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-23- <br />ownership of all of the Outstanding Bonds shall be registered in the name of the Nominee on <br />the Registration Books. <br />With respect to Bonds the ownership of which shallbe registered in the name of the <br />Nominee, neither the Successor Agency nor the Trustee shall have any responsibility or <br />obligation to any Depository System Participant or to any person on behalf of which the <br />Depository System Participant holds an interestin the Bonds. Without limiting the generality of <br />the immediately preceding sentence, neither the Successor Agency nor the Trustee shall have <br />any responsibility or obligation with respect to (i) the accuracy of the records of the Depository, <br />the Nominee or any Depository System Participant with respect to any ownership interest in the <br />Bonds, (ii) the delivery to any Depository System Participant or any other person, other than a <br />Bond Owner as shown in the Registration Books, of any notice with respect to the Bonds, <br />including any notice of redemption, (iii) the selection by the Depository of the beneficial interests <br />in the Bonds to be redeemed in the event the Successor Agency elects to redeem the Bonds in <br />part, (iv) the payment to any Depository System Participant or any other person, other than a <br />Bond Owner as shown in the Registration Books, of any amount with respect to principal, <br />premium, if any,or interest on the Bonds or (v) any consent given or other action taken by the <br />Depository as Owner of the Bonds. The Successor Agency and the Trustee may treat and <br />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, premiumand interest on such Bond, for the <br />purpose of giving notices ofredemption and othermatters with respect to such Bond, for the <br />purpose of registering transfers of ownership of such Bond, and for all other purposes <br />whatsoever. The Trustee shall pay the principal of and interestand 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, ifany, 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 Successor Agency to make payments of principal,interest and <br />premium, if any, pursuant to this Indenture. Upon delivery by the Depository to the Nominee of <br />written notice to the effect that the Depository has determined to substitute a new nominee in its <br />place, and subject to the provisions herein with respect to Record Dates, such new nominee <br />shall become the Nominee hereunder for all purposes; and upon receipt of such a notice the <br />Successor Agency shall promptly deliver a copy of the same to the Trustee. <br />(b) Representation Letter. In order to qualify the Bonds for the Depository's book-entry <br />system, theSuccessor Agencyand the Trustee shall execute and deliver to such Depository a <br />letter representing such matters as shall be necessary to so qualify the Bonds. The execution <br />and delivery of such letter shall not in any way limit the provisions of subsection (a) above or in <br />any other way impose upon the Successor Agencyor the Trustee any obligation whatsoever <br />with respect to persons having interests in the Bonds other than the Bond Owners. The Trustee <br />agrees to comply with all provisions in such letter with respect to the giving of notices <br />thereunder by the Trustee. In addition to the execution and delivery of such letter, upon written <br />request of the Depository or the Trustee, the Successor Agencymay take any other actions, not <br />inconsistent with this Indenture, to qualify the Bonds for the Depository's book-entry program. <br />(c) Transfers Outside Book-Entry System. In the event that either (i) the Depository <br />determines not to continue to act as Depository for the Bonds, or (ii) the Successor Agency <br />determines to terminate the Depository as such, then the Successor Agencyshall thereupon <br />discontinue the book-entry system with such Depository. In such event, the Depository shall <br />cooperate with the Successor Agencyand the Trustee in the issuance of replacement Bonds by <br />providing the Trustee with a list showing the interests of the Depository System Participants in