Common use of Book-Entry Bonds Clause in Contracts

Book-Entry Bonds. The Bonds shall be Book-Entry Bonds and shall be issued initially as one or more certificates in the name of the Clearing Agency or its nominee. For all purposes, the Trustee shall deal with the Clearing Agency as the owner of such Book-Entry Bonds in accordance with Section 3.08 of the Original Indenture. The rights of Beneficial Owners of the Book-Entry Bonds shall be limited to those established by law and agreements between such Beneficial Owners and the Clearing Agency and Clearing Agency Participants. The Beneficial Owners of the Book-Entry Bonds shall not be entitled to certificated securities for the Book-Entry Bonds as to which they are the Beneficial Owners, except as provided below. Requests and directions from, and votes of, the Clearing Agency, as Holder, shall not be deemed to be inconsistent if they are made with respect to different Beneficial Owners. Without the consent of the Issuer and the Trustee, a Book-Entry Bond may not be transferred by the Clearing Agency except to another Clearing Agency that agrees to hold the Book-Entry Bond for the account of the respective Clearing Agency Participants and Beneficial Owners. None of the Issuer, the Bond Administrator, any Master Servicer or the Trustee will have any liability for any aspect of the records relating to or payment made on account of Beneficial Owners of the Book-Entry Bonds held by the Clearing Agency, or for maintaining, supervising or reviewing any records relating to such Beneficial Owners. The Book-Entry Bonds will be issued in fully registered, certificated form to Beneficial Owners of Book-Entry Bonds or their nominees, rather than to the Clearing Agency or its nominee, only if (a) the Issuer advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Bonds and the Issuer is unable to locate a qualified successor within 30 days or (b) the Issuer, at its option, elects to terminate the book-entry system operating through the Clearing Agency. Upon the occurrence of either event described in the immediately preceding paragraph, the Trustee is required to notify the Clearing Agency, which in turn will notify all Beneficial Owners of Book-Entry Bonds through Clearing Agency Participants, of the availability of Certificated Bonds. Upon surrender by the Clearing Agency of the certificates representing the Book-Entry Bonds and receipt of instructions for re-registration, the Trustee will reissue the Book-Entry Bonds as Certificated Bonds to the Beneficial Owners identified in writing by the Clearing Agency. Such Certificated Bonds shall not constitute Book-Entry Bonds.

Appears in 1 contract

Sources: Series 10 Supplement to Indenture (Merit Securities Corp)

Book-Entry Bonds. The (a) Except as provided in Section 3.02(c), the registered owner of all of the Series 2019-A Bonds shall be BookDTC and the Series 2019-Entry A Bonds and shall be issued initially as one or more certificates registered in the name of Cede & Co., as nominee for DTC. Payment of principal of and interest on any Series 2019-A Bonds registered in the Clearing Agency name of Cede & Co. shall be made by wire transfer of New York clearing house or equivalent next day funds or by wire transfer of same day funds to the account of Cede & Co. at the address indicated on the regular Record Date or special record date for Cede & Co. in the resignation books of the Registrar. (b) The Series 2019-A Bonds shall be initially issued in the form of separate single authenticated fully registered certificates for each separate stated maturity of the Series 2019-A Bonds. Upon initial issuance, the ownership of such Series 2019-A Bonds shall be registered in the registration books of the Registrar in the name of Cede & Co., as nominee of DTC. The Trustee, the Registrar and the Authority may treat DTC (or its nominee) as the sole and exclusive owner of the Series 2019-A Bonds registered in its name for the purposes of payment of the principal of or interest on the Series 2019-A Bonds, giving any notice permitted or required to be given to Bondholders under the Agreement or this Fortieth Supplemental Agreement, registering the transfer of Series 2019-A Bonds, obtaining any consent or other action to be taken by Bondholders and for all other purposes whatsoever, and neither the Trustee, the Registrar nor the Authority shall be affected by any notice to the contrary. For Neither the Trustee, the Registrar nor the Authority shall have any responsibility or obligation to any Participant, any person claiming a beneficial ownership interest in the Series 2019-A Bonds under or through DTC or any Participant, or any other person which is not shown on the registration books as being a Bondholder, with respect to the accuracy of any records maintained by DTC or any Participant; the payment by DTC or any Participant of any amount in respect of the principal of or interest on the Series 2019-A Bonds; any notice which is permitted or required to be given to Bondholders under the Agreement; any consent given or other action taken by DTC as Bondholder; or any other purpose. The Trustee shall pay all purposesprincipal of and interest on the Series 2019-A Bonds only to or “upon the order of” DTC (as that term is used in the Uniform Commercial Code as adopted in the State of California), and all such payments shall be valid and effective to fully satisfy and discharge the Authority’s obligations with respect to the principal of and interest on the Series 2019-A Bonds to the extent of the sum or sums so paid. No person other than DTC shall receive an authenticated Series 2019-A Bond evidencing the obligation of the Authority to make payments of principal and interest pursuant to the Agreement. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions herein with respect to Record Dates, the word “Cede & Co.” in this Fortieth Supplemental Agreement shall refer to such new nominee of DTC. (c) In the event the Authority determines that it is in the best interest of the Beneficial Owners that they be able to obtain bond certificates, and notifies DTC, the Trustee and the Registrar of such determination, then DTC will notify the Participants of the availability through DTC of bond certificates. In such event, the Trustee shall deal with the Clearing Agency as the owner of such Book-Entry Bonds in accordance with Section 3.08 of the Original Indenture. The rights of Beneficial Owners of the Book-Entry Bonds shall be limited to those established by law and agreements between such Beneficial Owners authenticate and the Clearing Agency Registrar shall transfer and Clearing Agency Participantsexchange bond certificates as requested by DTC and any other Bondholders in appropriate amounts. The Beneficial Owners of the Book-Entry Bonds shall not be entitled DTC may determine to certificated securities for the Book-Entry Bonds as to which they are the Beneficial Owners, except as provided below. Requests and directions from, and votes of, the Clearing Agency, as Holder, shall not be deemed to be inconsistent if they are made with respect to different Beneficial Owners. Without the consent of the Issuer and the Trustee, a Book-Entry Bond may not be transferred by the Clearing Agency except to another Clearing Agency that agrees to hold the Book-Entry Bond for the account of the respective Clearing Agency Participants and Beneficial Owners. None of the Issuer, the Bond Administrator, any Master Servicer or the Trustee will have any liability for any aspect of the records relating to or payment made on account of Beneficial Owners of the Book-Entry Bonds held by the Clearing Agency, or for maintaining, supervising or reviewing any records relating to such Beneficial Owners. The Book-Entry Bonds will be issued in fully registered, certificated form to Beneficial Owners of Book-Entry Bonds or their nominees, rather than to the Clearing Agency or discontinue providing its nominee, only if (a) the Issuer advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as depository services with respect to the BookSeries 2019-Entry A Bonds at any time by giving notice to the Authority and the Issuer Trustee and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is unable no successor securities depository), the Authority and the Trustee shall be obligated to locate a qualified successor within 30 days or (b) the Issuer, at its option, elects to terminate the book-entry system operating through the Clearing Agency. Upon the occurrence of either event deliver bond certificates as described in this Fortieth Supplemental Agreement. In the immediately preceding paragraphevent Bond certificates are issued, the provisions of the Agreement and this Fortieth Supplemental Agreement shall apply to, among other things, the transfer and exchange of such certificates and the method of payment of principal of and interest on such certificates. Whenever DTC requests the Authority and the Trustee to do so, the Trustee is required and the Authority will cooperate with DTC in taking appropriate action after reasonable notice (i) to notify make available one or more separate certificates evidencing the Clearing Agency, which in turn will notify all Beneficial Owners Series 2019-A Bonds to any Participant having Series 2019-A Bonds credited to its DTC account or (ii) to arrange for another securities depository to maintain custody of Bookcertificates evidencing the Series 2019-Entry Bonds through Clearing Agency Participants, A Bonds. (d) Notwithstanding any other provision of the availability Agreement and this Fortieth Supplemental Agreement to the contrary, so long as any Series 2019-A Bond is registered in the name of Certificated Bonds. Upon surrender Cede & Co., as nominee of DTC, all payments with respect to the principal of and interest on such Series 2019-A Bond and all notices with respect to such Series 2019-A Bond shall be made and given, respectively, to DTC as provided in the Representation Letter. (e) In connection with any notice or other communication to be provided to Bondholders pursuant to the Agreement and this Fortieth Supplemental Agreement by the Clearing Agency of Authority or the certificates representing the Book-Entry Bonds and receipt of instructions for re-registrationTrustee with respect to any consent or other action to be taken by Bondholders, the Trustee will reissue Authority or the Book-Entry Bonds Trustee, as Certificated Bonds the case may be, shall establish a record date for such consent or other action and give DTC notice of such record date not less than 15 calendar days in advance of such record date to the Beneficial Owners identified in writing by extent possible. Notice to DTC shall be given only when DTC is the Clearing Agencysole Bondholder. Such Certificated Bonds shall not constitute BookNEITHER THE AUTHORITY NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO PARTICIPANTS, INDIRECT PARTICIPANTS OR BENEFICIAL OWNERS WITH RESPECT TO: THE PAYMENT BY DTC, ANY PARTICIPANT OR ANY INDIRECT PARTICIPANT OF THE PRINCIPAL OF OR INTEREST ON THE SERIES 2019-Entry BondsA BONDS; THE PROVIDING OF NOTICE TO PARTICIPANTS, INDIRECT PARTICIPANTS OR BENEFICIAL OWNERS; THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC, ANY PARTICIPANT OR ANY INDIRECT PARTICIPANT; OR ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS OWNER OF THE SERIES 2019-A BONDS.

Appears in 1 contract

Sources: Supplemental Trust Agreement

Book-Entry Bonds. The (a) Except as provided in paragraph (c) of this Section, the registered Owner of all of the Series 2022-A Bonds shall be BookDTC and the Series 2022-Entry A Bonds and shall be issued initially as one or more certificates registered in the name of Cede & Co., as nominee for DTC. Payment of principal and redemption price of and interest on any Series 2022-A Bond registered in the name of Cede & Co. shall be made by wire transfer of New York Clearing Agency House or equivalent next day funds or by wire transfer of same day funds to the account of Cede & Co. at the address indicated on the regular Record Date or special record date for Cede & Co. in the registration books of the Registrar. (b) The Series 2022-A Bonds shall be initially issued in the form of separate single authenticated fully registered bond certificates for each separate stated maturity of the Series 2022-A Bonds. Upon initial issuance, the ownership of such Series 2022-A Bonds shall be registered in the registration books of the Registrar in the name of Cede & Co., as nominee of DTC. The Trustee, the Registrar and the Authority may treat DTC (or its nominee) as the sole and exclusive owner of the Series 2022-A Bonds registered in its name for the purposes of payment of the principal and redemption price of or interest on the Series 2022-A Bonds, giving any notice permitted or required to be given to Bondholders under the Agreement or this Thirty-Third Supplemental Agreement, registering the transfer of Series 2022-A Bonds, obtaining any consent or other action to be taken by Bondholders and for all other purposes whatsoever, and none of the Trustee, the Registrar or the Authority shall be affected by any notice to the contrary. For None of the Trustee, the Registrar or the Authority shall have any responsibility or obligation to any Participant, any person claiming a beneficial ownership interest in the Series 2022-A Bonds under or through DTC or any Participant, or any other person which is not shown on the registration books as being a Bondholder, with respect to the accuracy of any records maintained by DTC or any Participant; the payment by DTC or any Participant of any amount in respect of the principal and redemption price of or interest on the Series 2022-A Bonds; any notice which is permitted or required to be given to Bondholders under the Agreement or this Thirty-Third Supplemental Agreement; any consent given or other action taken by DTC as Bondholder; or any other purpose. The Trustee shall pay all purposesprincipal and redemption price of and interest on the Series 2022-A Bonds only to or “upon the order of” DTC (as that term is used in the Uniform Commercial Code as adopted in the State of California), and all such payments shall be valid and effective to fully satisfy and discharge the Authority’s obligations with respect to the principal and redemption price of and interest on the Series 2022-A Bonds to the extent of the sum or sums so paid. No person other than DTC shall receive an authenticated Series 2022-A Bond evidencing the obligation of the Authority to make payments of principal and redemption price and interest pursuant to the Agreement. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions herein with respect to Record Dates, the name “Cede & Co.” in this Thirty-Third Supplemental Agreement shall refer to such new nominee of DTC. (c) In the event the Authority determines that it is in the best interest of the Beneficial Owners that they be able to obtain bond certificates, and notifies DTC, the Trustee and the Registrar of such determination, then DTC will notify the Participants of the availability through DTC of bond certificates. In such event, the Trustee shall deal with the Clearing Agency as the owner of such Book-Entry Bonds in accordance with Section 3.08 of the Original Indenture. The rights of Beneficial Owners of the Book-Entry Bonds shall be limited to those established by law and agreements between such Beneficial Owners authenticate and the Clearing Agency Registrar shall transfer and Clearing Agency Participantsexchange bond certificates as requested by DTC and any other Bondholders in appropriate amounts. The Beneficial Owners of the Book-Entry Bonds shall not be entitled DTC may determine to certificated securities for the Book-Entry Bonds as to which they are the Beneficial Owners, except as provided below. Requests and directions from, and votes of, the Clearing Agency, as Holder, shall not be deemed to be inconsistent if they are made with respect to different Beneficial Owners. Without the consent of the Issuer and the Trustee, a Book-Entry Bond may not be transferred by the Clearing Agency except to another Clearing Agency that agrees to hold the Book-Entry Bond for the account of the respective Clearing Agency Participants and Beneficial Owners. None of the Issuer, the Bond Administrator, any Master Servicer or the Trustee will have any liability for any aspect of the records relating to or payment made on account of Beneficial Owners of the Book-Entry Bonds held by the Clearing Agency, or for maintaining, supervising or reviewing any records relating to such Beneficial Owners. The Book-Entry Bonds will be issued in fully registered, certificated form to Beneficial Owners of Book-Entry Bonds or their nominees, rather than to the Clearing Agency or discontinue providing its nominee, only if (a) the Issuer advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as depository services with respect to the BookSeries 2022-Entry A Bonds at any time by giving notice to the Authority and the Issuer Trustee and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is unable no successor securities depository), the Authority and the Trustee shall be obligated to locate a qualified successor within 30 days or (b) the Issuer, at its option, elects to terminate the book-entry system operating through the Clearing Agency. Upon the occurrence of either event deliver bond certificates as described in this Thirty-Third Supplemental Agreement. In the immediately preceding paragraphevent bond certificates are issued, the provisions of the Agreement and this Thirty-Third Supplemental Agreement shall apply to, among other things, the transfer and exchange of such certificates and the method of payment of principal and redemption price of and interest on such certificates. Whenever DTC requests the Authority and the Trustee to do so, the Trustee is required and the Authority will cooperate with DTC in taking appropriate action after reasonable notice (i) to notify make available one or more separate certificates evidencing the Clearing Agency, which in turn will notify all Beneficial Owners Series 2022-A Bonds to any Participant having Series 2022-A Bonds credited to its DTC account or (ii) to arrange for another securities depository to maintain custody of Bookcertificates evidencing the Series 2022-Entry Bonds through Clearing Agency Participants, A Bonds. (d) Notwithstanding any other provision of the availability Agreement and this Thirty- Third Supplemental Agreement to the contrary, so long as any Series 2022-A Bond is registered in the name of Certificated Bonds. Upon surrender Cede & Co., as nominee of DTC, all payments with respect to the principal and redemption price of and interest on such Series 2022-A Bond and all notices with respect to such Series 2022-A Bond shall be made and given, respectively, to DTC as provided in the Representation Letter. (e) In connection with any notice or other communication to be provided to Bondholders pursuant to the Agreement and this Thirty-Third Supplemental Agreement by the Clearing Agency of Authority or the certificates representing the Book-Entry Bonds and receipt of instructions for re-registrationTrustee with respect to any consent or other action to be taken by Bondholders, the Trustee will reissue Authority or the Book-Entry Bonds Trustee, as Certificated Bonds the case may be, shall establish a record date for such consent or other action and give DTC notice of such record date not less than fifteen (15) calendar days in advance of such record date to the Beneficial Owners identified in writing by extent possible. Notice to DTC shall be given only when DTC is the Clearing Agencysole Bondholder. Such Certificated Bonds shall not constitute BookNEITHER THE AUTHORITY NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO PARTICIPANTS, INDIRECT PARTICIPANTS OR BENEFICIAL OWNERS WITH RESPECT TO: THE PAYMENT BY DTC, ANY PARTICIPANT OR ANY INDIRECT PARTICIPANT OF THE PRINCIPAL AND REDEMPTION PRICE OF OR INTEREST ON THE SERIES 2022-Entry BondsA BONDS; THE PROVIDING OF NOTICE TO PARTICIPANTS, INDIRECT PARTICIPANTS OR BENEFICIAL OWNERS; THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC, ANY PARTICIPANT OR ANY INDIRECT PARTICIPANT; OR ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS OWNER OF THE SERIES 2022-A BONDS.

