Book-Entry System. (a) Notwithstanding anything to the contrary herein, so long as a series of Bonds is being held under a book entry system, transfers of beneficial ownership of the Bonds of such series will be effected pursuant to rules and procedures established by the Securities Depository. (b) As long as a book entry system is in effect for a series of Bonds, the Securities Depository Nominee will be recognized as the holder of the Bonds of such series for the purposes of (1) paying the principal of, redemption premium, if any, or interest on such Bonds, (2) if Bonds of such series are to be redeemed in part, selecting the portions of such Bonds to be redeemed, (3) giving any notice permitted or required to be given to holders under this Indenture, (4) registering the transfer of such Bonds, and (5) requesting any consent or other action to be taken by the holders of such Bonds, and for all other purposes whatsoever, and neither the Trustee nor the Issuer shall be affected by any notice to the contrary. (c) Neither the Trustee nor the Issuer shall have any responsibility or obligation to any participant, any beneficial owner or any other person claiming a beneficial ownership in any Bonds which are registered to a Securities Depository Nominee under or through the Securities Depository with respect to any action taken by the Securities Depository and the Securities Depository Nominee, as holder of such Bonds. (d) The Trustee shall pay all principal of, redemption premium, if any, and interest on Bonds issued under a book entry system, only to the Securities Depository, or the Securities Depository Nominee, as the case may be, for such Bonds, pursuant to a letter of representations or similar agreement with the Securities Depository and all such payments shall be valid and effectual to fully satisfy and discharge the obligations with respect to the principal of, redemption premium, if any, and interest on such Bonds. The Issuer and the Trustee acknowledge that the terms and provisions of such letter of representations or similar agreement shall govern in the event of any inconsistency between the provisions of this Indenture and such letter of representations or similar agreement. (e) In the event that the Issuer determines, at the direction of the Company, to discontinue the book entry system of transfer for a series of Bonds, or that the interests of the beneficial owners of the Bonds of such series may be adversely affected if the book entry system is continued, then the Issuer shall notify the Securities Depository and the Trustee of such determination. In such event, the Issuer shall execute and the Trustee shall authenticate, register and deliver physical certificates in authorized denominations for Bonds of such series in exchange for the Bonds registered in the name of the Securities Depository Nominee, at the expense of the Company, to such Persons, and in such maturities and principal amounts, as may be designated by the Securities Depository, but without any liability on the part of the Issuer, the Company or the Trustee for the accuracy of such designation; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code. (f) In the event that the Securities Depository for a series of Bonds discontinues providing its services, the Issuer, at the direction of the Company, shall either engage the services of another Securities Depository or deliver physical certificates in the manner described in clause (e) above; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code. (g) In connection with any notice or other communication to be provided to the holders of a series of Bonds by the Issuer or by the Trustee with respect to any consent or other action to be taken by the holders, the Issuer or the Trustee, as the case may be, shall establish a record date for such consent or other action and give the Securities Depository Nominee notice of such record date not less than fifteen (15) days in advance of such record date to the extent possible. (h) The Series 2013 Bonds shall be issued initially in the form of one global certificate, without coupons, in the aggregate principal amount of the Series 2013 Bonds, under the book entry system maintained by The Depository Trust Company, New York, New York ("DTC"), as the initial Securities Depository, and shall be registered in the name of Cede & Co., as the initial Securities Depository Nominee for the Series 2013 Bonds. As long as the Series 2013 Bonds are maintained by DTC under its book entry system, all payments with respect to the principal of and interest on the Series 2013 Bonds and notices to the holders of the Series 2013 Bonds shall be made and given, respectively, to DTC pursuant to a letter of representations with DTC.
Appears in 2 contracts
Sources: Trust Indenture (Entergy Arkansas Inc), Trust Indenture (Entergy Arkansas Inc)
Book-Entry System. (a) Notwithstanding anything to All Bonds shall be initially issued in the contrary hereinform of a separate single certificated fully registered Bond for each maturity date of the Bonds. Upon initial issuance, so long as a series of Bonds is being held under a book entry system, transfers of beneficial the ownership of each Bond shall be registered in the Bond Register in the name of Cede & Co., as nominee of DTC. Except as provided in Section 2.10(d) hereof, all Outstanding Bonds shall be registered in the Bond Register in the name of such series will be effected pursuant to rules and procedures established by the Securities DepositoryCede & Co., as nominee of DTC.
(b) As long With respect to Bonds registered in the Bond Register in the name of Cede & Co., as a book entry system is nominee of DTC, the Authority and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in effect for a series of the Bonds, (ii) the Securities Depository Nominee will be recognized delivery to any DTC Participant or any other person, other than an Owner, as shown in the holder Bond Register, of any notice with respect to the Bonds Bonds, including any notice of such series for redemption, or (iii) the purposes payment to any DTC Participant or any other person, other than an Owner, as shown in the Bond Register, of (1) paying the any amount with respect to principal of, redemption premium, if any, or interest on such the Bonds, (2) if Bonds . The Authority and the Trustee may treat and consider the person in whose name each Bond is registered in the Bond Register as the holder and absolute owner of such series are to be redeemed in partBond for the purpose of payment of principal, selecting the portions of such Bonds to be redeemed, (3) giving any notice permitted or required to be given to holders under this Indenture, (4) registering the transfer of such Bonds, and (5) requesting any consent or other action to be taken by the holders of such Bonds, and for all other purposes whatsoever, and neither the Trustee nor the Issuer shall be affected by any notice to the contrary.
(c) Neither the Trustee nor the Issuer shall have any responsibility or obligation to any participant, any beneficial owner or any other person claiming a beneficial ownership in any Bonds which are registered to a Securities Depository Nominee under or through the Securities Depository with respect to any action taken by the Securities Depository and the Securities Depository Nominee, as holder of such Bonds.
(d) The Trustee shall pay all principal of, redemption premium, if any, and interest on Bonds issued under a book entry system, only to the Securities Depository, or the Securities Depository Nominee, as the case may be, for such Bonds, pursuant to a letter of representations or similar agreement with the Securities Depository and all such payments shall be valid and effectual to fully satisfy and discharge the obligations with respect to the principal of, redemption premium, if any, and interest on such BondsBond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Issuer Trustee shall pay all principal of, premium, if any, and interest on the Trustee acknowledge that Bonds only to or upon the terms and provisions order of such letter of representations or similar agreement shall govern the respective Owners, as shown in the event Bond Register, as provided in Section 2.8 hereof, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Authority’s obligations with respect to payment of any inconsistency between principal of, premium, if any, and interest on the provisions of this Indenture and such letter of representations or similar agreement.
(e) In Bonds to the event that the Issuer determines, at the direction extent of the Companysum or sums so paid. No person other than an Owner, to discontinue as shown in the book entry system of transfer for Bond Register, shall receive a series of Bonds, or that certificated Bond evidencing the interests obligation of the beneficial owners Authority to make payments of the Bonds of such series may be adversely affected principal, premium, if the book entry system is continuedany, then the Issuer shall notify the Securities Depository and interest pursuant to this Indenture. Upon delivery by DTC to the Trustee of such determination. In such event, the Issuer shall execute and the Trustee shall authenticate, register and deliver physical certificates in authorized denominations for Bonds of such series in exchange for the Bonds registered in the name of the Securities Depository Nominee, at the expense of the Company, to such Persons, and in such maturities and principal amounts, as may be designated by the Securities Depository, but without any liability on the part of the Issuer, the Company or the Trustee for the accuracy of such designation; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(f) In the event that the Securities Depository for a series of Bonds discontinues providing its services, the Issuer, at the direction of the Company, shall either engage the services of another Securities Depository or deliver physical certificates in the manner described in clause (e) above; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(g) In connection with any written notice or other communication to be provided to the holders of effect that DTC has determined to substitute a series of Bonds by the Issuer or by the Trustee with respect to any consent or other action to be taken by the holders, the Issuer or the Trustee, as the case may be, shall establish a record date for such consent or other action and give the Securities Depository Nominee notice of such record date not less than fifteen (15) days new nominee in advance of such record date to the extent possible.
(h) The Series 2013 Bonds shall be issued initially in the form of one global certificate, without coupons, in the aggregate principal amount of the Series 2013 Bonds, under the book entry system maintained by The Depository Trust Company, New York, New York ("DTC"), as the initial Securities Depository, and shall be registered in the name place of Cede & Co., and subject to the provisions herein with respect to record dates, the word “Cede & Co.” in this Indenture shall refer to such new nominee of DTC.
(c) The delivery of the Representation Letter and the Trustee shall not in any way limit the provisions of Section 2.10(b) hereof or in any other way impose upon the Authority or the Trustee any obligation whatsoever with respect to persons having interests in the Bonds other than the Owners, as shown on the initial Securities Depository Nominee Bond Register. The Trustee shall take all action necessary for all representations in the Series 2013 Bonds. As long as the Series 2013 Bonds are maintained by DTC under its book entry system, all payments Representation Letter with respect to the principal of and interest on the Series 2013 Bonds and notices Trustee to be complied with at all times.
(d) (i) DTC may determine to discontinue providing its services with respect to the holders of Bonds at any time by giving written notice to the Series 2013 Bonds shall be made Authority and given, respectively, to DTC pursuant to a letter of representations the Trustee and discharging its responsibilities with DTCrespect thereto under applicable law.
Appears in 2 contracts
Sources: Indenture of Trust, Indenture of Trust
Book-Entry System. (a) Notwithstanding anything to the contrary herein, so long as a series of Bonds is being held under a book entry system, transfers of beneficial ownership of the Bonds of such series will be effected pursuant to rules and procedures established by the Securities Depository.
(b) As long as a book entry system is in effect for a series of Bonds, the Securities Depository Nominee will be recognized as the holder of the Bonds of such series for the purposes of (1) paying the principal of, redemption premium, if any, or interest on such Bonds, (2) if Bonds of such series are to be redeemed Except as provided in part, selecting the portions of such Bonds to be redeemed, (3) giving any notice permitted or required to be given to holders under this Indenture, (4) registering the transfer of such Bonds, and (5) requesting any consent or other action to be taken by the holders of such Bonds, and for all other purposes whatsoever, and neither the Trustee nor the Issuer shall be affected by any notice to the contrary.
(c) Neither the Trustee nor the Issuer shall have any responsibility or obligation to any participant, any beneficial owner or any other person claiming a beneficial ownership in any Bonds which are registered to a Securities Depository Nominee under or through the Securities Depository with respect to any action taken by the Securities Depository and the Securities Depository Nominee, as holder of such Bonds.
(d) The Trustee shall pay all principal of, redemption premium, if any, and interest on Bonds issued under a book entry system, only to the Securities Depository, or the Securities Depository Nominee, as the case may be, for such Bonds, pursuant to a letter of representations or similar agreement with the Securities Depository and all such payments shall be valid and effectual to fully satisfy and discharge the obligations with respect to the principal of, redemption premium, if any, and interest on such Bonds. The Issuer and the Trustee acknowledge that the terms and provisions of such letter of representations or similar agreement shall govern in the event of any inconsistency between the provisions subparagraph 3 of this Indenture and such letter Section 206, the registered owner of representations or similar agreement.
(e) In the event that the Issuer determines, at the direction all of the Company, to discontinue the book entry system of transfer for a series of Bonds, or that the interests of the beneficial owners of the Bonds of such series may be adversely affected if the book entry system is continued, then the Issuer shall notify the Securities Depository and the Trustee of such determination. In such event, the Issuer shall execute and the Trustee shall authenticate, register and deliver physical certificates in authorized denominations for Bonds of such series in exchange for the Bonds registered in the name of the Securities Depository Nominee, at the expense of the Company, to such Persons, and in such maturities and principal amounts, as may be designated by the Securities Depository, but without any liability on the part of the Issuer, the Company or the Trustee for the accuracy of such designation; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(f) In the event that the Securities Depository for a series of Bonds discontinues providing its services, the Issuer, at the direction of the Company, shall either engage the services of another Securities Depository or deliver physical certificates in the manner described in clause (e) above; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(g) In connection with any notice or other communication to be provided to the holders of a series of Bonds by the Issuer or by the Trustee with respect to any consent or other action to be taken by the holders, the Issuer or the Trustee, as the case may be, shall establish a record date for such consent or other action and give the Securities Depository Nominee notice of such record date not less than fifteen (15) days in advance of such record date to the extent possible.
(h) The 2022 Series 2013 __ Bonds shall be issued initially in and the form of one global certificate, without coupons, in the aggregate principal amount of the 2022 Series 2013 Bonds, under the book entry system maintained by The Depository Trust Company, New York, New York ("DTC"), as the initial Securities Depository, and __ Bonds shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). Payment of interest for any 2022 Series Bond shall be made by transfer of Federal funds or equivalent same day funds to the initial Securities Depository Nominee account of Cede & Co. on each interest payment date for the 2022 Series 2013 __ Bonds at the address indicated for Cede & Co. in the registry books of the Agency kept by the Trustee.
(2) The 2022 Series __ Bonds shall be initially issued in the form of a separate single fully registered bond in the amount of each separate stated maturity of the 2022 Series __ Bonds. As long Upon initial issuance, the ownership of such 2022 Series __ Bonds shall be registered in the registry books of the Agency kept by the Trustee in the name of Cede & Co., as nominee of DTC. With respect to 2022 Series __ Bonds registered in the registry books kept by the Trustee in the name of Cede & Co., as nominee of DTC, the Agency and the Trustee shall have no responsibility or obligation to any participant of DTC (a “Participant”) or to any person for whom a Participant acquires an interest in 2022 Series 2013 __ Bonds are maintained by (a “Beneficial Owner”). Without limiting the immediately preceding sentence, the Agency and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest in the 2022 Series __ Bonds, (ii) the delivery to any Participant, any Beneficial Owner or any other person, other than DTC, of any notice with respect to the 2022 Series __ Bonds, including any notice of redemption, or (iii) the payment to any Participant, any Beneficial Owner or any other person, other than DTC, of any amount with respect to the principal of or premium, if any, or interest on the 2022 Series Bonds. The Agency and the Trustee may treat as and deem DTC under its book entry systemto be the absolute owner of each 2022 Series __ Bond for the purpose of payment of the principal of and premium, if any, and interest on such 2022 Series Bond, for the purpose of giving notices of redemption and other matters with respect to such 2022 Series __ Bond, for the purpose of registering transfers with respect to such 2022 Series __ Bond, and for all other purposes whatsoever. The Trustee shall pay all principal of and premium, if any, and interest on the 2022 Series __ Bonds only to or upon the order of DTC, and all such payments shall be valid and effective to fully satisfy and discharge the Agency’s obligations with respect to the principal of and premium, if any, and interest on the 2022 Series 2013 __ Bonds and notices to the holders extent of the Series 2013 Bonds shall sum or sums so paid. Pursuant to Section 307 of the General Resolution, payments of principal may be made without requiring the surrender of the 2022 Series __ Bonds, and giventhe Agency and Trustee shall not be liable for the failure of DTC or any successor thereto to properly indicate on the 2022 Series __ Bonds the payment of such principal. No person other than DTC shall receive a 2022 Series __ Bond evidencing the obligation of the Agency to make payments of principal of and premium, respectivelyif any, to DTC and interest pursuant to this Supplemental Resolution. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a letter new nominee in place of representations with Cede & Co., and subject to the transfer provisions hereof, the word “Cede” in this Supplemental Resolution shall refer to such new nominee of DTC.
(3) (a) DTC may determine to discontinue providing its services with respect to the 2022 Series __ Bonds at any time by giving written notice to the Agency and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is not a successor securities depository), 2022 Series __ Bond certificates will be delivered as described in the General Resolution.
Appears in 2 contracts
Sources: Special Program Agreement, Special Program Agreement
Book-Entry System. (a) Notwithstanding anything to DTC will act as the contrary hereininitial Securities Depository for the Bonds. The Bonds shall be initially issued in the form of a single fully registered Bond registered in the name of Cede & Co., so as nominee for DTC, as Registered Owner of the Bonds, and held in the custody of DTC. So long as a series Cede & Co. is the Registered Owner of Bonds is being held under a book entry systemthe Bonds, transfers as nominee of beneficial ownership DTC, references herein to Registered Owners, Bondholders or holders of the Bonds shall mean Cede & Co. and shall not mean the beneficial owners of such series will be effected pursuant to rules and procedures established by the Securities DepositoryBonds.
(b) As long as While DTC is the Securities Depository, the ownership interest of each of the beneficial owners of the Bonds will be recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entry system is entries made by DTC and, in effect for a series turn, by the DTC Participants who act on behalf of the beneficial owners of the Bonds.
(c) With respect to Bonds registered in the name of the Securities Depository, the Issuer, the Bond Registrar, the Paying Agent, any co-paying agent and the Trustee shall have no responsibility or obligation to any Person on behalf of whom such Securities Depository holds an interest in the Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Issuer, the Bond Registrar, the Paying Agent, any co-paying agent and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Securities Depository Nominee will be recognized with respect to any ownership interest in the Bonds, (ii) the delivery to any Person, other than a Bondholder, as shown on the holder Bond Register, of any notice with respect to the Bonds Bonds, including any notice of such series for redemption, or (iii) the purposes payment to any Person, other than a Registered Owner, as shown in the Bond Register of (1) paying the any amount with respect to principal of, redemption premium, if any, or interest on such on, the Bonds.
(d) Notwithstanding any other provisions of this Indenture to the contrary, (2) if Bonds the Issuer, the Bond Registrar, the Paying Agent, any co-paying agent and the Trustee shall be entitled to treat and consider the Person in whose name each Bond is registered in the Bond Register as the absolute owner of such series are to be redeemed in partBond for the purpose of payment of principal, selecting the portions of such Bonds to be redeemedpremium, (3) giving any notice permitted or required to be given to holders under this Indenture, (4) registering the transfer of such Bondsif any, and (5) requesting any consent or interest with respect to such Bond, for the purpose of giving notices of redemption and other action matters with respect to be taken by such Bond, for the holders purpose of registering transfers with respect to such BondsBond, and for all other purposes whatsoever, and neither the Trustee nor the Issuer shall be affected by any notice to the contrary.
(c) Neither the Trustee nor the Issuer shall have any responsibility or obligation to any participant, any beneficial owner or any other person claiming a beneficial ownership in any Bonds which are registered to a Securities Depository Nominee under or through the Securities Depository with respect to any action taken by the Securities Depository and the Securities Depository Nominee, as holder of such Bonds.
(d) . The Trustee Paying Agent shall pay all principal of, redemption premium, if any, and interest on the Bonds issued under a book entry system, only to or upon the Securities Depositoryorder of the respective owners, as shown in the Bond Register as provided in this Indenture, or the Securities Depository Nomineetheir respective attorneys duly authorized in writing, as the case may be, for such Bonds, pursuant to a letter of representations or similar agreement with the Securities Depository and all such payments shall be valid and effectual effective to fully satisfy and discharge the Issuer's obligations with respect to the payment of principal of, redemption premium, if any, and interest on such Bonds. The Issuer and on, the Trustee acknowledge that Bonds to the terms and provisions extent of such letter of representations the sum or similar agreement shall govern in the event of any inconsistency between the provisions of this Indenture and such letter of representations or similar agreementsums so paid.
(e) No Person other than a Registered Owner, as shown in the Bond Register, shall receive a Bond certificate evidencing the obligation of the Issuer to make payments of principal, premium, if any, and interest, pursuant to this Indenture.
(f) Except in the case of payment upon maturity or redemption if the book-entry system is not in effect, any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of the Securities Depository, of the transfer of the beneficial owner's interest in such Bond.
(g) So long as the book-entry system is in effect, the Trustee, the Paying Agent, any co-paying agent and the Bond Registrar shall comply with the terms of the DTC Letter.
(h) The Securities Depository may determine to discontinue providing its service with respect to the Bonds at any time by giving reasonable written notice and all relevant information on the beneficial owners of the Bonds, which shall include, without limitation, the name, address of record and taxpayer identification number of each such beneficial owner of the Bonds, to the Issuer and the Trustee. If there is no successor Securities Depository appointed by the Issuer, the Trustee, based solely upon information provided to it in writing by the Securities Depository, which shall include, without limitation, the name, address of record and taxpayer identification number of each such beneficial owner of the Bonds, shall authenticate and deliver Bonds to the beneficial owners thereof. In the event that the Issuer determines, at the direction of the Company, to discontinue the book entry system of transfer for a series of Bonds, or Company determines that the interests of the beneficial owners of the Bonds of such series may be adversely affected if the book entry system is continued, then the Issuer shall notify the Securities Depository and the Trustee is incapable of such determination. In such event, the Issuer shall execute and the Trustee shall authenticate, register and deliver physical certificates discharging its responsibilities described herein or in authorized denominations for Bonds of such series in exchange for the Bonds registered in the name of the Securities Depository Nominee, at the expense of the Company, to such Persons, and in such maturities and principal amounts, as may be designated by the Securities Depository, but without any liability on the part of agreement among the Issuer, the Company or the Trustee for the accuracy of such designation; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(f) In the event that and the Securities Depository for a series of Bonds discontinues providing its servicesDepository, the Issuer, at the direction of the Company, shall either engage the services of another Securities Depository or deliver physical certificates in the manner described in clause (ei) above; providedappoint a successor securities depository, in addition, that any Bonds of qualified to act as such series shall be in registered form within the meaning of under Section 149(a17(a) of the Code.
(g) In connection with any notice or other communication to be provided to the holders Securities Exchange Act of a series of Bonds by the Issuer or by the Trustee with respect to any consent or other action to be taken by the holders, the Issuer or the Trustee1934, as the case may beamended, shall establish a record date for such consent or other action and give notify the Securities Depository Nominee notice of the appointment of such record date not less than fifteen successor securities depository and transfer one or more separate Bonds to such successor securities depository or (15ii) days in advance of such record date to notify the extent possible.
(h) The Series 2013 Bonds shall be issued initially in Securities Depository and the form of one global certificatebeneficial owners, without coupons, in identified by the aggregate principal amount of the Series 2013 Bonds, under the book entry system maintained by The Depository Trust Company, New York, New York ("DTC"), as the initial Securities Depository, of the availability through the Securities Depository of Bonds and transfer one or more separate Bonds to the beneficial owners, identified in writing by the Securities Depository as having Bonds credited to their accounts. In such event, the Bonds shall no longer be restricted to being registered in the Bond Register in the name of the Securities Depository, but may be registered in the name of Cede & Co.the successor securities depository, as or its nominee, or in whatever name or names Bondholders transferring or exchanging Bonds shall designate, in accordance with the initial provisions of this Indenture. Upon the written consent of 100% of the beneficial owners of the Bonds, the Trustee, in accordance with any agreement among the Issuer, the Trustee, and the Securities Depository, shall withdraw the Bonds from the Securities Depository, and authenticate and deliver Bonds fully registered to the assignees of the Securities Depository Nominee or its nominee. If the request for such withdrawal is not the Series 2013 result of any Issuer action or inaction, such withdrawal, authentication and delivery shall be at the cost and expense (including costs of printing, preparing and delivering such Bonds. As long as the Series 2013 Bonds are maintained by DTC under its book entry system, all payments with respect to the principal of and interest on the Series 2013 Bonds and notices to the holders ) of the Series 2013 Bonds shall be made Persons requesting such withdrawal, authentication and given, respectively, to DTC pursuant to a letter of representations with DTCdelivery.
Appears in 2 contracts
Sources: Trust Indenture (Entergy Louisiana, LLC), Trust Indenture (Entergy Louisiana, LLC)
Book-Entry System. (a) Notwithstanding anything to the contrary herein, so long as a series of the Series 2020 Bonds is are being held under a book book-entry systemsystem pursuant to this Section 3.18, transfers of beneficial ownership of the such Bonds of such series will be effected pursuant to rules and procedures established by the Securities Depository.
(b) As . The Series 2020 Bonds shall be initially issued under a book-entry system and shall be held thereunder except as provided in this Section 3.18. The Series 2020 Bonds shall be initially issued in the form of a separate, authenticated, fully registered Series 2020 Bond for each maturity in a principal amount equal to the amount of such maturity, and shall be registered on the Register in the name of the Securities Depository Nominee. So long as a book the book-entry system is in effect for a series of Bondseffect, the Securities Depository Nominee will be recognized as the holder Holder of the Series 2020 Bonds of such series for the purposes of (1i) paying the principal of, redemption premium, if any, or interest on such the Series 2020 Bonds, (2ii) if Bonds of such series are to be redeemed in part, selecting the Series 2020 Bonds or portions of such Bonds thereof to be redeemed, (3iii) giving any notice permitted or required to be given to holders Holders under this IndentureTrust Agreement, (4iv) registering the transfer of such Series 2020 Bonds, and (5v) requesting any consent or other action to be taken by the holders of such BondsHolders, and for all other purposes whatsoever, and neither the Trustee nor the Issuer Corporation shall be affected by any notice to the contrary.
(c) . Neither the Trustee nor the Issuer Corporation shall have any responsibility or obligation to any participantParticipant, any beneficial owner of Series 2020 Bonds or any other person claiming a beneficial ownership interest in any the Series 2020 Bonds which are registered to a Securities Depository Nominee under or through the Securities Depository or any Participant, or any other person which is not shown on the Register as being a Holder of Series 2020 Bonds with respect to (i) the accuracy of any records maintained by the Securities Depository or any Participant, (ii) the payment to the Securities Depository, any Participant or any beneficial owner of Series 2020 Bonds of any amount in respect of the principal of, premium, if any, or interest on the Series 2020 Bonds, (iii) any notice which is permitted or required to be given to Holders under this Trust Agreement, (iv) the selection by the Securities Depository or any Participant or any other person to receive payment in the event of a partial redemption of the Series 2020 Bonds or (v) any other action taken by the Securities Depository and as Holder of the Securities Depository Nominee, as holder of such Series 2020 Bonds.
(d) . The Trustee shall pay all principal of, redemption of and premium, if any, and interest on the Series 2020 Bonds issued under a book entry system, only to the Securities Depository, Depository or the Securities Depository Nominee, as the case may be, for such Bonds, pursuant to a letter of representations or similar agreement with the Securities Depository and all such payments shall be valid and effectual to fully satisfy and discharge the obligations with respect to the principal of, redemption of and premium, if any, and interest on such Bondsthe Series 2020 Bonds to the extent of the sum or sums so paid. The Issuer Securities Depository may determine to discontinue providing its services as such with respect to the Series 2020 Bonds at any time by giving notice to the Corporation and the Trustee acknowledge that the terms and provisions of such letter of representations or similar agreement shall govern in the event of any inconsistency between the provisions of this Indenture and such letter of representations or similar agreement.
