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<br />-16- <br />redeem the Bonds in part, (iv) the payment to any Depository System Participant or any other <br />person, other than a Bond Owner as shown in the Bond Registration Books, of any amount with <br />respect to principal, premium, if any, or interest on the Bonds or (v) any consent given or other <br />action taken by the Depository as Owner of the Bonds. The Authority and the Trustee may treat <br />and consider the person in whose name each Bond is registered as the absolute owner of such <br />Bond for the purpose of payment of principal of and premium, if any, and interest on such Bond, <br />for the purpose of giving notices of redemption and other matters with respect to such Bond, for <br />the purpose of registering transfers of ownership of such Bond, and for all other purposes <br />whatsoever. The Trustee shall pay the principal of and the interest and premium, if any, on the <br />Bonds only to the respective Owners or their respective attorneys duly authorized in writing, and <br />all such payments shall be valid and effective to fully satisfy and discharge all obligations with <br />respect to payment of principal of and interest and premium, if any, on the Bonds to the extent <br />of the sum or sums so paid. No person other than a Bond Owner shall receive a Bond <br />evidencing the obligation of the Authority to make payments of principal, interest and premium, <br />if any, under this Indenture. Upon delivery by the Depository to the Authority of written notice to <br />the effect that the Depository has determined to substitute a new Nominee in its place, and <br />subject to the provisions herein with respect to Record Dates, such new nominee shall become <br />the Nominee hereunder for all purposes; and upon receipt of such a notice the Authority shall <br />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- <br />entry system, the Authority shall execute and deliver to such Depository a letter representing <br />such matters as shall be necessary to so qualify the Bonds. The execution and delivery of such <br />letter shall not in any way limit the provisions of subsection (a) above or in any other way <br />impose upon the Authority or the Trustee any obligation whatsoever with respect to persons <br />having interests in the Bonds other than the Bond Owners. Upon the written acceptance by the <br />Trustee, the Trustee shall agree to take all action reasonably necessary for all representations <br />of the Trustee in such letter with respect to the Trustee to at all times be complied with. In <br />addition to the execution and delivery of such letter, the Authority may take any other actions, <br />not inconsistent with this Indenture, to qualify the Bonds for the Depository’s book-entry <br />program. <br /> <br />(c) Transfers Outside Book-Entry System. If either (i) the Depository determines not <br />to continue to act as Depository for the Bonds, or (ii) the Authority determines to terminate the <br />Depository as such, then the Authority shall thereupon discontinue the book-entry system with <br />such Depository. In such event, the Depository shall cooperate with the Authority and the <br />Trustee in the issuance of replacement Bonds by providing the Trustee with a list showing the <br />interests of the Depository System Participants in the Bonds, and by surrendering the Bonds, <br />registered in the name of the Nominee, to the Trustee on or before the date such replacement <br />Bonds are to be issued. The Depository, by accepting delivery of the Bonds, agrees to be <br />bound by the provisions of this subsection (c). If, prior to the termination of the Depository <br />acting as such, the Authority fails to identify another Securities Depository to replace the <br />Depository, then the Bonds shall no longer be required to be registered in the Bond Registration <br />Books in the name of the Nominee, but shall be registered in whatever name or names the <br />Owners transferring or exchanging Bonds shall designate, in accordance with the provisions <br />hereof. <br /> <br />If the Authority determines that it is in the best interests of the beneficial owners of the <br />Bonds that they be able to obtain certificated Bonds, the Authority may notify the Depository <br />System Participants of the availability of such certificated Bonds through the Depository. In <br />such event, the Trustee will authenticate, transfer and exchange Bonds as required by the <br />Page 32 of 205