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<br />-15- <br />Only those 2026 Bonds bearing a certificate of authentication in the form set forth in <br />Appendix A, manually executed and dated by the Trustee, are valid or obligatory for any <br />purpose or entitled to the benefits of this Indenture, and such certificate of the Trustee is <br />conclusive evidence that such Bonds have been duly authenticated and delivered hereunder <br />and are entitled to the benefits of this Indenture. <br /> <br />SECTION 2.04. Transfer and Exchange of Bonds. <br /> <br />(a) Transfer. Any Bond may, in accordance with its terms, be transferred, upon the <br />Bond Registration Books, by the person in whose name it is registered, in person or by a duly <br />authorized attorney of such person, upon surrender of such Bond to the Trustee at its Principal <br />Corporate Trust Office for cancellation, accompanied by delivery of a written instrument of <br />transfer in a form acceptable to the Trustee, duly executed. The Trustee shall collect any tax or <br />other governmental charge on the transfer of any Bonds under this Section. Whenever any <br />Bond or Bonds shall be surrendered for transfer, the Authority shall execute and the Trustee <br />shall authenticate and deliver to the transferee a new Bond or Bonds of like series, interest rate, <br />maturity and aggregate principal amount. The Authority shall pay the cost of printing Bonds and <br />any services rendered or expenses incurred by the Trustee in connection with any transfer of <br />Bonds. <br /> <br />(b) Exchange. The Bonds may be exchanged at the Principal Corporate Trust Office <br />of the Trustee for a like aggregate principal amount of Bonds of other authorized denominations <br />and of the same series, interest rate and maturity. The Trustee shall collect any tax or other <br />governmental charge on the exchange of any Bonds under this subsection (b). The Authority <br />shall pay the cost of printing Bonds and any services rendered or expenses incurred by the <br />Trustee in connection with any exchange of Bonds. <br /> <br />(c) Limitations. The Trustee may refuse to transfer or exchange, under the <br />provisions of this Section, any Bonds selected by the Trustee for redemption under Article IV, or <br />any Bonds during the period established by the Trustee for the selection of Bonds for <br />redemption. <br /> <br />SECTION 2.05. Book-Entry System. <br /> <br />(a) Original Delivery. The Bonds will be initially delivered in the form of a separate <br />single fully registered bond (which may be typewritten) for each maturity of the Bonds. Upon <br />initial delivery, the Trustee shall register the ownership of each Bond on the Bond Registration <br />Books in the name of the Nominee. Except as provided in subsection (c), the ownership of all of <br />the Outstanding Bonds shall be registered in the name of the Nominee on the Bond Registration <br />Books. <br /> <br />With respect to Bonds the ownership of which shall be registered in the name of the <br />Nominee, the Authority and the Trustee has no responsibility or obligation to any Depository <br />System Participant or to any person on behalf of which the Nominee holds an interest in the <br />Bonds. Without limiting the generality of the immediately preceding sentence, the Authority and <br />the Trustee has no responsibility or obligation with respect to (i) the accuracy of the records of <br />the Depository, the Nominee or any Depository System Participant with respect to any <br />ownership interest in the Bonds, (ii) the delivery to any Depository System Participant or any <br />other person, other than a Bond Owner as shown in the Bond Registration Books, of any notice <br />with respect to the Bonds, including any notice of redemption, (iii) the selection by the <br />Depository of the beneficial interests in the Bonds to be redeemed if the Authority elects to <br />Page 31 of 205