Appears in 1 contract

Sources: Supplemental Trust Agreement

Book-Entry Bonds. The (a) Except as provided in Section 35.04(c), the registered owner of all of the Series 2021-A Bonds shall be Bookthe Securities Depository and the Series 2021-Entry A Bonds and shall be issued initially as one or more certificates registered in the name of Cede & Co., as nominee for the Clearing Agency Securities Depository. Payment of principal and redemption price of and interest on any Series 2021-A Bonds registered in the name of Cede & Co. shall be made by wire transfer of New York clearing house or equivalent next day funds or by wire transfer of same day funds to the account of Cede & Co. at the address indicated on the regular Record Date or special record date for Cede & Co. in the Bond Register held by the Trustee. (b) The Series 2021-A Bonds shall be initially issued in the form of separate single authenticated fully registered certificates for each separate stated maturity and interest rate of the Series 2021-A Bonds. Upon initial issuance, the ownership of such Series 2021-A Bonds shall be registered in the Bond Register in the name of Cede & Co., as nominee of the Securities Depository. The Trustee and the Authority may treat the Securities Depository (or its nominee) as the sole and exclusive owner of the Series 2021-A Bonds registered in its name for the purposes of payment of the principal and redemption price of or interest on the Series 2021-A Bonds, giving any notice permitted or required to be given to Bondholders under the Trust Agreement or this Sixth Supplemental Trust Agreement, registering the transfer of Series 2021- Bonds, obtaining any consent or other action to be taken by Bondholders and for all other purposes whatsoever, and neither the Trustee nor the Authority shall be affected by any notice to the contrary. For Neither the Trustee nor the Authority shall have any responsibility or obligation to any Participant, any person claiming a beneficial ownership interest in the Series 2021-A Bonds under or through the Securities Depository or any Participant, or any other person which is not shown on the registration books as being a Bondholder, with respect to the accuracy of any records maintained by the Securities Depository or any Participant; the payment by the Securities Depository or any Participant of any amount in respect of the principal and redemption price of or interest on the Series 2021-A Bonds; any notice which is permitted or required to be given to Bondholders under the Trust Agreement and this Sixth Supplemental Trust Agreement; any consent given or other action taken by the Securities Depository as Bondholder; or any other purpose. The Trustee shall pay all purposesprincipal and redemption price of and interest on the Series 2021-A Bonds only to or “upon the order of” the Securities Depository (as that term is used in the Uniform Commercial Code as adopted in the State of California), and all such payments shall be valid and effective to fully satisfy and discharge the Authority’s obligations with respect to the principal and redemption price of and interest on the Series 2021-A Bonds to the extent of the sum or sums so paid. No person other than the Securities Depository shall receive an authenticated Series 2021-A Bond evidencing the obligation of the Authority to make payments of principal and redemption price and interest pursuant to the Trust Agreement and this Sixth Supplemental Trust Agreement. Upon delivery by the Securities Depository to the Trustee of written notice to the effect that the Securities Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions herein with respect to Record Dates, the word “Cede & Co.” in this Sixth Supplemental Trust Agreement shall refer to such new nominee of the Securities Depository. (c) In the event the Authority determines that it is in the best interest of the Beneficial Owners that they be able to obtain bond certificates, and notifies the Securities Depository and the Trustee of such determination, then the Securities Depository will notify the Participants of the availability through the Securities Depository of bond certificates. In such event, the Trustee shall deal with authenticate, transfer and exchange bond certificates as requested by the Clearing Agency as the owner of such Book-Entry Bonds Securities Depository and any other Bondholders in accordance with Section 3.08 of the Original Indentureappropriate amounts. The rights of Beneficial Owners of the Book-Entry Bonds shall be limited Securities Depository may determine to those established by law and agreements between such Beneficial Owners and the Clearing Agency and Clearing Agency Participants. The Beneficial Owners of the Book-Entry Bonds shall not be entitled to certificated securities for the Book-Entry Bonds as to which they are the Beneficial Owners, except as provided below. Requests and directions from, and votes of, the Clearing Agency, as Holder, shall not be deemed to be inconsistent if they are made with respect to different Beneficial Owners. Without the consent of the Issuer and the Trustee, a Book-Entry Bond may not be transferred by the Clearing Agency except to another Clearing Agency that agrees to hold the Book-Entry Bond for the account of the respective Clearing Agency Participants and Beneficial Owners. None of the Issuer, the Bond Administrator, any Master Servicer or the Trustee will have any liability for any aspect of the records relating to or payment made on account of Beneficial Owners of the Book-Entry Bonds held by the Clearing Agency, or for maintaining, supervising or reviewing any records relating to such Beneficial Owners. The Book-Entry Bonds will be issued in fully registered, certificated form to Beneficial Owners of Book-Entry Bonds or their nominees, rather than to the Clearing Agency or discontinue providing its nominee, only if (a) the Issuer advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as depository services with respect to the BookSeries 2021-Entry A Bonds at any time by giving notice to the Authority and the Issuer Trustee and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is unable no successor securities depository), the Authority and the Trustee shall be obligated to locate a qualified successor within 30 days or (b) the Issuer, at its option, elects to terminate the book-entry system operating through the Clearing Agency. Upon the occurrence of either event deliver bond certificates as described in the immediately preceding paragraphTrust Agreement and this Sixth Supplemental Trust Agreement. In the event Bond certificates are issued, the provisions of the Trust Agreement and this Sixth Supplemental Trust Agreement shall apply to, among other things, the transfer and exchange of such certificates and the method of payment of principal and redemption price of and interest on such certificates. Whenever the Securities Depository requests the Authority and the Trustee to do so, the Trustee is required and the Authority will cooperate with the Securities Depository in taking appropriate action after reasonable notice (i) to notify make available one or more separate certificates evidencing the Clearing Agency, which in turn will notify all Beneficial Owners Series 2021-A Bonds to any Participant having Series 2021-A Bonds credited to its the Securities Depository account or (ii) to arrange for another securities depository to maintain custody of Bookcertificates evidencing the Series 2021-Entry Bonds through Clearing Agency Participants, A Bonds. (d) Notwithstanding any other provision of the availability Trust Agreement and this Sixth Supplemental Trust Agreement to the contrary, so long as any Series 2021-A Bond is registered in the name of Certificated Bonds. Upon surrender Cede & Co., as nominee of the Securities Depository, all payments with respect to the principal and redemption price of and interest on such Series 2021-A Bond and all notices with respect to such Series 2021-A Bond shall be made and given, respectively, to the Securities Depository as provided in the Representation Letter. (e) In connection with any notice or other communication to be provided to Bondholders pursuant to the Trust Agreement and this Sixth Supplemental Trust Agreement by the Clearing Agency of Authority or the certificates representing the Book-Entry Bonds and receipt of instructions for re-registrationTrustee with respect to any consent or other action to be taken by Bondholders, the Trustee will reissue Authority or the Book-Entry Bonds Trustee, as Certificated Bonds the case may be, shall establish a record date for such consent or other action and give the Securities Depository notice of such record date not less than fifteen (15) calendar days in advance of such record date to the Beneficial Owners identified in writing by extent possible. Notice to the Clearing AgencySecurities Depository shall be given only when the Securities Depository is the sole Bondholder. Such Certificated Bonds shall not constitute BookNEITHER THE AUTHORITY NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO PARTICIPANTS, INDIRECT PARTICIPANTS OR BENEFICIAL OWNERS WITH RESPECT TO: THE PAYMENT BY THE SECURITIES DEPOSITORY, ANY PARTICIPANT OR ANY INDIRECT PARTICIPANT OF THE PRINCIPAL AND REDEMPTION PRICE OF OR INTEREST ON THE SERIES 2021-Entry BondsA BONDS; THE PROVIDING OF NOTICE TO PARTICIPANTS, INDIRECT PARTICIPANTS OR BENEFICIAL OWNERS; THE ACCURACY OF ANY RECORDS MAINTAINED BY THE SECURITIES DEPOSITORY, ANY PARTICIPANT OR ANY INDIRECT PARTICIPANT; OR ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY THE SECURITIES DEPOSITORY AS HOLDER OF THE SERIES 2021-A BONDS.

Appears in 1 contract

Sources: Supplemental Trust Agreement

Book-Entry Bonds. The (a) Except as provided in subparagraph (c) of this Section 2.12, the registered Owner of all of the Bonds shall be DTC and the Bonds shall be designated as Book-Entry Bonds and shall be issued initially as one or more certificates registered in the name of Cede & Co., as nominee for DTC. Notwithstanding anything to the Clearing Agency contrary contained in this Indenture, payment of interest with respect to any Book-Entry Bond registered as of each Record Date in the name of Cede & Co. shall be made by wire transfer of same-day funds to the account of Cede & Co. on the payment date for the Book-Entry Bonds at the address indicated on the record date or its nomineespecial record date for Cede & Co. in the Registration Books or as otherwise provided in the Representation Letter. (b) The Book-Entry Bonds shall be initially issued in the form of separate single fully registered Book-Entry Bonds in the amount of each separate stated maturity of the Book-Entry Bonds. For all purposesUpon initial issuance, the Trustee shall deal with the Clearing Agency as the owner ownership of such Book-Entry Bonds shall be registered in accordance with Section 3.08 the Registration Books in the name of the Original IndentureCede & Co., as nominee of DTC. The rights of Beneficial Owners Trustee and the County may treat DTC (or its nominee) as the sole and exclusive Owner of the Book-Entry Bonds shall be limited to those established by law and agreements between such Beneficial Owners and registered in its name for the Clearing Agency and Clearing Agency Participants. The Beneficial Owners purposes of payment of the Book-Entry Bonds shall not be entitled to certificated securities for the Book-Entry Bonds as to which they are the Beneficial Ownersprincipal, except as provided below. Requests and directions from, and votes of, the Clearing Agency, as Holder, shall not be deemed to be inconsistent if they are made with respect to different Beneficial Owners. Without the consent of the Issuer and the Trustee, a Book-Entry Bond may not be transferred by the Clearing Agency except to another Clearing Agency that agrees to hold the Book-Entry Bond for the account of the respective Clearing Agency Participants and Beneficial Owners. None of the Issuer, the Bond Administrator, any Master Servicer Redemption Price or the Trustee will have any liability for any aspect of the records relating to or payment made on account of Beneficial Owners of the Book-Entry Bonds held by the Clearing Agency, or for maintaining, supervising or reviewing any records relating to such Beneficial Owners. The Book-Entry Bonds will be issued in fully registered, certificated form to Beneficial Owners of Book-Entry Bonds or their nominees, rather than to the Clearing Agency or its nominee, only if (a) the Issuer advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as depository interest with respect to the Book-Entry Bonds and the Issuer is unable or portions thereof to locate a qualified successor within 30 days be redeemed, giving any notice permitted or (b) the Issuer, at its option, elects to terminate the book-entry system operating through the Clearing Agency. Upon the occurrence of either event described in the immediately preceding paragraph, the Trustee is required to notify the Clearing Agency, which in turn will notify all Beneficial be given to Owners of Book-Entry Bonds through Clearing Agency Participantsunder this Indenture, registering the transfer of Book-Entry Bonds, obtaining any consent or other action to be taken by Owners of Book-Entry Bonds and for all other purposes whatsoever, and neither the availability of Certificated BondsTrustee nor the County shall be affected by any notice to the contrary. Upon surrender by Neither the Clearing Agency of Trustee nor the certificates representing County shall have any responsibility or obligation to any Participant, any person claiming a beneficial ownership interest in the Book-Entry Bonds under or through DTC or any Participant, or any other person which is not shown on the Registration Books as being an Owner, with respect to the accuracy of any records maintained by DTC or any Participant; the payment by DTC or any Participant of any amount in respect of the principal, Redemption Price or interest with respect to the Book-Entry Bonds; any notice of which is permitted or required to be given to Owners of Book-Entry Bonds under this Indenture; the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of the Book-Entry Bonds; or any consent given or other action taken by DTC as Owner of Book-Entry Bonds. The Trustee shall pay all principal, premium, if any, and receipt interest with respect to the Book-Entry Bonds, only to DTC, and all such payments shall be valid and effective to fully satisfy and discharge the County’s obligations with respect to the principal, premium, if any, and interest with respect to the Book- Entry Bonds to the extent of instructions the sum or sums so paid. Except under the conditions of (c) below, no person other than DTC shall receive an executed Book-Entry Bond for reeach separate stated maturity. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions herein with respect to record dates, the term “Cede & Co.” in this Indenture shall refer to such new nominee of DTC. (c) In the event (i) DTC, including any successor as securities depository for the Book-registrationEntry Bonds, determines not to continue to act as securities depository for the Book-Entry Bonds, or (ii) the County determines that the incumbent securities depository shall no longer so act, and delivers a written certificate to the Trustee to that effect, then the County will discontinue the book-entry system with the incumbent securities depository for the Book-Entry Bonds. If the County determines to replace the incumbent securities depository for the Book- Entry Bonds with another qualified securities depository, the County shall prepare or direct the preparation of a new single, separate fully registered Book Entry Bond for the aggregate outstanding principal amount of Book-Entry Bonds of each maturity, registered in the name of such successor or substitute qualified securities depository, or its nominee, or make such other arrangements acceptable to the County, the Trustee will reissue and the successor securities depository for Book-Entry Bonds as are not inconsistent with the terms of this Indenture. If the County fails to identify another qualified successor securities depository of the Book-Entry Bonds as Certificated Bonds to replace the Beneficial Owners identified in writing by incumbent securities depository, then the Clearing Agency. Such Certificated Book-Entry Bonds shall not constitute no longer be restricted to being registered in the Registration Books in the name of the incumbent securities depository or its nominee, but shall be registered in whatever name or names the incumbent securities depository for the Book-Entry Bonds, or its nominee, shall designate. In such event the Trustee shall authenticate and deliver a sufficient quantity of Book-Entry Bonds as to carry out the transfers and exchanges otherwise provided herein. All such Book-Entry Bonds shall be in fully registered form in denominations authorized by this Indenture. (d) Notwithstanding any other provision of this Indenture to the contrary, so long as any Book-Entry Bond is registered in the name of DTC, or its nominee, all payments with respect to the principal, premium, if any, and interest with respect to such Book-Entry Bond and all notices with respect to such Book-Entry Bond shall be made and given, respectively, as provided in the Representation Letter. (e) In connection with any notice or other communication to be provided to Owners of Book-Entry Bonds pursuant to this Indenture by the County or the Trustee with respect to any consent or other action to be taken by Owners, the County or the Trustee, as the case may be, shall establish a record date for such consent or other action and give DTC notice of such record date not less than 15 calendar days in advance of such record date to the extent possible.

Appears in 1 contract

Sources: Indenture of Trust

Book-Entry Bonds. The (a) Except as provided in paragraph (c) of this Section, the registered Owner of all of the Series 2021-A Bonds shall be BookDTC and the Series 2021-Entry A Bonds and shall be issued initially as one or more certificates registered in the name of Cede & Co., as nominee for DTC. Payment of principal and redemption price of and interest on any Series 2021-A Bond registered in the name of Cede & Co. shall be made by wire transfer of New York Clearing Agency House or equivalent next day funds or by wire transfer of same day funds to the account of Cede & Co. at the address indicated on the regular Record Date or special record date for Cede & Co. in the registration books of the Registrar. (b) The Series 2021-A Bonds shall be initially issued in the form of separate single authenticated fully registered bond certificates for each separate stated maturity of the Series 2021-A Bonds. Upon initial issuance, the ownership of such Series 2021-A Bonds shall be registered in the registration books of the Registrar in the name of Cede & Co., as nominee of DTC. The Trustee, the Registrar and the Authority may treat DTC (or its nominee) as the sole and exclusive owner of the Series 2021-A Bonds registered in its name for the purposes of payment of the principal and redemption price of or interest on the Series 2021-A Bonds, giving any notice permitted or required to be given to Bondholders under the Agreement or this Thirty-Second Supplemental Agreement, registering the transfer of Series 2021-A Bonds, obtaining any consent or other action to be taken by Bondholders and for all other purposes whatsoever, and none of the Trustee, the Registrar or the Authority shall be affected by any notice to the contrary. For None of the Trustee, the Registrar or the Authority shall have any responsibility or obligation to any Participant, any person claiming a beneficial ownership interest in the Series 2021-A Bonds under or through DTC or any Participant, or any other person which is not shown on the registration books as being a Bondholder, with respect to the accuracy of any records maintained by DTC or any Participant; the payment by DTC or any Participant of any amount in respect of the principal and redemption price of or interest on the Series 2021- A Bonds; any notice which is permitted or required to be given to Bondholders under the Agreement or this Thirty-Second Supplemental Agreement; any consent given or other action taken by DTC as Bondholder; or any other purpose. The Trustee shall pay all purposesprincipal and redemption price of and interest on the Series 2021-A Bonds only to or “upon the order of” DTC (as that term is used in the Uniform Commercial Code as adopted in the State of California), and all such payments shall be valid and effective to fully satisfy and discharge the Authority’s obligations with respect to the principal and redemption price of and interest on the Series 2021-A Bonds to the extent of the sum or sums so paid. No person other than DTC shall receive an authenticated Series 2021-A Bond evidencing the obligation of the Authority to make payments of principal and redemption price and interest pursuant to the Agreement. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions herein with respect to Record Dates, the name “Cede & Co.” in this Thirty-Second Supplemental Agreement shall refer to such new nominee of DTC. (c) In the event the Authority determines that it is in the best interest of the Beneficial Owners that they be able to obtain bond certificates, and notifies DTC, the Trustee and the Registrar of such determination, then DTC will notify the Participants of the availability through DTC of bond certificates. In such event, the Trustee shall deal with the Clearing Agency as the owner of such Book-Entry Bonds in accordance with Section 3.08 of the Original Indenture. The rights of Beneficial Owners of the Book-Entry Bonds shall be limited to those established by law and agreements between such Beneficial Owners authenticate and the Clearing Agency Registrar shall transfer and Clearing Agency Participantsexchange bond certificates as requested by DTC and any other Bondholders in appropriate amounts. The Beneficial Owners of the Book-Entry Bonds shall not be entitled DTC may determine to certificated securities for the Book-Entry Bonds as to which they are the Beneficial Owners, except as provided below. Requests and directions from, and votes of, the Clearing Agency, as Holder, shall not be deemed to be inconsistent if they are made with respect to different Beneficial Owners. Without the consent of the Issuer and the Trustee, a Book-Entry Bond may not be transferred by the Clearing Agency except to another Clearing Agency that agrees to hold the Book-Entry Bond for the account of the respective Clearing Agency Participants and Beneficial Owners. None of the Issuer, the Bond Administrator, any Master Servicer or the Trustee will have any liability for any aspect of the records relating to or payment made on account of Beneficial Owners of the Book-Entry Bonds held by the Clearing Agency, or for maintaining, supervising or reviewing any records relating to such Beneficial Owners. The Book-Entry Bonds will be issued in fully registered, certificated form to Beneficial Owners of Book-Entry Bonds or their nominees, rather than to the Clearing Agency or discontinue providing its nominee, only if (a) the Issuer advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as depository services with respect to the BookSeries 2021-Entry A Bonds at any time by giving notice to the Authority and the Issuer Trustee and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is unable no successor securities depository), the Authority and the Trustee shall be obligated to locate a qualified successor within 30 days or (b) the Issuer, at its option, elects to terminate the book-entry system operating through the Clearing Agency. Upon the occurrence of either event deliver bond certificates as described in this Thirty-Second Supplemental Agreement. In the immediately preceding paragraphevent bond certificates are issued, the provisions of the Agreement and this Thirty-Second Supplemental Agreement shall apply to, among other things, the transfer and exchange of such certificates and the method of payment of principal and redemption price of and interest on such certificates. Whenever DTC requests the Authority and the Trustee to do so, the Trustee is required and the Authority will cooperate with DTC in taking appropriate action after reasonable notice (i) to notify make available one or more separate certificates evidencing the Clearing Agency, which in turn will notify all Beneficial Owners Series 2021-A Bonds to any Participant having Series 2021-A Bonds credited to its DTC account or (ii) to arrange for another securities depository to maintain custody of Bookcertificates evidencing the Series 2021-Entry Bonds through Clearing Agency Participants, A Bonds. (d) Notwithstanding any other provision of the availability Agreement and this Thirty- Second Supplemental Agreement to the contrary, so long as any Series 2021-A Bond is registered in the name of Certificated Bonds. Upon surrender Cede & Co., as nominee of DTC, all payments with respect to the principal and redemption price of and interest on such Series 2021-A Bond and all notices with respect to such Series 2021-A Bond shall be made and given, respectively, to DTC as provided in the Representation Letter. (e) In connection with any notice or other communication to be provided to Bondholders pursuant to the Agreement and this Thirty-Second Supplemental Agreement by the Clearing Agency of Authority or the certificates representing the Book-Entry Bonds and receipt of instructions for re-registrationTrustee with respect to any consent or other action to be taken by Bondholders, the Trustee will reissue Authority or the Book-Entry Bonds Trustee, as Certificated Bonds the case may be, shall establish a record date for such consent or other action and give DTC notice of such record date not less than fifteen (15) calendar days in advance of such record date to the Beneficial Owners identified in writing by extent possible. Notice to DTC shall be given only when DTC is the Clearing Agencysole Bondholder. Such Certificated Bonds shall not constitute BookNEITHER THE AUTHORITY NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO PARTICIPANTS, INDIRECT PARTICIPANTS OR BENEFICIAL OWNERS WITH RESPECT TO: THE PAYMENT BY DTC, ANY PARTICIPANT OR ANY INDIRECT PARTICIPANT OF THE PRINCIPAL AND REDEMPTION PRICE OF OR INTEREST ON THE SERIES 2021-Entry BondsA BONDS; THE PROVIDING OF NOTICE TO PARTICIPANTS, INDIRECT PARTICIPANTS OR BENEFICIAL OWNERS; THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC, ANY PARTICIPANT OR ANY INDIRECT PARTICIPANT; OR ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS OWNER OF THE SERIES 2021-A BONDS.

