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representing such matters as shall be necessary to so qualify the Series 2019 Bonds. The execution and delivery of such letter shall not in any way limit the provisions of subsection (a) above or in any other way impose upon the City or the Trustee any obligation whatsoever with respect to persons having interests in the Series 2019 Bonds other than the Bond Owners. In addition to the execution and delivery of such letter, the City may take any other actions, not inconsistent with this Indenture, to qualify the Series 2019 Bonds for the Depository's book - entry program. (c) Transfers Outside Book -Entry System. In the event that either (i) the Depository determines not to continue to act as Depository for the Series 2019 Bonds, or (ii) the City determines to terminate the Depository as such, then the City shall thereupon discontinue the book -entry system with such Depository. In such event, the Depository shall cooperate with the City and the Trustee in the execution of replacement Series 2019 Bonds by providing the Trustee with a list showing the interests of the Depository System Participants in the Series 2019 Bonds, and by surrendering the Series 2019 Bonds, registered in the name of the Nominee, to the Trustee on or before the date such replacement Series 2019 Bonds are to be issued. The Depository, by accepting delivery of the Series 2019 Bonds, agrees to be bound by the provisions of this subsection (c). If, prior to the termination of the Depository acting as such, the City fails to identify another Securities Depository to replace the Depository, then the Series 2019 Bonds shall no longer be required to be registered in the Registration Books in the name of the Nominee, but shall be registered in whatever name or names the Owners transferring or exchanging Series 2019 Bonds shall designate, in accordance with the provisions hereof. In the event the City determines that it is in the best interests of the beneficial owners of the Series 2019 Bonds that they be able to obtain certificated Series 2019 Bonds, the City may notify the Depository System Participants of the availability of such certificated Series 2019 Bonds through the Depository. In such event, the Trustee will execute, transfer and exchange Series 2019 Bonds as required by the Depository and others in appropriate amounts; and whenever the Depository requests, the Trustee and the City shall cooperate with the Depository in taking appropriate action (y) to make available one or more separate certificates evidencing the Series 2019 Bonds to any Depository System Participant having Series 2019 Bonds credited to its account with the Depository, or (z) to arrange for another Securities Depository to maintain custody of a single certificate evidencing such Series 2019 Bonds, all at the City's expense. (d) Payments to the Nominee. Notwithstanding any other provision of this Indenture to the contrary, so long as any Series 2019 Bond is registered in the name of the Nominee, all payments with respect to principal, interest and premium, if any, represented by such Series 2019 Bond and all notices with respect to such Series 2019 Bond shall be made and given, respectively, as provided in the letter described in subsection (b) of this Section or as otherwise instructed by the Depository. ARTICLE III ISSUE OF SERIES 2019 BONDS; ADDITIONAL OBLIGATIONS SECTION 3.01 Issuance of Series 2019 Bonds. Upon the execution and delivery of this Indenture, the City shall execute and deliver Series 2019 Bonds in the aggregate principal 55394.00055\32329348.3 554-33