, the Successor Agency fails to identify another <br />Securities Depository to replace the Depository, then the Bonds shall no longer be required to be <br />registered in the Registration Books in the name of the Nominee, but shall be registered in <br />whatever name or names the Owners transferring or exchanging Bonds shall designate, in <br />accordance with the provisions of this Article II. Prior to its termination, the Depository shall <br />furnish the Trustee with the names and addresses of the Depository System Participants and <br />respective ownership interests thereof. <br /> <br />446