(e) In the event that the Issuer determines, at the direction of the Company, to discontinue the book entry system of transfer for a series of Bonds, or that the interests of the beneficial owners of the Bonds of such series may be adversely affected if the book entry system is continued, then the Issuer shall notify the Securities Depository and the Trustee of such determinationdischarging its responsibilities with respect thereto under applicable laws. In such event, the Issuer Corporation shall either (i) engage the services of another Securities Depository or (ii) deliver physical Series 2020 Bonds in the manner described below. In the event the book-entry system is discontinued or terminated with respect to the Series 2020 Bonds, and no other Securities Depository is named, then the Corporation shall notify the Trustee of such event and the Securities Depository shall immediately notify the Participants of the availability, through the Securities Depository, of physical Series 2020 Bonds. In such event, the Corporation shall execute and the Trustee shall authenticate, register and deliver physical certificates Series 2020 Bonds as requested by the Securities Depository or any Participant or beneficial owner of Series 2020 Bonds in appropriate authorized denominations for Bonds of such series in exchange for the Series 2020 Bonds registered in the name of the Securities Depository Nominee. Notwithstanding any other provision of this Trust Agreement to the contrary, at so long as the expense Series 2020 Bonds are registered in the name of Cede & Co., as Securities Depository Nominee, all payments with respect to the principal of, premium, if any, and interest on the Series 2020 Bonds and all notices with respect to the Series 2020 Bonds shall be made and given, respectively, to The Depository Trust Company, to such PersonsNew York, and in such maturities and principal amountsNew York, as may be designated by the Securities Depository, but without any liability on the part of the Issuer, the Company or the Trustee for the accuracy of such designation; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(f) In the event that the Securities Depository for a series of Bonds discontinues providing its services, the Issuer, at the direction of the Company, shall either engage the services of another Securities Depository or deliver physical certificates provided in the manner described in clause (e) above; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(g) representation letter. In connection with any notice or other communication to be provided to the holders of a series of Bonds Holders by the Issuer Corporation or by the Trustee with respect to any consent or other action to be taken by the holdersHolders, the Issuer Corporation or the Trustee, as the case may be, shall establish a record date for such consent or other action and give the Securities Depository Nominee notice of such record date not less than fifteen (15) 15 days in advance of such record date to the extent possible.
(h) The Series 2013 Bonds shall be issued initially in the form of one global certificate, without coupons, in the aggregate principal amount of the Series 2013 Bonds, under the book entry system maintained by The Depository Trust Company, New York, New York ("DTC"), as the initial Securities Depository, and shall be registered in the name of Cede & Co., as the initial Securities Depository Nominee for the Series 2013 Bonds. As long as the Series 2013 Bonds are maintained by DTC under its book entry system, all payments with respect to the principal of and interest on the Series 2013 Bonds and notices to the holders of the Series 2013 Bonds shall be made and given, respectively, to DTC pursuant to a letter of representations with DTC.
Appears in 2 contracts
Sources: Trust Agreement, Trust Agreement
Book-Entry System. (a1) Notwithstanding anything to Except as provided in subparagraph 3 of this Section 206, the contrary herein, so long as a series registered owner of Bonds is being held under a book entry system, transfers of beneficial ownership all of the Bonds shall be and the Bonds shall be registered in the name of such series will Cede & Co. (“Cede”), as nominee of The Depository Trust Company (“DTC”). Payment of semi-annual interest for any Bonds shall be effected pursuant made in Federal or equivalent same day funds to rules and procedures established the account of Cede on the interest payment date for the Bonds at the address indicated for Cede in the registry books of the Agency kept by the Securities DepositoryTrustee.
(b2) As long The Bonds shall be initially issued in the form of a separate single fully registered bond in the amount of each separate stated maturity of the Bonds. Upon initial issuance, the ownership of such Bond shall be registered in the registry books of the Agency kept by the Trustee in the name of Cede, as nominee of DTC. With respect to Bonds registered in the registry books kept by the Trustee in the name of Cede, as nominee of DTC, the Agency and The Trustee shall have no responsibility or obligation to any participant of DTC (a book entry system is “Participant”) or to any person for whom a Participant acquires an interest in effect for Bonds (a series “Beneficial Owner”). Without limiting the immediately preceding sentence, the Agency and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede or any Participant with respect to any ownership interest in the Bonds, (ii) the Securities Depository Nominee will be recognized as delivery to any Participant, any Beneficial Owner or any other person, other than DTC, of any notice with respect to the holder Bonds, including any notice of redemption, or (iii) the Bonds payment to any Participant, any Beneficial Owner or any other person, other than DTC, of such series for the purposes of (1) paying any amount with respect to the principal of, redemption or premium, if any, or interest on such the Bonds, (2) if Bonds of such series are . The Agency and the Trustee may treat as and deem DTC to be redeemed in part, selecting the portions absolute owner of such Bonds to be redeemed, (3) giving any notice permitted or required to be given to holders under this Indenture, (4) registering each Bond for the transfer purpose of such Bonds, and (5) requesting any consent or other action to be taken by the holders payment of such Bonds, and for all other purposes whatsoever, and neither the Trustee nor the Issuer shall be affected by any notice to the contrary.
(c) Neither the Trustee nor the Issuer shall have any responsibility or obligation to any participant, any beneficial owner or any other person claiming a beneficial ownership in any Bonds which are registered to a Securities Depository Nominee under or through the Securities Depository with respect to any action taken by the Securities Depository and the Securities Depository Nominee, as holder of such Bonds.
(d) The Trustee shall pay all principal of, redemption premium, if any, and interest on Bonds issued under a book entry system, only to the Securities Depository, or the Securities Depository Nominee, as the case may be, for such Bonds, pursuant to a letter of representations or similar agreement with the Securities Depository and all such payments shall be valid and effectual to fully satisfy and discharge the obligations with respect to the principal of, redemption of and premium, if any, and interest on such Bonds, for the purpose of giving notices of redemption and other matters with respect to such Bonds, for the purpose of registering transfers with respect to such Bonds, and for all other purposes whatsoever. The Issuer Trustee shall pay all principal of and premium, if any, and interest on the Bonds only to or upon the order of DTC, and all such payments shall be valid and effective to fully satisfy and discharge the Agency’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. Pursuant to Section 307 of the General Resolution, payments of principal may be made without requiring the surrender of the Bonds, and the Agency and the Trustee acknowledge that shall not be liable for the terms and provisions failure of DTC or any successor thereto to properly indicate on the Bonds the payment of such letter principal. No person other than DTC shall receive a Bond evidencing the obligation of representations or similar agreement the Agency to make payments of principal of and premium, if any, and interest on the Bonds pursuant to this resolution. 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, and subject to the transfer provisions hereof, the word “Cede” in this resolution shall govern in the event refer to such new nominee of any inconsistency between the provisions of this Indenture and such letter of representations or similar agreementDTC.
(ea) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Agency and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is not a successor securities depository), Bond certificates will be delivered as described in the General Resolution.
(b) The Agency, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds if the Agency determines that:
(i) DTC is unable to discharge its responsibilities with respect to the Bonds; or (ii) a continuation of the requirement that all of the Outstanding Bonds be registered in the registration books kept by the Trustee in the name of Cede, as nominee of DTC, is not in the best interest of the Beneficial Owners of the Bonds. In the event that no substitute securities depository is found by the Issuer determinesAgency or restricted registration is no longer in effect, at Bond certificates will be delivered as described in the direction General Resolution.
(c) Upon the termination of the Company, services of DTC with respect to discontinue the book entry system of transfer for a series of BondsBonds pursuant to subsection 206(3)(b)(ii) hereof, or that upon the interests discontinuance or termination of the beneficial owners services of DTC with respect to the Bonds pursuant to subsection 206(3)(a) or subsection 206(3)(b)(i) hereof after which no substitute securities depository willing to undertake the functions of DTC hereunder can be found which, in the opinion of the Agency, is willing and able to undertake such functions upon reasonable and customary terms, the Bonds shall no longer be restricted to being registered in the registration books kept by the Trustee in the name of such series Cede as nominee of DTC, but may be adversely affected if registered in whatever name or names Bondholders transferring or exchanging Bonds shall designate in accordance with the book entry system provisions of the General Resolution.
(4) Notwithstanding any other provision of this resolution to the contrary, so long as any Bond is continued, then the Issuer shall notify the Securities Depository and the Trustee of such determination. In such event, the Issuer shall execute and the Trustee shall authenticate, register and deliver physical certificates in authorized denominations for Bonds of such series in exchange for the Bonds registered in the name of Cede, as nominee of DTC, all payments with respect to the Securities Depository Nomineeprincipal of and premium, at if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, to DTC as provided in the expense Representation Letter of the CompanyAgency addressed to DTC, to such Persons, dated the date of delivery and in such maturities and principal amounts, as may be designated by the Securities Depository, but without any liability on the part issuance of the Issuer, the Company or the Trustee for the accuracy of such designation; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the CodeBonds.
(f) In the event that the Securities Depository for a series of Bonds discontinues providing its services, the Issuer, at the direction of the Company, shall either engage the services of another Securities Depository or deliver physical certificates in the manner described in clause (e) above; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(g5) In connection with any notice or other communication to be provided to the holders of a series of Bonds Bondholders pursuant to this resolution by the Issuer Agency or by the Trustee with respect to any consent or other action to be taken by the holdersBondholders, the Issuer Agency or the Trustee, as the case may be, shall establish a record date (“Record Date”) for such consent or other action and give the Securities Depository Nominee DTC notice of such record date Record Date not less than fifteen (15) 15 calendar days in advance of such record date Record Date to the extent possible.
(h) The Series 2013 Bonds shall be issued initially in the form of one global certificate, without coupons, in the aggregate principal amount of the Series 2013 Bonds, under the book entry system maintained by The Depository Trust Company, New York, New York ("DTC"), as the initial Securities Depository, and shall be registered in the name of Cede & Co., as the initial Securities Depository Nominee for the Series 2013 Bonds. As long as the Series 2013 Bonds are maintained by DTC under its book entry system, all payments with respect to the principal of and interest on the Series 2013 Bonds and notices to the holders of the Series 2013 Bonds shall be made and given, respectively, to DTC pursuant to a letter of representations with DTC.
Appears in 2 contracts
Sources: Special Program Agreement, Special Program Agreement
Book-Entry System. (a) Notwithstanding anything to DTC will act as Securities Depository for the contrary herein, so Bonds. The Bonds shall be initially issued in the form of a single fully registered Bond registered in the name of Cede & Co. (DTC’s partnership nominee). So long as a series Cede & Co. is the Registered Owner of Bonds is being held under a book entry systemthe Bonds, transfers as nominee of beneficial ownership DTC, references herein to Registered Owners, Bondholders or holders or Owners of the Bonds shall mean Cede & Co. and shall not mean the beneficial owners of such series will be effected pursuant to rules and procedures established by the Securities DepositoryBonds.
(b) As long as a book entry system is in effect for a series The ownership interest of Bonds, each of the Securities Depository Nominee will be recognized as the holder Beneficial Owners of the Bonds will be recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners of the Bonds.
(c) With respect to Bonds registered in the name of Cede & Co., as DTC’s nominee, the Issuer and the Trustee shall have no responsibility or obligation to any DTC Participant or to any person on behalf of whom such series for a DTC Participant holds an interest in the purposes Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Issuer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (1ii) paying the delivery to any DTC Participant or any other person, other than a Bondholder, as shown on the registration books, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than a Registered Owner, as shown in the registration books of any amount with respect to principal of, redemption premium, if any, or interest on such on, the Bonds.
(d) Notwithstanding any other provisions of this Indenture to the contrary, (2) if Bonds the Issuer and the Trustee shall be entitled to treat and consider the person in whose name each Bond is registered in the registration books as the absolute owner of such series are to be redeemed in partBond for the purpose of payment of principal, selecting the portions of such Bonds to be redeemedpremium, (3) giving any notice permitted or required to be given to holders under this Indenture, (4) registering the transfer of such Bondsif any, and (5) requesting any consent or interest with respect to such Bond, for the purpose of giving notices of redemption and other action matters with respect to be taken by such Bond, for the holders purpose of registering transfers with respect to such BondsBond, and for all other purposes whatsoever, and neither the Trustee nor the Issuer shall be affected by any notice to the contrary.
(c) Neither the Trustee nor the Issuer shall have any responsibility or obligation to any participant, any beneficial owner or any other person claiming a beneficial ownership in any Bonds which are registered to a Securities Depository Nominee under or through the Securities Depository with respect to any action taken by the Securities Depository and the Securities Depository Nominee, as holder of such Bonds.
(d) . The Trustee shall pay all principal of, redemption premium, if any, and interest on the Bonds issued under a book entry system, only to or upon the Securities Depositoryorder of the respective owners, as shown in the registration books as provided in this Indenture, or the Securities Depository Nomineetheir respective attorneys duly authorized in writing, as the case may be, for such Bonds, pursuant to a letter of representations or similar agreement with the Securities Depository and all such payments shall be valid and effectual effective to fully satisfy and discharge the Issuer’s obligations with respect to the payment of principal of, redemption premium, if any, and interest on such Bonds. The Issuer and on, the Trustee acknowledge that Bonds to the terms and provisions extent of such letter of representations the sum or similar agreement shall govern in the event of any inconsistency between the provisions of this Indenture and such letter of representations or similar agreementsums so paid.
(e) In No person other than a Registered Owner, as shown in the event that registration books, shall receive a Bond certificate evidencing the obligation of the Issuer determinesto make payments of principal, premium, if any, and interest, pursuant to this Indenture.
(f) Any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of DTC or a DTC Participant, if applicable, of the transfer of the Beneficial Owner’s interest in such Bond.
(g) So long as the book-entry system is in effect, the Trustee and the Issuer shall comply with the terms of the Letter of Representations, a copy of which is attached hereto as Exhibit B and made a part hereof, or an alternate Letter of Representations as required by DTC.
(h) DTC may determine to discontinue providing its service with respect to the Bonds at any time by giving reasonable written notice and all relevant information on the Beneficial Owners of the Bonds to the Issuer or the Trustee and discharging its responsibilities with respect thereto under applicable law. If there is no successor Securities Depository appointed by the Issuer, the Trustee shall authenticate and deliver Bonds to the Beneficial Owners thereof in accordance with the information respecting the Beneficial Owners provided to the Trustee by DTC, but without any liability on the part of the Issuer or the Trustee for the accuracy of such information. The Issuer, at the direction of the Company, may determine not to discontinue continue participation in the system of book entry system of transfer for transfers through DTC (or a series of Bonds, successor Securities Depository) at any time by giving reasonable written notice to DTC (or that the interests of the beneficial owners of the Bonds of such series may be adversely affected if the book entry system is continued, then the Issuer shall notify the a successor Securities Depository Depository) and the Trustee of such determinationTrustee. In such event, the Issuer shall execute and deliver to the Trustee, and the Trustee shall authenticate, register authenticate and deliver physical certificates in authorized denominations for Bonds of such series in exchange for the Bonds registered to the Beneficial Owners thereof in accordance with the name of information respecting the Securities Depository Nominee, at Beneficial Owners provided to the expense of the Company, to such Persons, and in such maturities and principal amounts, as may be designated Trustee by the Securities DepositoryDTC, but without any liability on the part of the Issuer, the Company Issuer or the Trustee for the accuracy of such designation; providedinformation. The Chairman, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) Executive Director or Deputy Secretary of the Code.
(f) In the event that the Securities Depository for a series Issuer is hereby authorized to execute any additional Letter of Bonds discontinues providing its services, the Issuer, at the direction of the Company, shall either engage the services of another Securities Depository Representations or deliver physical certificates in the manner described in clause (e) above; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(g) In connection with any notice similar document necessary from time to time to continue or other communication to be provided to the holders of a series of Bonds by the Issuer or by the Trustee with respect to any consent or other action to be taken by the holders, the Issuer or the Trustee, as the case may be, shall establish a record date for such consent or other action and give the Securities Depository Nominee notice of such record date not less than fifteen (15) days in advance of such record date to the extent possible.
(h) The Series 2013 Bonds shall be issued initially in the form of one global certificate, without coupons, in the aggregate principal amount of the Series 2013 Bonds, under the book entry system maintained by The Depository Trust Company, New York, New York ("DTC"), as the initial Securities Depository, and shall be registered in the name of Cede & Co., as the initial Securities Depository Nominee provide for the Series 2013 Bonds. As long as the Series 2013 Bonds are maintained by DTC under its book book-entry system, all payments with respect to the principal of and interest on the Series 2013 Bonds and notices to the holders of the Series 2013 Bonds shall be made and given, respectively, to DTC pursuant to a letter of representations with DTC.
Appears in 2 contracts
Sources: Trust Indenture (York Water Co), Trust Indenture (York Water Co)
Book-Entry System. (a) Except as provided in subsection (c) of this Section, 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. Notwithstanding anything to the contrary hereincontained in this Paying Agent Agreement, so long payment of interest with respect to any Bond registered as a series of Bonds is being held under a book entry system, transfers each Record Date in the name of beneficial ownership Cede & Co. shall be made by wire transfer of same-day funds to the account of Cede & Co. on the payment date for the Bonds of such series will be effected pursuant to rules and procedures established by at the Securities Depositoryaddress indicated on the Record Date for Cede & Co. in the Registration Books or as otherwise provided in the Representation Letter.
(b) As long as a book entry system is The Bonds shall be initially issued in effect for a series the form of separate single fully registered Bonds in the amount of each separate stated maturity of Bonds; provided, however, that if different CUSIP numbers are assigned to a Bond of a subseries or type of Bond within a subseries maturing in a single year or, if Bonds of a subseries or type of Bond maturing in a single year are issued with different interest rates, additional Bond certificates shall be prepared for each such maturity. Upon initial issuance, the Securities Depository Nominee will ownership of such Bonds shall be recognized registered in the Registration Books in the name of Cede & Co., as nominee of DTC. The Paying Agent and the District may treat DTC (or its nominee) as the holder sole and exclusive Owner of the Bonds of such series registered in its name for the purposes of (1) paying payment of the principal of, redemption premium, if any, or and interest on such the Bonds, (2) if Bonds of such series are to be redeemed in part, selecting the Bonds or portions of such Bonds thereof to be redeemed, (3) giving any notice permitted or required to be given to holders Owners of Bonds under this IndenturePaying Agent Agreement, (4) registering the transfer of such Bonds, and (5) requesting obtaining any consent or other action to be taken by the holders Owners of such Bonds, Bonds and for all other purposes whatsoever, and neither the Trustee nor Paying Agent and the Issuer District shall not be affected by any notice to the contrary.
(c) Neither . The Paying Agent and the Trustee nor the Issuer District shall not have any responsibility or obligation to any participantParticipant, any beneficial owner or any other person claiming a beneficial ownership interest in any the Bonds which are registered to a Securities Depository Nominee under or through DTC or any Participant, or any other person which is not shown on the Securities Depository Registration Books as being an Owner, with respect to the accuracy of any action taken records maintained by DTC or any Participant; the Securities Depository and payment by DTC or any Participant of any amount in respect of the Securities Depository Nominee, as holder of such Bonds.
(d) The Trustee shall pay all principal of, redemption premium, if any, and interest on the Bonds; any notice which is permitted or required to be given to Owners of Bonds issued under this Paying Agent Agreement; the selection by DTC or any Participant of any person to receive payment in the event of a book entry systempartial redemption of the Bonds; or any consent given or other action taken by DTC as Owner of Bonds. The Paying Agent shall pay all principal of, premium, if any, and interest on the Bonds, only to the Securities DepositoryDTC, or the Securities Depository Nominee, as the case may be, for such Bonds, pursuant to a letter of representations or similar agreement with the Securities Depository and all such payments shall be valid and effectual effective to fully satisfy and discharge the County and the District’s obligations with respect to the principal of, redemption premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. Except under the conditions of (c) of this Section, no person other than DTC shall receive an executed Bond for each separate stated maturity of Bonds or, as provided herein, portion thereof. Upon delivery by DTC to the Paying Agent 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 Paying Agent Agreement shall refer to such new nominee of DTC.
(c) In the event (i) DTC, including any successor as securities depository for the Bonds, determines not to continue to act as securities depository for the Bonds; or (ii) the District determines that the incumbent securities depository shall no longer so act, and delivers a written certificate to the Paying Agent to that effect, then the District will discontinue the book-entry system with the incumbent securities depository for the Bonds. If the District determines to replace the incumbent securities depository for the Bonds with another qualified securities depository, the District shall prepare or direct the preparation of a new single, separate fully registered Bond for the aggregate Outstanding principal amount of Bonds of each maturity and series of Bonds or, as provided herein, portion thereof, registered in the name of such successor or substitute qualified securities depository, or its nominee, or make such other arrangement acceptable to the District and the Paying Agent and the successor securities depository for the Bonds as are not inconsistent with the terms of this Paying Agent Agreement. If the District fails to identify another qualified successor securities depository of the Bonds to replace the incumbent securities depository, then the Bonds 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 the Bonds, or its nominee, shall designate. In such event the Paying Agent shall authenticate and deliver a sufficient quantity of Bonds as to carry out the transfers and exchanges provided in Sections 68.05, 68.06 and 68.07 hereof. All such Bonds shall be in fully registered form in Authorized Denominations.
(d) Notwithstanding any other provision of this Paying Agent Agreement to the contrary, so long as any Bond is registered in the name of DTC, or its nominee, all payments with respect to the principal of, premium, if any, and interest on such Bonds. The Issuer Bond and the Trustee acknowledge that the terms all notices with respect to such Bond shall be made and provisions of such letter of representations or similar agreement shall govern given, respectively, as provided in the event of any inconsistency between the provisions of this Indenture and such letter of representations or similar agreementRepresentation Letter.
(e) In the event that the Issuer determines, at the direction of the Company, to discontinue the book entry system of transfer for a series of Bonds, or that the interests of the beneficial owners of the Bonds of such series may be adversely affected if the book entry system is continued, then the Issuer shall notify the Securities Depository and the Trustee of such determination. In such event, the Issuer shall execute and the Trustee shall authenticate, register and deliver physical certificates in authorized denominations for Bonds of such series in exchange for the Bonds registered in the name of the Securities Depository Nominee, at the expense of the Company, to such Persons, and in such maturities and principal amounts, as may be designated by the Securities Depository, but without any liability on the part of the Issuer, the Company or the Trustee for the accuracy of such designation; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(f) In the event that the Securities Depository for a series of Bonds discontinues providing its services, the Issuer, at the direction of the Company, shall either engage the services of another Securities Depository or deliver physical certificates in the manner described in clause (e) above; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(g) In connection with any notice or other communication to be provided to the holders Owners of a series of Book-Entry Bonds pursuant to this Paying Agent Agreement by the Issuer District or by the Trustee Paying Agent with respect to any consent or other action to be taken by the holdersOwners, the Issuer District or the TrusteePaying Agent, as the case may be, shall establish a record date for such consent or other action and give the Securities Depository Nominee DTC notice of such record date not less than fifteen (15) 15 calendar days in advance of such record date to the extent possible.
(h) The Series 2013 Bonds shall be issued initially in the form of one global certificate, without coupons, in the aggregate principal amount of the Series 2013 Bonds, under the book entry system maintained by The Depository Trust Company, New York, New York ("DTC"), as the initial Securities Depository, and shall be registered in the name of Cede & Co., as the initial Securities Depository Nominee for the Series 2013 Bonds. As long as the Series 2013 Bonds are maintained by DTC under its book entry system, all payments with respect to the principal of and interest on the Series 2013 Bonds and notices to the holders of the Series 2013 Bonds shall be made and given, respectively, to DTC pursuant to a letter of representations with DTC.
Appears in 2 contracts
Sources: Paying Agent Agreement, Paying Agent Agreement
Book-Entry System. (a) Notwithstanding anything Anything in this Indenture to the contrary hereinnotwithstanding, so long any Bond may be authorized and issued as a series of Bonds is being held under a book entry system, transfers of beneficial ownership of the Bonds of such series will be effected pursuant to rules and procedures established by the Securities DepositoryBook-Entry Bond.
(b) As long as For all purposes of this Indenture, the Owner of a book entry system is in effect for a series of Bonds, Book-Entry Bond shall be the Securities Depository Nominee will be recognized as the holder of the Bonds of such series for the purposes of (1) paying the principal of, redemption premium, if any, or interest on such Bonds, (2) if Bonds of such series are to be redeemed in part, selecting the portions of such Bonds to be redeemed, (3) giving any notice permitted or required to be given to holders under this Indenture, (4) registering the transfer of such Bonds, and (5) requesting any consent or other action to be taken by the holders of such Bonds, and for all other purposes whatsoever, therefor and neither the Trustee Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Issuer Registrar shall be affected by have any notice responsibility or obligation to the contrary.
(c) Neither beneficial owner of such Bond or to any direct or indirect participant in such Securities Depository, except as expressly provided in this Indenture. Without limiting the Trustee generality of the foregoing, neither the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent nor the Issuer Registrar shall have any responsibility or obligation to any participant, any such participant or to the beneficial owner or any other person claiming of a beneficial ownership in any Bonds which are registered Book-Entry Bond with respect to a Securities Depository Nominee under or through (i) the accuracy of the records of the Securities Depository or any participant with respect to any action taken by beneficial ownership interest in such Bond, (ii) the Securities Depository and the Securities Depository Nominee, as holder delivery to any participant of such Bonds.
(d) The Trustee shall pay all principal of, redemption premium, if any, and interest on Bonds issued under a book entry system, only to the Securities Depository, the beneficial owner of such Bond or any other person, other than the Securities Depository, of any notice with respect to such Bond, including any notice of the redemption or purchase thereof, or (iii) the payment to any participant of the Securities Depository, the beneficial owner of such Bond or any other person, other than the Securities Depository, of any amount with respect to the principal, redemption price, if applicable, or purchase price of, or interest on, such Bond. The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent and the Registrar may treat the Securities Depository Nomineetherefor as, as the case may and deem such Securities Depository to be, the absolute owner of a Book-Entry Bond for all purposes whatsoever, including, but not limited to, (1) payment of the principal, redemption price, if applicable, or purchase price of, and interest on, such BondsBond, (2) giving notices of redemption or purchase and of other matters with respect to such Bond, (3) registering transfers with respect to such Bond as permitted hereby and (4) except as expressly provided in this Indenture, giving to the Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent, the Auction Agent or the Registrar any notice, consent, request or demand pursuant to the Indenture for any purpose whatsoever. The Trustee, acting as Paying Agent, shall pay the principal or redemption price, if applicable, of, and interest on, a letter Book-Entry Bond, and the Trustee, acting as Tender Agent, shall pay the purchase price of representations a Book-Entry Bond, only to or similar agreement with upon the order of the Securities Depository therefor, and all such payments shall be valid and effectual effective to satisfy fully satisfy and discharge the Issuer’s obligations with respect to such principal or redemption price or purchase price, and interest, to the principal ofextent of the sum or sums so paid. Except as otherwise provided in subsection (d) of this Section 2.13, no person other than the Securities Depository shall receive a Bond or other instrument evidencing the Issuer’s obligation to make payments of the principal, redemption premium, if anyprice or purchase price thereof, and interest on such Bonds. The Issuer and the Trustee acknowledge that the terms and provisions of such letter of representations or similar agreement shall govern in the event of any inconsistency between the provisions of this Indenture and such letter of representations or similar agreementthereon.
(ec) In The Issuer, by notice to the event that Trustee, the Issuer determinesPaying Agent, the Tender Agent, the Registrar, the Remarketing Agent, the Auction Agent and a Securities Depository, may, with the prior written consent of the Borrower, and shall, at the written direction of an Authorized Borrower Representative, terminate the Company, services of such Securities Depository with respect to discontinue the book entry system Book-Entry Bonds for which such Securities Depository serves as securities depository if the Issuer determines that (i) the Securities Depository is unable to discharge its responsibilities with respect to such Bond or (ii) a continuation of transfer for a series the requirement that all of Bonds, or that the Bonds issued as Book-Entry Bonds be registered in the registration books of the Issuer kept by the Trustee in the name of the Securities Depository is not in the best interests of the beneficial owners of such Bonds or of the Bonds Issuer.