Appears in 1 contract

Sources: Supplemental Trust Agreement

Book-Entry Bonds. The (a) Except as provided in Section 35.04(c), the registered owner of all of the Series 2020-A Bonds shall be Bookthe Securities Depository and the Series 2020-Entry A Bonds and shall be issued initially as one or more certificates registered in the name of Cede & Co., as nominee for the Clearing Agency Securities Depository. Payment of principal and redemption price of and interest on any Series 2020-A Bonds registered in the name of Cede & Co. shall be made by wire transfer of New York clearing house or equivalent next day funds or by wire transfer of same day funds to the account of Cede & Co. at the address indicated on the regular Record Date or special record date for Cede & Co. in the Bond Register held by the Trustee. (b) The Series 2020-A Bonds shall be initially issued in the form of separate single authenticated fully registered certificates for each separate stated maturity and interest rate of the Series 2020-A Bonds. Upon initial issuance, the ownership of such Series 2020-A Bonds shall be registered in the Bond Register in the name of Cede & Co., as nominee of the Securities Depository. The Trustee and the Authority may treat the Securities Depository (or its nominee) as the sole and exclusive owner of the Series 2020-A Bonds registered in its name for the purposes of payment of the principal and redemption price of or interest on the Series 2020-A Bonds, giving any notice permitted or required to be given to Bondholders under the Trust Agreement or this Sixth Supplemental Trust Agreement, registering the transfer of Series 2020- A Bonds, obtaining any consent or other action to be taken by Bondholders and for all other purposes whatsoever, and neither the Trustee nor the Authority shall be affected by any notice to the contrary. For Neither the Trustee nor the Authority shall have any responsibility or obligation to any Participant, any person claiming a beneficial ownership interest in the Series 2020-A Bonds under or through the Securities Depository or any Participant, or any other person which is not shown on the registration books as being a Bondholder, with respect to the accuracy of any records maintained by the Securities Depository or any Participant; the payment by the Securities Depository or any Participant of any amount in respect of the principal and redemption price of or interest on the Series 2020-A Bonds; any notice which is permitted or required to be given to Bondholders under the Trust Agreement and this Sixth Supplemental Trust Agreement; any consent given or other action taken by the Securities Depository as Bondholder; or any other purpose. The Trustee shall pay all purposesprincipal and redemption price of and interest on the Series 2020-A Bonds only to or “upon the order of’ the Securities Depository (as that term is used in the Uniform Commercial Code as adopted in the State of California), and all such payments shall be valid and effective to fully satisfy and discharge the Authority’s obligations with respect to the principal and redemption price of and interest on the Series 2020-A Bonds to the extent of the sum or sums so paid. No person other than the Securities Depository shall receive an authenticated Series 2020-A Bond evidencing the obligation of the Authority to make payments of principal and redemption price and interest pursuant to the Trust Agreement and this Sixth Supplemental Trust Agreement. Upon delivery by the Securities Depository to the Trustee of written notice to the effect that the Securities Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions herein with respect to Record Dates, the word “Cede & Co.” in this Sixth Supplemental Trust Agreement shall refer to such new nominee of the Securities Depository. (c) In the event the Authority determines that it is in the best interest of the Beneficial Owners that they be able to obtain bond certificates, and notifies the Securities Depository and the Trustee of such determination, then the Securities Depository will notify the Participants of the availability through the Securities Depository of bond certificates. In such event, the Trustee shall deal with authenticate, transfer and exchange bond certificates as requested by the Clearing Agency as the owner of such Book-Entry Bonds Securities Depository and any other Bondholders in accordance with Section 3.08 of the Original Indentureappropriate amounts. The rights of Beneficial Owners of the Book-Entry Bonds shall be limited Securities Depository may determine to those established by law and agreements between such Beneficial Owners and the Clearing Agency and Clearing Agency Participants. The Beneficial Owners of the Book-Entry Bonds shall not be entitled to certificated securities for the Book-Entry Bonds as to which they are the Beneficial Owners, except as provided below. Requests and directions from, and votes of, the Clearing Agency, as Holder, shall not be deemed to be inconsistent if they are made with respect to different Beneficial Owners. Without the consent of the Issuer and the Trustee, a Book-Entry Bond may not be transferred by the Clearing Agency except to another Clearing Agency that agrees to hold the Book-Entry Bond for the account of the respective Clearing Agency Participants and Beneficial Owners. None of the Issuer, the Bond Administrator, any Master Servicer or the Trustee will have any liability for any aspect of the records relating to or payment made on account of Beneficial Owners of the Book-Entry Bonds held by the Clearing Agency, or for maintaining, supervising or reviewing any records relating to such Beneficial Owners. The Book-Entry Bonds will be issued in fully registered, certificated form to Beneficial Owners of Book-Entry Bonds or their nominees, rather than to the Clearing Agency or discontinue providing its nominee, only if (a) the Issuer advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as depository services with respect to the BookSeries 2020-Entry A Bonds at any time by giving notice to the Authority and the Issuer Trustee and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is unable no successor securities depository), the Authority and the Trustee shall be obligated to locate a qualified successor within 30 days or (b) the Issuer, at its option, elects to terminate the book-entry system operating through the Clearing Agency. Upon the occurrence of either event deliver bond certificates as described in the immediately preceding paragraphTrust Agreement and this Sixth Supplemental Trust Agreement. In the event Bond certificates are issued, the provisions of the Trust Agreement and this Sixth Supplemental Trust Agreement shall apply to, among other things, the transfer and exchange of such certificates and the method of payment of principal and redemption price of and interest on such certificates. Whenever the Securities Depository requests the Authority and the Trustee to do so, the Trustee is required and the Authority will cooperate with the Securities Depository in taking appropriate action after reasonable notice (i) to notify make available one or more separate certificates evidencing the Clearing Agency, which in turn will notify all Beneficial Owners Series 2020-A Bonds to any Participant having Series 2020-A Bonds credited to its the Securities Depository account or (ii) to arrange for another securities depository to maintain custody of Bookcertificates evidencing the Series 2020-Entry Bonds through Clearing Agency Participants, A Bonds. (d) Notwithstanding any other provision of the availability Trust Agreement and this Sixth Supplemental Trust Agreement to the contrary, so long as any Series 2020-A Bond is registered in the name of Certificated Bonds. Upon surrender Cede & Co., as nominee of the Securities Depository, all payments with respect to the principal and redemption price of and interest on such Series 2020-A Bond and all notices with respect to such Series 2020-A Bond shall be made and given, respectively, to the Securities Depository as provided in the Representation Letter. (e) In connection with any notice or other communication to be provided to Bondholders pursuant to the Trust Agreement and this Sixth Supplemental Trust Agreement by the Clearing Agency of Authority or the certificates representing the Book-Entry Bonds and receipt of instructions for re-registrationTrustee with respect to any consent or other action to be taken by Bondholders, the Trustee will reissue Authority or the Book-Entry Bonds Trustee, as Certificated Bonds the case may be, shall establish a record date for such consent or other action and give the Securities Depository notice of such record date not less than fifteen (15) calendar days in advance of such record date to the Beneficial Owners identified in writing by extent possible. Notice to the Clearing AgencySecurities Depository shall be given only when the Securities Depository is the sole Bondholder. Such Certificated Bonds shall not constitute BookNEITHER THE AUTHORITY NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO PARTICIPANTS, INDIRECT PARTICIPANTS OR BENEFICIAL OWNERS WITH RESPECT TO: THE PAYMENT BY THE SECURITIES DEPOSITORY, ANY PARTICIPANT OR ANY INDIRECT PARTICIPANT OF THE PRINCIPAL AND REDEMPTION PRICE OF OR INTEREST ON THE SERIES 2020-Entry BondsA BONDS; THE PROVIDING OF NOTICE TO PARTICIPANTS, INDIRECT PARTICIPANTS OR BENEFICIAL OWNERS; THE ACCURACY OF ANY RECORDS MAINTAINED BY THE SECURITIES DEPOSITORY, ANY PARTICIPANT OR ANY INDIRECT PARTICIPANT; OR ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY THE SECURITIES DEPOSITORY AS HOLDER OF THE SERIES 2020-A BONDS.

Appears in 1 contract

Sources: Supplemental Trust Agreement

Book-Entry Bonds. The (a) Except as provided in paragraph (c) of this Section, the registered Owner of all of the Series 2023-A Bonds shall be BookDTC and the Series 2023-Entry A Bonds and shall be issued initially as one or more certificates registered in the name of Cede & Co., as nominee for DTC. Payment of principal and redemption price of and interest on any Series 2023-A Bond registered in the name of Cede & Co. shall be made by wire transfer of New York Clearing Agency House or equivalent next day funds or by wire transfer of same day funds to the account of Cede & Co. at the address indicated on the regular Record Date or special record date for Cede & Co. in the registration books of the Registrar. (b) The Series 2023-A Bonds shall be initially issued in the form of separate single authenticated fully registered bond certificates for each separate stated maturity of the Series 2023-A Bonds. Upon initial issuance, the ownership of such Series 2023-A Bonds shall be registered in the registration books of the Registrar in the name of Cede & Co., as nominee of DTC. The Trustee, the Registrar and the Authority may treat DTC (or its nominee) as the sole and exclusive owner of the Series 2023-A Bonds registered in its name for the purposes of payment of the principal and redemption price of or interest on the Series 2023-A Bonds, giving any notice permitted or required to be given to Bondholders under the Agreement or this Thirty-Fourth Supplemental Agreement, registering the transfer of Series 2023-A Bonds, obtaining any consent or other action to be taken by Bondholders and for all other purposes whatsoever, and none of the Trustee, the Registrar or the Authority shall be affected by any notice to the contrary. For None of the Trustee, the Registrar or the Authority shall have any responsibility or obligation to any Participant, any person claiming a beneficial ownership interest in the Series 2023-A Bonds under or through DTC or any Participant, or any other person which is not shown on the registration books as being a Bondholder, with respect to the accuracy of any records maintained by DTC or any Participant; the payment by DTC or any Participant of any amount in respect of the principal and redemption price of or interest on the Series 2023- A Bonds; any notice which is permitted or required to be given to Bondholders under the Agreement or this Thirty-Fourth Supplemental Agreement; any consent given or other action taken by DTC as Bondholder; or any other purpose. The Trustee shall pay all purposesprincipal and redemption price of and interest on the Series 2023-A Bonds only to or “upon the order of” DTC (as that term is used in the Uniform Commercial Code as adopted in the State of California), and all such payments shall be valid and effective to fully satisfy and discharge the Authority’s obligations with respect to the principal and redemption price of and interest on the Series 2023-A Bonds to the extent of the sum or sums so paid. No person other than DTC shall receive an authenticated Series 2023-A Bond evidencing the obligation of the Authority to make payments of principal and redemption price and interest pursuant to the Agreement. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions herein with respect to Record Dates, the name “Cede & Co.” in this Thirty-Fourth Supplemental Agreement shall refer to such new nominee of DTC. (c) In the event the Authority determines that it is in the best interest of the Beneficial Owners that they be able to obtain bond certificates, and notifies DTC, the Trustee and the Registrar of such determination, then DTC will notify the Participants of the availability through DTC of bond certificates. In such event, the Trustee shall deal with the Clearing Agency as the owner of such Book-Entry Bonds in accordance with Section 3.08 of the Original Indenture. The rights of Beneficial Owners of the Book-Entry Bonds shall be limited to those established by law and agreements between such Beneficial Owners authenticate and the Clearing Agency Registrar shall transfer and Clearing Agency Participantsexchange bond certificates as requested by DTC and any other Bondholders in appropriate amounts. The Beneficial Owners of the Book-Entry Bonds shall not be entitled DTC may determine to certificated securities for the Book-Entry Bonds as to which they are the Beneficial Owners, except as provided below. Requests and directions from, and votes of, the Clearing Agency, as Holder, shall not be deemed to be inconsistent if they are made with respect to different Beneficial Owners. Without the consent of the Issuer and the Trustee, a Book-Entry Bond may not be transferred by the Clearing Agency except to another Clearing Agency that agrees to hold the Book-Entry Bond for the account of the respective Clearing Agency Participants and Beneficial Owners. None of the Issuer, the Bond Administrator, any Master Servicer or the Trustee will have any liability for any aspect of the records relating to or payment made on account of Beneficial Owners of the Book-Entry Bonds held by the Clearing Agency, or for maintaining, supervising or reviewing any records relating to such Beneficial Owners. The Book-Entry Bonds will be issued in fully registered, certificated form to Beneficial Owners of Book-Entry Bonds or their nominees, rather than to the Clearing Agency or discontinue providing its nominee, only if (a) the Issuer advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as depository services with respect to the BookSeries 2023-Entry A Bonds at any time by giving notice to the Authority and the Issuer Trustee and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is unable no successor securities depository), the Authority and the Trustee shall be obligated to locate a qualified successor within 30 days or (b) the Issuer, at its option, elects to terminate the book-entry system operating through the Clearing Agency. Upon the occurrence of either event deliver bond certificates as described in this Thirty-Fourth Supplemental Agreement. In the immediately preceding paragraphevent bond certificates are issued, the provisions of the Agreement and this Thirty-Fourth Supplemental Agreement shall apply to, among other things, the transfer and exchange of such certificates and the method of payment of principal and redemption price of and interest on such certificates. Whenever DTC requests the Authority and the Trustee to do so, the Trustee is required and the Authority will cooperate with DTC in taking appropriate action after reasonable notice (i) to notify make available one or more separate certificates evidencing the Clearing Agency, which in turn will notify all Beneficial Owners Series 2023-A Bonds to any Participant having Series 2023-A Bonds credited to its DTC account or (ii) to arrange for another securities depository to maintain custody of Bookcertificates evidencing the Series 2023-Entry Bonds through Clearing Agency Participants, A Bonds. (d) Notwithstanding any other provision of the availability Agreement and this Thirty- Fourth Supplemental Agreement to the contrary, so long as any Series 2023-A Bond is registered in the name of Certificated Bonds. Upon surrender Cede & Co., as nominee of DTC, all payments with respect to the principal and redemption price of and interest on such Series 2023-A Bond and all notices with respect to such Series 2023-A Bond shall be made and given, respectively, to DTC as provided in the Representation Letter. (e) In connection with any notice or other communication to be provided to Bondholders pursuant to the Agreement and this Thirty-Fourth Supplemental Agreement by the Clearing Agency of Authority or the certificates representing the Book-Entry Bonds and receipt of instructions for re-registrationTrustee with respect to any consent or other action to be taken by Bondholders, the Trustee will reissue Authority or the Book-Entry Bonds Trustee, as Certificated Bonds the case may be, shall establish a record date for such consent or other action and give DTC notice of such record date not less than fifteen (15) calendar days in advance of such record date to the Beneficial Owners identified in writing by extent possible. Notice to DTC shall be given only when DTC is the Clearing Agencysole Bondholder. Such Certificated Bonds shall not constitute BookNEITHER THE AUTHORITY NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO PARTICIPANTS, INDIRECT PARTICIPANTS OR BENEFICIAL OWNERS WITH RESPECT TO: THE PAYMENT BY DTC, ANY PARTICIPANT OR ANY INDIRECT PARTICIPANT OF THE PRINCIPAL AND REDEMPTION PRICE OF OR INTEREST ON THE SERIES 2023-Entry BondsA BONDS; THE PROVIDING OF NOTICE TO PARTICIPANTS, INDIRECT PARTICIPANTS OR BENEFICIAL OWNERS; THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC, ANY PARTICIPANT OR ANY INDIRECT PARTICIPANT; OR ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS OWNER OF THE SERIES 2023-A BONDS.

