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200510856 <br />the effect that the Depository has determined to substitute a new nominee in the <br />place of Cede & Co., and subject to the provisions in this Indenture with respect to <br />Record Dates, the term "Cede & Co." in this Section 2.11 of Article II shall refer to <br />such new nominee of the Depository. <br />(d) If the Depository gives notice to the Corporation or the Trustee <br />pursuant to the Letter of Representations that it will discontinue providing its <br />services as securities depository with respect to the Building Bonds, the Corporation <br />(at the direction of the City) shall either appoint a successor securities depository or <br />terminate the book -entry-only system for the Building Bonds under the following <br />conditions: <br />(1) Any successor securities depository must be a <br />clearing agency registered with the Securities and Exchange <br />Commission pursuant to Section 17A of the Securities Exchange Act <br />of 1934 and must enter into an agreement with the Trustee agreeing <br />to act as the depository and clearing agency for all the Building <br />Bonds. After such agreement has become effective, the Depository <br />shall present the Building Bonds for registration of transfer in <br />accordance with Section 2.03 of Article II of this Indenture and the <br />Trustee shall register them in the name of the successor securities <br />depository or its nominee. If a successor securities depository has <br />not accepted such position prior to the effective date of the <br />Depository's termination of its services, the book -entry system shall <br />automatically terminate, except as otherwise provided in this Section <br />2.11. <br />(2) If the Corporation (at the direction of the City) elects <br />to terminate the book -entry system for the Building Bonds, it shall so <br />notify the Trustee in writing. Thereafter, upon presentation of the <br />Building Bonds, or any of them, by the Depository or its nominee to <br />the Trustee for registration of transfer in accordance with Section <br />2.03 of Article 11 of this Indenture, the Trustee shall register the <br />transfer in accordance with such Section 2.03 of Article II of this <br />Indenture and all provisions of this Section 2.11 of Article III shall <br />immediately cease to be in effect, except as otherwise provided in <br />this Section 2.11. <br />(e) The Corporation (at the direction of the City) may elect to terminate <br />the book -entry system for the Building Bonds at any time by giving written notice to <br />the Depository and the Trustee. On the effective date of such termination, the <br />provisions of this Section 2.11 of Article II shall cease to be in effect, except that the <br />Trustee shall continue to comply with applicable provisions of the Letter of <br />Representations with respect to Building Bonds as to which the Depository remains <br />the registered owner. After such termination, the Trustee shall, upon presentation of <br />Building Bonds by the Depository or its nominee for registration of transfer or <br />16 <br />