(d) Upon the termination of the services of a Securities Depository with respect to a Book-Entry Bond pursuant to clause (ii) of subsection (c) of this Section 2.13, such series may Bond no longer shall be adversely affected if restricted to being registered in the book entry system is continuedregistration books kept by the Registrar in the name of a Securities Depository. Upon the termination of the services of a Securities Depository with respect to a Book-Entry Bond pursuant to clause (i) of subsection (c) of this Section 2.13, then the Issuer shall notify may, with the prior written consent of the Borrower, and shall, at the written direction of an Authorized Borrower Representative, within ninety (90) days thereafter appoint a substitute securities depository which, in the opinion of the Issuer, is willing and able to undertake the functions of Securities Depository under this Indenture upon reasonable and customary terms. If no such successor can be found within such period, such Book-Entry Bond shall no longer be restricted to being registered in the registration books of the Issuer kept by the Trustee in the name of such determinationa Securities Depository. In such eventthe event that a Book-Entry Bond shall no longer be restricted to being registered in the registration books of the Issuer kept by the Trustee in the name of a Securities Depository, (i) the Issuer shall execute and the Trustee shall authenticateauthenticate and deliver, register upon presentation and deliver physical surrender of the Book-Entry Bond, Bond certificates as requested by the Securities Depository so terminated of like principal amount, maturity and interest rate, in authorized denominations for Bonds Authorized Denominations, to the identifiable beneficial owners in replacement of such series beneficial owners’ beneficial ownership interests in exchange such Book-Entry Bond and (ii) the Trustee shall notify the Remarketing Agent, the Auction Agent and the Borrower that the Bonds are no longer restricted to being registered in the registration books of the Issuer kept by the Trustee in the name of a Securities Depository; provided, however that such registration shall not be terminated by the Issuer or the Borrower without an opinion of Bond Counsel confirming that such termination of registration will not adversely affect the Tax-Exempt status of any Bonds.
(e) Anything in this Indenture to the contrary notwithstanding, payment of the redemption price of a Book-Entry Bond, or portion thereof, called for redemption prior to maturity may be paid to the Securities Depository by wire transfer of immediately available funds. Anything in the Indenture to the contrary notwithstanding, such redemption price may be paid without presentation and surrender to the Trustee, as Paying Agent, of the Book-Entry Bond, or portion thereof, called for redemption; provided, however, that payment of (a) the principal payable at maturity of a Book-Entry Bond and (b) the redemption price of a Book-Entry Bond as to which the entire principal amount thereof has been called for redemption shall be payable only upon presentation and surrender of such Book-Entry Bond to the Trustee, as Paying Agent; and provided, further, that no such redemption price shall be so payable without presentation and surrender unless such Book-Entry Bond shall contain or have endorsed thereon a legend substantially to the effect set forth in Exhibit A hereto (or such other legend(s) of similar content as may be determined to be necessary or desirable by the Issuer or the Securities Depository). Anything in this Indenture to the contrary notwithstanding, upon any such payment to the Securities Depository without presentation and surrender, for all purposes of (i) the Book-Entry Bond as to which such payment has been made and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so paid. In such event, the Trustee shall notify forthwith the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made, and the principal amount of such Bond so paid, and the Trustee shall note such payment on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection.
(f) For all purposes of this Indenture authorizing or permitting the purchase of Bonds, or portions thereof, by, or for the account of, the Issuer for cancellation, and anything in the Indenture to the contrary notwithstanding, a portion of a Book-Entry Bond may be deemed to have been purchased and cancelled without surrender thereof upon delivery to the Trustee of a certificate executed by the Issuer and a participant of the Securities Depository therefor to the effect that a beneficial ownership interest in such Bond, in the principal amount stated therein, has been purchased by, or for the account of, the Issuer through the participant of the Securities Depository executing such certificate; provided, however, that any purchase for cancellation of the entire principal amount of a Book-Entry Bond shall be effective for purposes of the Indenture only upon surrender of such Book-Entry Bond to the Paying Agent; and provided, further, that no portion of a Book-Entry Bond may be deemed to have been so purchased and cancelled without surrender thereof unless such Book-Entry Bond shall contain or have endorsed thereon the legend referred to in subsection (e) of this Section 2.13. Anything in the Indenture to the contrary notwithstanding, upon delivery of any such certificate to the Trustee, for all purposes of (i) the Book-Entry Bond to which such certificate relates and (ii) this Indenture, the unpaid principal amount of such Book-Entry Bond Outstanding shall be reduced automatically by the principal amount so purchased. In such event, the Trustee shall immediately notify the Remarketing Agent or the Auction Agent as to the particular Book-Entry Bond as to which such payment has been made and the amount thereof and shall note such reduction in principal amount of such Book-Entry Bond Outstanding on the registration books of the Issuer kept by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in this subsection.
(g) Anything in this Indenture to the contrary notwithstanding, a Securities Depository may make a notation on a Book-Entry Bond (i) redeemed in part or (ii) purchased by, or for the account of, the Issuer in part for cancellation, to reflect, for informational purposes only, the date of such redemption or purchase and the principal amount thereof redeemed or deemed cancelled, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such Book-Entry Bond Outstanding as provided in subsection (e) or (f) of this Section 2.13, as the case may be.
(h) Anything in this Indenture to the contrary notwithstanding, in the case of a Book-Entry Bond, the Issuer shall be authorized to redeem or purchase (by or for the account of the Issuer) less than all of the entire Outstanding principal amount thereof, and in the event of such partial defeasance, redemption, purchase or refunding, the provisions of the Indenture relating to the defeasance, redemption, purchase or refunding of a Bond or Bonds shall be deemed to refer to the defeasance, redemption, purchase or refunding of a portion of a Bond.
(i) The Issuer, the Trustee, the Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent may enter into an agreement with a Securities Depository for the Bonds registered providing for procedures for the registration, payment, tender and delivery of notices relating to the Bonds, provided that the terms of such agreement shall not be inconsistent with the terms of this Indenture. Any such agreement may provide that (i) such Securities Depository is not required to present a Bond to the Trustee in order to receive a partial payment of principal; (ii) a Bond need not be delivered to the Trustee in order for a tender of such Bond pursuant to Article IV of this Indenture to be effective or in order for the purchase price of such tendered Bond to be paid and that notice of tender of a Bond for purchase pursuant to Article IV hereof may be given to the Trustee by a beneficial owner of a Bond or a direct participant of the Securities Depository; (iii) a legend with respect to the registration of the Bond in the name of the Securities Depository Nominee, at shall appear on each Bond so long as the expense of the Company, Bonds are subject to such Persons, agreement; and in (iv) different provisions for notices to such maturities and principal amounts, as Securities Depository may be designated by the Securities Depository, but without any liability set forth therein; and such provisions shall be binding on the part of the Issuer, the Company or Trustee, the Trustee Paying Agent, the Tender Agent, the Remarketing Agent and the Auction Agent for the accuracy of so long as such designation; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(f) In the event that Securities Depository is the Securities Depository for a series of Book-Entry Bonds discontinues providing its services, the Issuer, at the direction of the Company, shall either engage the services of another Securities Depository or deliver physical certificates in the manner described in clause (e) above; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Codehereunder.
(g) In connection with any notice or other communication to be provided to the holders of a series of Bonds by the Issuer or by the Trustee with respect to any consent or other action to be taken by the holders, the Issuer or the Trustee, as the case may be, shall establish a record date for such consent or other action and give the Securities Depository Nominee notice of such record date not less than fifteen (15) days in advance of such record date to the extent possible.
(h) The Series 2013 Bonds shall be issued initially in the form of one global certificate, without coupons, in the aggregate principal amount of the Series 2013 Bonds, under the book entry system maintained by The Depository Trust Company, New York, New York ("DTC"), as the initial Securities Depository, and shall be registered in the name of Cede & Co., as the initial Securities Depository Nominee for the Series 2013 Bonds. As long as the Series 2013 Bonds are maintained by DTC under its book entry system, all payments with respect to the principal of and interest on the Series 2013 Bonds and notices to the holders of the Series 2013 Bonds shall be made and given, respectively, to DTC pursuant to a letter of representations with DTC.
Appears in 2 contracts
Sources: Indenture of Trust (Southwest Gas Corp), Indenture of Trust (Southwest Gas Corp)
Book-Entry System. (a) Notwithstanding anything to the contrary herein, so long as a any series of Bonds is the Series 2020 Notes are being held under a book book-entry systemsystem pursuant to this Section 3.18, transfers of beneficial ownership of the Bonds of such series Notes will be effected pursuant to rules and procedures established by the Securities Depository.
(b) As . The Series 2020 Notes shall be initially issued under a book- entry system and shall be held thereunder except as provided in this Section 3.18. The Series 2020 Notes shall be initially issued in the form of a separate, authenticated, fully registered Series 2020 Note for each maturity in a principal amount equal to the amount of such maturity, and shall be registered on the Register in the name of the Securities Depository Nominee. So long as a book the book-entry system is in effect for a series of Bondseffect, the Securities Depository Nominee will be recognized as the holder Holder of the Bonds of such series Series 2020 Notes for the purposes of (1i) paying the principal of, redemption premium, if any, or interest on such Bondsthe Series 2020 Notes, (2ii) if Bonds of such series are to be redeemed in part, selecting the Series 2020 Notes or portions of such Bonds thereof to be redeemed, (3iii) giving any notice permitted or required to be given to holders Holders under this IndentureTrust Agreement, (4iv) registering the transfer of such BondsSeries 2020 Notes, and (5v) requesting any consent or other action to be taken by the holders of such BondsHolders, and for all other purposes whatsoever, and neither the Trustee nor the Issuer Corporation shall be affected by any notice to the contrary.
(c) . Neither the Trustee nor the Issuer Corporation shall have any responsibility or obligation to any participantParticipant, any beneficial owner of Series 2020 Notes or any other person claiming a beneficial ownership interest in any Bonds which are registered to a Securities Depository Nominee the Series 2020 Notes under or through the Securities Depository or any Participant, or any other person which is not shown on the Register as being a Holder of Series 2020 Notes with respect to (i) the accuracy of any records maintained by the Securities Depository or any Participant, (ii) the payment to the Securities Depository, any Participant or any beneficial owner of Series 2020 Notes of any amount in respect of the principal of, premium, if any, or interest on the Series 2020 Notes, (iii) any notice which is permitted or required to be given to Holders under this Trust Agreement, (iv) the selection by the Securities Depository or any Participant or any other person to receive payment in the event of a partial redemption of the Series 2020 Notes or (v) any other action taken by the Securities Depository and as Holder of the Securities Depository Nominee, as holder of such Bonds.
(d) Series 2020 Notes. The Trustee shall pay all principal of, redemption of and premium, if any, and interest on Bonds issued under a book entry system, the Series 2020 Notes only to the Securities Depository, Depository or the Securities Depository Nominee, as the case may be, for such Bonds, pursuant to a letter of representations or similar agreement with the Securities Depository and all such payments shall be valid and effectual to fully satisfy and discharge the obligations with respect to the principal of, redemption of and premium, if any, and interest on such Bondsthe Series 2020 Notes to the extent of the sum or sums so paid. The Issuer Securities Depository may determine to discontinue providing its services as such with respect to the Series 2020 Notes at any time by giving notice to the Corporation and the Trustee acknowledge that the terms and provisions of such letter of representations or similar agreement shall govern in the event of any inconsistency between the provisions of this Indenture and such letter of representations or similar agreement.
(e) In the event that the Issuer determines, at the direction of the Company, to discontinue the book entry system of transfer for a series of Bonds, or that the interests of the beneficial owners of the Bonds of such series may be adversely affected if the book entry system is continued, then the Issuer shall notify the Securities Depository and the Trustee of such determinationdischarging its responsibilities with respect thereto under applicable laws. In such event, the Issuer Corporation shall either (i) engage the services of another Securities Depository or (ii) deliver physical Series 2020 Notes in the manner described below. In the event the book-entry system is discontinued or terminated with respect to the Series 2020 Notes, and no other Securities Depository is named, then the Corporation shall notify the Trustee of such event and the Securities Depository shall immediately notify the Participants of the availability, through the Securities Depository, of physical Series 2020 Notes. In such event, the Corporation shall execute and the Trustee shall authenticate, register and deliver physical certificates Series 2020 Notes as requested by the Securities Depository or any Participant or beneficial owner of Series 2020 Notes in appropriate authorized denominations for Bonds of such series in exchange for the Bonds Series 2020 Notes registered in the name of Securities Depository Nominee. Notwithstanding any other provision of this Trust Agreement to the contrary, so long as the Series 2020 Notes are registered in the name of Cede & Co., as Securities Depository Nominee, at all payments with respect to the expense of principal of, premium, if any, and interest on the Series 2020 Notes and all notices with respect to the Series 2020 Notes shall be made and given, respectively, to The Depository Trust Company, to such PersonsNew York, and in such maturities and principal amountsNew York, as may be designated by the Securities Depository, but without any liability on the part of the Issuer, the Company or the Trustee for the accuracy of such designation; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(f) In the event that the Securities Depository for a series of Bonds discontinues providing its services, the Issuer, at the direction of the Company, shall either engage the services of another Securities Depository or deliver physical certificates provided in the manner described in clause (e) above; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(g) representation letter. In connection with any notice or other communication to be provided to the holders of a series of Bonds Holders by the Issuer Corporation or by the Trustee with respect to any consent or other action to be taken by the holdersHolders, the Issuer Corporation or the Trustee, as the case may be, shall establish a record date for such consent or other action and give the Securities Depository Nominee notice of such record date not less than fifteen (15) 15 days in advance of such record date to the extent possible.
(h) The Series 2013 Bonds shall be issued initially in the form of one global certificate, without coupons, in the aggregate principal amount of the Series 2013 Bonds, under the book entry system maintained by The Depository Trust Company, New York, New York ("DTC"), as the initial Securities Depository, and shall be registered in the name of Cede & Co., as the initial Securities Depository Nominee for the Series 2013 Bonds. As long as the Series 2013 Bonds are maintained by DTC under its book entry system, all payments with respect to the principal of and interest on the Series 2013 Bonds and notices to the holders of the Series 2013 Bonds shall be made and given, respectively, to DTC pursuant to a letter of representations with DTC.
Appears in 2 contracts
Sources: Trust Agreement, Trust Agreement
Book-Entry System. (a) Notwithstanding anything to the contrary herein, so long as a series of Bonds is being held under a book entry system, transfers of beneficial ownership of the Bonds of such series will be effected pursuant to rules and procedures established by the Securities Depository.
(b) As long as a book entry system is in effect for a series of Bonds, the Securities Depository Nominee will be recognized as the holder of the Bonds of such series for the purposes of (1) paying the principal of, redemption premium, if any, or interest on such Bonds, (2) if Bonds of such series are to be redeemed Except as provided in part, selecting the portions of such Bonds to be redeemed, (3) giving any notice permitted or required to be given to holders under this Indenture, (4) registering the transfer of such Bonds, and (5) requesting any consent or other action to be taken by the holders of such Bonds, and for all other purposes whatsoever, and neither the Trustee nor the Issuer shall be affected by any notice to the contrary.
(c) Neither the Trustee nor the Issuer shall have any responsibility or obligation to any participant, any beneficial owner or any other person claiming a beneficial ownership in any Bonds which are registered to a Securities Depository Nominee under or through the Securities Depository with respect to any action taken by the Securities Depository and the Securities Depository Nominee, as holder of such Bonds.
(d) The Trustee shall pay all principal of, redemption premium, if any, and interest on Bonds issued under a book entry system, only to the Securities Depository, or the Securities Depository Nominee, as the case may be, for such Bonds, pursuant to a letter of representations or similar agreement with the Securities Depository and all such payments shall be valid and effectual to fully satisfy and discharge the obligations with respect to the principal of, redemption premium, if any, and interest on such Bonds. The Issuer and the Trustee acknowledge that the terms and provisions of such letter of representations or similar agreement shall govern in the event of any inconsistency between the provisions subparagraph 3 of this Indenture and such letter Section 206, the registered owner of representations or similar agreement.
(e) In the event that the Issuer determines, at the direction all of the Company, to discontinue the book entry system of transfer for a series of Bonds, or that the interests of the beneficial owners of the Bonds of such series may be adversely affected if the book entry system is continued, then the Issuer shall notify the Securities Depository and the Trustee of such determination. In such event, the Issuer shall execute and the Trustee shall authenticate, register and deliver physical certificates in authorized denominations for Bonds of such series in exchange for the Bonds registered in the name of the Securities Depository Nominee, at the expense of the Company, to such Persons, and in such maturities and principal amounts, as may be designated by the Securities Depository, but without any liability on the part of the Issuer, the Company or the Trustee for the accuracy of such designation; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(f) In the event that the Securities Depository for a series of Bonds discontinues providing its services, the Issuer, at the direction of the Company, shall either engage the services of another Securities Depository or deliver physical certificates in the manner described in clause (e) above; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(g) In connection with any notice or other communication to be provided to the holders of a series of Bonds by the Issuer or by the Trustee with respect to any consent or other action to be taken by the holders, the Issuer or the Trustee, as the case may be, shall establish a record date for such consent or other action and give the Securities Depository Nominee notice of such record date not less than fifteen (15) days in advance of such record date to the extent possible.
(h) The 2022 Series 2013 Bonds shall be issued initially in and the form of one global certificate, without coupons, in the aggregate principal amount of the 2022 Series 2013 Bonds, under the book entry system maintained by The Depository Trust Company, New York, New York ("DTC"), as the initial Securities Depository, and Bonds shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). Payment of interest for any 2022 Series Bond shall be made by transfer of Federal funds or equivalent same day funds to the initial Securities Depository Nominee account of Cede & Co. on each interest payment date for the 2022 Series 2013 Bonds at the address indicated for Cede & Co. in the registry books of the Agency kept by the Trustee.
(2) The 2022 Series Bonds shall be initially issued in the form of a separate single fully registered bond in the amount of each separate stated maturity of the 2022 Series Bonds having the same initial CUSIP number. Upon initial issuance, the ownership of such 2022 Series Bonds shall be registered in the registry books of the Agency kept by the Trustee in the name of Cede & Co., as nominee of DTC. With respect to 2022 Series Bonds registered in the registry books kept by the Trustee in the name of Cede & Co., as nominee of DTC, the Agency and the Trustee shall have no responsibility or obligation to any participant of DTC (a “Participant”) or to any person for whom a Participant acquires an interest in 2022 Series Bonds (a “Beneficial Owner”). Without limiting the immediately preceding sentence, the Agency and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest in the 2022 Series Bonds, (ii) the delivery to any Participant, any Beneficial Owner or any other person, other than DTC, of any notice with respect to the 2022 Series Bonds, including any notice of redemption, or (iii) the payment to any Participant, any Beneficial Owner or any other person, other than DTC, of any amount with respect to the principal of or premium, if any, or interest on the 2022 Series Bonds. As long The Agency and the Trustee may treat as and deem DTC to be the absolute owner of each 2022 Series 2013 Bond for the purpose of payment of the principal of and premium, if any, and interest on such 2022 Series Bond, for the purpose of giving notices of redemption and other matters with respect to such 2022 Series Bond, for the purpose of registering transfers with respect to such 2022 Series Bond, and for all other purposes whatsoever. The Trustee shall pay all principal of and premium, if any, and interest on the 2022 Series Bonds are maintained by DTC under its book entry systemonly to or upon the order of DTC, and all such payments shall be valid and effective to fully satisfy and discharge the Agency’s obligations with respect to the principal of and premium, if any, and interest on the 2022 Series 2013 Bonds and notices to the holders extent of the Series 2013 Bonds shall sum or sums so paid. Pursuant to Section 307 of the General Resolution, payments of principal may be made without requiring the surrender of the 2022 Series Bonds, and giventhe Agency and Trustee shall not be liable for the failure of DTC or any successor thereto to properly indicate on the 2022 Series Bonds the payment of such principal. No person other than DTC shall receive a 2022 Series Bond evidencing the obligation of the Agency to make payments of principal of and premium, respectivelyif any, to DTC and interest pursuant to this Supplemental Resolution. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a letter new nominee in place of representations with Cede & Co., and subject to the transfer provisions hereof, the word “Cede” in this Supplemental Resolution shall refer to such new nominee of DTC.
(3) (a) DTC may determine to discontinue providing its services with respect to the 2022 Series Bonds at any time by giving written notice to the Agency and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is not a successor securities depository), 2022 Series Bond certificates will be delivered as described in the General Resolution.
Appears in 2 contracts
Sources: Special Program Agreement, Special Program Agreement
Book-Entry System. (a) Notwithstanding anything to the contrary hereinThe Bonds shall initially be issued as Book-Entry Bonds, so long as a series of Bonds is being held under a book entry system, transfers of beneficial ownership of and the Bonds of such series will each maturity date shall be effected pursuant in the form of a separate single fully-registered Bond (which may be typewritten). Upon initial issuance, the ownership of each Bond shall be registered in the Registration Books in the name of the Nominee, as nominee of the Depository. Payment of principal of, and interest and premium, if any, on, any Book-Entry Bond registered in the name of the Nominee shall be made on the applicable payment date by wire transfer of New York clearing house or equivalent next day funds or by wire transfer of same day funds to rules and procedures established by the Securities Depositoryaccount of the Nominee. Such payments shall be made to the Nominee at the address that is, on the Record Date, shown for the Nominee in the Registration Books.
(b) As long as a book entry system is in effect for a series of With respect to Book-Entry Bonds, the Securities Depository Nominee will be recognized as Authority, the holder City and the Trustee shall have no responsibility or obligation to any Participant or to any Person on behalf of which such a Participant holds an interest in such Book-Entry Bonds. Without limiting the immediately preceding sentence, the Authority, the City and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, the Nominee or any Participant with respect to any ownership interest in Book-Entry Bonds, (ii) the delivery to any Participant or any other Person, other than an Owner as shown in the Registration Books, of any notice with respect to Book-Entry Bonds, including any notice of redemption, (iii) the selection by the Depository and its Participants of the beneficial interests in Book-Entry Bonds of a maturity to be redeemed in the event such series for Book-Entry Bonds are redeemed in part, (iv) the purposes payment to any Participant or any other Person, other than an Owner as shown in the Registration Books, of (1) paying the any amount with respect to principal of, redemption or premium, if any, or interest on such Book-Entry Bonds, or (2v) if Bonds any consent given or other action taken by the Depository as Owner.
(c) The Authority, the City and the Trustee may treat and consider the Person in whose name each Book-Entry Bond is registered in the Registration Books as the absolute Owner of such series are to be redeemed in partBook-Entry Bond for the purpose of payment of principal of, and premium, if any, and interest on such Bond, for the purpose of selecting the any Bonds, or portions of such Bonds thereof, to be redeemed, (3) for the purpose of giving any notice permitted or required notices of redemption and other matters with respect to be given such Book-Entry Bond, for the purpose of registering transfers with respect to holders under this Indenturesuch Book-Entry Bond, (4) registering for the transfer purpose of such Bonds, and (5) requesting obtaining any consent or other action to be taken by the holders of such Bonds, Owners and for all other purposes whatsoever, and neither the Authority, the City and the Trustee nor the Issuer shall not be affected by any notice to the contrary.
(cd) Neither In the event of a redemption of all or a portion of a Book-Entry Bond, the Depository, in its discretion (i) may request the Trustee nor to authenticate and deliver a new Book- Entry Bond, or (ii) if the Issuer shall have any responsibility or obligation to any participant, any beneficial owner or any other person claiming a beneficial ownership in any Bonds which are registered to a Securities Depository Nominee under or through is the Securities Depository with respect to any action taken by the Securities Depository and the Securities Depository Nominee, as holder sole Owner of such BondsBook-Entry Bond, shall make an appropriate notation on the Book-Entry Bond indicating the date and amounts of the reduction in principal thereof resulting from such redemption, except in the case of final payment, in which case such Book-Entry Bond must be presented to the Trustee prior to payment.
(de) The Trustee shall pay all principal of, redemption and premium, if any, and interest on the Book-Entry Bonds issued under a book entry system, only to or “upon the Securities Depositoryorder of” (as that term is used in the Uniform Commercial Code as adopted in the State) the respective Owner, as shown in the Registration Books, or the Securities Depository Nomineesuch Owner’s respective attorney duly authorized in writing, as the case may be, for such Bonds, pursuant to a letter of representations or similar agreement with the Securities Depository and all such payments shall be valid and effectual effective to fully satisfy and discharge the obligations with respect to the payment of principal of, redemption and premium, if any, and interest on the Book-Entry Bonds to the extent of the sum or sums so paid. No Person other than an Owner, as shown in the Registration Books, shall receive an authenticated Book-Entry Bond. Upon delivery by the Depository to the Owners, the Authority, the City and the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of the Nominee, and subject to the provisions herein with respect to Record Dates, the word Nominee in this Indenture shall refer to such nominee of the Depository.
(f) In order to qualify the Book-Entry Bonds for the Depository’s book-entry system, the Authority shall execute and deliver to the Depository a Letter of Representations. The execution and delivery of a Letter of Representations shall not in any way impose upon the Authority, the City or the Trustee any obligation whatsoever with respect to Persons having interests in such Book-Entry Bonds other than the Owners, as shown on the Registration Books. Such Letter of Representations may provide the time, form, content and manner of transmission, of notices to the Depository. In addition to the execution and delivery of a Letter of Representations by the Authority, the Authority, the City and the Trustee shall take such other actions, not inconsistent with this Indenture, as are reasonably necessary to qualify Book-Entry Bonds for the Depository’s book-entry program.
(g) In the event the Authority determines that it is in the best interests of the Beneficial Owners that they be able to obtain certificated Bonds and that such Bonds should therefore be made available, and notifies the Depository and the Trustee of such determination, the Depository will notify the Participants of the availability through the Depository of certificated Bonds. In such event, the Trustee shall transfer and exchange certificated Bonds as requested by the Depository and any other Owners in appropriate amounts. In the event (i) the Depository determines not to continue to act as securities depository for Book-Entry Bonds, or (ii) the Depository shall no longer so act and gives notice to the Trustee of such determination, then the Authority shall discontinue the Book-Entry system with the Depository. If the Authority determines to replace the Depository with another qualified securities depository, the Authority shall prepare or direct the preparation of a new single, separate, fully-registered Bond for each maturity date of such Book-Entry Bonds, registered in the name of such successor or substitute qualified securities depository or its nominee. If the Authority fails to identify another qualified securities depository to replace the Depository, then the Book-Entry Bonds shall no longer be restricted to being registered in the Registration Books in the name of the Nominee, but shall be registered in whatever name or names the Owners transferring or exchanging such Bonds shall designate, in accordance with the provisions of Sections 2.06, 2.08 and 2.09. Whenever the Depository requests the Authority to do so, the Authority shall cooperate with the Depository in taking appropriate action after reasonable notice
(i) to make available one or more separate certificates evidencing the Book-Entry Bonds to any Participant having Book-Entry Bonds credited to its account with the Depository, and (ii) to arrange for another securities depository to maintain custody of certificates evidencing the Book- Entry Bonds.
(h) Notwithstanding any other provision of this Indenture to the contrary, if the Depository is the sole Owner of the Bonds, so long as any Book-Entry Bond is registered in the name of the Nominee, all payments of principal of, and premium, if any, and interest on such Bonds. The Issuer Book-Entry Bond and the Trustee acknowledge that the terms all notices with respect to such Book-Entry Bond shall be made and provisions of such letter of representations or similar agreement shall govern given, respectively, as provided in the event Letter of any inconsistency between Representations or as otherwise instructed by the provisions of this Indenture and such letter of representations or similar agreementDepository.