Appears in 1 contract

Sources: Supplemental Trust Agreement

Book-Entry Bonds. The (a) Except as provided in paragraph (c) of this Section, the registered Owner of all of the Series 2018-A Bonds shall be BookDTC, and the Series 2018-Entry A Bonds and shall be issued initially as one or more certificates registered in the name of Cede & Co., as nominee for DTC. Payment of principal of or interest on any Series 2018-A Bond registered in the name of Cede & Co. shall be made by wire transfer of New York Clearing Agency House or equivalent next day funds or by wire transfer of same day funds to the account of Cede & Co. at the address indicated on the regular Record Date or special record date for Cede & Co. in the registration books of the Registrar. (b) The Series 2018-A Bonds shall be initially issued in the form of a separate single authenticated fully registered bond for each separate stated maturity and interest rate of the Series 2018-A Bonds. Upon initial issuance, the ownership of such Series 2018-A Bonds shall be registered in the registration books of the Registrar in the name of Cede & Co., as nominee of DTC. The Trustee, the Registrar and the Authority may treat DTC (or its nominee) as the sole and exclusive owner of the Series 2018-A Bonds registered in its name for the purposes of payment of the principal of or interest on the Series 2018-A Bonds, giving any notice permitted or required to be given to Bondholders under the Agreement or this Twenty-Eighth Supplemental Agreement, registering the transfer of Series 2018-A Bonds, obtaining any consent or other action to be taken by Bondholders and for all other purposes whatsoever, and none of the Trustee, the Registrar or the Authority shall be affected by any notice to the contrary. For None of the Trustee, the Registrar or the Authority shall have any responsibility or obligation to any Participant, any person claiming a beneficial ownership interest in the Series 2018-A Bonds under or through DTC or any Participant or any other person which is not shown on the registration books as being a Bondholder, with respect to the accuracy of any records maintained by DTC or any Participant, the payment by DTC or any Participant of any amount in respect of the principal of or interest on the Series 2018-A Bonds; any notice which is permitted or required to be given to Bondholders under the Agreement or this Twenty-Eighth Supplemental Agreement; or any consent given or other action taken by DTC as a Bondholder. The Trustee shall pay, from funds held under the terms of the Agreement or otherwise provided by the Authority, all purposesprincipal of and interest on the Series 2018-A Bonds only to DTC as provided in the Representation Letter and all such payments shall be valid and effective to satisfy and discharge fully the Authority’s obligations with respect to the principal of and interest on the Series 2018-A Bonds to the extent of the sum or sums so paid. No person other than DTC shall receive an authenticated Series 2018-A Bond evidencing the obligation of the Authority to make payments of principal and interest pursuant to the Agreement. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions herein with respect to Record Dates, the name “Cede & Co.” in this Twenty-Eighth Supplemental Agreement shall refer to such new nominee of DTC. (c) In the event the Authority determines that it is in the best interest of the Beneficial Owners that they be able to obtain Series 2018-A Bond certificates and notifies DTC, the Trustee and the Registrar of such determination, then DTC will notify the Participants of the availability through DTC of Series 2018-A Bond certificates. In such event, the Trustee shall deal with the Clearing Agency as the owner of such Book-Entry Bonds in accordance with Section 3.08 of the Original Indenture. The rights of Beneficial Owners of the Book-Entry Bonds shall be limited to those established by law and agreements between such Beneficial Owners authenticate and the Clearing Agency Registrar shall transfer and Clearing Agency Participantsexchange Series 2018-A Bond certificates as requested by DTC and any other Bondholders in appropriate amounts. The Beneficial Owners of the Book-Entry Bonds shall not be entitled DTC may determine to certificated securities for the Book-Entry Bonds as to which they are the Beneficial Owners, except as provided below. Requests and directions from, and votes of, the Clearing Agency, as Holder, shall not be deemed to be inconsistent if they are made with respect to different Beneficial Owners. Without the consent of the Issuer and the Trustee, a Book-Entry Bond may not be transferred by the Clearing Agency except to another Clearing Agency that agrees to hold the Book-Entry Bond for the account of the respective Clearing Agency Participants and Beneficial Owners. None of the Issuer, the Bond Administrator, any Master Servicer or the Trustee will have any liability for any aspect of the records relating to or payment made on account of Beneficial Owners of the Book-Entry Bonds held by the Clearing Agency, or for maintaining, supervising or reviewing any records relating to such Beneficial Owners. The Book-Entry Bonds will be issued in fully registered, certificated form to Beneficial Owners of Book-Entry Bonds or their nominees, rather than to the Clearing Agency or discontinue providing its nominee, only if (a) the Issuer advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as depository services with respect to the BookSeries 2018-Entry A Bonds at any time by giving notice to the Authority and the Issuer Trustee and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is unable no successor securities depository), the Authority and the Trustee shall be obligated to locate a qualified successor within 30 days or (b) the Issuer, at its option, elects to terminate the bookdeliver Series 2018-entry system operating through the Clearing Agency. Upon the occurrence of either event A Bond certificates as described in this Twenty-Eighth Supplemental Agreement. In the immediately preceding paragraphevent Series 2018-A Bond certificates are issued, the provisions of the Agreement and this Twenty-Eighth Supplemental Agreement shall apply to, among other things, the transfer and exchange of such certificates and the method of payment of principal of and interest on such certificates. Whenever DTC requests the Authority and the Trustee to do so, the Trustee is required and the Authority will cooperate with DTC in taking appropriate action after reasonable notice (i) to notify make available one or more separate certificates evidencing the Clearing AgencySeries 2018- A Bond to any Participant having Series 2018-A Bonds credited to its DTC account, which in turn will notify all Beneficial Owners of Book-Entry Bonds through Clearing Agency Participants, of the availability of Certificated Bonds. Upon surrender by the Clearing Agency of the certificates representing the Book-Entry Bonds and receipt of instructions for re-registration, the Trustee will reissue the Book-Entry Bonds as Certificated Bonds to the Beneficial Owners identified in writing by the Clearing Agency. Such Certificated Bonds shall not constitute Book-Entry Bonds.or

Appears in 1 contract

Sources: Supplemental Trust Agreement

Book-Entry Bonds. The Anything herein to the contrary notwithstanding, Bonds may be authorized and issued as Book Entry Bonds in accordance with the Supplemental Indenture authorizing such Bonds. For all purposes of the Indenture the Holder of a Book Entry Bond shall be Book-the Depository therefor and neither the Corporation nor the Trustee shall have responsibility or any obligation to the beneficial owner of such Bond or to any direct or indirect participant in such Depository. Without limiting the generality of the foregoing, neither the Corporation nor the Trustee shall have any responsibility or obligation to any such participant or to the beneficial owner of a Book Entry Bonds Bond with respect to (i) the accuracy of the records of the Depository or any participant with respect to any beneficial ownership interest in such Bond, (ii) the delivery to any participant of the Depository, the beneficial owner of such Bond or any other person, other than the Depository, of any notice with respect to such Bond, including any notice of the redemption thereof, or (iii) the payment to any participant of the Depository, the beneficial owner of such Bond or any other person, other than the Depository, of any amount with respect to the principal or Redemption Price of, or interest on, such Bond. The Corporation and the Trustee may treat the Depository therefor as the absolute owner of a Book Entry Bond for the purpose of (x) payment of the principal or Redemption Price of and interest on such Bond, (y) giving notices of redemption and of other matters with respect to such Bond, (z) registering transfers with respect to such Bond, and for all other purposes whatsoever. The Trustee shall pay all principal or Redemption Price of and interest on such Bond only to or upon the order of the Depository, and all such payments shall be valid and effective to fully satisfy and discharge the Corporation’s obligations with respect to such principal or Redemption Price and interest to the extent of the sum or sums so paid. No person other than the Depository shall receive a Bond or other instrument evidencing the Corporation’s obligation to make payments of the principal or Redemption Price thereof and interest thereon. Anything herein to the contrary notwithstanding, payment of the Redemption Price of a Book Entry Bond which is redeemed in part prior to maturity may be paid to the Depository by wire transfer without surrender of such Bond to the Trustee; provided, however, that the Trustee shall maintain records as to each such payment and of the principal amount of such Bond Outstanding, which shall be binding on the Corporation and the Holders from time to time of such Bond; provided, further, that payment of the principal or Redemption Price of and interest on a Book Entry Bond at the maturity date or earlier date on which such Bond has been called for redemption in whole shall only be made upon presentation and surrender of such Bond to the Trustee at its principal corporate trust office. The Corporation, in its sole discretion and without the consent of the Trustee, the beneficial owner of a Book Entry Bond or any other person, may terminate the services of the Depository with respect to a Book Entry Bond if the Corporation determines that (i) the Depository is unable to discharge its responsibilities with respect to such Bonds or (ii) a continuation of the requirement that all of the Outstanding Bonds of like Series issued initially as one or more certificates in book entry form be registered in the registration books of the Corporation in the name of the Clearing Agency or its nominee. For all purposesDepository, is not in the best interest of the beneficial owners of such Bonds, and the Corporation shall terminate the services of the Depository upon receipt by the Corporation and the Trustee shall deal of written notice from the Depository that it has received written requests that such Depository be removed from its participants having beneficial interest, as shown in the records of the Depository, in an aggregate amount of not less than a majority in principal amount of the then Outstanding Bonds for which the Depository is serving as Depository. Upon the termination of the services of a Depository with respect to a Book Entry Bond, or upon the Clearing Agency as resignation of a Depository with respect to a Book Entry Bond, after which no substitute securities depository willing to undertake the owner functions of such Book-Entry Depository can be found which, in the opinion of the Corporation, is able to undertake such functions upon reasonable and customary terms, such Bonds shall no longer be registered in the registration books kept by the Trustee in the name of a Depository, but shall be registered in the name or names of the Bondholders transferring or exchanging such Bonds shall designate, in accordance with Section 3.08 the provisions of the Original Indenture. The rights of Beneficial Owners of the Book-Entry Bonds shall be limited to those established by law and agreements between such Beneficial Owners and the Clearing Agency and Clearing Agency Participants. The Beneficial Owners of the Book-Entry Bonds shall not be entitled to certificated securities for the Book-Entry Bonds as to which they are the Beneficial Owners, except as provided below. Requests and directions from, and votes of, the Clearing Agency, as Holder, shall not be deemed to be inconsistent if they are made with respect to different Beneficial Owners. Without the consent of the Issuer and the Trustee, a Book-Entry Bond may not be transferred by the Clearing Agency except to another Clearing Agency that agrees to hold the Book-Entry Bond for the account of the respective Clearing Agency Participants and Beneficial Owners. None of the Issuer, the Bond Administrator, any Master Servicer or the Trustee will have any liability for any aspect of the records relating to or payment made on account of Beneficial Owners of the Book-Entry Bonds held by the Clearing Agency, or for maintaining, supervising or reviewing any records relating to such Beneficial Owners. The Book-Entry Bonds will be issued in fully registered, certificated form to Beneficial Owners of Book-Entry Bonds or their nominees, rather than to the Clearing Agency or its nominee, only if (a) the Issuer advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Bonds and the Issuer is unable to locate a qualified successor within 30 days or (b) the Issuer, at its option, elects to terminate the book-entry system operating through the Clearing Agency. Upon the occurrence of either event described in the immediately preceding paragraph, the Trustee is required to notify the Clearing Agency, which in turn will notify all Beneficial Owners of Book-Entry Bonds through Clearing Agency Participants, of the availability of Certificated Bonds. Upon surrender by the Clearing Agency of the certificates representing the Book-Entry Bonds and receipt of instructions for re-registration, the Trustee will reissue the Book-Entry Bonds as Certificated Bonds to the Beneficial Owners identified in writing by the Clearing Agency. Such Certificated Bonds shall not constitute Book-Entry BondsArticle III hereof.

Appears in 1 contract

Sources: Trust Indenture

Book-Entry Bonds. (a) Except as provided in paragraph (c) of this Section 3.03, the registered owner of all of the Bonds shall be DTC and the Bonds shall be registered in the name of Cede & Co., as nominee for DTC. Except as provided in paragraph (d) of this Section 3.03, payment of principal, interest and premium, if any, for any Bonds registered in the name of Cede & Co. shall be made as provided in the Representation Letter. (b) The Bonds shall be Book-Entry initially issued in the form of a separate single authenticated fully registered Bond for each separate stated maturity of the Bonds. The Trustee, the Registrar and the City may treat DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment of the principal or redemption price of, or interest on, the Bonds, selecting the Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to Bondholders under this Trust Agreement, registering the transfer of Bonds, obtaining any consent or other action to be taken by Bondholders and for all other purposes whatsoever, and neither the Trustee, the Registrar nor the City shall be issued initially affected by any notice to the contrary. Neither the Trustee, the Registrar nor the City shall have any responsibility or obligation to any Participant, any person claiming a beneficial ownership interest in the Bonds under or through DTC or any Participant or any other person which is not shown on the registration books as being a Bondholder, with respect to (i) the accuracy of any records maintained by DTC or any Participant, (ii) the payment by DTC or any Participant of any amount in respect of the principal or redemption price of or interest on the Bonds, (iii) any notice which is permitted or required to be given to Bondholders under this Trust Agreement, (iv) the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of the Bonds, or (v) any consent given or other action taken by DTC as a Bondholder. The Trustee shall pay, from funds held under the terms of this Trust Agreement or otherwise provided by the City, all principal or redemption price of and interest on the Bonds only to DTC as provided in the Representation Letter and all such payments shall be valid and effective to satisfy and discharge fully the City’s obligations with respect to the principal or redemption price of and interest on the Bonds to the extent of the sum or sums so paid. No person other than DTC shall receive authenticated Bonds evidencing the obligation of the City, to make payments of principal or redemption price and interest pursuant to this Trust Agreement. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions herein with respect to Record Dates, the name “Cede & Co.” in this Trust Agreement shall refer to such new nominee of DTC. (c) In the event the City determines that it is in the best interest of the Beneficial Owners that they be able to obtain Bond certificates and notifies DTC, the Trustee and the Registrar of such determination, then DTC will notify the Participants of the availability through DTC of Bond certificates. In such event, the Trustee shall authenticate and the Registrar shall transfer and exchange Bonds certificates as requested by DTC and any other Bondholders in appropriate amounts. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the City and the Trustee and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is no successor securities depository), the City and the Trustee shall be obligated to deliver Bond certificates as described in this Trust Agreement. In the event Bond certificates are issued, the provisions of this Trust Agreement shall apply to, among other things, the transfer and exchange of such certificates and the method of payment of principal of and interest on such certificates. Whenever DTC requests the City and the Trustee to do so, the Trustee and the City will cooperate with DTC in taking appropriate action after reasonable notice (i) to make available one or more separate certificates evidencing the Bonds to any Participant having Bonds credited to its DTC account or (ii) to arrange for another securities depository to maintain custody of certificates evidencing the Bonds. (d) Notwithstanding any other provision of this Trust Agreement to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the Clearing Agency principal or its nomineeredemption price of and interest on such Bonds and all notices with respect to such Bonds shall be made and given, respectively, to DTC as provided in the Representation Letter. (e) In connection with any notice or other communication to be provided to Bondholders pursuant to this Trust Agreement by the City or the Trustee with respect to any consent or other action to be taken by Bondholders, the City or the Trustee, as the case may be, shall establish a record date for such consent or other action and give DTC notice of such record date not less than 15 calendar days in advance of such record date to the extent possible. For all purposesNotice to DTC shall be given only when DTC is the sole Bondholder. (f) If the City purchases, or causes the Trustee to purchase, any of the Bonds, such purchase of Bonds shall be deemed to have occurred upon the purchase of beneficial ownership interests in the Bonds from a Participant. Upon receipt by DTC of notice from the City and a Participant that a purchase of beneficial ownership interests in the Bonds has been made by the City from such Participant, DTC shall surrender to the Trustee the Bonds referenced in such notice and, if the principal amount referenced in said notice is less than the principal amount of the Bonds so surrendered, the Trustee shall deal with authenticate and deliver to DTC, in exchange for the Clearing Agency Bonds so surrendered, a new Bond or Bonds, as the owner of such Book-Entry Bonds case may be, in accordance with Section 3.08 Authorized Denominations and in a principal amount equal to the difference between (i) the principal amount of the Original Indenture. The rights of Beneficial Owners of Bonds so surrendered and (ii) the Book-Entry Bonds shall be limited principal amount referenced in said notice. (g) Notwithstanding any provision herein to those established by law and agreements between such Beneficial Owners the contrary, the City and the Clearing Agency and Clearing Agency Participants. The Beneficial Owners of the Book-Entry Bonds shall not be entitled Trustee may agree to certificated securities for the Book-Entry Bonds as to which they are the Beneficial Ownersallow DTC, except as provided below. Requests and directions from, and votes of, the Clearing Agency, as Holder, shall not be deemed to be inconsistent if they are made with respect to different Beneficial Owners. Without the consent of the Issuer and the Trustee, a Book-Entry Bond may not be transferred by the Clearing Agency except to another Clearing Agency that agrees to hold the Book-Entry Bond for the account of the respective Clearing Agency Participants and Beneficial Owners. None of the Issuer, the Bond Administrator, any Master Servicer or the Trustee will have any liability for any aspect of the records relating to or payment made on account of Beneficial Owners of the Book-Entry Bonds held by the Clearing Agency, or for maintaining, supervising or reviewing any records relating to such Beneficial Owners. The Book-Entry Bonds will be issued in fully registered, certificated form to Beneficial Owners of Book-Entry Bonds or their nominees, rather than to the Clearing Agency or its nominee, only if Cede & Co., to make a notation on any Bond redeemed in part to reflect, for informational purposes only, the principal amount and date of any such redemption. (ah) In the Issuer advises event that DTC notifies the Trustee in writing City that the Clearing Agency it is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Bonds and the Issuer is unable to locate a qualified successor within 30 days or (b) the Issuer, at its option, elects to terminate discontinuing the book-entry system operating through for the Clearing Agency. Upon the occurrence of either event described in the immediately preceding paragraphBonds, the Trustee is required City may either appoint another entity to notify hold the Clearing Agency, which Bonds in turn will notify all Beneficial Owners of Bookbook-Entry Bonds through Clearing Agency entry form or deliver Bond certificates to the beneficial owners or Participants, of the availability of Certificated Bonds. Upon surrender as directed by the Clearing Agency of the certificates representing the Book-Entry Bonds and receipt of instructions for re-registration, the Trustee will reissue the Book-Entry Bonds as Certificated Bonds to the Beneficial Owners identified in writing by the Clearing Agency. Such Certificated Bonds shall not constitute Book-Entry BondsDTC.

