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"herein," "hereof," "hereunder" and other words of similar import refer to this Indenture as a whole <br />and not to any particular Article, Section or subdivision hereof unless the context otherwise <br />requires. The headings or titles of the several Articles and Sections hereof, and any table of <br />contents appended to copies hereof, shall be solely for convenience of reference and shall not affect <br />the meaning, construction or effect of this Indenture. <br />ARTICLE II <br />ISSUANCE OF 2024 BONDS; <br />REGISTRATION AND TRANSFER OF BONDS <br />SECTION 2.01. Authorization and Purpose of 2024 Bonds. The Authority has <br />reviewed all proceedings heretofore taken relative to the authorization of the 2024 Bonds and has <br />found, as a result of such review, and hereby finds and determines that all acts, conditions and <br />things required by law to exist, to have happened and to have been performed precedent to and in <br />the issuance of the 2024 Bonds do exist, have happened and have been performed in due time, <br />form and manner as required by law, and that the Authority is now duly authorized to issue the <br />2024 Bonds in the form and manner provided herein for the purpose of providing funds to finance <br />or refinance the costs of acquisition, construction, installation and improvement of the Project, and <br />that the 2024 Bonds shall be entitled to the benefit, protection and security of the provisions hereof. <br />SECTION 2.02. Execution of 2024 Bonds. The Chairman of the Authority is hereby <br />authorized and directed to execute each of the 2024 Bonds on behalf of the Authority and the <br />Secretary of the Authority is hereby authorized and directed to countersign each of the 2024 Bonds <br />on behalf of the Authority and to impress the seal of the Authority thereon. The signatures of such <br />Chairman and Secretary may be by printed, lithographed or engraved by facsimile reproduction. <br />In case any officer whose signature appears on the 2024 Bonds shall cease to be such officer before <br />the delivery of the 2024 Bonds to the purchaser thereof, such signature shall nevertheless be valid <br />and sufficient for all purposes as if such officer had remained in office until such delivery of the <br />2024 Bonds. <br />Only those 2024 Bonds bearing thereon a certificate of authentication and registration in <br />substantially the forms set forth in Exhibit A hereto, executed manually and dated by the Trustee, <br />shall be entitled to any benefit, protection or security hereunder or be valid or obligatory for any <br />purpose, and such certificate of the Trustee shall be conclusive evidence that the 2024 Bonds so <br />authenticated and registered have been duly authorized, executed, issued and delivered hereunder <br />and are entitled to the benefit, protection and security hereof. <br />SECTION 2.03. Transfer and Payment of Bonds. Any Bond may, in accordance <br />with its terms, be transferred in the books required to be kept pursuant to the provisions of Section <br />2.08 by the person in whose name it is registered, in person or by his duly authorized attorney, <br />upon surrender, at the Corporate Trust Office of the Trustee, of such Bond for cancellation <br />accompanied by delivery of a duly executed written instrument of transfer in a form approved by <br />the Trustee. Whenever any Bond or Bonds shall be surrendered for transfer, the Authority shall <br />execute and the Trustee shall authenticate and deliver a new Bond or Bonds of a like aggregate <br />principal amount of the same maturity and series. The Trustee shall require the payment by the <br />12 <br />55394.00068\42092121.3 <br />