(e) In the event that the Issuer determines, at the direction of the Company, to discontinue the book entry system of transfer for a series of Bonds, or that the interests of the beneficial owners of the Bonds of such series may be adversely affected if the book entry system is continued, then the Issuer shall notify the Securities Depository and the Trustee of such determination. In such event, the Issuer shall execute and the Trustee shall authenticate, register and deliver physical certificates in authorized denominations for Bonds of such series in exchange for the Bonds registered in the name of the Securities Depository Nominee, at the expense of the Company, to such Persons, and in such maturities and principal amounts, as may be designated by the Securities Depository, but without any liability on the part of the Issuer, the Company or the Trustee for the accuracy of such designation; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(f) In the event that the Securities Depository for a series of Bonds discontinues providing its services, the Issuer, at the direction of the Company, shall either engage the services of another Securities Depository or deliver physical certificates in the manner described in clause (e) above; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(gi) In connection with any notice or other communication to be provided to the holders of a series of Bonds Owners pursuant to this Indenture by the Issuer Authority, the City or by the Trustee Trustee, with respect to any consent or other action to be taken by the holdersOwners of Book-Entry Bonds, the Issuer or the Trustee, as the case may be, Trustee shall establish a record date for such consent or other action and give the Securities Depository Nominee notice of such record date not less than fifteen (15) 15 calendar days in advance of such record date to the extent possible.
(h) The Series 2013 Bonds shall be issued initially in the form of one global certificate, without coupons, in the aggregate principal amount of the Series 2013 Bonds, under the book entry system maintained by The Depository Trust Company, New York, New York ("DTC"), as the initial Securities Depository, and shall be registered in the name of Cede & Co., as the initial Securities Depository Nominee for the Series 2013 Bonds. As long as the Series 2013 Bonds are maintained by DTC under its book entry system, all payments with respect to the principal of and interest on the Series 2013 Bonds and notices to the holders of the Series 2013 Bonds shall be made and given, respectively, to DTC pursuant to a letter of representations with DTC.
Appears in 1 contract
Sources: Indenture
Book-Entry System. (a) Notwithstanding anything to DTC will act as Securities Depository for each series of the contrary herein, so Bonds. The Bonds shall be initially issued in the form of a single fully registered Bond for each series registered in the name of Cede & Co. (DTC’s partnership nominee). So long as a series Cede & Co. is the Registered Owner of Bonds is being held under a book entry systemthe Bonds, transfers as nominee of beneficial ownership DTC, references herein to Registered Owners, Bondholders or holders or Owners of the Bonds shall mean Cede & Co. and shall not mean the beneficial owners of such series will be effected pursuant to rules and procedures established by the Securities DepositoryBonds.
(b) As long as a book entry system is in effect for a series The ownership interest of Bonds, each of the Securities Depository Nominee will be recognized as the holder Beneficial Owners of the Bonds will be recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners of the Bonds.
(c) With respect to Bonds registered in the name of Cede & Co., as DTC’s nominee, the Issuer and the Trustee shall have no responsibility or obligation to any DTC Participant or to any person on behalf of whom such series for a DTC Participant holds an interest in the purposes Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Issuer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (1ii) paying the delivery to any DTC Participant or any other person, other than a Bondholder, as shown on the registration books, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than a Registered Owner, as shown in the registration books of any amount with respect to principal of, redemption premium, if any, or interest on such on, the Bonds.
(d) Notwithstanding any other provisions of this Indenture to the contrary, (2) if Bonds the Issuer and the Trustee shall be entitled to treat and consider the person in whose name each Bond is registered in the registration books as the absolute owner of such series are to be redeemed in partBond for the purpose of payment of principal, selecting the portions of such Bonds to be redeemedpremium, (3) giving any notice permitted or required to be given to holders under this Indenture, (4) registering the transfer of such Bondsif any, and (5) requesting any consent or interest with respect to such Bond, for the purpose of giving notices of redemption and other action matters with respect to be taken by such Bond, for the holders purpose of registering transfers with respect to such BondsBond, and for all other purposes whatsoever, and neither the Trustee nor the Issuer shall be affected by any notice to the contrary.
(c) Neither the Trustee nor the Issuer shall have any responsibility or obligation to any participant, any beneficial owner or any other person claiming a beneficial ownership in any Bonds which are registered to a Securities Depository Nominee under or through the Securities Depository with respect to any action taken by the Securities Depository and the Securities Depository Nominee, as holder of such Bonds.
(d) . The Trustee shall pay all principal of, redemption premium, if any, and interest on the Bonds issued under a book entry system, only to or upon the Securities Depositoryorder of the respective owners, as shown in the registration books as provided in this Indenture, or the Securities Depository Nomineetheir respective attorneys duly authorized in writing, as the case may be, for such Bonds, pursuant to a letter of representations or similar agreement with the Securities Depository and all such payments shall be valid and effectual effective to fully satisfy and discharge the Issuer’s obligations with respect to the payment of principal of, redemption premium, if any, and interest on such Bonds. The Issuer and on, the Trustee acknowledge that Bonds to the terms and provisions extent of such letter of representations the sum or similar agreement shall govern in the event of any inconsistency between the provisions of this Indenture and such letter of representations or similar agreementsums so paid.
(e) In No person other than a Registered Owner, as shown in the event that registration books, shall receive a Bond certificate evidencing the obligation of the Issuer determinesto make payments of principal, premium, if any, and interest, pursuant to this Indenture.
(f) Any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of DTC or a DTC Participant, if applicable, of the transfer of the Beneficial Owner’s interest in such Bond.
(g) So long as the book-entry system is in effect, the Trustee and the Issuer shall comply with the terms of the Letter of Representations, a copy of which is attached hereto as Exhibit B and made a part hereof, or an alternate Letter of Representations as required by DTC.
(h) DTC may determine to discontinue providing its service with respect to the Bonds at any time by giving reasonable written notice and all relevant information on the Beneficial Owners of the Bonds to the Issuer or the Trustee and discharging its responsibilities with respect thereto under applicable law. If there is no successor Securities Depository appointed by the Issuer, the Trustee shall authenticate and deliver Bonds to the Beneficial Owners thereof in accordance with the information respecting the Beneficial Owners provided to the Trustee by DTC, but without any liability on the part of the Issuer or the Trustee for the accuracy of such information. The Issuer, at the direction of the Company, may determine not to discontinue continue participation in the system of book entry system of transfer for transfers through DTC (or a series of Bonds, successor Securities Depository) at any time by giving reasonable written notice to DTC (or that the interests of the beneficial owners of the Bonds of such series may be adversely affected if the book entry system is continued, then the Issuer shall notify the a successor Securities Depository Depository) and the Trustee of such determinationTrustee. In such event, the Issuer shall execute and deliver to the Trustee, and the Trustee shall authenticate, register authenticate and deliver physical certificates in authorized denominations for Bonds of such series in exchange for the Bonds registered to the Beneficial Owners thereof in accordance with the name of information respecting the Securities Depository Nominee, at Beneficial Owners provided to the expense of the Company, to such Persons, and in such maturities and principal amounts, as may be designated Trustee by the Securities DepositoryDTC, but without any liability on the part of the Issuer, the Company Issuer or the Trustee for the accuracy of such designation; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) information. The Chairman or Executive Director of the Code.
(f) In the event that the Securities Depository for a series Issuer are hereby authorized to execute any additional Letter of Bonds discontinues providing its services, the Issuer, at the direction of the Company, shall either engage the services of another Securities Depository Representations or deliver physical certificates in the manner described in clause (e) above; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(g) In connection with any notice similar document necessary from time to time to continue or other communication to be provided to the holders of a series of Bonds by the Issuer or by the Trustee with respect to any consent or other action to be taken by the holders, the Issuer or the Trustee, as the case may be, shall establish a record date for such consent or other action and give the Securities Depository Nominee notice of such record date not less than fifteen (15) days in advance of such record date to the extent possible.
(h) The Series 2013 Bonds shall be issued initially in the form of one global certificate, without coupons, in the aggregate principal amount of the Series 2013 Bonds, under the book entry system maintained by The Depository Trust Company, New York, New York ("DTC"), as the initial Securities Depository, and shall be registered in the name of Cede & Co., as the initial Securities Depository Nominee provide for the Series 2013 Bonds. As long as the Series 2013 Bonds are maintained by DTC under its book book-entry system, all payments with respect to the principal of and interest on the Series 2013 Bonds and notices to the holders of the Series 2013 Bonds shall be made and given, respectively, to DTC pursuant to a letter of representations with DTC.
Appears in 1 contract
Sources: Trust Indenture (York Water Co)
Book-Entry System. (a) Notwithstanding anything to Except as otherwise provided in a Supplemental Trust Agreement, upon the contrary herein, so long as a series of Bonds is being held under a book entry system, transfers of beneficial ownership initial issuance and delivery of the Bonds after January 1, 2006, such Additional Bonds (referred to in this section as “Book Entry Bonds”) shall be issued in the name of such series will the Securities Depository or its nominee, as registered owner of the Bonds, and held in the custody of the Securities Depository.
(A) Except as provided in subsections B and C of this Section, the registered Holder of all Book Entry Bonds shall be, and the Book Entry Bonds shall be effected pursuant registered in the name of, Cede & Co., as nominee of DTC. Payment of interest for any Book Entry Bond, as applicable, shall be made in accordance with the provisions of this Trust Agreement to rules and procedures established the account of Cede, on the Interest Payment Date for the Book Entry Bonds at the address indicated for Cede in the registration books of the Authority kept by the Securities DepositoryTrustee as bond registrar (the “Bond Registrar”).
(bB) As long The Book Entry Bonds shall be initially issued in the form of a separate single fully registered Bond in the amount of each separate stated maturity of the Book Entry Bonds. Upon initial issuance, the ownership of each such Book Entry Bond shall be registered in the registration books kept by the Bond Registrar in the name of Cede, as a book entry system is nominee of DTC. With respect to Book Entry Bonds so registered in effect for a series the name of Cede, the Authority, the Bond Registrar and any Paying Agent shall have no responsibility or obligation to any DTC Participant or to any Beneficial Owner of any of such Book Entry Bonds. Without limiting the immediately preceding sentence, the Authority, the Bond Registrar and any Paying Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede or any DTC Participant with respect to any beneficial ownership interest in the Book Entry Bonds, (ii) the Securities Depository Nominee will be recognized as delivery to any DTC Participant, Beneficial Owner or other person, other than DTC, of any notice with respect to the holder Book Entry Bonds, including any notice of redemption, (iii) the Bonds payment to any DTC Participant, Beneficial Owner or other person, other than DTC, of such series for the purposes of (1) paying any amount with respect to the principal or Redemption Price of, redemption premium, if any, or interest on such on, any of the Book Entry Bonds, (2iv) if the selection by DTC and the DTC Participants of the beneficial interests in Book Entry Bonds of such series are a maturity to be redeemed in the event such Book Entry Bonds are redeemed in part, or (v) any consent given or other action taken by DTC as the Holder of the Book Entry Bonds. The Authority, the Bond Registrar and any Paying Agent may treat DTC as, and deem DTC to be, the absolute Holder of each Book Entry Bond for all purposes whatsoever, including (but not limited to) (a) payment of the principal or Redemption Price of, and interest on, each such Book Entry Bond, (b) giving notices of redemption and other matters with respect to such Book Entry Bonds, (c) registering transfers with respect to such Book Entry Bonds, (d) selecting the Book Entry Bonds, or portions of such Bonds thereof, to be redeemed, (3) giving any notice permitted or required to be given to holders under this Indenture, (4) registering the transfer of such Bonds, and (5e) requesting obtaining any consent or other action to be taken by the holders of such BondsHolders, and for all other purposes whatsoeverthe Authority, the Bond Registrar and neither the Trustee nor the Issuer any Paying Agent shall not be affected by any notice to the contrary. In the event of a redemption of all or a portion of a Book Entry Bond, DTC, in its discretion (i) may request the Trustee to authenticate and deliver a new Book Entry Bond, or (ii) if DTC is the sole Owner of such Book Entry Bond, shall make an appropriate notation on the Book Entry Bond indicating the date and amounts of the reduction in principal thereof resulting from such redemption, except in the case of final payment, in which case such Book Entry Bond must be presented to the Trustee prior to payment. The Paying Agent shall pay the principal or Redemption Price of, and interest on, all Book Entry Bonds only to or upon the order of DTC, and all such payment shall be valid and effective to satisfy fully and discharge the Authority’s obligations with respect to such principal or Redemption Price and interest, to the extent of the sums so paid. Except as provided in Section 2.04(E), no person other than DTC shall receive a Book Entry Bond evidencing the obligation of the Authority to make payments of principal or Redemption Price of, and interest on, any such Book Entry Bond pursuant to this Trust Agreement. Upon delivery by DTC to the Bond Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the transfer provisions of this Trust Agreement, the word “Cede” in this Trust Agreement shall refer to such new nominee of DTC. Except as provided in Section 2.04(E), and notwithstanding any other provisions of this Trust Agreement to the contrary, the Book Entry Bonds may be registered, in whole but not in part, only in the name of the DTC or a nominee of DTC or to any successor securities depository appointed pursuant to this Section 2.04 or any nominee thereof. In order to qualify the Book Entry Bonds for DTC’s book-entry system, the Authority may execute and deliver to DTC a letter of representations required by DTC. The execution and delivery of such letter of representations shall not in any way impose upon the Authority, the Trustee, the Bond Registrar or any Paying Agent any obligation whatsoever with respect to persons having interests in such Book Entry Bonds other than DTC as the Registered Owner. Such letter of representations may provide the time, form, content and manner of transmission, of notices to DTC.
(cC) Neither the Trustee nor the Issuer shall have any responsibility or obligation DTC may determine to any participant, any beneficial owner or any other person claiming a beneficial ownership in any Bonds which are registered to a Securities Depository Nominee under or through the Securities Depository discontinue providing its services with respect to the Book Entry Bonds at any action taken time by giving written notice to the Authority, the Bond Registrar and the Paying Agent, which notice shall certify that DTC has discharged its responsibilities with respect to the Book Entry Bonds under applicable law.
(D) The Authority, in its sole discretion and without the consent of any other person, and upon compliance with any agreements between the Authority and DTC (including a letter of representations), may request termination of the services of DTC with respect to the Book Entry Bonds if the Authority determines that: (i) DTC is unable to discharge its responsibilities with respect to the Book Entry Bonds; or (ii) a continuation of the requirement that all of the Outstanding Book Entry Bonds be registered in the registration books kept by the Bond Registrar in the name of ▇▇▇▇, as nominee of DTC, is not in the best interest of the Beneficial Owner of the Book Entry Bonds. Current DTC rules provide that upon receipt of such a request, DTC will take the following actions: (i) DTC will issue an “Important Notice” notifying its Participants of the receipt of a withdrawal request from the Authority reminding Participants that they may utilize DTC’s withdrawal procedures if they wish to withdraw their securities from DTC; and (ii) DTC will process withdrawal requests submitted by Participants in the ordinary course of business, but will not effectuate withdrawals based upon a request from the Authority. The Authority shall, by written notice to the Bond Registrar, terminate the services of DTC with respect to the Book Entry Bonds upon receipt by the Authority, the Bond Registrar and the Paying Agent of written notice from DTC to the effect that DTC has received written notice from DTC Participants having interests, as shown in the records of DTC, in an aggregate principal amount of not less than fifty percent (50%) of the aggregate principal amount of the Outstanding Book Entry Bonds to the effect that: (i) DTC is unable to discharge its responsibilities with respect to the Book Entry Bonds; or (ii) a continuation of the requirement that all of the Outstanding Book Entry Bonds be registered in the registration books kept by Registrar, in the name of Cede, as nominee of DTC, is not in the best interests of the Beneficial Owner of the Book Entry Bonds.
(E) Upon the termination of the services of DTC with respect to the Book Entry Bonds pursuant to subsection (D), or upon the discontinuance or termination of the services of DTC with respect to the Book Entry Bonds pursuant to subsection (B) or subsection (C), the Authority may within 90 days thereafter appoint a substitute Securities Depository which, in the opinion of the Authority, is willing and able to undertake the functions of DTC hereunder upon reasonable and customary terms. If no such successor can be found within such period, the Book Entry Bonds shall no longer be restricted to being registered in the registration books kept by the Bond Registrar, in the name of Cede, as nominee of DTC. In such event the Authority shall execute and the Bond Registrar shall authenticate Book Entry Bond certificates as requested by DTC of like principal amount, maturity and Series, in authorized denominations and the Bond Registrar shall deliver such certificates at its corporate trust office to the Beneficial Owners identified in writing by the Securities Depository and in replacement of such beneficial owners’ beneficial interests in the Securities Depository NomineeBook Entry Bonds.
(F) Notwithstanding any other provision of this Trust Agreement to the contrary, so long as any Book Entry Bond is registered in the name of Cede, as holder nominee of DTC, all payments with respect to the principal or Redemption Price of, and interest on, such Book Entry Bond and all notices with respect to such Book Entry Bond shall be made and given, respectively, to DTC as the registered Holder of such Bonds.
(d) The Trustee shall pay all principal of, redemption premium, if any, and interest on Bonds issued under a book entry system, only to the Securities Depository, or the Securities Depository Nominee, as the case may be, for such Bonds, pursuant to a letter of representations or similar agreement with the Securities Depository and all such payments shall be valid and effectual to fully satisfy and discharge the obligations with respect to the principal of, redemption premium, if any, and interest on such Bonds. The Issuer and the Trustee acknowledge that the terms and provisions of such letter of representations or similar agreement shall govern in the event of any inconsistency between the provisions of this Indenture and such letter of representations or similar agreement.
(e) In the event that the Issuer determines, at the direction of the Company, to discontinue the book entry system of transfer for a series of Bonds, or that the interests of the beneficial owners of the Bonds of such series may be adversely affected if the book entry system is continued, then the Issuer shall notify the Securities Depository and the Trustee of such determination. In such event, the Issuer shall execute and the Trustee shall authenticate, register and deliver physical certificates in authorized denominations for Bonds of such series in exchange for the Bonds registered in the name of the Securities Depository Nominee, at the expense of the Company, to such Persons, and in such maturities and principal amounts, as may be designated by the Securities Depository, but without any liability on the part of the Issuer, the Company or the Trustee for the accuracy of such designation; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(f) In the event that the Securities Depository for a series of Bonds discontinues providing its services, the Issuer, at the direction of the Company, shall either engage the services of another Securities Depository or deliver physical certificates in the manner described in clause (e) above; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(gG) In connection with any notice or other communication to be provided to Holders of Book Entry Bonds registered in the holders name of a series of Bonds Cede pursuant to this Trust Agreement by the Issuer Authority or by the Trustee Bond Registrar with respect to any consent or other action to be taken by the holderssuch Holders, the Issuer or the Trustee, as the case may be, Authority shall establish a record date for such consent or other action by such Holders and give the Securities Depository Nominee DTC notice of such record date not less than fifteen (15) calendar days in advance of such record date to the extent possible. NEITHER THE AUTHORITY NOR THE REGISTRAR WILL HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO THE DTC PARTICIPANTS OR THE BENEFICIAL OWNERS WITH RESPECT TO (1) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DTC PARTICIPANT; (2) THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL AMOUNT, SINKING FUND INSTALLMENT FOR, REDEMPTION PRICE OF OR INTEREST ON THE BOOK ENTRY BONDS; (3) THE DELIVERY BY DTC OR ANY DTC PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE BOND RESOLUTION TO BE GIVEN TO BONDHOLDERS; (4) THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BOOK ENTRY BONDS; OR (5) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY CEDE & CO. AS THE NOMINEE OF DTC, AS REGISTERED OWNER. SO LONG AS CEDE & CO IS THE REGISTERED OWNER OF THE BOOK ENTRY BONDS, AS NOMINEE OF DTC, REFERENCES HEREIN TO THE BONDHOLDERS OR REGISTERED HOLDERS OF THE BOOK ENTRY BONDS SHALL MEAN CEDE & CO. AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE BOOK ENTRY BONDS.
(h) The Series 2013 Bonds shall be issued initially in the form of one global certificate, without coupons, in the aggregate principal amount of the Series 2013 Bonds, under the book entry system maintained by The Depository Trust Company, New York, New York ("DTC"), as the initial Securities Depository, and shall be registered in the name of Cede & Co., as the initial Securities Depository Nominee for the Series 2013 Bonds. As long as the Series 2013 Bonds are maintained by DTC under its book entry system, all payments with respect to the principal of and interest on the Series 2013 Bonds and notices to the holders of the Series 2013 Bonds shall be made and given, respectively, to DTC pursuant to a letter of representations with DTC.
Appears in 1 contract
Sources: Trust Agreement
Book-Entry System. DTC shall act as the initial Depository for the Bonds. One Bond for each maturity of the Bonds shall be initially executed, authenticated, and delivered as set forth herein with a separate fully registered certificate (a) Notwithstanding anything to in print or typewritten form). Upon initial execution, authentication, and delivery, the contrary herein, so long as a series of Bonds is being held under a book entry system, transfers of beneficial ownership of the Bonds of such series will be effected pursuant to rules and procedures established by the Securities Depository.
(b) As long as a book entry system is in effect for a series of Bonds, the Securities Depository Nominee will be recognized as the holder of the Bonds of such series for the purposes of (1) paying the principal of, redemption premium, if any, or interest on such Bonds, (2) if Bonds of such series are to be redeemed in part, selecting the portions of such Bonds to be redeemed, (3) giving any notice permitted or required to be given to holders under this Indenture, (4) registering the transfer of such Bonds, and (5) requesting any consent or other action to be taken by the holders of such Bonds, and for all other purposes whatsoever, and neither the Trustee nor the Issuer shall be affected by any notice to the contrary.
(c) Neither the Trustee nor the Issuer shall have any responsibility or obligation to any participant, any beneficial owner or any other person claiming a beneficial ownership in any Bonds which are registered to a Securities Depository Nominee under or through the Securities Depository with respect to any action taken by the Securities Depository and the Securities Depository Nominee, as holder of such Bonds.
(d) The Trustee shall pay all principal of, redemption premium, if any, and interest on Bonds issued under a book entry system, only to the Securities Depository, or the Securities Depository Nominee, as the case may be, for such Bonds, pursuant to a letter of representations or similar agreement with the Securities Depository and all such payments shall be valid and effectual to fully satisfy and discharge the obligations with respect to the principal of, redemption premium, if any, and interest on such Bonds. The Issuer and the Trustee acknowledge that the terms and provisions of such letter of representations or similar agreement shall govern in the event of any inconsistency between the provisions of this Indenture and such letter of representations or similar agreement.
(e) In the event that the Issuer determines, at the direction of the Company, to discontinue the book entry system of transfer for a series of Bonds, or that the interests of the beneficial owners of the Bonds of such series may be adversely affected if the book entry system is continued, then the Issuer shall notify the Securities Depository and the Trustee of such determination. In such event, the Issuer shall execute and the Trustee shall authenticate, register and deliver physical certificates in authorized denominations for Bonds of such series in exchange for the Bonds registered in the name of the Securities Depository Nominee, at the expense of the Company, to such Persons, and in such maturities and principal amounts, as may be designated by the Securities Depository, but without any liability on the part of the Issuer, the Company or the Trustee for the accuracy of such designation; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(f) In the event that the Securities Depository for a series of Bonds discontinues providing its services, the Issuer, at the direction of the Company, shall either engage the services of another Securities Depository or deliver physical certificates in the manner described in clause (e) above; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(g) In connection with any notice or other communication to be provided to the holders of a series of Bonds by the Issuer or by the Trustee with respect to any consent or other action to be taken by the holders, the Issuer or the Trustee, as the case may be, shall establish a record date for such consent or other action and give the Securities Depository Nominee notice of such record date not less than fifteen (15) days in advance of such record date to the extent possible.
(h) The Series 2013 Bonds shall be issued initially in the form of one global certificate, without coupons, in the aggregate principal amount of the Series 2013 Bonds, under the book entry system maintained by The Depository Trust Company, New York, New York ("DTC"), as the initial Securities Depository, and shall be registered Bond Register in the name of Cede & Co., as nominee of DTC or such nominee as DTC shall appoint in writing. The representatives of the initial Securities Depository Nominee County and the Fiscal Agent are hereby authorized to take any and all actions as may be necessary and not inconsistent with this Agreement to qualify the Bonds for the Series 2013 Bonds. As long as the Series 2013 Bonds are maintained by DTC under its book Depository’s book-entry system, including the execution of the Depository’s required representation letter. With respect to Bonds registered in the Bond Register in the name of Cede & Co., as nominee of DTC, neither the County nor the Fiscal Agent shall have any responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC holds Bonds as Depository from time to time (the “DTC Participants”) or to any person for which a DTC Participant acquires an interest in the Bonds (the “Beneficial Owners”). Without limiting the immediately preceding sentence, neither the County nor the Fiscal Agent shall have any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant, any Beneficial Owner, or any other person, other than DTC, of any notice with respect to the Bonds, including any notice of redemption, (iii) the selection by the Depository of the beneficial interests in the Bonds to be redeemed in the event the County elects to redeem the Bonds in part, (iv) the payment to any DTC Participant, any Beneficial Owner, or any other person, other than DTC, of any amount with respect to the principal of or interest on the Bonds, or (v) any consent given or other action taken by the Depository as Owner of the Bonds. Except as set forth above, the Fiscal Agent may treat as and deem DTC to be the absolute Owner of each Bond for which DTC is acting as Depository for the purpose of payment of the principal of and interest on such Bonds, for the purpose of giving notices of redemption and other matters with respect to such Bonds, for the purpose of registering transfers with respect to such Bonds, and for all purposes whatsoever. The Fiscal Agent shall pay all principal of and interest on the Bonds only to or upon the order of the Owners as shown on the Bond Register, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to the principal of and interest on the Series 2013 Bonds and notices to the holders extent of the Series 2013 amounts so paid. No person other than an Owner, as shown on the Bond Register, shall receive a physical Bond. Upon delivery by DTC to the Fiscal Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the transfer provisions in Section 2.06 hereof, references to “Cede & Co.” in this Section 2.13 shall refer to such new nominee of DTC. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Fiscal Agent during any time that the Bonds are Outstanding, and discharging its responsibilities with respect thereto under applicable law. The County may terminate the services of DTC with respect to the Bonds if it determines that DTC is unable to discharge its responsibilities with respect to the Bonds or that continuation of the system of book-entry transfers through DTC is not in the best interest of the Beneficial Owners, and the County shall mail notice of such termination to the Fiscal Agent. Upon the termination of the services of DTC as provided in the previous paragraph, and if no substitute Depository willing to undertake the functions hereunder can be found which is willing and able to undertake such functions upon reasonable or customary terms, or if the County determines that it is in the best interest of the Beneficial Owners of the Bonds that they be able to obtain certificated Bonds, the Bonds shall no longer be made and givenrestricted to being registered in the Bond Register in the name of Cede & Co., respectivelyas nominee of DTC, but may be registered in whatever name or names the Owners shall designate at that time, in accordance with Section 2.06. To the extent that the Beneficial Owners are designated as the transferee by the Owners, in accordance with Section 2.06, the Bonds will be delivered to DTC pursuant to a letter of representations with DTCsuch Beneficial Owners as soon as practicable.
Appears in 1 contract
Sources: Fiscal Agent Agreement
Book-Entry System. (a) Notwithstanding anything to DTC will act as the contrary hereininitial Securities Depository for the Bonds. The Bonds shall be initially issued in the form of a single fully registered Bond registered in the name of Cede & Co., so as nominee for DTC, as Registered Owner of the Bonds, and held in the custody of DTC. So long as a series Cede & Co. is the Registered Owner of Bonds is being held under a book entry systemthe Bonds, transfers as nominee of beneficial ownership DTC, references herein to Registered Owners, Bondholders or holders of the Bonds shall mean Cede & Co. and shall not mean the beneficial owners of such series will be effected pursuant to rules and procedures established by the Securities DepositoryBonds.