Appears in 1 contract

Sources: Trust Agreement

Book-Entry Bonds. The (a) Except as provided in paragraph (c) of this Section, the registered Owner of all of the Series 2020-A Bonds shall be BookDTC and the Series 2020-Entry A Bonds and shall be issued initially as one or more certificates registered in the name of Cede & Co., as nominee for DTC. Payment of principal of and interest on any Series 2020-A Bond registered in the name of Cede & Co. shall be made by wire transfer of New York Clearing Agency House or equivalent next day funds or by wire transfer of same day funds to the account of Cede & Co. at the address indicated on the regular Record Date or special record date for Cede & Co. in the registration books of the Registrar. (b) The Series 2020-A Bonds shall be initially issued in the form of separate single authenticated fully registered bond certificates for each separate stated maturity of the Series 2020-A Bonds. Upon initial issuance, the ownership of such Series 2020-A Bonds shall be registered in the registration books of the Registrar in the name of Cede & Co., as nominee of DTC. The Trustee, the Registrar and the Authority may treat DTC (or its nominee) as the sole and exclusive owner of the Series 2020-A Bonds registered in its name for the purposes of payment of the principal of or interest on the Series 2020- A Bonds, giving any notice permitted or required to be given to Bondholders under the Agreement or this Thirty-First Supplemental Agreement, registering the transfer of Series 2020-A Bonds, obtaining any consent or other action to be taken by Bondholders and for all other purposes whatsoever, and none of the Trustee, the Registrar or the Authority shall be affected by any notice to the contrary. For None of the Trustee, the Registrar or the Authority shall have any responsibility or obligation to any Participant, any person claiming a beneficial ownership interest in the Series 2020-A Bonds under or through DTC or any Participant, or any other person which is not shown on the registration books as being a Bondholder, with respect to the accuracy of any records maintained by DTC or any Participant; the payment by DTC or any Participant of any amount in respect of the principal of or interest on the Series 2020-A Bonds; any notice which is permitted or required to be given to Bondholders under the Agreement or this Thirty-First Supplemental Agreement; any consent given or other action taken by DTC as Bondholder; or any other purpose. The Trustee shall pay all purposesprincipal of and interest on the Series 2020-A Bonds only to or “upon the order of” DTC (as that term is used in the Uniform Commercial Code as adopted in the State of California), and all such payments shall be valid and effective to fully satisfy and discharge the Authority’s obligations with respect to the principal of and interest on the Series 2020-A Bonds to the extent of the sum or sums so paid. No person other than DTC shall receive an authenticated Series 2020-A Bond evidencing the obligation of the Authority to make payments of principal and interest pursuant to the Agreement. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions herein with respect to Record Dates, the name “Cede & Co.” in this Thirty-First Supplemental Agreement shall refer to such new nominee of DTC. (c) In the event the Authority determines that it is in the best interest of the Beneficial Owners that they be able to obtain bond certificates, and notifies DTC, the Trustee and the Registrar of such determination, then DTC will notify the Participants of the availability through DTC of bond certificates. In such event, the Trustee shall deal with the Clearing Agency as the owner of such Book-Entry Bonds in accordance with Section 3.08 of the Original Indenture. The rights of Beneficial Owners of the Book-Entry Bonds shall be limited to those established by law and agreements between such Beneficial Owners authenticate and the Clearing Agency Registrar shall transfer and Clearing Agency Participantsexchange bond certificates as requested by DTC and any other Bondholders in appropriate amounts. The Beneficial Owners of the Book-Entry Bonds shall not be entitled DTC may determine to certificated securities for the Book-Entry Bonds as to which they are the Beneficial Owners, except as provided below. Requests and directions from, and votes of, the Clearing Agency, as Holder, shall not be deemed to be inconsistent if they are made with respect to different Beneficial Owners. Without the consent of the Issuer and the Trustee, a Book-Entry Bond may not be transferred by the Clearing Agency except to another Clearing Agency that agrees to hold the Book-Entry Bond for the account of the respective Clearing Agency Participants and Beneficial Owners. None of the Issuer, the Bond Administrator, any Master Servicer or the Trustee will have any liability for any aspect of the records relating to or payment made on account of Beneficial Owners of the Book-Entry Bonds held by the Clearing Agency, or for maintaining, supervising or reviewing any records relating to such Beneficial Owners. The Book-Entry Bonds will be issued in fully registered, certificated form to Beneficial Owners of Book-Entry Bonds or their nominees, rather than to the Clearing Agency or discontinue providing its nominee, only if (a) the Issuer advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as depository services with respect to the BookSeries 2020-Entry A Bonds at any time by giving notice to the Authority and the Issuer Trustee and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is unable no successor securities depository), the Authority and the Trustee shall be obligated to locate a qualified successor within 30 days or (b) the Issuer, at its option, elects to terminate the book-entry system operating through the Clearing Agency. Upon the occurrence of either event deliver bond certificates as described in this Thirty-First Supplemental Agreement. In the immediately preceding paragraphevent bond certificates are issued, the provisions of the Agreement and this Thirty-First Supplemental Agreement shall apply to, among other things, the transfer and exchange of such certificates and the method of payment of principal of and interest on such certificates. Whenever DTC requests the Authority and the Trustee to do so, the Trustee is required and the Authority will cooperate with DTC in taking appropriate action after reasonable notice (i) to notify make available one or more separate certificates evidencing the Clearing Agency, which in turn will notify all Beneficial Owners of Book-Entry Bonds through Clearing Agency Participants, of the availability of Certificated Bonds. Upon surrender by the Clearing Agency of the certificates representing the Book-Entry Bonds and receipt of instructions for re-registration, the Trustee will reissue the Book-Entry Bonds as Certificated Series 2020- A Bonds to the Beneficial Owners identified in writing by the Clearing Agency. Such Certificated any Participant having Series 2020-A Bonds shall not constitute Book-Entry Bonds.credited to its DTC account or

Appears in 1 contract

Sources: Supplemental Trust Agreement

Book-Entry Bonds. (i) Except as provided in subsection (iii) of this Section, the Bonds shall all be registered as to both principal and interest in the name of and held by Cede and Co., as nominee of DTC. Payment of both principal and interest for any Bond registered as of the applicable record date in the name of Cede and Co., as nominee of DTC, shall be made by the Trustee (subject to the provisions of Section 5.04 hereof) with same day funds to the account of Cede and Co., as nominee of DTC, on the interest or principal payment date for the Bonds, as the case may be, at the address indicated on the registry books of the Authority kept by the Trustee. (ii) The Bonds shall be Book-Entry Bonds and initially issued in the form of one authenticated fully registered Bond. Upon initial issuance, the ownership of such Bond shall be issued initially as one or more certificates registered in the registry books of the Authority kept by the Trustee in the name of Cede and Co., as nominee of DTC. The Trustee, Paying Agent and the Clearing Agency Authority may treat DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment of the principal or redemption price of or interest on the Bonds, selecting the Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to Bondholders under this Indenture, registering the transfer of the Bonds, obtaining any consent or other action to be taken by Bondholders and for all other purposes whatsoever; and neither the Trustee, Paying Agent nor the Authority shall be affected by any notice to the contrary. For Neither the Trustee, the Paying Agent nor the Authority shall have any responsibility or obligation to any DTC participant, any person claiming a beneficial ownership interest in the Bonds under or through DTC or any DTC participant, or any other person which is not shown on the registration books of the Trustee as being a Bondholder. The Authority, the Trustee and the Paying Agent shall have no responsibility with respect to the accuracy of any records maintained by DTC, Cede and Co., or any DTC participant with respect to any ownership interest in the Bonds; the payment by DTC or any DTC participant to any beneficial owner of any amount in respect of the principal or Redemption Price of or interest on the Bonds; the delivery to any DTC participant or any beneficial owner of any notice which is permitted or required to be given to Bondholders under this Indenture; selection by DTC or any DTC participant of any person to receive payment in the event of a partial redemption of the Bonds; or any consent given or other action taken by DTC as Bondholder. The Trustee or Paying Agent, as the case may be (subject to the provisions of Section 5.04 hereof), shall pay all purposesprincipal of and premium, if any, and interest on the Bonds only to or "upon the order of" (as that term is used in the Uniform Commercial Code as adopted in the State of New Jersey) Cede and Co., as nominee of DTC, and all such payments shall be valid and effective to fully satisfy and discharge the Authority's obligations with respect to the principal of and premium, if any, and interest on the Bonds to the extent of the sum or sums so paid without the requirement that DTC surrender the Bond so redeemed; provided that DTC shall deliver to the Trustee a written confirmation of such partial redemption and thereafter the records of the Trustee shall be conclusive as to the amount of Bonds which have been redeemed. Upon delivery by DTC to the Trustee of written notice to the effect that DTC had determined to substitute a new nominee in place of Cede and Co., and subject to the provisions herein with respect to record dates, the word "Cede and Co.", in this Indenture shall refer to such successor nominee. (iii) In the event the Authority in its sole discretion and with the prior written consent of the Company determines to make available to the beneficial owners of the Bonds definitive Bonds, the Authority may notify DTC and the Trustee, in writing, whereupon DTC will notify DTC participants, of the availability through DTC of definitive Bonds. In such event, the Authority shall issue definitive Bonds as designated in writing by DTC and any other Bondholders in appropriate amounts. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the Authority and the Trustee and discharging its responsibilities with respect thereto under applicable law; and the Authority, in its sole discretion, may determine to discontinue the services of DTC with respect to the Bonds upon written notice to DTC. Under such circumstances, the Authority and Trustee shall be obligated to deliver definitive Bonds as described in this Indenture to the beneficial owners thereof. In the event definitive bonds are issued, the provisions of this Indenture shall apply to, among other things, the transfer and exchange of such definitive Bonds and the method of payment of principal of and interest on such definitive Bonds. Whenever DTC requests the Authority and the Trustee to do so, the Trustee and the Authority will cooperate with DTC in taking appropriate action after reasonable written notice (a) to make available one or more separate definitive Bonds evidencing the Bonds to any DTC participant having Bonds credited to its DTC account or (b) to arrange for another securities depository to maintain custody of definitive Bonds. (iv) In connection with any notice or other communication to be provided to Bondholders pursuant to this Indenture with respect to any consent or other action to be taken by Bondholders, the Authority or the Trustee, as the case may be, the Trustee shall deal with the Clearing Agency as the owner establish a record date for such consent or other action and give DTC notice of such Book-Entry Bonds record date not less than 15 calendar days in accordance with Section 3.08 advance of such record date to the Original Indenture. extent possible. (v) The rights expense of Beneficial Owners of the Book-Entry providing definitive Bonds shall be limited to those established by law and agreements between such Beneficial Owners and the Clearing Agency and Clearing Agency Participants. The Beneficial Owners of the Book-Entry Bonds shall not be entitled to certificated securities for the Book-Entry Bonds as to which they are the Beneficial Owners, except as provided below. Requests and directions from, and votes of, the Clearing Agency, as Holder, shall not be deemed to be inconsistent if they are made with respect to different Beneficial Owners. Without the consent of the Issuer and the Trustee, a Book-Entry Bond may not be transferred borne by the Clearing Agency except to another Clearing Agency that agrees to hold the Book-Entry Bond for the account of the respective Clearing Agency Participants and Beneficial Owners. None of the Issuer, the Bond Administrator, any Master Servicer or the Trustee will have any liability for any aspect of the records relating to or payment made on account of Beneficial Owners of the Book-Entry Bonds held by the Clearing Agency, or for maintaining, supervising or reviewing any records relating to such Beneficial Owners. The Book-Entry Bonds will be issued in fully registered, certificated form to Beneficial Owners of Book-Entry Bonds or their nominees, rather than to the Clearing Agency or its nominee, only if (a) the Issuer advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Bonds and the Issuer is unable to locate a qualified successor within 30 days or (b) the Issuer, at its option, elects to terminate the book-entry system operating through the Clearing Agency. Upon the occurrence of either event described in the immediately preceding paragraph, the Trustee is required to notify the Clearing Agency, which in turn will notify all Beneficial Owners of Book-Entry Bonds through Clearing Agency Participants, of the availability of Certificated Bonds. Upon surrender by the Clearing Agency of the certificates representing the Book-Entry Bonds and receipt of instructions for re-registration, the Trustee will reissue the Book-Entry Bonds as Certificated Bonds to the Beneficial Owners identified in writing by the Clearing Agency. Such Certificated Bonds shall not constitute Book-Entry BondsCompany.

Appears in 1 contract

Sources: Supplemental Indenture (Middlesex Water Co)

Book-Entry Bonds. The (a) Prior to the issuance of a Series of Bonds, the Authority may provide that such Series of Bonds shall initially be issued as Book-Entry Bonds and and, in such event, the Bonds of such Series for each maturity shall be issued initially as one or more certificates in the name form of the Clearing Agency or its nomineea separate single fully registered Bond (which may be typewritten). For all purposes, the Trustee The 2004 Bonds shall deal with the Clearing Agency initially be issued as the owner of such Book-Entry Bonds Bonds. Except as provided in accordance with Section 3.08 subsection (c) of this Section, the Original Indenture. The rights registered Owner of Beneficial Owners all of the Book-Entry Bonds shall be limited Cede & Co., as nominee of DTC. Notwithstanding anything to those established the contrary contained in this Indenture, payment of interest with respect to any Book-Entry Bond registered as of each Record Date in the name of Cede & Co. shall be made by law and agreements between such Beneficial Owners wire transfer of same-day funds to the account of Cede & Co. on the Interest Payment Date at the address indicated on the Record Date for Cede & Co. in the Registration Books or as otherwise provided in the Representation Letter. (b) The Trustee and the Clearing Agency Authority may treat DTC (or its nominee) as the sole and Clearing Agency Participants. The Beneficial Owners exclusive Owner of the Book-Entry Bonds shall not be entitled to certificated securities registered in its name for the purposes of payment of the principal, premium, if any, or interest with respect to Book-Entry Bonds, selecting Book-Entry Bonds as to which they are the Beneficial Owners, except as provided below. Requests and directions from, and votes of, the Clearing Agency, as Holder, shall not be deemed or portions thereof to be inconsistent if they are made with respect redeemed, giving any notice permitted or required to different Beneficial Owners. Without the consent of the Issuer and the Trustee, a Book-Entry Bond may not be transferred by the Clearing Agency except given to another Clearing Agency that agrees to hold the Book-Entry Bond for the account of the respective Clearing Agency Participants and Beneficial Owners. None of the Issuer, the Bond Administrator, any Master Servicer or the Trustee will have any liability for any aspect of the records relating to or payment made on account of Beneficial Owners of the Book-Entry Bonds held by the Clearing Agency, or for maintaining, supervising or reviewing any records relating to such Beneficial Owners. The Book-Entry Bonds will be issued in fully registered, certificated form to Beneficial Owners of Book-Entry Bonds under this Indenture, registering the transfer of Book-Entry Bonds, obtaining any consent or their nomineesother action to be taken by Owners of Book-Entry Bonds and for all other purposes whatsoever, rather than and neither the Trustee nor the Authority shall be affected by any notice to the Clearing Agency contrary. Neither the Trustee nor the Authority shall have any responsibility or its nomineeobligation to any Participant, any person claiming a beneficial ownership interest in Book-Entry Bonds under or through DTC or any Participant, or any other person which is not shown on the Registration Books as being an Owner, with respect to the accuracy of any records maintained by DTC or any Participant, the payment by DTC or any Participant of any amount in respect of the principal, premium, if any, or interest with respect to Book-Entry Bonds, any notice which is permitted or required to be given to Owners of Book-Entry Bonds under this Indenture, the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of Book-Entry Bonds, or any consent given or other action taken by DTC as Owner of Book-Entry Bonds. The Trustee shall pay all principal, premium, if any and interest with respect to Book-Entry Bonds, only to DTC, and all such payments shall be valid and effective to fully satisfy and discharge the Authority’s obligations with respect to the principal, premium, if (a) the Issuer advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as depository any, and interest with respect to the Book-Entry Bonds and to the Issuer is unable to locate a qualified successor within 30 days extent of the sum or sums so paid. Except under the conditions of subsection (bc) the Issuerof this Section, at its option, elects to terminate the book-entry system operating through the Clearing Agency. Upon the occurrence of either event described in the immediately preceding paragraph, the Trustee is required to notify the Clearing Agency, which in turn will notify all Beneficial Owners of no person other than DTC shall receive an executed Book-Entry Bonds through Clearing Agency Participants, of the availability of Certificated BondsBond for each separate stated maturity. Upon surrender delivery by DTC to the Clearing Agency Trustee of written notice to the certificates representing effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the Book-Entry Bonds and receipt of instructions for re-registrationprovisions herein with respect to record dates, the Trustee will reissue term “Cede & Co.” in this Indenture shall refer to such new nominee of DTC. (c) In the Book-Entry Bonds event (i) DTC, including any successor as Certificated Bonds securities depository for a Series of Bonds, determines not to the Beneficial Owners identified in writing by the Clearing Agency. Such Certificated Bonds shall not constitute Book-Entry continue to act as securities depository for such Series of Bonds., or