(b) As long as While DTC is the Securities Depository, the ownership interest of each of the beneficial owners of the Bonds will be recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entry system is entries made by DTC and, in effect for a series turn, by the DTC Participants who act on behalf of the beneficial owners of the Bonds.
(c) With respect to Bonds registered in the name of the Securities Depository, the Issuer, the Bond Registrar, the Paying Agent, any co-paying agent and the Trustee shall have no responsibility or obligation to any Person on behalf of whom such Securities Depository holds an interest in the Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Issuer, the Bond Registrar, the Paying Agent, any co-paying agent and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Securities Depository Nominee will be recognized with respect to any ownership interest in the Bonds, (ii) the delivery to any Person, other than a Bondholder, as shown on the holder Bond Register, of any notice with respect to the Bonds Bonds, including any notice of such series for redemption, or (iii) the purposes payment to any Person, other than a Registered Owner, as shown in the Bond Register of (1) paying the any amount with respect to principal of, redemption premium, if any, or interest on such on, the Bonds.
(d) Notwithstanding any other provisions of this Indenture to the contrary, (2) if Bonds the Issuer, the Bond Registrar, the Paying Agent, any co-paying agent and the Trustee shall be entitled to treat and consider the Person in whose name each Bond is registered in the Bond Register as the absolute owner of such series are to be redeemed in partBond for the purpose of payment of principal, selecting the portions of such Bonds to be redeemedpremium, (3) giving any notice permitted or required to be given to holders under this Indenture, (4) registering the transfer of such Bondsif any, and (5) requesting any consent or interest with respect to such Bond, for the purpose of giving notices of redemption and other action matters with respect to be taken by such Bond, for the holders purpose of registering transfers with respect to such BondsBond, and for all other purposes whatsoever, and neither the Trustee nor the Issuer shall be affected by any notice to the contrary.
(c) Neither the Trustee nor the Issuer shall have any responsibility or obligation to any participant, any beneficial owner or any other person claiming a beneficial ownership in any Bonds which are registered to a Securities Depository Nominee under or through the Securities Depository with respect to any action taken by the Securities Depository and the Securities Depository Nominee, as holder of such Bonds.
(d) . The Trustee Paying Agent shall pay all principal of, redemption premium, if any, and interest on the Bonds issued under a book entry system, only to or upon the Securities Depositoryorder of the respective owners, as shown in the Bond Register as provided in this Indenture, or the Securities Depository Nomineetheir respective attorneys duly authorized in writing, as the case may be, for such Bonds, pursuant to a letter of representations or similar agreement with the Securities Depository and all such payments shall be valid and effectual effective to fully satisfy and discharge the Issuer’s obligations with respect to the payment of principal of, redemption premium, if any, and interest on such Bonds. The Issuer and on, the Trustee acknowledge that Bonds to the terms and provisions extent of such letter of representations the sum or similar agreement shall govern in the event of any inconsistency between the provisions of this Indenture and such letter of representations or similar agreementsums so paid.
(e) No Person other than a Registered Owner, as shown in the Bond Register, shall receive a Bond certificate evidencing the obligation of the Issuer to make payments of principal, premium, if any, and interest, pursuant to this Indenture.
(f) Except in the case of payment upon maturity or redemption if the book-entry system is not in effect, any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of the Securities Depository, of the transfer of the beneficial owner’s interest in such Bond.
(g) So long as the book-entry system is in effect, the Trustee, the Paying Agent, any co-paying agent and the Bond Registrar shall comply with the terms of the DTC Letter.
(h) The Securities Depository may determine to discontinue providing its service with respect to the Bonds at any time by giving reasonable written notice and all relevant information on the beneficial owners of the Bonds, which shall include, without limitation, the name, address of record and taxpayer identification number of each such beneficial owner of the Bonds, to the Issuer and the Trustee. If there is no successor Securities Depository appointed by the Issuer, the Trustee, based solely upon information provided to it in writing by the Securities Depository, which shall include, without limitation, the name, address of record and taxpayer identification number of each such beneficial owner of the Bonds, shall authenticate and deliver Bonds to the beneficial owners thereof. In the event that the Issuer determines, at the direction of the Company, to discontinue the book entry system of transfer for a series of Bonds, or Company determines that the interests of the beneficial owners of the Bonds of such series may be adversely affected if the book entry system is continued, then the Issuer shall notify the Securities Depository and the Trustee is incapable of such determination. In such event, the Issuer shall execute and the Trustee shall authenticate, register and deliver physical certificates discharging its responsibilities described herein or in authorized denominations for Bonds of such series in exchange for the Bonds registered in the name of the Securities Depository Nominee, at the expense of the Company, to such Persons, and in such maturities and principal amounts, as may be designated by the Securities Depository, but without any liability on the part of agreement among the Issuer, the Company or the Trustee for the accuracy of such designation; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(f) In the event that and the Securities Depository for a series of Bonds discontinues providing its servicesDepository, the Issuer, at the direction of the Company, shall either engage the services of another Securities Depository or deliver physical certificates in the manner described in clause (ei) above; providedappoint a successor securities depository, in addition, that any Bonds of qualified to act as such series shall be in registered form within the meaning of under Section 149(a17(a) of the Code.
(g) In connection with any notice or other communication to be provided to the holders Securities Exchange Act of a series of Bonds by the Issuer or by the Trustee with respect to any consent or other action to be taken by the holders, the Issuer or the Trustee1934, as the case may beamended, shall establish a record date for such consent or other action and give notify the Securities Depository Nominee notice of the appointment of such record date not less than fifteen successor securities depository and transfer one or more separate Bonds to such successor securities depository or (15ii) days in advance of such record date to notify the extent possible.
(h) The Series 2013 Bonds shall be issued initially in Securities Depository and the form of one global certificatebeneficial owners, without coupons, in identified by the aggregate principal amount of the Series 2013 Bonds, under the book entry system maintained by The Depository Trust Company, New York, New York ("DTC"), as the initial Securities Depository, of the availability through the Securities Depository of Bonds and transfer one or more separate Bonds to the beneficial owners, identified in writing by the Securities Depository as having Bonds credited to their accounts. In such event, the Bonds shall no longer be restricted to being registered in the Bond Register in the name of the Securities Depository, but may be registered in the name of Cede & Co.the successor securities depository, as or its nominee, or in whatever name or names Bondholders transferring or exchanging Bonds shall designate, in accordance with the initial provisions of this Indenture. Upon the written consent of 100% of the beneficial owners of the Bonds, the Trustee, in accordance with any agreement among the Issuer, the Trustee, and the Securities Depository, shall withdraw the Bonds from the Securities Depository, and authenticate and deliver Bonds fully registered to the assignees of the Securities Depository Nominee or its nominee. If the request for such withdrawal is not the Series 2013 result of any issuer action or inaction, such withdrawal, authentication and delivery shall be at the cost and expense (including costs of printing, preparing and delivering such Bonds. As long as the Series 2013 Bonds are maintained by DTC under its book entry system, all payments with respect to the principal of and interest on the Series 2013 Bonds and notices to the holders ) of the Series 2013 Bonds shall be made Persons requesting such withdrawal, authentication and given, respectively, to DTC pursuant to a letter of representations with DTCdelivery.
Appears in 1 contract
Book-Entry System. (a) Notwithstanding anything to the contrary herein, so long as a series of Bonds is being held under a book entry system, transfers of beneficial ownership of the Bonds of such series will be effected pursuant to rules and procedures established by the Securities Depository.
(b) . As long as a book entry system is in effect for a series of Bonds, the Securities Depository Nominee will be recognized as the holder of the Bonds of such series for the purposes of (1) paying the principal of, redemption premium, if any, or interest on such Bonds, (2) if Bonds of such series are to be redeemed in part, selecting the portions of such Bonds to be redeemed, (3) giving any notice permitted or required to be given to holders under this Indenture, (4) registering the transfer of such Bonds, and (5) requesting any consent or other action to be taken by the holders of such Bonds, and for all other purposes whatsoever, and neither the Trustee nor the Issuer shall be affected by any notice to the contrary.
(c) . Neither the Trustee nor the Issuer shall have any responsibility or obligation to any participant, any beneficial owner or any other person claiming a beneficial ownership in any Bonds which are registered to a Securities Depository Nominee under or through the Securities Depository with respect to any action taken by the Securities Depository and the Securities Depository Nominee, as holder of such Bonds.
(d) . The Trustee shall pay all principal of, redemption premium, if any, and interest on Bonds issued under a book entry system, only to the Securities Depository, or the Securities Depository Nominee, as the case may be, for such Bonds, pursuant to a letter of representations or similar agreement with the Securities Depository and all such payments shall be valid and effectual to fully satisfy and discharge the obligations with respect to the principal of, redemption premium, if any, and interest on such Bonds. The Issuer and the Trustee acknowledge that the terms and provisions of such letter of representations or similar agreement shall govern in the event of any inconsistency between the provisions of this Indenture and such letter of representations or similar agreement.
(e) . In the event that the Issuer determines, at the direction of the Company, to discontinue the book entry system of transfer for a series of Bonds, or that the interests of the beneficial owners of the Bonds of such series may be adversely affected if the book entry system is continued, then the Issuer shall notify the Securities Depository and the Trustee of such determination. In such event, the Issuer shall execute and the Trustee shall authenticate, register and deliver physical certificates in authorized denominations for Bonds of such series in exchange for the Bonds registered in the name of the Securities Depository Nominee, at the expense of the Company, to such Persons, and in such maturities and principal amounts, as may be designated by the Securities Depository, but without any liability on the part of the Issuer, the Company or the Trustee for the accuracy of such designation; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(f) . In the event that the Securities Depository for a series of Bonds discontinues providing its services, the Issuer, at the direction of the Company, shall either engage the services of another Securities Depository or deliver physical certificates in the manner described in clause (e) above; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(g) . In connection with any notice or other communication to be provided to the holders of a series of Bonds by the Issuer or by the Trustee with respect to any consent or other action to be taken by the holders, the Issuer or the Trustee, as the case may be, shall establish a record date for such consent or other action and give the Securities Depository Nominee notice of such record date not less than fifteen (15) days in advance of such record date to the extent possible.
(h) The Series 2013 Bonds shall be issued initially in the form of one global certificate, without coupons, in the aggregate principal amount of the Series 2013 Bonds, under the book entry system maintained by The Depository Trust Company, New York, New York ("DTC"), as the initial Securities Depository, and shall be registered in the name of Cede & Co., as the initial Securities Depository Nominee for the Series 2013 Bonds. As long as the Series 2013 Bonds are maintained by DTC under its book entry system, all payments with respect to the principal of and interest on the Series 2013 Bonds and notices to the holders of the Series 2013 Bonds shall be made and given, respectively, to DTC pursuant to a letter of representations with DTC.
Appears in 1 contract
Book-Entry System. (a) Notwithstanding anything to Except as otherwise provided in a Supplemental Trust Agreement, upon the contrary herein, so long as a series of Bonds is being held under a book entry system, transfers of beneficial ownership initial issuance and delivery of the Bonds after January 1, 2006, such Additional Bonds (referred to in this section as “Book Entry Bonds”) shall be issued in the name of such series will be effected pursuant to rules the Securities Depository or its nominee, as registered owner of the Bonds, and procedures established by held in the custody of the Securities Depository.
(bA) As long Except as provided in subsections B and C of this Section, the registered Holder of all Book Entry Bonds shall be, and the Book Entry Bonds shall be registered in the name of, Cede & Co., as nominee of DTC. Payment of interest for any Book Entry Bond, as applicable, shall be made in accordance with the provisions of this Trust Agreement to the account of Cede, on the Interest Payment Date for the Book Entry Bonds at the address indicated for Cede in the registration books of the Authority kept by the Trustee as bond registrar (the “Bond Registrar”).
(B) The Book Entry Bonds shall be initially issued in the form of a book entry system is separate single fully registered Bond in effect for a series the amount of each separate stated maturity of the Book Entry Bonds. Upon initial issuance, the ownership of each such Book Entry Bond shall be registered in the registration books kept by the Bond Registrar in the name of Cede, as nominee of DTC. With respect to Book Entry Bonds so registered in the name of Cede, the Authority, the Bond Registrar and any Paying Agent shall have no responsibility or obligation to any DTC Participant or to any Beneficial Owner of any of such Book Entry Bonds. Without limiting the immediately preceding sentence, the Authority, the Bond Registrar and any Paying Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede or any DTC Participant with respect to any beneficial ownership interest in the Book Entry Bonds, (ii) the Securities Depository Nominee will be recognized as delivery to any DTC Participant, Beneficial Owner or other person, other than DTC, of any notice with respect to the holder Book Entry Bonds, including any notice of redemption, (iii) the Bonds payment to any DTC Participant, Beneficial Owner or other person, other than DTC, of such series for the purposes of (1) paying any amount with respect to the principal or Redemption Price of, redemption premium, if any, or interest on such on, any of the Book Entry Bonds, (2iv) if the selection by DTC and the DTC Participants of the beneficial interests in Book Entry Bonds of such series are a maturity to be redeemed in the event such Book Entry Bonds are redeemed in part, or (v) any consent given or other action taken by DTC as the Holder of the Book Entry Bonds. The Authority, the Bond Registrar and any Paying Agent may treat DTC as, and deem DTC to be, the absolute Holder of each Book Entry Bond for all purposes whatsoever, including (but not limited to) (a) payment of the principal or Redemption Price of, and interest on, each such Book Entry Bond, (b) giving notices of redemption and other matters with respect to such Book Entry Bonds, (c) registering transfers with respect to such Book Entry Bonds, (d) selecting the Book Entry Bonds, or portions of such Bonds thereof, to be redeemed, (3) giving any notice permitted or required to be given to holders under this Indenture, (4) registering the transfer of such Bonds, and (5e) requesting obtaining any consent or other action to be taken by the holders of such BondsHolders, and for all other purposes whatsoeverthe Authority, the Bond Registrar and neither the Trustee nor the Issuer any Paying Agent shall not be affected by any notice to the contrary. In the event of a redemption of all or a portion of a Book Entry Bond, DTC, in its discretion (i) may request the Trustee to authenticate and deliver a new Book Entry Bond, or (ii) if DTC is the sole Owner of such Book Entry Bond, shall make an appropriate notation on the Book Entry Bond indicating the date and amounts of the reduction in principal thereof resulting from such redemption, except in the case of final payment, in which case such Book Entry Bond must be presented to the Trustee prior to payment. The Paying Agent shall pay the principal or Redemption Price of, and interest on, all Book Entry Bonds only to or upon the order of DTC, and all such payment shall be valid and effective to satisfy fully and discharge the Authority's obligations with respect to such principal or Redemption Price and interest, to the extent of the sums so paid. Except as provided in Section 2.04(E), no person other than DTC shall receive a Book Entry Bond evidencing the obligation of the Authority to make payments of principal or Redemption Price of, and interest on, any such Book Entry Bond pursuant to this Trust Agreement. Upon delivery by DTC to the Bond Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the transfer provisions of this Trust Agreement, the word “Cede” in this Trust Agreement shall refer to such new nominee of DTC. Except as provided in Section 2.04(E), and notwithstanding any other provisions of this Trust Agreement to the contrary, the Book Entry Bonds may be registered, in whole but not in part, only in the name of the DTC or a nominee of DTC or to any successor securities depository appointed pursuant to this Section 2.04 or any nominee thereof. In order to qualify the Book Entry Bonds for DTC’s book-entry system, the Authority may execute and deliver to DTC a letter of representations required by DTC. The execution and delivery of such letter of representations shall not in any way impose upon the Authority, the Trustee, the Bond Registrar or any Paying Agent any obligation whatsoever with respect to persons having interests in such Book Entry Bonds other than DTC as the Registered Owner. Such letter of representations may provide the time, form, content and manner of transmission, of notices to DTC.
(cC) Neither the Trustee nor the Issuer shall have any responsibility or obligation DTC may determine to any participant, any beneficial owner or any other person claiming a beneficial ownership in any Bonds which are registered to a Securities Depository Nominee under or through the Securities Depository discontinue providing its services with respect to the Book Entry Bonds at any action taken time by giving written notice to the Authority, the Bond Registrar and the Paying Agent, which notice shall certify that DTC has discharged its responsibilities with respect to the Book Entry Bonds under applicable law.
(D) The Authority, in its sole discretion and without the consent of any other person, and upon compliance with any agreements between the Authority and DTC (including a letter of representations), may request termination of the services of DTC with respect to the Book Entry Bonds if the Authority determines that: (i) DTC is unable to discharge its responsibilities with respect to the Book Entry Bonds; or (ii) a continuation of the requirement that all of the Outstanding Book Entry Bonds be registered in the registration books kept by the Bond Registrar in the name of ▇▇▇▇, as nominee of DTC, is not in the best interest of the Beneficial Owner of the Book Entry Bonds. Current DTC rules provide that upon receipt of such a request, DTC will take the following actions: (i) DTC will issue an “Important Notice” notifying its Participants of the receipt of a withdrawal request from the Authority reminding Participants that they may utilize DTC’s withdrawal procedures if they wish to withdraw their securities from DTC; and (ii) DTC will process withdrawal requests submitted by Participants in the ordinary course of business, but will not effectuate withdrawals based upon a request from the Authority. The Authority shall, by written notice to the Bond Registrar, terminate the services of DTC with respect to the Book Entry Bonds upon receipt by the Authority, the Bond Registrar and the Paying Agent of written notice from DTC to the effect that DTC has received written notice from DTC Participants having interests, as shown in the records of DTC, in an aggregate principal amount of not less than fifty percent (50%) of the aggregate principal amount of the Outstanding Book Entry Bonds to the effect that: (i) DTC is unable to discharge its responsibilities with respect to the Book Entry Bonds; or (ii) a continuation of the requirement that all of the Outstanding Book Entry Bonds be registered in the registration books kept by Registrar, in the name of Cede, as nominee of DTC, is not in the best interests of the Beneficial Owner of the Book Entry Bonds.
(E) Upon the termination of the services of DTC with respect to the Book Entry Bonds pursuant to subsection (D), or upon the discontinuance or termination of the services of DTC with respect to the Book Entry Bonds pursuant to subsection (B) or subsection (C), the Authority may within 90 days thereafter appoint a substitute Securities Depository which, in the opinion of the Authority, is willing and able to undertake the functions of DTC hereunder upon reasonable and customary terms. If no such successor can be found within such period, the Book Entry Bonds shall no longer be restricted to being registered in the registration books kept by the Bond Registrar, in the name of Cede, as nominee of DTC. In such event the Authority shall execute and the Bond Registrar shall authenticate Book Entry Bond certificates as requested by DTC of like principal amount, maturity and Series, in authorized denominations and the Bond Registrar shall deliver such certificates at its corporate trust office to the Beneficial Owners identified in writing by the Securities Depository and in replacement of such beneficial owners' beneficial interests in the Securities Depository NomineeBook Entry Bonds.
(F) Notwithstanding any other provision of this Trust Agreement to the contrary, so long as any Book Entry Bond is registered in the name of Cede, as holder nominee of DTC, all payments with respect to the principal or Redemption Price of, and interest on, such Book Entry Bond and all notices with respect to such Book Entry Bond shall be made and given, respectively, to DTC as the registered Holder of such Bonds.
(d) The Trustee shall pay all principal of, redemption premium, if any, and interest on Bonds issued under a book entry system, only to the Securities Depository, or the Securities Depository Nominee, as the case may be, for such Bonds, pursuant to a letter of representations or similar agreement with the Securities Depository and all such payments shall be valid and effectual to fully satisfy and discharge the obligations with respect to the principal of, redemption premium, if any, and interest on such Bonds. The Issuer and the Trustee acknowledge that the terms and provisions of such letter of representations or similar agreement shall govern in the event of any inconsistency between the provisions of this Indenture and such letter of representations or similar agreement.
(e) In the event that the Issuer determines, at the direction of the Company, to discontinue the book entry system of transfer for a series of Bonds, or that the interests of the beneficial owners of the Bonds of such series may be adversely affected if the book entry system is continued, then the Issuer shall notify the Securities Depository and the Trustee of such determination. In such event, the Issuer shall execute and the Trustee shall authenticate, register and deliver physical certificates in authorized denominations for Bonds of such series in exchange for the Bonds registered in the name of the Securities Depository Nominee, at the expense of the Company, to such Persons, and in such maturities and principal amounts, as may be designated by the Securities Depository, but without any liability on the part of the Issuer, the Company or the Trustee for the accuracy of such designation; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(f) In the event that the Securities Depository for a series of Bonds discontinues providing its services, the Issuer, at the direction of the Company, shall either engage the services of another Securities Depository or deliver physical certificates in the manner described in clause (e) above; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(gG) In connection with any notice or other communication to be provided to Holders of Book Entry Bonds registered in the holders name of a series of Bonds Cede pursuant to this Trust Agreement by the Issuer Authority or by the Trustee Bond Registrar with respect to any consent or other action to be taken by the holderssuch Holders, the Issuer or the Trustee, as the case may be, Authority shall establish a record date for such consent or other action by such Holders and give the Securities Depository Nominee DTC notice of such record date not less than fifteen (15) calendar days in advance of such record date to the extent possible. NEITHER THE AUTHORITY NOR THE REGISTRAR WILL HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO THE DTC PARTICIPANTS OR THE BENEFICIAL OWNERS WITH RESPECT TO (1) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DTC PARTICIPANT; (2) THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL AMOUNT, SINKING FUND INSTALLMENT FOR, REDEMPTION PRICE OF OR INTEREST ON THE BOOK ENTRY BONDS; (3) THE DELIVERY BY DTC OR ANY DTC PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE BOND RESOLUTION TO BE GIVEN TO BONDHOLDERS; (4) THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BOOK ENTRY BONDS; OR (5) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY CEDE & CO. AS THE NOMINEE OF DTC, AS REGISTERED OWNER. SO LONG AS CEDE & CO IS THE REGISTERED OWNER OF THE BOOK ENTRY BONDS, AS NOMINEE OF DTC, REFERENCES HEREIN TO THE BONDHOLDERS OR REGISTERED HOLDERS OF THE BOOK ENTRY BONDS SHALL MEAN CEDE & CO. AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE BOOK ENTRY BONDS.
(h) The Series 2013 Bonds shall be issued initially in the form of one global certificate, without coupons, in the aggregate principal amount of the Series 2013 Bonds, under the book entry system maintained by The Depository Trust Company, New York, New York ("DTC"), as the initial Securities Depository, and shall be registered in the name of Cede & Co., as the initial Securities Depository Nominee for the Series 2013 Bonds. As long as the Series 2013 Bonds are maintained by DTC under its book entry system, all payments with respect to the principal of and interest on the Series 2013 Bonds and notices to the holders of the Series 2013 Bonds shall be made and given, respectively, to DTC pursuant to a letter of representations with DTC.
Appears in 1 contract
Sources: Trust Agreement
Book-Entry System. (a) Notwithstanding anything to the contrary herein, so long as a series of Bonds is being held under a book entry system, transfers of beneficial ownership of the Bonds of such series will be effected pursuant to rules and procedures established Unless otherwise determined by the Securities Depository.
(b) As long as a book entry system is in effect for a series of Bonds, the Securities Depository Nominee will be recognized as the holder of the Bonds of such series for the purposes of (1) paying the principal of, redemption premium, if any, or interest on such Bonds, (2) if Bonds of such series are to be redeemed in part, selecting the portions of such Bonds to be redeemed, (3) giving any notice permitted or required to be given to holders under this Indenture, (4) registering the transfer of such Bonds, and (5) requesting any consent or other action to be taken by the holders of such Bonds, and for all other purposes whatsoever, and neither the Trustee nor the Issuer shall be affected by any notice to the contrary.
(c) Neither the Trustee nor the Issuer shall have any responsibility or obligation to any participant, any beneficial owner or any other person claiming a beneficial ownership in any Bonds which are registered to a Securities Depository Nominee under or through the Securities Depository with respect to any action taken by the Securities Depository and the Securities Depository Nominee, as holder of such Bonds.
(d) The Trustee shall pay all principal of, redemption premium, if any, and interest on Bonds issued under a book entry system, only to the Securities Depository, or the Securities Depository Nominee, as the case may be, for such Bonds, pursuant to a letter of representations or similar agreement with the Securities Depository and all such payments shall be valid and effectual to fully satisfy and discharge the obligations with respect to the principal of, redemption premium, if any, and interest on such Bonds. The Issuer and the Trustee acknowledge that the terms and provisions of such letter of representations or similar agreement shall govern in the event of any inconsistency between the provisions of this Indenture and such letter of representations or similar agreement.
(e) In the event that the Issuer determines, at the direction of the Company, to discontinue the book entry system of transfer for a series of Bonds, or that the interests of the beneficial owners of the Bonds of such series may be adversely affected if the book entry system is continued, then the Issuer shall notify the Securities Depository and the Trustee of such determination. In such event, the Issuer shall execute and the Trustee shall authenticate, register and deliver physical certificates in authorized denominations for Bonds of such series in exchange for the Bonds registered in the name of the Securities Depository Nominee, at the expense of the Company, to such Persons, and in such maturities and principal amounts, as may be designated by the Securities Depository, but without any liability on the part of the Issuer, the Company or the Trustee for the accuracy of such designation; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(f) In the event that the Securities Depository for a series of Bonds discontinues providing its services, the Issuer, at the direction of the Company, shall either engage the services of another Securities Depository or deliver physical certificates in the manner described in clause (e) above; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(g) In connection with any notice or other communication to be provided to the holders of a series of Bonds by the Issuer or by the Trustee with respect to any consent or other action to be taken by the holders, the Issuer or the Trustee, as the case may be, shall establish a record date for such consent or other action and give the Securities Depository Nominee notice of such record date not less than fifteen (15) days in advance of such record date to the extent possible.
(h) The Series 2013 Bonds shall be issued initially in the form of one global certificatea separate single certificated fully registered Bond, without coupons, in the aggregate principal amount of the Series 2013 Bonds, under the book entry system maintained by The Depository Trust Company, New York, New York ("DTC"), as the initial Securities Depository, and shall be registered in the name of Cede & Co., as nominee of DTC, or any successor nominee (the initial Securities Depository "Nominee"). The actual owners of the Bonds (the "Beneficial Owners") will not receive -27- Forsyth Series 1998B Trust Indenture physical delivery of Bond certificates except as provided herein. Except as provided in paragraph (d) below, all of the Outstanding Bonds shall be so registered in the registration books kept by the registrar, and the provisions of this Section shall apply thereto.
(b) With respect to Bonds registered on the registration books kept by the Registrar in the name of the Nominee, the Issuer, the Company, the Paying Agent, the Trustee and the Remarketing Agent shall have no responsibility or obligation to any DTC Participant or the Beneficial Owners. Without limiting the immediately preceding sentence, the Issuer, the Company, the Paying Agent, the Trustee and the Remarketing Agent shall have no responsibility or obligation to DTC, any DTC Participant or any Beneficial Owner with respect to (1) the accuracy of the records of DTC, the Nominee or any DTC Participant with respect to any ownership interest in the Bonds, (2) the delivery by DTC or any DTC Participant of any notice with respect to the Bonds, including any notice of redemption, or (3) the payment to any DTC Participant or Beneficial Owner of any amount with respect to principal or purchase price of, or premium, if any, or interest on, the Bonds. The Issuer, the Company, the Paying Agent, the Trustee and the Remarketing Agent may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal purchase price, premium and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Paying Agent shall pay all principal of and premium if any, and interest on, the Bonds only to or upon the order of the respective Owners, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to payment of principal of, and premium, if any, and interest on, the Bonds to the extent of the sum or sums so paid. No person other than an Owner, as shown in the registration books kept by the Registrar, shall receive a certificated Bond evidencing the obligation of the Issuer to make payments of principal premium if any, and interest pursuant to this Indenture.
(c) The Issuer, the Paying Agent, the Remarketing Agent and the Trustee shall execute and deliver to DTC a letter of representations in customary form with respect to the Bonds in book-entry form (the "DTC Representation Letter"), but such DTC Representation Letter shall not in any way limit the provisions of the foregoing paragraph (b) or in any other way impose upon the Issuer, the Trustee or the Paying Agent any obligation whatsoever with respect to persons having interests in the Bonds other than the Owners, as shown on the registration books kept by the Registrar. The Trustee, the Remarketing Agent and the Paying Agent shall take all action necessary for all representations of the Issuer in the DTC Representation Letter with respect to the Trustee, the Remarketing Agent and the Paying Agent to be compiled with at all times, including but not limited to, the giving of all notices required under the DTC Representation Letter. The Trustee and Paying Agent are hereby authorized by the Issuer to enter into the DTC Representation Letter.
(d) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving reasonable notice to the Issuer or the Trustee and discharging its responsibilities with respect thereto under applicable law. The Issuer, with the consent of the -28- Forsyth Series 2013 1998B Trust Indenture Company, may terminate the services of DTC with respect to the Bonds. As Upon the discontinuance or termination of the services of DTC with respect to the Bonds, unless a substitute securities depository is appointed to undertake the functions of DTC hereunder, the Issuer, at the expense of the Company, is obligated to deliver Bond certificates to the Beneficial Owners of such Bonds, as described in this Indenture, and such Bonds shall no longer be restricted to being registered in the registration books kept by the Registrar in the name of the Nominee, but may be registered in whatever name or names Owners transferring or exchanging Bonds shall designate, in accordance with the provisions of this Indenture.
(e) Notwithstanding any other provision of this Indenture to the contrary, so long as any Bond is registered in the Series 2013 Bonds are maintained by DTC under its book entry systemname of the Nominee, all payments with respect to the principal or purchase price of or, premium if any, and interest on the Series 2013 Bonds such Bond and all notices with respect to the holders of the Series 2013 Bonds such Bond shall be made and given, respectively, in the manner provided in the DTC Representation Letter. Owners shall have no lien or security interest in any rebate or refund paid by DTC to the Paying Agent which arises from the payment by the Paying Agent of principal of, or premium, if any, or interest on, the Bonds in immediately available funds to DTC.
(f) So long as any Bond is held in book-entry form a Beneficial Owner (through its DTC Participant) shall give notice to the Trustee to elect to have its Bonds purchased, and shall effect delivery of such Bonds by causing such DTC Participant to transfer its interest in the Bonds equal to such Beneficial Owner's interest on the records of DTC to the Trustee's participant account with DTC. The requirement for physical delivery of the Bonds in connection with any purchase pursuant to a letter Section 3.01 and Section 3.02 hereof shall be deemed satisfied when the ownership rights in the Bonds are transferred by DTC Participants on the records of representations with DTCDTC to the Trustee's participant account.
Appears in 1 contract
Sources: First Supplemental Trust Indenture (Enron Corp/Or/)
Book-Entry System. During the Cash Collateralized Mode:
(a) Notwithstanding anything to Except as provided in subparagraph (c) of this Section 2.11, the contrary herein, so long as a series registered owner of Bonds is being held under a book entry system, transfers of beneficial ownership all of the Bonds shall be, and the Bonds shall be registered in the name of, Cede & Co. (“Cede”), as nominee of such series will The Depository Trust Company (“DTC”). Payment of semi-annual interest for any Bonds shall be effected pursuant made by transfer of same-day funds to rules and procedures established the account of Cede on the interest payment date for the Bonds at the address indicated for Cede in the registration books of the Issuer kept by the Securities DepositoryTrustee.
(b) As long The Bonds shall be initially issued in the form of a separate single fully registered bond in the amount of each separately stated maturity of the Bonds. Upon initial issuance, the ownership of such Bonds shall be registered in the registry books of the Issuer kept by the Trustee in the name of Cede, as nominee of DTC. With respect to Bonds registered in the registry books kept by the Trustee in the name of Cede, as nominee of DTC, the Issuer and the Trustee shall have no responsibility or obligation to any participant of DTC (a book entry system is “Participant”) or to any person for whom a Participant acquires an interest in effect for the Bonds (a series “Beneficial Owner”). Without limiting the immediately preceding sentence, the Issuer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede or any Participant with respect to any ownership interest in the Bonds, (ii) the Securities Depository Nominee will be recognized as delivery to any Participant, any Beneficial Owner or any other person, other than DTC, of any notice with respect to the holder Bonds, or (iii) the payment to any Participant, any Beneficial Owner or any other person, other than DTC, of the Bonds of such series for the purposes of (1) paying any amount with respect to the principal of, redemption premium, if any, of or interest on such the Bonds, (2) if Bonds of such series are . The Issuer and the Trustee may treat as and deem DTC to be redeemed in part, selecting the portions absolute owner of each Bond for the purpose of payment of the principal of and interest on such Bonds to be redeemed, (3) giving any notice permitted or required to be given to holders under this Indenture, (4) registering the transfer of such BondsBond, and (5) requesting any consent or other action matters with respect to be taken by such Bond, for the holders purpose of registering transfers with respect to such BondsBond, and for all other purposes whatsoever, and neither the Trustee nor the Issuer shall be affected by any notice to the contrary.
(c) Neither the Trustee nor the Issuer shall have any responsibility or obligation to any participant, any beneficial owner or any other person claiming a beneficial ownership in any Bonds which are registered to a Securities Depository Nominee under or through the Securities Depository with respect to any action taken by the Securities Depository and the Securities Depository Nominee, as holder of such Bonds.
(d) . The Trustee shall pay all principal of, redemption premium, if any, of and interest on the Bonds issued under a book entry system, only to or upon the Securities Depositoryorder of DTC, or the Securities Depository Nominee, as the case may be, for such Bonds, pursuant to a letter of representations or similar agreement with the Securities Depository and all such payments shall be valid and effectual effective to fully satisfy and discharge the Issuer’s obligations with respect to the principal of, redemption premium, if any, and interest on such Bonds. The Issuer and the Trustee acknowledge that the terms and provisions of such letter of representations or similar agreement shall govern in the event of any inconsistency between the provisions of this Indenture and such letter of representations or similar agreement.
(e) In the event that the Issuer determines, at the direction of the Company, to discontinue the book entry system of transfer for a series of Bonds, or that the interests of the beneficial owners of the Bonds of such series may be adversely affected if the book entry system is continued, then the Issuer shall notify the Securities Depository and the Trustee of such determination. In such event, the Issuer shall execute and the Trustee shall authenticate, register and deliver physical certificates in authorized denominations for Bonds of such series in exchange for the Bonds registered in the name of the Securities Depository Nominee, at the expense of the Company, to such Persons, and in such maturities and principal amounts, as may be designated by the Securities Depository, but without any liability on the part of the Issuer, the Company or the Trustee for the accuracy of such designation; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(f) In the event that the Securities Depository for a series of Bonds discontinues providing its services, the Issuer, at the direction of the Company, shall either engage the services of another Securities Depository or deliver physical certificates in the manner described in clause (e) above; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(g) In connection with any notice or other communication to be provided to the holders of a series of Bonds by the Issuer or by the Trustee with respect to any consent or other action to be taken by the holders, the Issuer or the Trustee, as the case may be, shall establish a record date for such consent or other action and give the Securities Depository Nominee notice of such record date not less than fifteen (15) days in advance of such record date to the extent possible.
(h) The Series 2013 Bonds shall be issued initially in the form of one global certificate, without coupons, in the aggregate principal amount of the Series 2013 Bonds, under the book entry system maintained by The Depository Trust Company, New York, New York ("DTC"), as the initial Securities Depository, and shall be registered in the name of Cede & Co., as the initial Securities Depository Nominee for the Series 2013 Bonds. As long as the Series 2013 Bonds are maintained by DTC under its book entry system, all payments with respect to the principal of and interest on the Series 2013 Bonds and notices to the holders extent of the Series 2013 Bonds shall sum or sums so paid. Payments of principal may be made without requiring the surrender of the Bonds, and given, respectively, the Issuer and Trustee shall not be liable for the failure of DTC or any successor thereto to properly indicate on the Bonds the payment of such principal. No person other than DTC shall receive a Bond evidencing the obligation of the Issuer to make payments of principal of and interest on the Bonds pursuant to this Indenture. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a letter new nominee in place of representations with Cede, and subject to the transfer provisions hereof, the word “Cede” in this Indenture shall refer to such new nominee of DTC.
(c) (i) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Issuer and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is not a successor securities depository), Bond certificates will be delivered as described in this Indenture.
Appears in 1 contract
Sources: Trust Indenture
Book-Entry System. (a) Notwithstanding anything to All Bonds shall be initially issued in the contrary hereinform of a separate single certificated fully registered Bond for each maturity date of the Bonds. Upon initial issuance, so long as a series of Bonds is being held under a book entry system, transfers of beneficial the ownership of each Bond shall be registered in the Bond Register in the name of Cede & Co., as nominee of DTC. Except as provided in Section 2.10(d) hereof, all Outstanding Bonds shall be registered in the Bond Register in the name of such series will be effected pursuant to rules and procedures established by the Securities DepositoryCede & Co., as nominee of DTC.
(b) As long With respect to Bonds registered in the Bond Register in the name of Cede & Co., as a book entry system is nominee of DTC, the Authority and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in effect for a series of the Bonds, (ii) the Securities Depository Nominee will be recognized delivery to any DTC Participant or any other person, other than an Owner, as shown in the holder Bond Register, of any notice with respect to the Bonds Bonds, including any notice of such series for redemption, or (iii) the purposes payment to any DTC Participant or any other person, other than an Owner, as shown in the Bond Register, of (1) paying the any amount with respect to principal of, redemption premium, if any, or interest on such the Bonds, (2) if Bonds . The Authority and the Trustee may treat and consider the person in whose name each Bond is registered in the Bond Register as the holder and absolute owner of such series are to be redeemed in partBond for the purpose of payment of principal, selecting the portions of such Bonds to be redeemed, (3) giving any notice permitted or required to be given to holders under this Indenture, (4) registering the transfer of such Bonds, and (5) requesting any consent or other action to be taken by the holders of such Bonds, and for all other purposes whatsoever, and neither the Trustee nor the Issuer shall be affected by any notice to the contrary.
(c) Neither the Trustee nor the Issuer shall have any responsibility or obligation to any participant, any beneficial owner or any other person claiming a beneficial ownership in any Bonds which are registered to a Securities Depository Nominee under or through the Securities Depository with respect to any action taken by the Securities Depository and the Securities Depository Nominee, as holder of such Bonds.
(d) The Trustee shall pay all principal of, redemption premium, if any, and interest on Bonds issued under a book entry system, only to the Securities Depository, or the Securities Depository Nominee, as the case may be, for such Bonds, pursuant to a letter of representations or similar agreement with the Securities Depository and all such payments shall be valid and effectual to fully satisfy and discharge the obligations with respect to the principal of, redemption premium, if any, and interest on such BondsBond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Issuer Trustee shall pay all principal of, premium, if any, and interest on the Trustee acknowledge that Bonds only to or upon the terms and provisions order of such letter of representations or similar agreement shall govern the respective Owners, as shown in the event Bond Register, as provided in Section 2.08 hereof, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Authority’s obligations with respect to payment of any inconsistency between principal of, premium, if any, and interest on the provisions of this Indenture and such letter of representations or similar agreement.
(e) In Bonds to the event that the Issuer determines, at the direction extent of the Companysum or sums so paid. No person other than an Owner, to discontinue as shown in the book entry system of transfer for Bond Register, shall receive a series of Bonds, or that certificated Bond evidencing the interests obligation of the beneficial owners Authority to make payments of the Bonds of such series may be adversely affected principal, premium, if the book entry system is continuedany, then the Issuer shall notify the Securities Depository and interest pursuant to this Indenture. Upon delivery by DTC to the Trustee of such determination. In such event, the Issuer shall execute and the Trustee shall authenticate, register and deliver physical certificates in authorized denominations for Bonds of such series in exchange for the Bonds registered in the name of the Securities Depository Nominee, at the expense of the Company, to such Persons, and in such maturities and principal amounts, as may be designated by the Securities Depository, but without any liability on the part of the Issuer, the Company or the Trustee for the accuracy of such designation; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(f) In the event that the Securities Depository for a series of Bonds discontinues providing its services, the Issuer, at the direction of the Company, shall either engage the services of another Securities Depository or deliver physical certificates in the manner described in clause (e) above; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(g) In connection with any written notice or other communication to be provided to the holders of effect that DTC has determined to substitute a series of Bonds by the Issuer or by the Trustee with respect to any consent or other action to be taken by the holders, the Issuer or the Trustee, as the case may be, shall establish a record date for such consent or other action and give the Securities Depository Nominee notice of such record date not less than fifteen (15) days new nominee in advance of such record date to the extent possible.
(h) The Series 2013 Bonds shall be issued initially in the form of one global certificate, without coupons, in the aggregate principal amount of the Series 2013 Bonds, under the book entry system maintained by The Depository Trust Company, New York, New York ("DTC"), as the initial Securities Depository, and shall be registered in the name place of Cede & Co., and subject to the provisions herein with respect to record dates, the word “Cede & Co.” in this Indenture shall refer to such new nominee of DTC.
(c) The delivery of the Representation Letter by the Authority and the Trustee shall not in any way limit the provisions of Section 2.10(b) hereof or in any other way impose upon the Authority or the Trustee any obligation whatsoever with respect to persons having interests in the Bonds other than the Owners, as shown on the initial Securities Depository Nominee Bond Register. The Trustee shall take all action necessary for all representations in the Series 2013 Bonds. As long as the Series 2013 Bonds are maintained by DTC under its book entry system, all payments Representation Letter with respect to the principal of and interest on the Series 2013 Bonds and notices Trustee to be complied with at all times.
(d) (i) DTC may determine to discontinue providing its services with respect to the holders of Bonds at any time by giving written notice to the Series 2013 Bonds shall be made Authority and given, respectively, to DTC pursuant to a letter of representations the Trustee and discharging its responsibilities with DTCrespect thereto under applicable law.
Appears in 1 contract
Sources: Indenture of Trust
Book-Entry System. (a) Notwithstanding anything to DTC will act as the contrary herein, so long as a series of Bonds is being held under a book entry system, transfers of beneficial ownership of the Bonds of such series will be effected pursuant to rules and procedures established by the Securities Depository.
(b) As long as a book entry system is in effect for a series of Bonds, the initial Securities Depository Nominee will be recognized as the holder of the Bonds of such series for the purposes of (1) paying the principal of, redemption premium, if any, or interest on such Bonds, (2) if Bonds of such series are to be redeemed in part, selecting the portions of such Bonds to be redeemed, (3) giving any notice permitted or required to be given to holders under this Indenture, (4) registering the transfer of such Bonds, and (5) requesting any consent or other action to be taken by the holders of such Bonds, and for all other purposes whatsoever, and neither the Trustee nor the Issuer shall be affected by any notice to the contrary.
(c) Neither the Trustee nor the Issuer shall have any responsibility or obligation to any participant, any beneficial owner or any other person claiming a beneficial ownership in any Bonds which are registered to a Securities Depository Nominee under or through the Securities Depository with respect to any action taken by the Securities Depository and the Securities Depository Nominee, as holder of such Bonds.
(d) The Trustee shall pay all principal of, redemption premium, if any, and interest on Bonds issued under a book entry system, only to the Securities Depository, or the Securities Depository Nominee, as the case may be, for such Bonds, pursuant to a letter of representations or similar agreement with the Securities Depository and all such payments shall be valid and effectual to fully satisfy and discharge the obligations with respect to the principal of, redemption premium, if any, and interest on such Bonds. The Issuer and the Trustee acknowledge that the terms and provisions of such letter of representations or similar agreement shall govern in the event of any inconsistency between the provisions of this Indenture and such letter of representations or similar agreement.
(e) In the event that the Issuer determines, at the direction of the Company, to discontinue the book entry system of transfer for a series of Bonds, or that the interests of the beneficial owners of the Bonds of such series may be adversely affected if the book entry system is continued, then the Issuer shall notify the Securities Depository and the Trustee of such determination. In such event, the Issuer shall execute and the Trustee shall authenticate, register and deliver physical certificates in authorized denominations for Bonds of such series in exchange for the Bonds registered in the name of the Securities Depository Nominee, at the expense of the Company, to such Persons, and in such maturities and principal amounts, as may be designated by the Securities Depository, but without any liability on the part of the Issuer, the Company or the Trustee for the accuracy of such designation; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(f) In the event that the Securities Depository for a series of Bonds discontinues providing its services, the Issuer, at the direction of the Company, shall either engage the services of another Securities Depository or deliver physical certificates in the manner described in clause (e) above; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(g) In connection with any notice or other communication to be provided to the holders of a series of Bonds by the Issuer or by the Trustee with respect to any consent or other action to be taken by the holders, the Issuer or the Trustee, as the case may be, shall establish a record date for such consent or other action and give the Securities Depository Nominee notice of such record date not less than fifteen (15) days in advance of such record date to the extent possible.
(h) The Series 2013 Bonds shall be initially issued initially in the form of one global certificate, without coupons, in the aggregate principal amount of the Series 2013 Bonds, under the book entry system maintained by The Depository Trust Company, New York, New York ("DTC"), as the initial Securities Depository, and shall be a single fully registered Bond registered in the name of Cede & Co., as nominee for DTC, as Registered Owner of the initial Bonds, and held in the custody of DTC. So long as Cede & Co. is the Registered Owner of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or holders of the Bonds shall mean Cede & Co. and shall not mean the beneficial owners of the Bonds.
(b) While DTC is the Securities Depository, the ownership interest of each of the beneficial owners of the Bonds will be recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the beneficial owners of the Bonds.
(c) With respect to Bonds registered in the name of the Securities Depository, the Authority, the Bond Registrar, the Paying Agent, any co-paying agent and the Trustee shall have no responsibility or obligation to any Person on behalf of whom such Securities Depository Nominee for holds an interest in the Series 2013 Bonds, except as provided in this Indenture. As long Without limiting the immediately preceding sentence, the Authority, the Bond Registrar, the Paying Agent, any co-paying agent and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Securities Depository with respect to any ownership interest in the Bonds, (ii) the delivery to any Person, other than a Bondholder, as shown on the Series 2013 Bonds are maintained by DTC under its book entry systemBond Register, all payments of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Person, other than a Registered Owner, as shown in the Bond Register of any amount with respect to principal of, premium, if any, or interest on, the Bonds.
(d) Notwithstanding any other provisions of this Indenture to the contrary, the Authority, the Bond Registrar, the Paying Agent, any co-paying agent and the Trustee shall be entitled to treat and consider the Person in whose name each Bond is registered in the Bond Register as the absolute owner of such Bond for the purpose of payment of principal, premium, if any, and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Paying Agent shall pay all principal of, premium, if any, and interest on the Series 2013 Bonds only to or upon the order of the respective owners, as shown in the Bond Register as provided in this Indenture, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Authority's obligations with respect to payment of principal of, premium, if any, and interest on, the Bonds to the extent of the sum or sums so paid.
(e) No Person other than a Registered Owner, as shown in the Bond Register, shall receive a Bond certificate evidencing the obligation of the Authority to make payments of principal, premium, if any, and interest, pursuant to this Indenture.
(f) Except in the case of payment upon maturity or redemption if the book-entry system is not in effect, any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of the Securities Depository, of the transfer of the beneficial owner's interest in such Bond.
(g) So long as the book-entry system is in effect, the Trustee, the Paying Agent, any co-paying agent and the Bond Registrar shall comply with the terms of the DTC Letter.
(h) The Securities Depository may determine to discontinue providing its service with respect to the Bonds at any time by giving reasonable written notice and all relevant information on the beneficial owners of the Bonds, which shall include, without limitation, the name, address of record and taxpayer identification number of each such beneficial owner of the Bonds, to the Authority and the Trustee. If there is no successor Securities Depository appointed by the Authority, the Trustee, based solely upon information provided to it in writing by the Securities Depository, which shall include, without limitation, the name, address of record and taxpayer identification number of each such beneficial owner of the Bonds, shall authenticate and deliver Bonds to the beneficial owners thereof. In the event that the Company determines that the Securities Depository is incapable of discharging its responsibilities described herein or in any agreement among the Authority, the Trustee and the Securities Depository, the Authority, at the direction of the Company, shall (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities Exchange Act of 1934, as amended, notify the Securities Depository of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository or (ii) notify the Securities Depository and the beneficial owners, identified by the Securities Depository, of the availability through the Securities Depository of Bonds and notices transfer one or more separate Bonds to the holders beneficial owners, identified in writing by the Securities Depository as having Bonds credited to their accounts. In such event, the Bonds shall no longer be restricted to being registered in the Bond Register in the name of the Series 2013 Securities Depository, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names Bondholders transferring or exchanging Bonds shall designate, in accordance with the provisions of this Indenture. Upon the written consent of 100% of the beneficial owners of the Bonds, the Trustee, in accordance with any agreement among the Authority, the Trustee, and the Securities Depository, shall withdraw the Bonds from the Securities Depository, and authenticate and deliver Bonds fully registered to the assignees of the Securities Depository or its nominee. If the request for such withdrawal is not the result of any Authority action or inaction, such withdrawal, authentication and delivery shall be made at the cost and givenexpense (including costs of printing, respectivelypreparing and delivering such Bonds) of the Persons requesting such withdrawal, authentication and delivery. In connection with any proposed transfer outside the book-entry system, the Authority or the Company shall provide or cause to DTC pursuant be provided to a letter 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 under Code Section 6045. The Trustee may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of representations with DTCsuch information.
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Book-Entry System. (a) Notwithstanding anything to the contrary herein, so long as a series of Bonds is being held under a book entry system, transfers of beneficial ownership of the Bonds of such series will be effected pursuant to rules and procedures established by the Securities Depository.
(b) As long as a book entry system is in effect for a series of Bonds, the Securities Depository Nominee will be recognized as the holder of the Bonds of such series for the purposes of (1) paying DTC will act as the principal of, redemption premium, if any, or interest on such Bonds, (2) if Bonds of such series are to be redeemed in part, selecting the portions of such Bonds to be redeemed, (3) giving any notice permitted or required to be given to holders under this Indenture, (4) registering the transfer of such Bonds, and (5) requesting any consent or other action to be taken by the holders of such Bonds, and for all other purposes whatsoever, and neither the Trustee nor the Issuer shall be affected by any notice to the contrary.
(c) Neither the Trustee nor the Issuer shall have any responsibility or obligation to any participant, any beneficial owner or any other person claiming a beneficial ownership in any Bonds which are registered to a initial Securities Depository Nominee under or through for the Securities Depository with respect to any action taken by the Securities Depository and the Securities Depository Nominee, as holder of such Bonds.
(d) The Trustee shall pay all principal of, redemption premium, if any, and interest on Bonds issued under a book entry system, only to the Securities Depository, or the Securities Depository Nominee, as the case may be, for such Bonds, pursuant to a letter of representations or similar agreement with the Securities Depository and all such payments shall be valid and effectual to fully satisfy and discharge the obligations with respect to the principal of, redemption premium, if any, and interest on such Bonds. The Issuer and the Trustee acknowledge that the terms and provisions of such letter of representations or similar agreement shall govern in the event of any inconsistency between the provisions of this Indenture and such letter of representations or similar agreement.
(e) In the event that the Issuer determines, at the direction of the Company, to discontinue the book entry system of transfer for a series of Bonds, or that the interests of the beneficial owners of the Bonds of such series may be adversely affected if the book entry system is continued, then the Issuer shall notify the Securities Depository and the Trustee of such determination. In such event, the Issuer shall execute and the Trustee shall authenticate, register and deliver physical certificates in authorized denominations for Bonds of such series in exchange for the Bonds registered in the name of the Securities Depository Nominee, at the expense of the Company, to such Persons, and in such maturities and principal amounts, as may be designated by the Securities Depository, but without any liability on the part of the Issuer, the Company or the Trustee for the accuracy of such designation; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(f) In the event that the Securities Depository for a series of Bonds discontinues providing its services, the Issuer, at the direction of the Company, shall either engage the services of another Securities Depository or deliver physical certificates in the manner described in clause (e) above; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(g) In connection with any notice or other communication to be provided to the holders of a series of Bonds by the Issuer or by the Trustee with respect to any consent or other action to be taken by the holders, the Issuer or the Trustee, as the case may be, shall establish a record date for such consent or other action and give the Securities Depository Nominee notice of such record date not less than fifteen (15) days in advance of such record date to the extent possible.
(h) The Series 2013 Bonds shall be initially issued initially in the form of one global certificate, without coupons, in the aggregate principal amount of the Series 2013 Bonds, under the book entry system maintained by The Depository Trust Company, New York, New York ("DTC"), as the initial Securities Depository, and shall be a single fully registered Bond registered in the name of Cede & Co., as nominee for DTC, as Registered Owner of the initial Bonds, and held in the custody of DTC. So long as Cede & Co. is the Registered Owner of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or holders of the Bonds shall mean Cede & Co. and shall not mean the beneficial owners of the Bonds.
(2) While DTC is the Securities Depository, the ownership interest of each of the beneficial owners of the Bonds will be recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the beneficial owners of the Bonds.
(3) With respect to Bonds registered in the name of the Securities Depository, the Authority, the Bond Registrar, the Paying Agent, any co-paying agent and the Trustee shall have no responsibility or obligation to any Person on behalf of whom such Securities Depository Nominee for holds an interest in the Series 2013 Bonds, except as provided in this Indenture. As long Without limiting the immediately preceding sentence, the Authority, the Bond Registrar, the Paying Agent, any co-paying agent and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Securities Depository with respect to any ownership interest in the Bonds, (ii) the delivery to any Person, other than a Bondholder, as shown on the Series 2013 Bonds are maintained by DTC under its book entry systemBond Register, all payments of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Person, other than a Registered Owner, as shown in the Bond Register of any amount with respect to principal of, premium, if any, or interest on, the Bonds.
(4) Notwithstanding any other provisions of this Indenture to the contrary, the Authority, the Bond Registrar, the Paying Agent, any co-paying agent and the Trustee shall be entitled to treat and consider the Person in whose name each Bond is registered in the Bond Register as the absolute owner of such Bond for the purpose of payment of principal, premium, if any, and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Paying Agent shall pay all principal of, premium, if any, and interest on the Series 2013 Bonds only to or upon the order of the respective owners, as shown in the Bond Register as provided in this Indenture, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Authority's obligations with respect to payment of principal of, premium, if any, and interest on, the Bonds to the extent of the sum or sums so paid.
(5) No Person other than a Registered Owner, as shown in the Bond Register, shall receive a Bond certificate evidencing the obligation of the Authority to make payments of principal, premium, if any, and interest, pursuant to this Indenture.