Appears in 1 contract

Sources: Indenture

Book-Entry Bonds. The Anything herein to the contrary notwithstanding, Bonds may be authorized and issued as Book Entry Bonds in accordance with the Supplemental Indenture authorizing such Bonds. For all purposes of the Indenture the Holder of a Book Entry Bond shall be Book-the Depository therefor and neither the Corporation nor the Trustee shall have responsibility or any obligation to the beneficial owner of such Bond or to any direct or indirect participant in such Depository. Without limiting the generality of the foregoing, neither the Corporation nor the Trustee shall have any responsibility or obligation to any such participant or to the beneficial owner of a Book Entry Bonds Bond with respect to (i) the accuracy of the records of the Depository or any participant with respect to any beneficial ownership interest in such Bond, (ii) the delivery to any participant of the Depository, the beneficial owner of such Bond or any other person, other than the Depository, of any notice with respect to such Bond, including any notice of the redemption thereof, or (iii) the payment to any participant of the Depository, the beneficial owner of such Bond or any other person, other than the Depository, of any amount with respect to the principal or Redemption Price of, or interest on, such Bond. The Corporation and the Trustee may treat the Depository therefor as the absolute owner of a Book Entry Bond for the purpose of (x) payment of the principal or Redemption Price of and interest on such Bond, (y) giving notices of redemption and of other matters with respect to such Bond, (z) registering transfers with respect to such Bond, and for all other purposes whatsoever. The Trustee shall pay all principal or Redemption Price of and interest on such Bond only to or upon the order of the Depository, and all such payments shall be valid and effective to fully satisfy and discharge the Corporation's obligations with respect to such principal or Redemption Price and interest to the extent of the sum or sums so paid. No person other than the Depository shall receive a Bond or other instrument evidencing the Corporation's obligation to make payments of the principal or Redemption Price thereof and interest thereon. Anything herein to the contrary notwithstanding, payment of the Redemption Price of a Book Entry Bond which is redeemed in part prior to maturity may be paid to the Depository by wire transfer without surrender of such Bond to the Trustee; provided, however, that the Trustee shall maintain records as to each such payment and of the principal amount of such Bond Outstanding, which shall be binding on the Corporation and the Holders from time to time of such Bond; provided, further, that payment of the principal or Redemption Price of and interest on a Book Entry Bond at the maturity date or earlier date on which such Bond has been called for redemption in whole shall only be made upon presentation and surrender of such Bond to the Trustee at its designated corporate trust office. The Corporation, in its sole discretion and without the consent of the Trustee, the beneficial owner of a Book Entry Bond or any other person, may terminate the services of the Depository with respect to a Book Entry Bond if the Corporation determines that (i) the Depository is unable to discharge its responsibilities with respect to such Bonds or (ii) a continuation of the requirement that all of the Outstanding Bonds of like Series issued initially as one or more certificates in book entry form be registered in the registration books of the Corporation in the name of the Clearing Agency or its nominee. For all purposesDepository, is not in the best interest of the beneficial owners of such Bonds, and the Corporation shall terminate the services of the Depository upon receipt by the Corporation and the Trustee shall deal of written notice from the Depository that it has received written requests that such Depository be removed from its participants having beneficial interest, as shown in the records of the Depository, in an aggregate amount of not less than a majority in principal amount of the then Outstanding Bonds for which the Depository is serving as Depository. Upon the termination of the services of a Depository with respect to a Book Entry Bond, or upon the Clearing Agency as resignation of a Depository with respect to a Book Entry Bond, after which no substitute securities depository willing to undertake the owner functions of such Book-Entry Depository can be found which, in the opinion of the Corporation, is able to undertake such functions upon reasonable and customary terms, such Bonds shall no longer be registered in the registration books kept by the Trustee in the name of a Depository, but shall be registered in the name or names of the Bondholders transferring or exchanging such Bonds shall designate, in accordance with Section 3.08 the provisions of the Original Indenture. The rights of Beneficial Owners of the Book-Entry Bonds shall be limited to those established by law and agreements between such Beneficial Owners and the Clearing Agency and Clearing Agency Participants. The Beneficial Owners of the Book-Entry Bonds shall not be entitled to certificated securities for the Book-Entry Bonds as to which they are the Beneficial Owners, except as provided below. Requests and directions from, and votes of, the Clearing Agency, as Holder, shall not be deemed to be inconsistent if they are made with respect to different Beneficial Owners. Without the consent of the Issuer and the Trustee, a Book-Entry Bond may not be transferred by the Clearing Agency except to another Clearing Agency that agrees to hold the Book-Entry Bond for the account of the respective Clearing Agency Participants and Beneficial Owners. None of the Issuer, the Bond Administrator, any Master Servicer or the Trustee will have any liability for any aspect of the records relating to or payment made on account of Beneficial Owners of the Book-Entry Bonds held by the Clearing Agency, or for maintaining, supervising or reviewing any records relating to such Beneficial Owners. The Book-Entry Bonds will be issued in fully registered, certificated form to Beneficial Owners of Book-Entry Bonds or their nominees, rather than to the Clearing Agency or its nominee, only if (a) the Issuer advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Bonds and the Issuer is unable to locate a qualified successor within 30 days or (b) the Issuer, at its option, elects to terminate the book-entry system operating through the Clearing Agency. Upon the occurrence of either event described in the immediately preceding paragraph, the Trustee is required to notify the Clearing Agency, which in turn will notify all Beneficial Owners of Book-Entry Bonds through Clearing Agency Participants, of the availability of Certificated Bonds. Upon surrender by the Clearing Agency of the certificates representing the Book-Entry Bonds and receipt of instructions for re-registration, the Trustee will reissue the Book-Entry Bonds as Certificated Bonds to the Beneficial Owners identified in writing by the Clearing Agency. Such Certificated Bonds shall not constitute Book-Entry BondsArticle III hereof.

Appears in 1 contract

Sources: Master Trust Indenture

Book-Entry Bonds. The Anything herein to the contrary notwithstanding, Bonds may be authorized and issued as Book Entry Bonds in accordance with the Supplemental Indenture authorizing such Bonds. For all purposes of the Indenture the Holder of a Book Entry Bond shall be Book-the Depository therefor and neither the Corporation nor the Trustee shall have responsibility or any obligation to the beneficial owner of such Bond or to any direct or indirect participant in such Depository. Without limiting the generality of the foregoing, neither the Corporation nor the Trustee shall have any responsibility or obligation to any such participant or to the beneficial owner of a Book Entry Bonds Bond with respect to (i) the accuracy of the records of the Depository or any participant with respect to any beneficial ownership interest in such Bond, (ii) the delivery to any participant of the Depository, the beneficial owner of such Bond or any other person, other than the Depository, of any notice with respect to such Bond, including any notice of the redemption thereof, or (iii) the payment to any participant of the Depository, the beneficial owner of such Bond or any other person, other than the Depository, of any amount with respect to the principal or Redemption Price of, or interest on, such Bond. The Corporation and the Trustee may treat the Depository therefor as the absolute owner of a Book Entry Bond for the purpose of (x) payment of the principal or Redemption Price of and interest on such Bond, (y) giving notices of redemption and of other matters with respect to such Bond, (z) registering transfers with respect to such Bond, and for all other purposes whatsoever. The Trustee shall pay all principal or Redemption Price of and interest on such Bond only to or upon the order of the Depository, and all such payments shall be valid and effective to fully satisfy and discharge the Corporation’s obligations with respect to such principal or Redemption Price and interest to the extent of the sum or sums so paid. No person other than the Depository shall receive a Bond or other instrument evidencing the Corporation’s obligation to make payments of the principal or Redemption Price thereof and interest thereon. Anything herein to the contrary notwithstanding, payment of the Redemption Price of a Book Entry Bond which is redeemed in part prior to maturity may be paid to the Depository by wire transfer without surrender of such Bond to the Trustee; provided, however, that the Trustee shall maintain records as to each such payment and of the principal amount of such Bond Outstanding, which shall be binding on the Corporation and the Holders from time to time of such Bond; provided, further, that payment of the principal or Redemption Price of and interest on a Book Entry Bond at the maturity date or earlier date on which such Bond has been called for redemption in whole shall only be made upon presentation and surrender of such Bond to the Trustee at its designated corporate trust office. The Corporation, in its sole discretion and without the consent of the Trustee, the beneficial owner of a Book Entry Bond or any other person, may terminate the services of the Depository with respect to a Book Entry Bond if the Corporation determines that (i) the Depository is unable to discharge its responsibilities with respect to such Bonds or (ii) a continuation of the requirement that all of the Outstanding Bonds of like Series issued initially as one or more certificates in book entry form be registered in the registration books of the Corporation in the name of the Clearing Agency or its nominee. For all purposesDepository, is not in the best interest of the beneficial owners of such Bonds, and the Corporation shall terminate the services of the Depository upon receipt by the Corporation and the Trustee shall deal of written notice from the Depository that it has received written requests that such Depository be removed from its participants having beneficial interest, as shown in the records of the Depository, in an aggregate amount of not less than a majority in principal amount of the then Outstanding Bonds for which the Depository is serving as Depository. Upon the termination of the services of a Depository with respect to a Book Entry Bond, or upon the Clearing Agency as resignation of a Depository with respect to a Book Entry Bond, after which no substitute securities depository willing to undertake the owner functions of such Book-Entry Depository can be found which, in the opinion of the Corporation, is able to undertake such functions upon reasonable and customary terms, such Bonds shall no longer be registered in the registration books kept by the Trustee in the name of a Depository, but shall be registered in the name or names of the Bondholders transferring or exchanging such Bonds shall designate, in accordance with the provisions of Article III hereof. In connection with any proposed transfer outside the Book Entry Bond system, the Corporation or the Depository shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations Section 3.08 6045 of the Original IndentureCode. The rights Trustee may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of Beneficial Owners of the Book-Entry Bonds shall be limited to those established by law and agreements between such Beneficial Owners and the Clearing Agency and Clearing Agency Participants. The Beneficial Owners of the Book-Entry Bonds shall not be entitled to certificated securities for the Book-Entry Bonds as to which they are the Beneficial Owners, except as provided below. Requests and directions from, and votes of, the Clearing Agency, as Holder, shall not be deemed to be inconsistent if they are made with respect to different Beneficial Owners. Without the consent of the Issuer and the Trustee, a Book-Entry Bond may not be transferred by the Clearing Agency except to another Clearing Agency that agrees to hold the Book-Entry Bond for the account of the respective Clearing Agency Participants and Beneficial Owners. None of the Issuer, the Bond Administrator, any Master Servicer or the Trustee will have any liability for any aspect of the records relating to or payment made on account of Beneficial Owners of the Book-Entry Bonds held by the Clearing Agency, or for maintaining, supervising or reviewing any records relating to such Beneficial Owners. The Book-Entry Bonds will be issued in fully registered, certificated form to Beneficial Owners of Book-Entry Bonds or their nominees, rather than to the Clearing Agency or its nominee, only if (a) the Issuer advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Bonds and the Issuer is unable to locate a qualified successor within 30 days or (b) the Issuer, at its option, elects to terminate the book-entry system operating through the Clearing Agency. Upon the occurrence of either event described in the immediately preceding paragraph, the Trustee is required to notify the Clearing Agency, which in turn will notify all Beneficial Owners of Book-Entry Bonds through Clearing Agency Participants, of the availability of Certificated Bonds. Upon surrender by the Clearing Agency of the certificates representing the Book-Entry Bonds and receipt of instructions for re-registration, the Trustee will reissue the Book-Entry Bonds as Certificated Bonds to the Beneficial Owners identified in writing by the Clearing Agency. Such Certificated Bonds shall not constitute Book-Entry Bondsinformation.

Appears in 1 contract

Sources: Master Trust Indenture

Book-Entry Bonds. The Each Class of Bonds shall be Book-Entry Bonds and shall be issued initially as one or more certificates in the name of the Clearing Agency or its nominee. For all purposes, the Trustee shall deal with the Clearing Agency as the owner Holder of such Book-Entry Bonds in accordance with Section 3.08 of the Original IndentureBonds. The rights of Beneficial Owners of the Book-Entry Bonds shall be limited to those established by law and agreements between such Beneficial Owners and the Clearing Agency and Clearing Agency Participants. The Beneficial Owners of the Book-Entry Bonds shall not be entitled to certificated securities for the Book-Entry Bonds as to which they are the Beneficial Owners, except as provided below. Requests and directions from, and votes of, the Clearing Agency, as Holder, shall not be deemed to be inconsistent if they are made with respect to different Beneficial Owners. Without the consent of the Issuer Depositor and the Trustee, a Book-Entry Bond may not be transferred by the Clearing Agency except to another Clearing Agency that agrees to hold the Book-Entry Bond for the account of the respective Clearing Agency Participants and Beneficial Owners. None of Neither the IssuerDepositor, the Bond Administrator, any Master Servicer or nor the Trustee will have any liability for any aspect of the records relating to or payment made on account of Beneficial Owners of the Book-Book- Entry Bonds held by the Clearing Agency, or for maintaining, supervising or reviewing any records relating to such Beneficial Owners. The Book-Entry Bonds will be issued in fully registered, certificated form to Beneficial Owners of Book-Entry Bonds or their nominees, rather than to the Clearing Agency or its nominee, only if (a) the Issuer Depositor advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Bonds and the Issuer Depositor is unable to locate a qualified successor within 30 days or (b) the IssuerDepositor, at its option, elects to terminate the book-entry system operating through the Clearing Agency. Upon the occurrence of either event described in the immediately preceding paragraph, the Trustee is required to notify the Clearing Agency, which in turn will notify all Beneficial Owners of Book-Entry Bonds through Clearing Agency Participants, of the availability of Certificated Bonds. Upon surrender by the Clearing Agency of the certificates representing the Book-Entry Bonds and receipt of instructions for re-registration, the Trustee will reissue the Book-Entry Bonds as Certificated Bonds to the Beneficial Owners identified in writing by the Clearing Agency. Such Certificated Bonds shall not constitute Book-Entry Bonds.

Appears in 1 contract

Sources: Indenture (Union Planters Mortgage Finance Corp)

Book-Entry Bonds. The (a) Prior to the issuance of a Series of Bonds, the Authority may provide that such Series of Bonds shall initially be issued as Book-Entry Bonds and and, in such event, the Bonds of such Series for each maturity shall be in the form of a separate single fully registered Bond (which may be typewritten). The Series 2017 Bonds shall initially be issued initially as one or more certificates Book-Entry Bonds. Except as provided in subsection (c) of this Section, the registered Owner of all of the Book- Entry Bonds shall be Cede & Co., as nominee of DTC. Notwithstanding anything to the contrary contained in this Indenture, payment of interest with respect to any Book-Entry Bond registered as of each Record Date in the name of Cede & Co. shall be made by wire transfer of same-day funds to the Clearing Agency account of Cede & Co. on the Interest Payment Date at the address indicated on the Record Date for Cede & Co. in the Registration Books or as otherwise provided in the Representation Letter. (b) The Trustee and the Authority may treat DTC (or its nominee. For all purposes, the Trustee shall deal with the Clearing Agency ) as the owner sole and exclusive Owner of such Book-Entry Bonds registered in accordance with Section 3.08 its name for the purposes of payment of the Original Indenture. The rights of Beneficial Owners of the principal, premium, if any, or interest with respect to Book-Entry Bonds, selecting Book-Entry Bonds shall be limited to those established by law and agreements between such Beneficial Owners and the Clearing Agency and Clearing Agency Participants. The Beneficial Owners of the Book-Entry Bonds shall not be entitled to certificated securities for the Book-Entry Bonds as to which they are the Beneficial Owners, except as provided below. Requests and directions from, and votes of, the Clearing Agency, as Holder, shall not be deemed or portions thereof to be inconsistent if they are made with respect redeemed, giving any notice permitted or required to different Beneficial Owners. Without the consent of the Issuer and the Trustee, a Book-Entry Bond may not be transferred by the Clearing Agency except given to another Clearing Agency that agrees to hold the Book-Entry Bond for the account of the respective Clearing Agency Participants and Beneficial Owners. None of the Issuer, the Bond Administrator, any Master Servicer or the Trustee will have any liability for any aspect of the records relating to or payment made on account of Beneficial Owners of the Book-Entry Bonds held by the Clearing Agency, or for maintaining, supervising or reviewing any records relating to such Beneficial Owners. The Book-Entry Bonds will be issued in fully registered, certificated form to Beneficial Owners of Book-Entry Bonds under this Indenture, registering the transfer of Book-Entry Bonds, obtaining any consent or their nomineesother action to be taken by Owners of Book-Entry Bonds and for all other purposes whatsoever, rather than and neither the Trustee nor the Authority shall be affected by any notice to the Clearing Agency contrary. Neither the Trustee nor the Authority shall have any responsibility or its nomineeobligation to any Participant, any person claiming a beneficial ownership interest in Book-Entry Bonds under or through DTC or any Participant, or any other person which is not shown on the Registration Books as being an Owner, with respect to the accuracy of any records maintained by DTC or any Participant, the payment by DTC or any Participant of any amount in respect of the principal, premium, if any, or interest with respect to Book-Entry Bonds, any notice which is permitted or required to be given to Owners of Book-Entry Bonds under this Indenture, the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of Book-Entry Bonds, or any consent given or other action taken by DTC as Owner of Book-Entry Bonds. The Trustee shall pay all principal, premium, if any and interest with respect to Book-Entry Bonds, only to DTC, and all such payments shall be valid and effective to fully satisfy and discharge the Authority’s obligations with respect to the principal, premium, if (a) the Issuer advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as depository any, and interest with respect to the Book-Entry Bonds to the extent of the sum or sums so paid. Except under the conditions of subsection (c) of this Section, no person other than DTC shall receive an executed Book-Entry Bond for each separate stated maturity. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the Issuer is unable provisions herein with respect to locate record dates, the term “Cede & Co.” in this Indenture shall refer to such new nominee of DTC. (c) In the event that: (i) DTC, including any successor as securities depository for a qualified successor within 30 days Series of Bonds, determines not to continue to act as securities depository for such Series of Bonds; or (bii) the IssuerAuthority determines that the incumbent securities depository shall no longer so act, at its optionand delivers a written certificate to the Trustee to that effect, elects to terminate then the book-Authority will discontinue the book- entry system operating through with the Clearing Agencyincumbent securities depository for such Series of Bonds. Upon If the occurrence Authority determines to replace the incumbent securities depository for such Series of either event described Bonds with another qualified securities depository, the Authority shall prepare or direct the preparation of a new single, separate fully registered Bond of such Series for the aggregate outstanding principal amount of Bonds of such Series of each maturity, registered in the immediately preceding paragraphname of such successor or substitute qualified securities depository, or its nominee, or make such other arrangement acceptable to the Authority, the Trustee and the successor securities depository for the Bonds of such Series as are not inconsistent with the terms of this Indenture. If the Authority fails to identify another qualified successor securities depository for such Series of Bonds to replace the incumbent securities depository, then the Bonds of such Series shall no longer be restricted to being registered in the Registration Books in the name of the incumbent securities depository or its nominee, but shall be registered in whatever name or names the incumbent securities depository for such Series of Bonds, or its nominee, shall designate. In such event the Authority shall execute, and deliver to the Trustee, a sufficient quantity of Bonds of such Series to carry out the transfers and exchanges provided in Sections 2.04, 2.08 and 2.09 hereof. All such Bonds of such Series shall be in fully registered form in Authorized Denominations. (d) Notwithstanding any other provision of this Indenture to the contrary, so long as any Book-Entry Bond is required registered in the name of DTC, or its nominee, all payments with respect to notify the Clearing Agencyprincipal, which premium, if any, and interest with respect to such Book-Entry Bond and all notices with respect to such Book-Entry Bond shall be made and given, respectively, as provided in turn will notify all Beneficial the Representation Letter. (e) In connection with any notice or other communication to be provided to Owners of Book-Entry Bonds through Clearing Agency Participants, of the availability of Certificated Bonds. Upon surrender pursuant to this Indenture by the Clearing Agency of the certificates representing the Book-Entry Bonds and receipt of instructions for re-registrationAuthority, the City or the Trustee will reissue with respect to any consent or other action to be taken by Owners, the Book-Entry Bonds as Certificated Bonds to Authority, the Beneficial Owners identified in writing by City or the Clearing Agency. Such Certificated Bonds shall not constitute Book-Entry Bonds.Trustee, as