(6) Except in the case of payment upon maturity or redemption if the book-entry system is not in effect, any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of the Securities Depository, of the transfer of the beneficial owner's interest in such Bond.
(7) So long as the book-entry system is in effect, the Trustee, the Paying Agent, any co-paying agent and the Bond Registrar shall comply with the terms of the DTC Letter.
(8) The Securities Depository may determine to discontinue providing its service with respect to the Bonds at any time by giving reasonable written notice and all relevant information on the beneficial owners of the Bonds, which shall include, without limitation, the name, address of record and taxpayer identification number of each such beneficial owner of the Bonds, to the Authority and the Trustee. If there is no successor Securities Depository appointed by the Authority, the Trustee, based solely upon information provided to it in writing by the Securities Depository, which shall include, without limitation, the name, address of record and taxpayer identification number of each such beneficial owner of the Bonds, shall authenticate and deliver Bonds to the beneficial owners thereof. In the event that the Company determines that the Securities Depository is incapable of discharging its responsibilities described herein or in any agreement among the Authority, the Trustee and the Securities Depository, the Authority, at the direction of the Company, shall (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities Exchange Act of 1934, as amended, notify the Securities Depository of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository or (ii) notify the Securities Depository and the beneficial owners, identified by the Securities Depository, of the availability through the Securities Depository of Bonds and notices transfer one or more separate Bonds to the holders beneficial owners, identified in writing by the Securities Depository as having Bonds credited to their accounts. In such event, the Bonds shall no longer be restricted to being registered in the Bond Register in the name of the Series 2013 Securities Depository, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names Bondholders transferring or exchanging Bonds shall designate, in accordance with the provisions of this Indenture. Upon the written consent of 100% of the beneficial owners of the Bonds, the Trustee, in accordance with any agreement among the Authority, the Trustee, and the Securities Depository, shall withdraw the Bonds from the Securities Depository, and authenticate and deliver Bonds fully registered to the assignees of the Securities Depository or its nominee. If the request for such withdrawal is not the result of any Authority action or inaction, such withdrawal, authentication and delivery shall be made at the cost and givenexpense (including costs of printing, respectivelypreparing and delivering such Bonds) of the Persons requesting such withdrawal, authentication and delivery. In connection with any proposed transfer outside the book-entry system, the Authority or the Company shall provide or cause to DTC pursuant be provided to a letter 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 under Code Section 6045. The Trustee may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of representations with DTCsuch information.
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Book-Entry System. (a) Notwithstanding anything to the contrary herein, so long The Bonds shall be initially issued as a series single Bond registered in the name of Bonds is being held under a book entry systemCede & Co. (“Cede”), transfers as nominee of beneficial ownership DTC, in the registration books kept by the Registrar. Except as provided in subsection (c) below, all of the Bonds of such series will outstanding from time to time shall be effected pursuant to rules and procedures established registered in the registration books kept by the Securities Depository.
Registrar in the name of Cede, as nominee of DTC. With respect to Bonds registered in the registration books kept by the Registrar in the name of Cede, as nominee of DTC, the Issuer, the Trustee, the Registrar and the Paying Agent shall have no responsibility or obligation to any Participant or to any Person on behalf of which a Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the Issuer, the Trustee, the Registrar and the Paying Agent shall have no responsibility or obligation with respect to (bi) As long as a book entry system is the accuracy of the records of DTC, Cede or any Participant with respect to any ownership interest in effect for a series of the Bonds, (ii) the Securities Depository Nominee will be recognized delivery to any Participant or any other Person, other than an Owner as shown in the holder registration books kept by the Registrar, of any notice with respect to the Bonds Bonds, including any notice of such series for redemption, or (iii) the purposes payment to any Participant or any other Person, other than an Owner, as shown in the registration books kept by the Registrar, of (1) paying any amount with respect to the principal of, redemption of or premium, if any, or interest on such the Bonds. The Issuer, (2) if Bonds the Trustee, the Registrar and the Paying Agent may treat and consider the Person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such series are Bond for the purpose of payment of principal, premium and interest with respect to be redeemed in partsuch Bond, selecting for the portions purpose of giving notices of redemption and other matters with respect to such Bonds Bond, for the purpose of registering transfers with respect to be redeemed, (3) giving any notice permitted or required to be given to holders under this Indenture, (4) registering the transfer of such Bonds, and (5) requesting any consent or other action to be taken by the holders of such Bonds, Bond and for all other purposes whatsoever, and neither the Trustee nor the Issuer shall be affected by any notice to the contrary.
(c) Neither the Trustee nor the Issuer shall have any responsibility or obligation to any participant, any beneficial owner or any other person claiming a beneficial ownership in any Bonds which are registered to a Securities Depository Nominee under or through the Securities Depository with respect to any action taken by the Securities Depository and the Securities Depository Nominee, as holder of such Bonds.
(d) . The Trustee Paying Agent shall pay all principal of, redemption of and premium, if any, and interest on the Bonds issued under a book entry system, only to the Securities Depository, or the Securities Depository Nomineerespective Owners, as shown in the case may beregistration books kept by the Registrar, for such Bondsas provided in 2.01 hereof, pursuant to a letter of representations or similar agreement with the Securities Depository and all such payments shall be valid and effectual effective to fully satisfy and discharge the Issuer’s obligations with respect to payment of principal of and premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. So long as the book-entry system described above shall be in effect, no Person other than an Owner, as shown in the registration books kept by the Registrar, shall receive a Bond certificate evidencing the obligation of the Issuer to make payments of principal, premium, if any, and interest pursuant to the Indenture. Upon delivery by DTC to the Issuer or the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the provisions herein with respect to record dates, the word “Cede” in this Indenture shall refer to such new nominee of DTC; and upon receipt of such a notice the receiving party shall promptly deliver a copy of the same to the other such party, the Registrar and the Paying Agent.
(b) The Issuer’s execution and delivery of the Letter of Representations shall not in any way limit the provisions of this Section 2.11 or in any other way impose upon the Issuer any obligation whatsoever with respect to Persons having interests in the Bonds other than the Owners as shown on the registration books kept by the Registrar. The Trustee shall take all action necessary for all representations of the Issuer in the Letter of Representations with respect to the Trustee, the Paying Agent and the Registrar to be complied with at all times.
(c) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving reasonable notice to the Issuer or the Trustee and discharging its responsibilities with respect thereto under applicable law. The Issuer, with the consent of the Company, may terminate the services of DTC with respect to the Bonds. In accordance with Section 2.01(e) hereof, upon the discontinuance or termination of the services of DTC with respect to the Bonds, the Issuer and the Trustee, at the direction of the Company, may select and enter into arrangements with a substitute Securities Depository. Unless a substitute Securities Depository is appointed to undertake the functions of DTC hereunder, the Bonds shall no longer be restricted to being registered in the registration books kept by the Registrar in the name of Cede, as nominee of DTC, but may be registered in whatever name or names Owners transferring or exchanging Bonds shall designate in accordance with the provisions of Section 2.07 hereof.
(d) Notwithstanding any other provision of this Indenture to the contrary, so long as any Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to principal of, redemption of and premium, if any, and interest on such Bonds. The Issuer Bond and the Trustee acknowledge that the terms and provisions of such letter of representations or similar agreement shall govern in the event of any inconsistency between the provisions of this Indenture and such letter of representations or similar agreement.
(e) In the event that the Issuer determines, at the direction of the Company, to discontinue the book entry system of transfer for a series of Bonds, or that the interests of the beneficial owners of the Bonds of such series may be adversely affected if the book entry system is continued, then the Issuer shall notify the Securities Depository and the Trustee of such determination. In such event, the Issuer shall execute and the Trustee shall authenticate, register and deliver physical certificates in authorized denominations for Bonds of such series in exchange for the Bonds registered in the name of the Securities Depository Nominee, at the expense of the Company, to such Persons, and in such maturities and principal amounts, as may be designated by the Securities Depository, but without any liability on the part of the Issuer, the Company or the Trustee for the accuracy of such designation; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(f) In the event that the Securities Depository for a series of Bonds discontinues providing its services, the Issuer, at the direction of the Company, shall either engage the services of another Securities Depository or deliver physical certificates in the manner described in clause (e) above; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(g) In connection with any notice or other communication to be provided to the holders of a series of Bonds by the Issuer or by the Trustee all notices with respect to any consent or other action to be taken by the holders, the Issuer or the Trustee, as the case may be, shall establish a record date for such consent or other action and give the Securities Depository Nominee notice of such record date not less than fifteen (15) days in advance of such record date to the extent possible.
(h) The Series 2013 Bonds shall be issued initially in the form of one global certificate, without coupons, in the aggregate principal amount of the Series 2013 Bonds, under the book entry system maintained by The Depository Trust Company, New York, New York ("DTC"), as the initial Securities Depository, and shall be registered in the name of Cede & Co., as the initial Securities Depository Nominee for the Series 2013 Bonds. As long as the Series 2013 Bonds are maintained by DTC under its book entry system, all payments with respect to the principal of and interest on the Series 2013 Bonds and notices to the holders of the Series 2013 Bonds Bond shall be made and given, respectively, to DTC pursuant to a letter in the manner provided in the Letter of representations with DTCRepresentations.
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Book-Entry System. (a) Notwithstanding anything to DTC will act as the contrary herein, so initial Securities Depository for the Bonds. The Bonds shall be initially issued in the form of a single fully registered Bond registered in the name of Cede & Co. (DTC’s nominee). So long as a series Cede & Co. is the Registered Owner of Bonds is being held under a book entry systemthe Bonds, transfers as nominee of beneficial ownership DTC, references herein to Registered Owners, Bondholders or holders of the Bonds shall mean Cede & Co. and shall not mean the beneficial owners of such series will be effected pursuant to rules and procedures established by the Securities DepositoryBonds.
(b) As long as While DTC is the Securities Depository, the ownership interest of each of the beneficial owners of the Bonds will be recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entry system is entries made by DTC and, in effect for a series turn, by the DTC Participants who act on behalf of the beneficial owners of the Bonds.
(c) With respect to Bonds registered in the name of the Securities Depository, the Issuer, the Company, the Bond Registrar, the Paying Agent, and the Trustee shall have no responsibility or obligation to any person on behalf of whom such Securities Depository holds an interest in the Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Issuer, the Bond Registrar, the Paying Agent, and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Securities Depository Nominee will be recognized with respect to any ownership interest in the Bonds, (ii) the delivery to any person, other than a Bondholder, as shown on the holder Bond Register, of any notice with respect to the Bonds Bonds, including any notice of such series for redemption, or (iii) the purposes payment to any person, other than a Registered Owner, as shown in the Bond Register of (1) paying the any amount with respect to principal of, redemption premium, if any, or interest on such on, the Bonds.
(d) Notwithstanding any other provisions of this Indenture to the contrary, (2) if Bonds the Issuer, the Bond Registrar, the Paying Agent, and the Trustee shall be entitled to treat and consider the person in whose name each Bond is registered in the Bond Register as the absolute owner of such series are to be redeemed in partBond for the purpose of payment of principal, selecting the portions of such Bonds to be redeemedredemption premium, (3) giving any notice permitted or required to be given to holders under this Indenture, (4) registering the transfer of such Bondsif any, and (5) requesting any consent or interest with respect to such Bond, for the purpose of giving notices of redemption and other action matters with respect to be taken by such Bond, for the holders purpose of registering transfers with respect to such BondsBond, and for all other purposes whatsoever, and neither the Trustee nor the Issuer shall be affected by any notice to the contrary.
(c) Neither the Trustee nor the Issuer shall have any responsibility or obligation to any participant, any beneficial owner or any other person claiming a beneficial ownership in any Bonds which are registered to a Securities Depository Nominee under or through the Securities Depository with respect to any action taken by the Securities Depository and the Securities Depository Nominee, as holder of such Bonds.
(d) . The Trustee Paying Agent shall pay all principal of, redemption premium, if any, and interest on the Bonds issued under a book entry system, only to or upon the Securities Depositoryorder of the respective owners, as shown in the Bond Register as provided in this Indenture, or the Securities Depository Nomineetheir respective attorneys duly authorized in writing, as the case may be, for such Bonds, pursuant to a letter of representations or similar agreement with the Securities Depository and all such payments shall be valid and effectual effective to fully satisfy and discharge the Issuer’s obligations with respect to the payment of principal of, redemption premium, if any, and interest on such Bonds. The Issuer and on, the Trustee acknowledge that Bonds to the terms and provisions extent of such letter of representations the sum or similar agreement shall govern in the event of any inconsistency between the provisions of this Indenture and such letter of representations or similar agreementsums so paid.
(e) No person other than a Registered Owner, as shown in the registration books, shall receive a Bond certificate evidencing the obligation of the Issuer to make payments of principal, redemption premium, if any, and interest, pursuant to this Indenture.
(f) Any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of the Securities Depository, of the transfer of the beneficial owner’s interest in such Bond.
(g) So long as the DTC book-entry system is in effect, the Trustee, the Paying Agent and the Bond Registrar shall comply with the terms of the Letter of Representations.
(h) The Securities Depository may determine to discontinue providing its service with respect to the Bonds at any time by giving reasonable notice and all relevant information on the beneficial owners of the Bonds to the Issuer or the Trustee. If there is no successor Securities Depository appointed by the Issuer, the Trustee, upon presentation and surrender of Bonds then outstanding, shall authenticate and deliver Bonds to the beneficial owners thereof. In the event that the Issuer determines, at the direction of the Company, to discontinue the book entry system of transfer for a series of Bonds, or Company determines that the interests Securities Depository is incapable of discharging its responsibilities described herein or in any agreement among the Issuer, the Trustee and the Securities Depository and that it is in the best interest of the beneficial owners of the Bonds of such series may that they be adversely affected if the book entry system is continued, then the Issuer shall notify the Securities Depository and the Trustee of such determination. In such event, the Issuer shall execute and the Trustee shall authenticate, register and deliver physical certificates in authorized denominations for Bonds of such series in exchange for the Bonds registered in the name of the Securities Depository Nominee, at the expense of the Company, able to such Persons, and in such maturities and principal amounts, as may be designated by the Securities Depository, but without any liability on the part of the Issuer, the Company or the Trustee for the accuracy of such designation; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(f) In the event that the Securities Depository for a series of Bonds discontinues providing its servicesobtain certificated Bonds, the Issuer, at the direction of the Company, shall either engage the services of another Securities Depository or deliver physical certificates in the manner described in clause (ei) above; providedappoint a successor securities depository, in addition, that any Bonds of qualified to act as such series shall be in registered form within the meaning of under Section 149(a17(a) of the Code.
securities and Exchange Act of 1934, as amended, notify the Securities Depository of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository or (gii) In connection with any notice or other communication to be provided to notify the holders Securities Depository and owners, identified by the Securities Depository, of a series the availability through the Securities Depository of Bonds and transfer one or more separate Bonds to owners, identified by the Issuer or by Securities Depository, having Bonds credited to their accounts. In each scenario described in this subsection (h), the Securities Depository will provide the Trustee with respect to any consent or other action to be taken by the holdersname, address of record, and taxpayer identification number of each beneficial owner of a Bond. In such event, the Issuer or the Trustee, as the case may be, shall establish a record date for such consent or other action and give the Securities Depository Nominee notice of such record date not less than fifteen (15) days in advance of such record date to the extent possible.
(h) The Series 2013 Bonds shall no longer be issued initially restricted to being registered in the form of one global certificate, without coupons, Bond Register in the aggregate principal amount name of the Series 2013 Bonds, under the book entry system maintained by The Depository Trust Company, New York, New York ("DTC"), as the initial Securities Depository, and shall but may be registered in the name of Cede & Co.the successor securities depository, as or its nominee, or in whatever name or names Bondholders transferring or exchanging Bonds shall designate, in accordance with the initial provisions of this Indenture. Upon the written consent of 100% of the beneficial owners of the Bonds, the Trustee, in accordance with any agreement among the Issuer, the Trustee, and the Securities Depository, shall withdraw the Bonds from the Securities Depository, and authenticate and deliver Bonds fully registered to the assignees of the Securities Depository Nominee or its nominee. If the request for such withdrawal is not the Series 2013 result of any Issuer action or inaction, such withdrawal, authentication and delivery shall be at the cost and expense (including costs of printing, preparing and delivering such Bonds. As long as the Series 2013 Bonds are maintained by DTC under its book entry system, all payments with respect to the principal of and interest on the Series 2013 Bonds and notices to the holders ) of the Series 2013 Bonds shall be made persons requesting such withdrawal, authentication and given, respectively, to DTC pursuant to a letter of representations with DTCdelivery.
Appears in 1 contract
Book-Entry System. (a) The Issuer has determined that the Series 20 Bonds shall be held by a central depository system pursuant to an agreement between the Issuer and The Depository Trust Company, and have transfers of the Series 20 Bonds effected by book-entry on the books of the central depository system. The Series 20 Bonds shall be initially issued in the form of a separate single authenticated fully registered Bond for the aggregate principal amount of each separate maturity of the Series 20 Bonds. Upon initial issuance, the ownership of such Series 20 Bonds shall be registered in the register kept by the Registrar in the name of CEDE & CO., as nominee of The Depository Trust Company. Notwithstanding anything any other provision hereof to the contrary hereincontrary, so long as a series any Series 20 Bond is registered in the name of Bonds is being held under a book entry system, transfers of beneficial ownership CEDE & CO. as nominee of the Bonds of such series will be effected pursuant to rules and procedures established by the Securities Depository.
(b) As long as a book entry system is in effect for a series of BondsDepository Company, the Securities Depository Nominee will be recognized as the holder of the Bonds of such series for the purposes of (1) paying the principal of, redemption premium, if any, or interest on such Bonds, (2) if Bonds of such series are to be redeemed in part, selecting the portions of such Bonds to be redeemed, (3) giving any notice permitted or required to be given to holders under this Indenture, (4) registering the transfer of such Bonds, and (5) requesting any consent or other action to be taken by the holders of such Bonds, and for all other purposes whatsoever, and neither the Trustee nor the Issuer shall be affected by any notice to the contrary.
(c) Neither the Trustee nor the Issuer shall have any responsibility or obligation to any participant, any beneficial owner or any other person claiming a beneficial ownership in any Bonds which are registered to a Securities Depository Nominee under or through the Securities Depository with respect to any action taken by the Securities Depository and the Securities Depository Nominee, as holder of such Bonds.
(d) The Trustee shall pay all principal of, redemption premium, if any, and interest on Bonds issued under a book entry system, only to the Securities Depository, or the Securities Depository Nominee, as the case may be, for such Bonds, pursuant to a letter of representations or similar agreement with the Securities Depository and all such payments shall be valid and effectual to fully satisfy and discharge the obligations with respect to the principal of, redemption of and premium, if any, and interest on such Series 20 ▇▇▇▇ and all notices with respect to such Series 20 Bond shall be made and given, respectively, to the Depository Company as provided in a representation letter from the Authority to the Depository Company. With respect to the Series 20 Bonds registered in the register kept by the Paying Agent in the name of CEDE & CO., as nominee of The Depository Trust Company, the Issuer and the Paying Agent shall have no responsibility or obligation to any other holders or owners (including any beneficial owner (“Beneficial Owner”), of the Series 20 Bonds with respect to (i) the accuracy of the records of The Depository Trust Company, CEDE & CO., or any Beneficial Owner with respect to ownership questions, (ii) the delivery to any bondholder (including any Beneficial Owner) or any other person, other than The Depository Trust Company, of any notice with respect to the Series 20 Bonds including any notice of redemption, or (iii) the payment to any Bondholder (including any Beneficial Owner) or any other person, other than The Depository Trust Company, of any amount with respect to the principal of, or premium, if any, or interest on the Series 20 Bonds, except as otherwise provided herein. No person other than The Depository Trust Company shall receive an authenticated Series 20 Bond evidencing an obligation of the Issuer to make payments of the principal of and premium, if any, and interest on the Series 20 Bonds pursuant to the Indenture. The Issuer and the Trustee acknowledge Registrar and Paying Agent may treat as and deem The Depository Trust Company or CEDE & CO. to be the absolute bondholder of each of the Series 20 Bonds for the purpose of
(i) payment of the principal of and premium, if any, and interest on such Series 20 Bonds; (ii) giving notices of redemption and other notices permitted to be given to Bondholders with respect to such Bonds; (iii) registering transfers with respect to such Series 20 Bonds; (iv) obtaining any consent or other action required or permitted to be taken of or by Bondholders; (v) voting; and (vi) for all other purposes whatsoever. The Paying Agent shall pay all principal of and premium, if any, and interest on the Series 20 Bonds only to or upon the order of The Depository Trust Company, and all such payments shall be valid and effective fully to satisfy and discharge the Issuer’s and the Paying Agent’s obligations with respect to principal of and premium, if any, and interest on the Series 20 Bonds to the extent of the sum or sums so paid. Upon delivery by The Depository Trust Company to the Issuer of written notice to the effect that The Depository Trust Company has determined to substitute a new nominee in place of CEDE & CO., and subject to the terms and provisions herein with respect to consents, the words “CEDE & CO.” in this Indenture shall refer to such new nominee of such letter of representations or similar agreement shall govern The Depository Trust Company. Notwithstanding any other provision hereof to the contrary, so long as any Series 20 Bond is registered in the event name of any inconsistency between CEDE & CO. as nominee of The Depository Trust Company, all payments with respect to the principal of and premium, if any, and interest on such Series 20 ▇▇▇▇ and all notices with respect to such Series 20 Bond shall be made and given, respectively, to The Depository Trust Company as provided in a representation letter from the Issuer to The Depository Trust Company. Upon receipt by the Issuer of written notice from The Depository Trust Company to the effect that The Depository Trust Company is unable or unwilling to discharge its responsibilities and no substitute depository willing to undertake the functions of The Depository Trust Company hereunder can be found which is willing and able to undertake such functions upon reasonable and customary terms, then the Series 20 Bonds shall no longer be restricted to being registered in the register of the Issuer kept by the Registrar in the name of CEDE & CO., as nominee of The Depository Trust Company, but may be registered in whatever name or names the Bondholders transferring or exchanging Series 20 Bonds shall designate, in accordance with the provisions of this Indenture and such letter of representations or similar agreement.
(e) In the event that Indenture. If the Issuer determines, at determines that it is in the direction best interest of the Company, Bondholders that they be able to discontinue obtain certificates for the book entry system of transfer for a series of fully registered Series 20 Bonds, or that the interests Issuer may notify The Depository Trust Company and the Registrar, whereupon The Depository Trust Company will notify the Beneficial Owners of the beneficial owners availability through The Depository Trust Company of certificates for the Bonds of such series may be adversely affected if the book entry system is continued, then the Issuer shall notify the Securities Depository and the Trustee of such determinationSeries 20 Bonds. In such event, the Registrar shall prepare, authenticate, transfer and exchange certificates for the Series 20 Bonds as requested by The Depository Trust Company and any Beneficial Owners in appropriate amounts, and whenever The Depository Trust Company requests the Issuer shall execute and the Trustee shall authenticateRegistrar to do so, register the Registrar and deliver physical the Issuer will cooperate with The Depository Trust Company by taking appropriate action after reasonable notice (i) to make available one or more separate certificates in authorized denominations for evidencing the fully registered Series 20 Bonds of such series in exchange any Beneficial Owner’s Depository Trust Company account or
(ii) to arrange for another securities depository to maintain custody of certificates for and evidencing the Series 20 Bonds. If the Series 20 Bonds shall no longer be restricted to being registered in the name of a depository trust company, the Securities Depository Nominee, at Registrar shall cause the expense of the Company, Series 20 Bonds to such Persons, and be printed in blank in such maturities and principal amounts, number as may the Registrar shall determine to be designated by the Securities Depository, but without any liability on the part of the Issuer, the Company necessary or the Trustee for the accuracy of such designationcustomary; provided, in additionhowever, that any the Registrar shall not be required to have such Bonds of printed until it shall have received from the Issuer indemnification for all costs and expenses associated with such series shall be in registered form within the meaning of Section 149(a) of the Code.
(f) In the event that the Securities Depository for a series of Bonds discontinues providing its services, the Issuer, at the direction of the Company, shall either engage the services of another Securities Depository or deliver physical certificates in the manner described in clause (e) above; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(g) printing. In connection with any notice or other communication to be provided to the holders of a series of Bonds Bondholders by the Issuer or by the Trustee Registrar with respect to any consent or other action to be taken by the holdersBondholders, the Issuer or the TrusteeRegistrar, as the case may be, shall establish a record date for such consent or other action and give the Securities The Depository Nominee Trust Company notice of such record date not less than fifteen (15) calendar days in advance of such record date to the extent possible.
(h) . So long as the Series 20 Bonds are registered in the name of The Series 2013 Bonds Depository Trust Company or CEDE & CO. or any substitute nominee, the Issuer and the Registrar and Paying Agent shall be issued initially entitled to request and to rely upon a certificate or other written representation from the Beneficial Owners of the Series 20 Bonds or from The Depository Trust Company on behalf of such Beneficial Owners stating the amount of their respective beneficial ownership interests in the form Series 20 Bonds and setting forth the consent, advice, direction, demand or vote of one global certificatethe Beneficial Owners as of a record date selected by the Registrar and The Depository Trust Company, without couponsto the same extent as if such consent, advice, direction, demand or vote were made by the Bondholders for purposes of this Indenture and the Issuer and the Registrar and Paying Agent shall for such purposes treat the Beneficial Owners as the Bondholders. Along with any such certificate or representation, the Registrar may request The Depository Trust Company to deliver, or cause to be delivered, to the Registrar a list of all Beneficial Owners of the Bonds, together with the dollar amount of each Beneficial Owner’s interest in the Series 20 Bonds and the current addresses of such Beneficial Owners. If the Book Entry System is no longer in effect, registered owners of Series 20 Bonds may, upon surrender thereof at the principal corporate trust office of the Trustee with a written instrument of transfer satisfactory to the Trustee, exchange a Series 20 Bond or Series 20 Bonds for a bond or bonds of equal aggregate principal amount of the same maturity and interest rate of any authorized denominations. For every exchange or transfer of Series 2013 20__ Bonds, under the book entry system maintained by The Depository Trust CompanyTrustee may make a charge sufficient to reimburse it for any tax, New York, New York ("DTC"), as the initial Securities Depository, and shall fee or other governmental charge required to be registered in the name of Cede & Co., as the initial Securities Depository Nominee for the Series 2013 Bonds. As long as the Series 2013 Bonds are maintained by DTC under its book entry system, all payments paid with respect to such exchange or transfer, which shall be paid by the principal of and interest on the Series 2013 Bonds and notices person requesting such exchange or transfer as a condition precedent to the holders exercise of the privilege of making such exchange or transfer. The cost of preparing each new Series 2013 Bonds 20 Bond upon each exchange or transfer, and any other expenses of the Trustee incurred in connection therewith (except any applicable tax, fee or other governmental charge) shall be made and given, respectively, paid by the Issuer. The Trustee shall not be obliged to DTC pursuant to a letter make any transfer or exchange of representations with DTCany Series 20 Bond called for redemption within thirty days of the redemption date.
Appears in 1 contract
Sources: Trust Indenture
Book-Entry System. Prior to the issuance of any Series of Bonds issued hereunder, the Agency may provide that such Series of Bonds (a) Notwithstanding anything to shall be initially issued as Book-Entry Bonds, and in such event, each maturity of such Series shall be in the contrary hereinform of a separate single fully registered Bond (which may be typewritten). Upon initial issuance, so long as a series of Bonds is being held under a book entry system, transfers of beneficial the ownership of each such Bond shall be registered in the Bonds bond register in the name of such series will be effected pursuant the Nominee, as nominee of the Depository. With respect to rules and procedures established by the Securities Depository.