Appears in 1 contract

Sources: Indenture

Book-Entry Bonds. The (a) Except as provided in paragraph (c) of this Section, the registered Owner of all of the Series 2019 Bonds shall be Book-Entry DTC and the Series 2019 Bonds and shall be issued initially as one or more certificates registered in the name of Cede & Co., as nominee for DTC. Payment of principal and redemption price of and interest on any Series 2019 Bond registered in the name of Cede & Co. shall be made by wire transfer of New York Clearing Agency House or equivalent next day funds or by wire transfer of same day funds to the account of Cede & Co. at the address indicated on the regular Record Date or special record date for Cede & Co. in the registration books of the Registrar. (b) The Series 2019 Bonds shall be initially issued in the form of separate single authenticated fully registered bond certificates for each separate stated maturity of each Series of the Series 2019 Bonds. Upon initial issuance, the ownership of such Series 2019 Bonds shall be registered in the registration books of the Registrar in the name of Cede & Co., as nominee of DTC. The Trustee, the Registrar and the Authority may treat DTC (or its nominee) as the sole and exclusive owner of the Series 2019 Bonds registered in its name for the purposes of payment of the principal and redemption price of or interest on the Series 2019 Bonds, giving any notice permitted or required to be given to Bondholders under the Agreement or this Twenty-Ninth Supplemental Agreement, registering the transfer of Series 2019 Bonds, obtaining any consent or other action to be taken by Bondholders and for all other purposes whatsoever, and none of the Trustee, the Registrar or the Authority shall be affected by any notice to the contrary. For None of the Trustee, the Registrar or the Authority shall have any responsibility or obligation to any Participant, any person claiming a beneficial ownership interest in the Series 2019 Bonds under or through DTC or any Participant, or any other person which is not shown on the registration books as being a Bondholder, with respect to the accuracy of any records maintained by DTC or any Participant; the payment by DTC or any Participant of any amount in respect of the principal and redemption price of or interest on the Series 2019 Bonds; any notice which is permitted or required to be given to Bondholders under the Agreement or this Twenty-Ninth Supplemental Agreement; any consent given or other action taken by DTC as Bondholder; or any other purpose. The Trustee shall pay all purposesprincipal and redemption price of and interest on the Series 2019 Bonds only to or “upon the order of” DTC (as that term is used in the Uniform Commercial Code as adopted in the State of California), and all such payments shall be valid and effective to fully satisfy and discharge the Authority’s obligations with respect to the principal and redemption price of and interest on the Series 2019 Bonds to the extent of the sum or sums so paid. No person other than DTC shall receive an authenticated Series 2019 Bond evidencing the obligation of the Authority to make payments of principal and redemption price and interest pursuant to the Agreement. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions herein with respect to Record Dates, the name “Cede & Co.” in this Twenty- Ninth Supplemental Agreement shall refer to such new nominee of DTC. (c) In the event the Authority determines that it is in the best interest of the Beneficial Owners that they be able to obtain bond certificates, and notifies DTC, the Trustee and the Registrar of such determination, then DTC will notify the Participants of the availability through DTC of bond certificates. In such event, the Trustee shall deal with the Clearing Agency as the owner of such Book-Entry Bonds in accordance with Section 3.08 of the Original Indenture. The rights of Beneficial Owners of the Book-Entry Bonds shall be limited to those established by law and agreements between such Beneficial Owners authenticate and the Clearing Agency Registrar shall transfer and Clearing Agency Participantsexchange bond certificates as requested by DTC and any other Bondholders in appropriate amounts. The Beneficial Owners of the Book-Entry Bonds shall not be entitled DTC may determine to certificated securities for the Book-Entry Bonds as to which they are the Beneficial Owners, except as provided below. Requests and directions from, and votes of, the Clearing Agency, as Holder, shall not be deemed to be inconsistent if they are made with respect to different Beneficial Owners. Without the consent of the Issuer and the Trustee, a Book-Entry Bond may not be transferred by the Clearing Agency except to another Clearing Agency that agrees to hold the Book-Entry Bond for the account of the respective Clearing Agency Participants and Beneficial Owners. None of the Issuer, the Bond Administrator, any Master Servicer or the Trustee will have any liability for any aspect of the records relating to or payment made on account of Beneficial Owners of the Book-Entry Bonds held by the Clearing Agency, or for maintaining, supervising or reviewing any records relating to such Beneficial Owners. The Book-Entry Bonds will be issued in fully registered, certificated form to Beneficial Owners of Book-Entry Bonds or their nominees, rather than to the Clearing Agency or discontinue providing its nominee, only if (a) the Issuer advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as depository services with respect to the Book-Entry Series 2019 Bonds at any time by giving notice to the Authority and the Issuer Trustee and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is unable no successor securities depository), the Authority and the Trustee shall be obligated to locate a qualified successor within 30 days or (b) the Issuer, at its option, elects to terminate the book-entry system operating through the Clearing Agency. Upon the occurrence of either event deliver bond certificates as described in this Twenty-Ninth Supplemental Agreement. In the immediately preceding paragraphevent bond certificates are issued, the provisions of the Agreement and this Twenty-Ninth Supplemental Agreement shall apply to, among other things, the transfer and exchange of such certificates and the method of payment of principal and redemption price of and interest on such certificates. Whenever DTC requests the Authority and the Trustee to do so, the Trustee is required and the Authority will cooperate with DTC in taking appropriate action after reasonable notice (i) to notify make available one or more separate certificates evidencing the Clearing Agency, which in turn will notify all Beneficial Owners Series 2019 Bonds to any Participant having Series 2019 Bonds credited to its DTC account or (ii) to arrange for another securities depository to maintain custody of Book-Entry Bonds through Clearing Agency Participants, certificates evidencing the Series 2019 Bonds. (d) Notwithstanding any other provision of the availability Agreement and this Twenty-Ninth Supplemental Agreement to the contrary, so long as any Series 2019 Bond is registered in the name of Certificated Bonds. Upon surrender Cede & Co., as nominee of DTC, all payments with respect to the principal and redemption price of and interest on such Series 2019 Bond and all notices with respect to such Series 2019 Bond shall be made and given, respectively, to DTC as provided in the Representation Letter. (e) In connection with any notice or other communication to be provided to Bondholders pursuant to the Agreement and this Twenty-Ninth Supplemental Agreement by the Clearing Agency of Authority or the certificates representing the Book-Entry Bonds and receipt of instructions for re-registrationTrustee with respect to any consent or other action to be taken by Bondholders, the Trustee will reissue Authority or the Book-Entry Bonds Trustee, as Certificated Bonds the case may be, shall establish a record date for such consent or other action and give DTC notice of such record date not less than 15 calendar days in advance of such record date to the Beneficial Owners identified in writing by extent possible. Notice to DTC shall be given only when DTC is the Clearing Agencysole Bondholder. Such Certificated Bonds shall not constitute Book-Entry BondsNEITHER THE AUTHORITY NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO PARTICIPANTS, INDIRECT PARTICIPANTS OR BENEFICIAL OWNERS WITH RESPECT TO: THE PAYMENT BY DTC, ANY PARTICIPANT OR ANY INDIRECT PARTICIPANT OF THE PRINCIPAL AND REDEMPTION PRICE OF OR INTEREST ON THE SERIES 2019 BONDS; THE PROVIDING OF NOTICE TO PARTICIPANTS, INDIRECT PARTICIPANTS OR BENEFICIAL OWNERS; THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC, ANY PARTICIPANT OR ANY INDIRECT PARTICIPANT; OR ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS OWNER OF THE SERIES 2019 BONDS.

Appears in 1 contract

Sources: Supplemental Trust Agreement

Book-Entry Bonds. The Anything herein to the contrary notwithstanding, Bonds may be authorized and issued in book entry form in accordance with the Supplemental Indenture authorizing such Bonds. For all purposes of this Indenture the Holder of a Bond in book entry form shall be Book-Entry Bonds the Depository therefor and neither the State, the Registrar nor the Trustee shall have responsibility or any obligation to the beneficial owner of such Bond or to any direct or indirect participant in such Depository. Without limiting the generality of the foregoing, neither the State, the Registrar nor the Trustee shall have any responsibility or obligation to any such participant or to the beneficial owner of a Bond in book entry form with respect to (i) the accuracy of the records of the Depository or any participant with respect to any beneficial ownership interest in such Bond, (ii) the delivery to any participant of the Depository, the beneficial owner of such Bond or any other person, other than the Depository, of any notice with respect to such Bond, including any notice of the redemption thereof, or (iii) the payment to any participant of the Depository, the beneficial owner of such Bond or any other person, other than the Depository, of any amount with respect to the principal or redemption price of, or interest on, such Bond. The State, the Registrar and the Trustee may treat the Depository therefor as the absolute owner of a Bond in book entry form for the purpose of (x) payment of the principal or redemption price of, and interest on such Bond, (y) giving notices of redemption and of other matters with respect to such Bond, (z) registering transfers with respect to such Bond, and for all other purposes whatsoever. All principal or redemption price of, as applicable, and interest on, such Bond shall be paid only to or upon the order of the Depository, and all such payments shall be valid and effective to fully satisfy and discharge the State’s obligations with respect to such principal or redemption price and interest, ABPC’s obligation under the Lease and APCOA’s obligation under the APCOA Guaranty, in each case with respect to payment of Debt Service on the Bonds, to the extent of the sum or sums so paid. No Person other than the Depository shall receive a Bond or other instrument evidencing the State’s obligation to make payments of the principal or redemption price thereof, and interest thereon. Anything herein to the contrary notwithstanding, payment of the redemption price of Bonds in book entry form which are redeemed prior to maturity may be paid to the Depository by wire transfer. Such payment of the redemption price of Bonds in book entry form to the Depository may be made without surrender of Bonds to the Trustee; provided, however, payment of principal and interest at maturity of Bonds in book entry form requires surrender of such Bonds to the Trustee. The State, in its sole discretion and without the consent of the Trustee, the beneficial owner of a Bond in book entry form or any other person, may terminate the services of the Depository with respect to Bonds in book entry form if the State determines that (i) the Depository is unable to discharge its responsibilities with respect to such Bonds or (ii) a continuation of the requirement that all of the Outstanding Bonds of like series issued initially as one or more certificates in book-entry form be registered in the Register in the name of the Clearing Agency or its nominee. For all purposesDepository, is not in the best interest of the beneficial owners of such Bonds, and the State shall terminate the services of the Depository upon receipt by the State and the Trustee shall deal of written notice from the Depository that it has received written requests that such Depository be removed from its participants having beneficial interest, as shown in the records of the Depository, in an aggregate amount of not less than a majority in principal amount of the then Outstanding Bonds for which the Depository is serving as depository. Upon the termination of the services of a Depository with respect to a Bond in book entry form, or upon the Clearing Agency as resignation of a Depository with respect to a Bond in book entry form, after which no substitute securities depository willing to undertake the owner functions of such Book-Entry Depository can be found which, in the opinion of the State, is able to undertake such functions upon reasonable and customary terms, such Bonds shall no longer be registered in the registration books kept by the Registrar in the name of a Depository, but shall be registered in the name or names Bondholders transferring or exchanging such Bonds shall designate, in accordance with Section 3.08 provisions of the Original Indenture. The rights of Beneficial Owners of the Book-Entry Bonds shall be limited to those established by law and agreements between such Beneficial Owners and the Clearing Agency and Clearing Agency Participants. The Beneficial Owners of the Book-Entry Bonds shall not be entitled to certificated securities for the Book-Entry Bonds as to which they are the Beneficial Owners, except as provided below. Requests and directions from, and votes of, the Clearing Agency, as Holder, shall not be deemed to be inconsistent if they are made with respect to different Beneficial Owners. Without the consent of the Issuer and the Trustee, a Book-Entry Bond may not be transferred by the Clearing Agency except to another Clearing Agency that agrees to hold the Book-Entry Bond for the account of the respective Clearing Agency Participants and Beneficial Owners. None of the Issuer, the Bond Administrator, any Master Servicer or the Trustee will have any liability for any aspect of the records relating to or payment made on account of Beneficial Owners of the Book-Entry Bonds held by the Clearing Agency, or for maintaining, supervising or reviewing any records relating to such Beneficial Owners. The Book-Entry Bonds will be issued in fully registered, certificated form to Beneficial Owners of Book-Entry Bonds or their nominees, rather than to the Clearing Agency or its nominee, only if (a) the Issuer advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Bonds and the Issuer is unable to locate a qualified successor within 30 days or (b) the Issuer, at its option, elects to terminate the book-entry system operating through the Clearing Agency. Upon the occurrence of either event described in the immediately preceding paragraph, the Trustee is required to notify the Clearing Agency, which in turn will notify all Beneficial Owners of Book-Entry Bonds through Clearing Agency Participants, of the availability of Certificated Bonds. Upon surrender by the Clearing Agency of the certificates representing the Book-Entry Bonds and receipt of instructions for re-registration, the Trustee will reissue the Book-Entry Bonds as Certificated Bonds to the Beneficial Owners identified in writing by the Clearing Agency. Such Certificated Bonds shall not constitute Book-Entry BondsArticle III hereof.

Appears in 1 contract

Sources: Trust Indenture (Standard Parking Corp)

Book-Entry Bonds. The Bonds (other than the Class B-3 Bonds) shall be Book-Entry Bonds and shall be issued initially as one or more certificates in the name of the Clearing Agency or its nominee. Initially the Class B-3 Bonds shall be Certificated Bonds but may be converted to Book-Entry Bonds. For all purposes, the Trustee shall deal with the Clearing Agency as the owner of such Book-Entry Bonds in accordance with Section 3.08 of the Original Indenture. The rights of Beneficial Owners of the Book-Entry Bonds shall be limited to those established by law and agreements between such Beneficial Owners and the Clearing Agency and Clearing Agency Participants. The Beneficial Owners of the Book-Book- Entry Bonds shall not be entitled to certificated securities for the Book-Entry Bonds as to which they are the Beneficial Owners, except as provided below. Requests and directions from, and votes of, the Clearing Agency, as Holder, shall not be deemed to be inconsistent if they are made with respect to different Beneficial Owners. Without the consent of the Issuer and the Trustee, a Book-Entry Bond may not be transferred by the Clearing Agency except to another Clearing Agency that agrees to hold the Book-Entry Bond for the account of the respective Clearing Agency Participants and Beneficial Owners. None of the Issuer, the Bond Administrator, any Master Servicer or the Trustee will have any liability for any aspect of the records relating to or payment made on account of Beneficial Owners of the Book-Entry Bonds held by the Clearing Agency, or for maintaining, supervising or reviewing any records relating to such Beneficial Owners. The Book-Entry Bonds will be issued in fully registered, certificated form to Beneficial Owners of Book-Book- Entry Bonds or their nominees, rather than to the Clearing Agency or its nominee, only if (a) the Issuer advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Bonds and the Issuer is unable to locate a qualified successor within 30 days or (b) the Issuer, at its option, elects to terminate the book-entry system operating through the Clearing Agency. Upon the occurrence of either event described in the immediately preceding paragraph, the Trustee is required to notify the Clearing Agency, which in turn will notify all Beneficial Owners of Book-Entry Bonds through Clearing Agency Participants, of the availability of Certificated Bonds. Upon surrender by the Clearing Agency of the certificates representing the Book-Entry Bonds and receipt of instructions for re-registration, the Trustee will reissue the Book-Entry Bonds as Certificated Bonds to the Beneficial Owners identified in writing by the Clearing Agency. Such Certificated Bonds shall not constitute Book-Entry Bonds.

Appears in 1 contract

Sources: Series Supplement (Merit Securities Corp)

Book-Entry Bonds. The (a) Except as provided in paragraph (c) of this Section, the registered Owner of all of the Series 2019-C Bonds shall be BookDTC and the Series 2019-Entry C Bonds and shall be issued initially as one or more certificates registered in the name of Cede & Co., as nominee for DTC. Payment of principal of and interest on any Series 2019-▇ ▇▇▇▇ registered in the name of Cede & Co. shall be made by wire transfer of New York Clearing Agency House or equivalent next day funds or by wire transfer of same day funds to the account of Cede & Co. at the address indicated on the regular Record Date or special record date for Cede & Co. in the registration books of the Registrar. (b) The Series 2019-C Bonds shall be initially issued in the form of separate single authenticated fully registered bond certificates for each separate stated maturity of the Series 2019-C Bonds. Upon initial issuance, the ownership of such Series 2019- C Bonds shall be registered in the registration books of the Registrar in the name of Cede & Co., as nominee of DTC. The Trustee, the Registrar and the Authority may treat DTC (or its nominee) as the sole and exclusive owner of the Series 2019-C Bonds registered in its name for the purposes of payment of the principal of or interest on the Series 2019-C Bonds, giving any notice permitted or required to be given to Bondholders under the Agreement or this Thirtieth Supplemental Agreement, registering the transfer of Series 2019-C Bonds, obtaining any consent or other action to be taken by Bondholders and for all other purposes whatsoever, and none of the Trustee, the Registrar or the Authority shall be affected by any notice to the contrary. For None of the Trustee, the Registrar or the Authority shall have any responsibility or obligation to any Participant, any person claiming a beneficial ownership interest in the Series 2019-C Bonds under or through DTC or any Participant, or any other person which is not shown on the registration books as being a Bondholder, with respect to the accuracy of any records maintained by DTC or any Participant; the payment by DTC or any Participant of any amount in respect of the principal of or interest on the Series 2019-C Bonds; any notice which is permitted or required to be given to Bondholders under the Agreement or this Thirtieth Supplemental Agreement; any consent given or other action taken by DTC as Bondholder; or any other purpose. The Trustee shall pay all purposesprincipal of and interest on the Series 2019-C Bonds only to or “upon the order of” DTC (as that term is used in the Uniform Commercial Code as adopted in the State of California), and all such payments shall be valid and effective to fully satisfy and discharge the Authority’s obligations with respect to the principal of and interest on the Series 2019-C Bonds to the extent of the sum or sums so paid. No person other than DTC shall receive an authenticated Series 2019-C Bond evidencing the obligation of the Authority to make payments of principal and interest pursuant to the Agreement. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions herein with respect to Record Dates, the name “Cede & Co.” in this Thirtieth Supplemental Agreement shall refer to such new nominee of DTC. (c) In the event the Authority determines that it is in the best interest of the Beneficial Owners that they be able to obtain bond certificates, and notifies DTC, the Trustee and the Registrar of such determination, then DTC will notify the Participants of the availability through DTC of bond certificates. In such event, the Trustee shall deal with the Clearing Agency as the owner of such Book-Entry Bonds in accordance with Section 3.08 of the Original Indenture. The rights of Beneficial Owners of the Book-Entry Bonds shall be limited to those established by law and agreements between such Beneficial Owners authenticate and the Clearing Agency Registrar shall transfer and Clearing Agency Participantsexchange bond certificates as requested by DTC and any other Bondholders in appropriate amounts. The Beneficial Owners of the Book-Entry Bonds shall not be entitled DTC may determine to certificated securities for the Book-Entry Bonds as to which they are the Beneficial Owners, except as provided below. Requests and directions from, and votes of, the Clearing Agency, as Holder, shall not be deemed to be inconsistent if they are made with respect to different Beneficial Owners. Without the consent of the Issuer and the Trustee, a Book-Entry Bond may not be transferred by the Clearing Agency except to another Clearing Agency that agrees to hold the Book-Entry Bond for the account of the respective Clearing Agency Participants and Beneficial Owners. None of the Issuer, the Bond Administrator, any Master Servicer or the Trustee will have any liability for any aspect of the records relating to or payment made on account of Beneficial Owners of the Book-Entry Bonds held by the Clearing Agency, or for maintaining, supervising or reviewing any records relating to such Beneficial Owners. The Book-Entry Bonds will be issued in fully registered, certificated form to Beneficial Owners of Book-Entry Bonds or their nominees, rather than to the Clearing Agency or discontinue providing its nominee, only if (a) the Issuer advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as depository services with respect to the BookSeries 2019-Entry C Bonds at any time by giving notice to the Authority and the Issuer Trustee and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is unable no successor securities depository), the Authority and the Trustee shall be obligated to locate a qualified successor within 30 days or (b) the Issuer, at its option, elects to terminate the book-entry system operating through the Clearing Agency. Upon the occurrence of either event deliver bond certificates as described in this Thirtieth Supplemental Agreement. In the immediately preceding paragraphevent bond certificates are issued, the provisions of the Agreement and this Thirtieth Supplemental Agreement shall apply to, among other things, the transfer and exchange of such certificates and the method of payment of principal of and interest on such certificates. Whenever DTC requests the Authority and the Trustee to do so, the Trustee is required and the Authority will cooperate with DTC in taking appropriate action after reasonable notice (i) to notify make available one or more separate certificates evidencing the Clearing Agency, which in turn will notify all Beneficial Owners Series 2019-C Bonds to any Participant having Series 2019-C Bonds credited to its DTC account or (ii) to arrange for another securities depository to maintain custody of Bookcertificates evidencing the Series 2019-Entry Bonds through Clearing Agency Participants, C Bonds. (d) Notwithstanding any other provision of the availability Agreement and this Thirtieth Supplemental Agreement to the contrary, so long as any Series 2019-C Bond is registered in the name of Certificated Bonds. Upon surrender Cede & Co., as nominee of DTC, all payments with respect to the principal of and interest on such Series 2019-C Bond and all notices with respect to such Series 2019-C Bond shall be made and given, respectively, to DTC as provided in the Representation Letter. (e) In connection with any notice or other communication to be provided to Bondholders pursuant to the Agreement and this Thirtieth Supplemental Agreement by the Clearing Agency of Authority or the certificates representing the Book-Entry Bonds and receipt of instructions for re-registrationTrustee with respect to any consent or other action to be taken by Bondholders, the Trustee will reissue Authority or the Book-Entry Bonds Trustee, as Certificated Bonds the case may be, shall establish a record date for such consent or other action and give DTC notice of such record date not less than 15 calendar days in advance of such record date to the Beneficial Owners identified in writing by extent possible. Notice to DTC shall be given only when DTC is the Clearing Agencysole Bondholder. Such Certificated Bonds shall not constitute BookNEITHER THE AUTHORITY NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO PARTICIPANTS, INDIRECT PARTICIPANTS OR BENEFICIAL OWNERS WITH RESPECT TO: THE PAYMENT BY DTC, ANY PARTICIPANT OR ANY INDIRECT PARTICIPANT OF THE PRINCIPAL OF OR INTEREST ON THE SERIES 2019-Entry BondsC BONDS; THE PROVIDING OF NOTICE TO PARTICIPANTS, INDIRECT PARTICIPANTS OR BENEFICIAL OWNERS; THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC, ANY PARTICIPANT OR ANY INDIRECT PARTICIPANT; OR ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS OWNER OF THE SERIES 2019-C BONDS.

Appears in 1 contract

Sources: Supplemental Trust Agreement

Book-Entry Bonds. The (a) Except as provided in Section 2.04(c) hereof, the registered owner of all of the Series 2020-A Bonds shall be Bookthe Securities Depository and the Series 2020-Entry A Bonds and shall be issued initially as one or more certificates registered in the name of Cede & Co., as nominee for the Clearing Agency Securities Depository. Payment of principal and redemption price of and interest on any Series 2020-A Bonds registered in the name of Cede & Co. shall be made by wire transfer of New York clearing house or equivalent next day funds or by wire transfer of same day funds to the account of Cede & Co. at the address indicated on the regular Record Date or special record date for Cede & Co. in the Bond Register held by the Trustee. (b) The Series 2020-A Bonds shall be initially issued in the form of separate single authenticated fully registered certificates for each separate stated maturity and interest rate of the Series 2020-A Bonds. Upon initial issuance, the ownership of such Series 2020-A Bonds shall be registered in the Bond Register in the name of Cede & Co., as nominee of the Securities Depository. The Trustee and the Authority may treat the Securities Depository (or its nominee) as the sole and exclusive owner of the Series 2020-A Bonds registered in its name for the purposes of payment of the principal and redemption price of or interest on the Series 2020-A Bonds, giving any notice permitted or required to be given to Bondholders under the Trust Agreement or this First Supplemental Junior Subordinate Trust Agreement, registering the transfer of Series 2020-A Bonds, obtaining any consent or other action to be taken by Bondholders and for all other purposes whatsoever, and neither the Trustee nor the Authority shall be affected by any notice to the contrary. For Neither the Trustee nor the Authority shall have any responsibility or obligation to any Participant, any person claiming a beneficial ownership interest in the Series 2020-A Bonds under or through the Securities Depository or any Participant, or any other person which is not shown on the registration books as being a Bondholder, with respect to the accuracy of any records maintained by the Securities Depository or any Participant; the payment by the Securities Depository or any Participant of any amount in respect of the principal and redemption price of or interest on the Series 2020-A Bonds; any notice which is permitted or required to be given to Bondholders under the Trust Agreement and this First Supplemental Junior Subordinate Trust Agreement; any consent given or other action taken by the Securities Depository as Bondholder; or any other purpose. The Trustee shall pay all purposesprincipal and redemption price of and interest on the Series 2020-A Bonds only to or “upon the order of’ the Securities Depository (as that term is used in the Uniform Commercial Code as adopted in the State of California), and all such payments shall be valid and effective to fully satisfy and discharge the Authority’s obligations with respect to the principal and redemption price of and interest on the Series 2020-A Bonds to the extent of the sum or sums so paid. No person other than the Securities Depository shall receive an authenticated Series 2020-A Bond evidencing the obligation of the Authority to make payments of principal and redemption price and interest pursuant to the Trust Agreement and this First Supplemental Junior Subordinate Trust Agreement. Upon delivery by the Securities Depository to the Trustee of written notice to the effect that the Securities Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions herein with respect to Record Dates, the word “Cede & Co.” in this First Supplemental Junior Subordinate Trust Agreement shall refer to such new nominee of the Securities Depository. (c) In the event the Authority determines that it is in the best interest of the Beneficial Owners that they be able to obtain bond certificates, and notifies the Securities Depository and the Trustee of such determination, then the Securities Depository will notify the Participants of the availability through the Securities Depository of bond certificates. In such event, the Trustee shall deal with authenticate, transfer and exchange bond certificates as requested by the Clearing Agency as the owner of such Book-Entry Bonds Securities Depository and any other Bondholders in accordance with Section 3.08 of the Original Indentureappropriate amounts. The rights of Beneficial Owners of the Book-Entry Bonds shall be limited Securities Depository may determine to those established by law and agreements between such Beneficial Owners and the Clearing Agency and Clearing Agency Participants. The Beneficial Owners of the Book-Entry Bonds shall not be entitled to certificated securities for the Book-Entry Bonds as to which they are the Beneficial Owners, except as provided below. Requests and directions from, and votes of, the Clearing Agency, as Holder, shall not be deemed to be inconsistent if they are made with respect to different Beneficial Owners. Without the consent of the Issuer and the Trustee, a Book-Entry Bond may not be transferred by the Clearing Agency except to another Clearing Agency that agrees to hold the Book-Entry Bond for the account of the respective Clearing Agency Participants and Beneficial Owners. None of the Issuer, the Bond Administrator, any Master Servicer or the Trustee will have any liability for any aspect of the records relating to or payment made on account of Beneficial Owners of the Book-Entry Bonds held by the Clearing Agency, or for maintaining, supervising or reviewing any records relating to such Beneficial Owners. The Book-Entry Bonds will be issued in fully registered, certificated form to Beneficial Owners of Book-Entry Bonds or their nominees, rather than to the Clearing Agency or discontinue providing its nominee, only if (a) the Issuer advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as depository services with respect to the BookSeries 2020-Entry A Bonds at any time by giving notice to the Authority and the Issuer Trustee and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is unable no successor securities depository), the Authority and the Trustee shall be obligated to locate a qualified successor within 30 days or (b) the Issuer, at its option, elects to terminate the book-entry system operating through the Clearing Agency. Upon the occurrence of either event deliver bond certificates as described in the immediately preceding paragraphTrust Agreement and this First Supplemental Junior Subordinate Trust Agreement. In the event Bond certificates are issued, the Trustee is required to notify the Clearing Agency, which in turn will notify all Beneficial Owners of Book-Entry Bonds through Clearing Agency Participants, provisions of the availability Trust Agreement and this First Supplemental Junior Subordinate Trust Agreement shall apply to, among other things, the transfer and exchange of Certificated such certificates and the method of payment of (i) to make available one or more separate certificates evidencing the Series 2020-A Bonds to any Participant having Series 2020-A Bonds credited to its the Securities Depository account or (ii) to arrange for another securities depository to maintain custody of certificates evidencing the Series 2020-A Bonds. Upon surrender . (d) Notwithstanding any other provision of the Trust Agreement and this First Supplemental Junior Subordinate Trust Agreement to the contrary, so long as any Series 2020-A Bond is registered in the name of Cede & Co., as nominee of the Securities Depository, all payments with respect to the principal and redemption price of and interest on such Series 2020- A Bond and all notices with respect to such Series 2020-A Bond shall be made and given, respectively, to the Securities Depository as provided in the Representation Letter. (e) In connection with any notice or other communication to be provided to Bondholders pursuant to the Trust Agreement and this First Supplemental Junior Subordinate Trust Agreement by the Clearing Agency of Authority or the certificates representing the Book-Entry Bonds and receipt of instructions for re-registrationTrustee with respect to any consent or other action to be taken by Bondholders, the Trustee will reissue Authority or the Book-Entry Bonds Trustee, as Certificated Bonds the case may be, shall establish a record date for such consent or other action and give the Securities Depository notice of such record date not less than fifteen (15) calendar days in advance of such record date to the Beneficial Owners identified in writing by extent possible. Notice to the Clearing AgencySecurities Depository shall be given only when the Securities Depository is the sole Bondholder. Such Certificated Bonds shall not constitute BookNEITHER THE AUTHORITY NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO PARTICIPANTS, INDIRECT PARTICIPANTS OR BENEFICIAL OWNERS WITH RESPECT TO: THE PAYMENT BY THE SECURITIES DEPOSITORY, ANY PARTICIPANT OR ANY INDIRECT PARTICIPANT OF THE PRINCIPAL AND REDEMPTION PRICE OF OR INTEREST ON THE SERIES 2020-Entry BondsA BONDS; THE PROVIDING OF NOTICE TO PARTICIPANTS, INDIRECT PARTICIPANTS OR BENEFICIAL OWNERS; THE ACCURACY OF ANY RECORDS MAINTAINED BY THE SECURITIES DEPOSITORY, ANY PARTICIPANT OR ANY INDIRECT PARTICIPANT; OR ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY THE SECURITIES DEPOSITORY AS HOLDER OF THE SERIES 2020-A BONDS.

Appears in 1 contract

Sources: First Supplemental Junior Subordinate Trust Agreement

Book-Entry Bonds. The (a) Prior to the issuance of a Series of Bonds, the Authority may provide that such Series of Bonds shall initially be issued as Book-Entry Bonds and and, in such event, the Bonds of such Series for each maturity shall be issued initially as one or more certificates in the name form of the Clearing Agency or its nomineea separate single fully registered Bond (which may be typewritten). For all purposes, the Trustee The Series 1999 Bonds shall deal with the Clearing Agency initially be issued as the owner of such Book-Entry Bonds Bonds. Except as provided in accordance with Section 3.08 subsection (c) of this Section, the Original Indenture. The rights registered Owner of Beneficial Owners all of the Book-Entry Bonds shall be limited Cede & Co., as nominee of DTC. Notwithstanding anything to those established the contrary contained in this Indenture, payment of interest with respect to any Book-Entry Bond registered as of each Record Date in the name of Cede & Co. shall be made by law and agreements between such Beneficial Owners wire transfer of same-day funds to the account of Cede & Co. on the Interest Payment Date at the address indicated on the Record Date for Cede & Co. in the Registration Books or as otherwise provided in the Representation Letter. (b) The Trustee and the Clearing Agency Authority may treat DTC (or its nominee) as the sole and Clearing Agency Participants. The Beneficial Owners exclusive Owner of the Book-Entry Bonds shall not be entitled to certificated securities registered in its name for the purposes of payment of the principal, premium, if any, or interest with respect to Book-Entry Bonds, selecting Book-Entry Bonds as to which they are the Beneficial Owners, except as provided below. Requests and directions from, and votes of, the Clearing Agency, as Holder, shall not be deemed or portions thereof to be inconsistent if they are made with respect redeemed, giving any notice permitted or required to different Beneficial Owners. Without the consent of the Issuer and the Trustee, a Book-Entry Bond may not be transferred by the Clearing Agency except given to another Clearing Agency that agrees to hold the Book-Entry Bond for the account of the respective Clearing Agency Participants and Beneficial Owners. None of the Issuer, the Bond Administrator, any Master Servicer or the Trustee will have any liability for any aspect of the records relating to or payment made on account of Beneficial Owners of the Book-Entry Bonds held by the Clearing Agency, or for maintaining, supervising or reviewing any records relating to such Beneficial Owners. The Book-Entry Bonds will be issued in fully registered, certificated form to Beneficial Owners of Book-Entry Bonds under this Indenture, registering the transfer of Book-Entry Bonds, obtaining any consent or their nomineesother action to be taken by Owners of Book-Entry Bonds and for all other purposes whatsoever, rather than and neither the Trustee nor the Authority shall be affected by any notice to the Clearing Agency contrary. Neither the Trustee nor the Authority shall have any responsibility or its nomineeobligation to any Participant, any person claiming a beneficial ownership interest in Book-Entry Bonds under or through DTC or any Participant, or any other person which is not shown on the Registration Books as being an Owner, with respect to the accuracy of any records maintained by DTC or any Participant, the payment by DTC or any Participant of any amount in respect of the principal, premium, if any, or interest with respect to Book-Entry Bonds, any notice which is permitted or required to be given to Owners of Book-Entry Bonds under this Indenture, the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of Book-Entry Bonds, or any consent given or other action taken by DTC as Owner of Book-Entry Bonds. The Trustee shall pay all principal, premium, if any and interest with respect to Book-Entry Bonds, only to DTC, and all such payments shall be valid and effective to fully satisfy and discharge the Authority’s obligations with respect to the principal, premium, if (a) the Issuer advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities as depository any, and interest with respect to the Book-Entry Bonds and to the Issuer is unable to locate a qualified successor within 30 days extent of the sum or sums so paid. Except under the conditions of subsection (bc) the Issuerof this Section, at its option, elects to terminate the book-entry system operating through the Clearing Agency. Upon the occurrence of either event described in the immediately preceding paragraph, the Trustee is required to notify the Clearing Agency, which in turn will notify all Beneficial Owners of no person other than DTC shall receive an executed Book-Entry Bonds through Clearing Agency Participants, of the availability of Certificated BondsBond for each separate stated maturity. Upon surrender delivery by DTC to the Clearing Agency Trustee of written notice to the certificates representing effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the Book-Entry Bonds and receipt of instructions for re-registrationprovisions herein with respect to record dates, the Trustee will reissue term “Cede & Co.” in this Indenture shall refer to such new nominee of DTC. (c) In the Book-Entry Bonds event (i) DTC, including any successor as Certificated Bonds securities depository for a Series of Bonds, determines not to the Beneficial Owners identified in writing by the Clearing Agency. Such Certificated Bonds shall not constitute Book-Entry continue to act as securities depository for such Series of Bonds., or

Appears in 1 contract

Sources: Indenture