(b) As long as a book entry system is in effect for a series of Book-Entry Bonds, the Securities Depository Nominee will be recognized as Agency and the holder Trustee shall have no responsibility or obligation to any Participant or to any person on behalf of which such a Participant holds an interest in such Book-Entry Bonds. Without limiting the immediately preceding sentence, the Agency and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, the Nominee, or any Participant with respect to any ownership interest in Book-Entry Bonds, (ii) the delivery to any Participant or any other person, other than an Owner as shown in the bond register, of any notice with respect to Book-Entry Bonds, including any notice of redemption, (iii) the selection by the Depository and its Participants of the beneficial interests in Book-Entry Bonds to be redeemed in the event the Agency redeems such in part, or (iv) the payment of such series for any Participant or any other person, other than an Owner as shown in the purposes bond register, of (1) paying the any amount with respect to principal or Accreted Value of, redemption premium, if any, or interest on such Book-Entry Bonds, (2) if Bonds . The Agency and the Trustee may treat and consider the person in whose name each Book-Entry Bond is registered in the bond register as the absolute Owner of such series are Book-Entry Bond for the purpose of payment of principal, premium and interest with respect to be redeemed in partsuch Bond, selecting for the portions purpose of giving notices of redemption and other matters with respect to such Bonds ▇▇▇▇, for the purpose of registering transfers with respect to be redeemed, (3) giving any notice permitted or required to be given to holders under this Indenture, (4) registering the transfer of such Bonds, and (5) requesting any consent or other action to be taken by the holders of such BondsBond, and for all other purposes whatsoever, and neither the Trustee nor the Issuer shall be affected by any notice to the contrary.
(c) Neither the Trustee nor the Issuer shall have any responsibility or obligation to any participant, any beneficial owner or any other person claiming a beneficial ownership in any Bonds which are registered to a Securities Depository Nominee under or through the Securities Depository with respect to any action taken by the Securities Depository and the Securities Depository Nominee, as holder of such Bonds.
(d) . The Trustee shall pay all principal or Accreted Value of, redemption premium, if any, and interest on the Bonds issued under a book entry system, only to or upon the Securities Depositoryorder of the respective Owner, as shown in the bond register, or the Securities Depository Nomineehis respective attorney duly authorized in writing, as the case may be, for such Bonds, pursuant to a letter of representations or similar agreement with the Securities Depository and all such payments shall be valid and effectual effective to fully satisfy and discharge the Agency’s obligations with respect to the payment of principal or Accreted Value of, redemption premium, if any, and interest on such Bondsthe Bonds to the extent of the sum or sums so paid. The Issuer No person other than an Owner, as shown in the bond register, shall receive a Bond evidencing the obligation of the Agency to make payments of principal, premium, if any, and interest pursuant to this Indenture. Upon delivery by the Depository to the Owner, Trustee acknowledge and Agency of written notice to the effect that the terms Depository has determined to substitute a new nominee in place of the Nominee, and provisions of such letter of representations or similar agreement shall govern in the event of any inconsistency between subject to the provisions of this Indenture and such letter of representations or similar agreement.
(e) In the event that the Issuer determines, at the direction of the Company, to discontinue the book entry system of transfer for a series of Bonds, or that the interests of the beneficial owners of the Bonds of such series may be adversely affected if the book entry system is continued, then the Issuer shall notify the Securities Depository and the Trustee of such determination. In such event, the Issuer shall execute and the Trustee shall authenticate, register and deliver physical certificates in authorized denominations for Bonds of such series in exchange for the Bonds registered in the name of the Securities Depository Nominee, at the expense of the Company, to such Persons, and in such maturities and principal amounts, as may be designated by the Securities Depository, but without any liability on the part of the Issuer, the Company or the Trustee for the accuracy of such designation; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(f) In the event that the Securities Depository for a series of Bonds discontinues providing its services, the Issuer, at the direction of the Company, shall either engage the services of another Securities Depository or deliver physical certificates in the manner described in clause (e) above; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(g) In connection with any notice or other communication to be provided to the holders of a series of Bonds by the Issuer or by the Trustee herein with respect to any consent or other action to be taken by the holdersrecord dates, the Issuer or the Trustee, as the case may be, word Nominee in this Indenture shall establish a record date for refer to such consent or other action and give the Securities Depository Nominee notice of such record date not less than fifteen (15) days in advance of such record date to the extent possible.
(h) The Series 2013 Bonds shall be issued initially in the form of one global certificate, without coupons, in the aggregate principal amount nominee of the Series 2013 Bonds, under the book entry system maintained by The Depository Trust Company, New York, New York ("DTC"), as the initial Securities Depository, and shall be registered in the name of Cede & Co., as the initial Securities Depository Nominee for the Series 2013 Bonds. As long as the Series 2013 Bonds are maintained by DTC under its book entry system, all payments with respect to the principal of and interest on the Series 2013 Bonds and notices to the holders of the Series 2013 Bonds shall be made and given, respectively, to DTC pursuant to a letter of representations with DTC.
Appears in 1 contract
Sources: Indenture
Book-Entry System. (a) Notwithstanding anything to the contrary herein, so long as a series of Bonds is being held under a book entry system, transfers of beneficial ownership of the Bonds of such series will be effected pursuant to rules and procedures established by the Securities Depository.
(b) As long as a book entry system is in effect for a series of Bonds, the Securities Depository Nominee will be recognized as the holder of the Bonds of such series for the purposes of (1) paying the principal of, redemption premium, if any, or interest on such Bonds, (2) if Bonds of such series are to be redeemed in part, selecting the portions of such Bonds to be redeemed, (3) giving any notice permitted or required to be given to holders under this Indenture, (4) registering the transfer of such Bonds, and (5) requesting any consent or other action to be taken by the holders of such Bonds, and for all other purposes whatsoever, and neither the Trustee nor the Issuer shall be affected by any notice to the contrary.
(c) Neither the Trustee nor the Issuer shall have any responsibility or obligation to any participant, any beneficial owner or any other person claiming a beneficial ownership in any Bonds which are registered to a Securities Depository Nominee under or through the Securities Depository with respect to any action taken by the Securities Depository and the Securities Depository Nominee, as holder of such Bonds.
(d) The Trustee shall pay all principal of, redemption premium, if any, and interest on Bonds issued under a book entry system, only to the Securities Depository, or the Securities Depository Nominee, as the case may be, for such Bonds, pursuant to a letter of representations or similar agreement with the Securities Depository and all such payments shall be valid and effectual to fully satisfy and discharge the obligations with respect to the principal of, redemption premium, if any, and interest on such Bonds. The Issuer and the Trustee acknowledge that the terms and provisions of such letter of representations or similar agreement shall govern in the event of any inconsistency between the provisions of this Indenture and such letter of representations or similar agreement.
(e) In the event that the Issuer determines, at the direction of the Company, to discontinue the book entry system of transfer for a series of Bonds, or that the interests of the beneficial owners of the Bonds of such series may be adversely affected if the book entry system is continued, then the Issuer shall notify the Securities Depository and the Trustee of such determination. In such event, the Issuer shall execute and the Trustee shall authenticate, register and deliver physical certificates in authorized denominations for Bonds of such series in exchange for the Bonds registered in the name of the Securities Depository Nominee, at the expense of the Company, to such Persons, and in such maturities and principal amounts, as may be designated by the Securities Depository, but without any liability on the part of the Issuer, the Company or the Trustee for the accuracy of such designation; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(f) In the event that the Securities Depository for a series of Bonds discontinues providing its services, the Issuer, at the direction of the Company, shall either engage the services of another Securities Depository or deliver physical certificates in the manner described in clause (e) above; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(g) In connection with any notice or other communication to be provided to the holders of a series of Bonds by the Issuer or by the Trustee with respect to any consent or other action to be taken by the holders, the Issuer or the Trustee, as the case may be, shall establish a record date for such consent or other action and give the Securities Depository Nominee notice of such record date not less than fifteen (15) days in advance of such record date to the extent possible.
(h) The Series 2013 1999 Bonds shall be issued initially in the form of one global certificate, without coupons, in the aggregate principal amount of the Series 2013 1999 Bonds, under the book entry system maintained by The Depository Trust Company, New York, New York ("DTC"), as the initial Securities Depository, and shall be registered in the name of Cede & Co., as the initial Securities Depository Nominee for the Series 2013 1999 Bonds. As long as the Series 2013 1999 Bonds are maintained by DTC under its book entry system, all payments with respect to the principal of of, redemption premium, if any, and interest on the Series 2013 1999 Bonds and notices to the holders of the Series 2013 Bonds shall be made and given, respectively, to DTC pursuant to a letter of representations with DTC.
Appears in 1 contract
Book-Entry System. (a) Notwithstanding anything Prior to the contrary hereinissuance of a Series of Bonds, so long as a series the Community Facilities District may provide that such Series of Bonds is being held under a book entry systemshall initially be issued as Book- Entry Bonds, transfers of beneficial ownership of and in such event, the Bonds of such series will Series for each maturity date shall be effected pursuant to rules and procedures established by in the Securities form of a separate single fully-registered Bond (which may be typewritten). Upon initial issuance, the ownership of each such Bond of such Series shall be registered in the Registration Books in the name of the Nominee, as nominee of the Depository. The Series 2024 Bonds shall initially be issued as Book-Entry Bonds.
(b) As long as a book entry system is in effect for a series of With respect to Book-Entry Bonds, the Securities Depository Nominee will be recognized as Community Facilities District and the holder Trustee shall have no responsibility or obligation to any Participant or to any Person on behalf of which such a Participant holds an interest in such Book-Entry Bonds. Without limiting the immediately preceding sentence, the Community Facilities District and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, the Nominee or any Participant with respect to any ownership interest in Book-Entry Bonds, (ii) the delivery to any Participant or any other Person, other than an Owner as shown in the Registration Books, of any notice with respect to Book-Entry Bonds, including any notice of redemption, (iii) the selection by the Depository and its Participants of the beneficial interests in Book-Entry Bonds of a maturity to be redeemed in the event such series for Book-Entry Bonds are redeemed in part, (iv) the purposes payment to any Participant or any other Person, other than an Owner as shown in the Registration Books, of (1) paying the any amount with respect to principal of, redemption or premium, if any, or interest on such Book-Entry Bonds, or (2v) if Bonds any consent given or other action taken by the Depository as Owner.
(c) The Community Facilities District and the Trustee may treat and consider the Person in whose name each Book-Entry Bond is registered in the Registration Books as the absolute Owner of such series are to be redeemed in partBook-Entry Bond for the purpose of payment of principal of, and premium, if any, and interest on such Bond, for the purpose of selecting the any Bonds, or portions of such Bonds thereof, to be redeemed, (3) for the purpose of giving any notice permitted or required notices of redemption and other matters with respect to be given such Book-Entry Bond, for the purpose of registering transfers with respect to holders under this Indenturesuch Book-Entry Bond, (4) registering for the transfer purpose of such Bonds, and (5) requesting obtaining any consent or other action to be taken by the holders of such Bonds, Owners and for all other purposes whatsoever, and neither the Community Facilities District and the Trustee nor the Issuer shall not be affected by any notice to the contrary.
(cd) Neither In the event of a redemption of all or a portion of a Book-Entry Bond, the Depository, in its discretion (i) may request the Trustee nor to authenticate and deliver a new Book-Entry Bond, or (ii) if the Issuer shall have any responsibility or obligation to any participant, any beneficial owner or any other person claiming a beneficial ownership in any Bonds which are registered to a Securities Depository Nominee under or through is the Securities Depository with respect to any action taken by the Securities Depository and the Securities Depository Nominee, as holder sole Owner of such BondsBook-Entry Bond, shall make an appropriate notation on the Book-Entry Bond indicating the date and amounts of the reduction in principal thereof resulting from such redemption, except in the case of final payment, in which case such Book-Entry Bond must be presented to the Trustee prior to payment.
(de) The Trustee shall pay all principal of, redemption and premium, if any, and interest on the Book-Entry Bonds issued under a book entry system, only to or “upon the Securities Depositoryorder of (as that term is used in the Uniform Commercial Code as adopted in the State) the respective Owner, as shown in the Registration Books, or the Securities Depository Nomineesuch Owner’s respective attorney duly authorized in writing, as the case may be, for such Bonds, pursuant to a letter of representations or similar agreement with the Securities Depository and all such payments shall be valid and effectual effective to fully satisfy and discharge the obligations with respect to the payment of principal of, redemption and premium, if any, and interest on the Book-Entry Bonds to the extent of the sum or sums so paid. No Person other than an Owner, as shown in the Registration Books, shall receive an authenticated Book-Entry Bond. Upon delivery by the Depository to the Owners, the Community Facilities District and the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of the Nominee, and subject to the provisions herein with respect to Record Dates, the word Nominee in this Indenture shall refer to such nominee of the Depository.
(f) In order to qualify the Book-Entry Bonds for the Depository’s book-entry system, the Community Facilities District shall execute and deliver to the Depository a Letter of Representations. The execution and delivery of a Letter of Representations shall not in any way impose upon the Community Facilities District or the Trustee any obligation whatsoever with respect to Persons having interests in such Book-Entry Bonds other than the Owners, as shown on the Registration Books. Such Letter of Representations may provide the time, form, content and manner of transmission, of notices to the Depository. In addition to the execution and delivery of a Letter of Representations by the Community Facilities District, the Community Facilities District and the Trustee shall take such other actions, not inconsistent with this Indenture, as are reasonably necessary to qualify Book-Entry Bonds for the Depository’s book-entry program.
(g) In the event the Community Facilities District determines that it is in the best interests of the Beneficial Owners that they be able to obtain certificated Bonds and that such Bonds should therefore be made available and notifies the Depository and the Trustee of such determination, the Depository will notify the Participants of the availability through the Depository of certificated Bonds. In such event, the Trustee shall transfer and exchange certificated Bonds as requested by the Depository and any other Owners in appropriate amounts. In the event (i) the Depository determines not to continue to act as securities depository for Book-Entry Bonds, or (ii) the Depository shall no longer so act and gives notice to the Trustee of such determination, then the Community Facilities District shall discontinue the Book-Entry system with the Depository. If the Community Facilities District determines to replace the Depository with another qualified securities depository, the Community Facilities District shall prepare or direct the preparation of a new single, separate, fully registered Bond of the appropriate Series for each maturity date of such Book-Entry Bonds, registered in the name of such successor or substitute qualified securities depository or its nominee. If the Community Facilities District fails to identify another qualified securities depository to replace the Depository, then the Book-Entry Bonds shall no longer be restricted to being registered in the Registration Books in the name of the Nominee, but shall be registered in whatever name or names the Owners transferring or exchanging such Bonds shall designate, in accordance with the provisions of Sections 2.06, 2.08 and 2.09. Whenever the Depository requests the Community Facilities District to do so, the Community Facilities District shall cooperate with the Depository in taking appropriate action after reasonable notice (i) to make available one or more separate certificates evidencing the Book-Entry Bonds to any Participant having Book-Entry Bonds credited to its account with the Depository, and (ii) to arrange for another securities depository to maintain custody of certificates evidencing the Book-Entry Bonds.
(h) Notwithstanding any other provision of this Indenture to the contrary, if the Depository is the sole Owner of the Bonds of a Series, so long as any Book-Entry Bond of such Series is registered in the name of the Nominee, all payments of principal of, and premium, if any, and interest on such Bonds. The Issuer Book-Entry Bond and the Trustee acknowledge that the terms all notices with respect to such Book-Entry Bond shall be made and provisions of such letter of representations or similar agreement shall govern given, respectively, as provided in the event Letter of any inconsistency between Representations or as otherwise instructed by the provisions of this Indenture and such letter of representations or similar agreementDepository.
(e) In the event that the Issuer determines, at the direction of the Company, to discontinue the book entry system of transfer for a series of Bonds, or that the interests of the beneficial owners of the Bonds of such series may be adversely affected if the book entry system is continued, then the Issuer shall notify the Securities Depository and the Trustee of such determination. In such event, the Issuer shall execute and the Trustee shall authenticate, register and deliver physical certificates in authorized denominations for Bonds of such series in exchange for the Bonds registered in the name of the Securities Depository Nominee, at the expense of the Company, to such Persons, and in such maturities and principal amounts, as may be designated by the Securities Depository, but without any liability on the part of the Issuer, the Company or the Trustee for the accuracy of such designation; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(f) In the event that the Securities Depository for a series of Bonds discontinues providing its services, the Issuer, at the direction of the Company, shall either engage the services of another Securities Depository or deliver physical certificates in the manner described in clause (e) above; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(gi) In connection with any notice or other communication to be provided to the holders of a series of Bonds Owners pursuant to this Indenture by the Issuer Community Facilities District or by the Trustee Trustee, with respect to any consent or other action to be taken by the holdersOwners of Book-Entry Bonds, the Issuer or the Trustee, as the case may be, Trustee shall establish a record date for such consent or other action and give the Securities Depository Nominee notice of such record date not less than fifteen (15) 15 calendar days in advance of such record date to the extent possible.
(h) The Series 2013 Bonds shall be issued initially in the form of one global certificate, without coupons, in the aggregate principal amount of the Series 2013 Bonds, under the book entry system maintained by The Depository Trust Company, New York, New York ("DTC"), as the initial Securities Depository, and shall be registered in the name of Cede & Co., as the initial Securities Depository Nominee for the Series 2013 Bonds. As long as the Series 2013 Bonds are maintained by DTC under its book entry system, all payments with respect to the principal of and interest on the Series 2013 Bonds and notices to the holders of the Series 2013 Bonds shall be made and given, respectively, to DTC pursuant to a letter of representations with DTC.
Appears in 1 contract
Sources: Indenture
Book-Entry System. (a) Notwithstanding anything to Except as otherwise provided in a Supplemental Trust Agreement, upon the contrary herein, so long as a series of Bonds is being held under a book entry system, transfers of beneficial ownership initial issuance and delivery of the Bonds of after January 1, 2006, such series will be effected pursuant Additional Bonds (referred to rules and procedures established by the Securities Depository.
(bin this section as "Book Entry Bonds") As long as a book entry system is in effect for a series of Bonds, the Securities Depository Nominee will be recognized as the holder of the Bonds of such series for the purposes of (1) paying the principal of, redemption premium, if any, or interest on such Bonds, (2) if Bonds of such series are to be redeemed in part, selecting the portions of such Bonds to be redeemed, (3) giving any notice permitted or required to be given to holders under this Indenture, (4) registering the transfer of such Bonds, and (5) requesting any consent or other action to be taken by the holders of such Bonds, and for all other purposes whatsoever, and neither the Trustee nor the Issuer shall be affected by any notice to the contrary.
(c) Neither the Trustee nor the Issuer shall have any responsibility or obligation to any participant, any beneficial owner or any other person claiming a beneficial ownership in any Bonds which are registered to a Securities Depository Nominee under or through the Securities Depository with respect to any action taken by the Securities Depository and the Securities Depository Nominee, as holder of such Bonds.
(d) The Trustee shall pay all principal of, redemption premium, if any, and interest on Bonds issued under a book entry system, only to the Securities Depository, or the Securities Depository Nominee, as the case may be, for such Bonds, pursuant to a letter of representations or similar agreement with the Securities Depository and all such payments shall be valid and effectual to fully satisfy and discharge the obligations with respect to the principal of, redemption premium, if any, and interest on such Bonds. The Issuer and the Trustee acknowledge that the terms and provisions of such letter of representations or similar agreement shall govern in the event of any inconsistency between the provisions of this Indenture and such letter of representations or similar agreement.
(e) In the event that the Issuer determines, at the direction of the Company, to discontinue the book entry system of transfer for a series of Bonds, or that the interests of the beneficial owners of the Bonds of such series may be adversely affected if the book entry system is continued, then the Issuer shall notify the Securities Depository and the Trustee of such determination. In such event, the Issuer shall execute and the Trustee shall authenticate, register and deliver physical certificates in authorized denominations for Bonds of such series in exchange for the Bonds registered in the name of the Securities Depository Nomineeor its nominee, at the expense as registered owner of the Company, to such PersonsBonds, and held in such maturities and principal amounts, as may be designated by the custody of the Securities Depository.
(A) Except as provided in subsections B and C of this Section, but without the registered Holder of all Book Entry Bonds shall be, and the Book Entry Bonds shall be registered in the name of, Cede & Co., as nominee of DTC. Payment of interest for any liability Book Entry Bond, as applicable, shall be made in accordance with the provisions of this Trust Agreement to the account of Cede, on the part Interest Payment Date for the Book Entry Bonds at the address indicated for Cede in the registration books of the IssuerAuthority kept by the Bond Registrar.
(B) The Book Entry Bonds shall be initially issued in the form of a separate single fully registered Bond in the amount of each separate stated maturity of the Book Entry Bonds. Upon initial issuance, the Company ownership of each such Book Entry Bond shall be registered in the registration books kept by the Bond Registrar in the name of Cede, as nominee of DTC. With respect to Book Entry Bonds so registered in the name of Cede, the Authority, the Bond Registrar and any Paying Agent shall have no responsibility or obligation to any DTC Participant or to any Beneficial Owner of any of such Book Entry Bonds. Without limiting the Trustee for immediately preceding sentence, the Authority, the Bond Registrar and any Paying Agent shall have no responsibility or obligation with respect to (i) the accuracy of such designation; providedthe records of DTC, in addition, that Cede or any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(f) In the event that the Securities Depository for a series of Bonds discontinues providing its services, the Issuer, at the direction of the Company, shall either engage the services of another Securities Depository or deliver physical certificates in the manner described in clause (e) above; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(g) In connection with any notice or other communication to be provided to the holders of a series of Bonds by the Issuer or by the Trustee DTC Participant with respect to any consent beneficial ownership interest in the Book Entry Bonds, (ii) the delivery to any DTC Participant, Beneficial Owner or other action person, other than DTC, of any notice with respect to the Book Entry Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant, Beneficial Owner or other person, other than DTC, of any amount with respect to the principal or Redemption Price of, or interest on, any of the Book Entry Bonds. The Authority, the Bond Registrar and any Paying Agent may treat DTC as, and deem DTC to be, the absolute Holder of each Book Entry Bond for all purposes whatsoever, including (but not limited to) (a) payment of the principal or Redemption Price of, and interest on, each such Book Entry Bond, (b) giving notices of redemption and other matters with respect to such Book Entry Bonds and (c) registering transfers with respect to such Book Entry Bonds. The Paying Agent shall pay the principal or Redemption Price of, and interest on, all Book Entry Bonds only to or upon the order of DTC, and all such payment shall be taken valid and effective to satisfy fully and discharge the Authority's obligations with respect to such principal or Redemption Price and interest, to the extent of the sums so paid. Except as provided in Section 2.04(E), no person other than DTC shall receive a Book Entry Bond evidencing the obligation of the Authority to make payments of principal or Redemption Price of, and interest on, any such Book Entry Bond pursuant to this Trust Agreement. Upon delivery by DTC to the Bond Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the transfer provisions of this Trust Agreement, the word “Cede” in this Trust Agreement shall refer to such new nominee of DTC. Except as provided in Section 2.04(E), and notwithstanding any other provisions of this Trust Agreement to the contrary, the Book Entry Bonds may be registered, in whole but not in part, only in the name of the DTC or a nominee of DTC or to any successor securities depository appointed pursuant to this Section 2.04 or any nominee thereof.
(C) DTC may determine to discontinue providing its services with respect to the Book Entry Bonds at any time by giving written notice to the Authority, the Bond Registrar and the Paying Agent, which notice shall certify that DTC has discharged its responsibilities with respect to the Book Entry Bonds under applicable law.
(D) The Authority, in its sole discretion and without the consent of any other person, and upon compliance with any agreements between the Authority and DTC, may request termination of the services of DTC with respect to the Book Entry Bonds if the Authority determines that: (i) DTC is unable to discharge its responsibilities with respect to the Book Entry Bonds; or (ii) a continuation of the requirement that all of the Outstanding Book Entry Bonds be registered in the registration books kept by the holdersBond Registrar in the name of Cede, as nominee of DTC, is not in the best interest of the Beneficial Owner of the Book Entry Bonds. Current DTC rules provide that upon receipt of such a request, DTC will take the following actions: (i) DTC will issue an “Important Notice” notifying its Participants of the receipt of a withdrawal request from the Authority reminding Participants that they may utilize DTC’s withdrawal procedures if they wish to withdraw their securities from DTC; and (ii) DTC will process withdrawal requests submitted by Participants in the ordinary course of business, but will not effectuate withdrawals based upon a request from the Authority. The Authority shall, by written notice to the Bond Registrar, terminate the services of DTC with respect to the Book Entry Bonds upon receipt by the Authority, the Issuer or Bond Registrar and the TrusteePaying Agent of written notice from DTC to the effect that DTC has received written notice from DTC Participants having interests, as shown in the case may berecords of DTC, shall establish a record date for such consent or other action and give the Securities Depository Nominee notice in an aggregate principal amount of such record date not less than fifteen fifty percent (1550%) days in advance of such record date to the extent possible.
(h) The Series 2013 Bonds shall be issued initially in the form of one global certificate, without coupons, in the aggregate principal amount of the Series 2013 Bonds, under Outstanding Book Entry Bonds to the book entry system maintained by The Depository Trust Company, New York, New York effect that: ("DTC"), as the initial Securities Depository, and shall be registered in the name of Cede & Co., as the initial Securities Depository Nominee for the Series 2013 Bonds. As long as the Series 2013 Bonds are maintained by i) DTC under is unable to discharge its book entry system, all payments responsibilities with respect to the principal of and interest on the Series 2013 Bonds and notices to the holders of the Series 2013 Bonds shall be made and given, respectively, to DTC pursuant to a letter of representations with DTC.Book Entry Bonds; or
Appears in 1 contract
Sources: Trust Agreement
Book-Entry System. (a) Notwithstanding anything to the contrary herein, so long as a series of Bonds is being held under a book entry system, transfers of beneficial ownership of the Bonds of such series will be effected pursuant to rules and procedures established Unless otherwise determined by the Securities Depository.
(b) As long as a book entry system is in effect for a series of Bonds, the Securities Depository Nominee will be recognized as the holder of the Bonds of such series for the purposes of (1) paying the principal of, redemption premium, if any, or interest on such Bonds, (2) if Bonds of such series are to be redeemed in part, selecting the portions of such Bonds to be redeemed, (3) giving any notice permitted or required to be given to holders under this Indenture, (4) registering the transfer of such Bonds, and (5) requesting any consent or other action to be taken by the holders of such Bonds, and for all other purposes whatsoever, and neither the Trustee nor the Issuer shall be affected by any notice to the contrary.
(c) Neither the Trustee nor the Issuer shall have any responsibility or obligation to any participant, any beneficial owner or any other person claiming a beneficial ownership in any Bonds which are registered to a Securities Depository Nominee under or through the Securities Depository with respect to any action taken by the Securities Depository and the Securities Depository Nominee, as holder of such Bonds.
(d) The Trustee shall pay all principal of, redemption premium, if any, and interest on Bonds issued under a book entry system, only to the Securities Depository, or the Securities Depository Nominee, as the case may be, for such Bonds, pursuant to a letter of representations or similar agreement with the Securities Depository and all such payments shall be valid and effectual to fully satisfy and discharge the obligations with respect to the principal of, redemption premium, if any, and interest on such Bonds. The Issuer and the Trustee acknowledge that the terms and provisions of such letter of representations or similar agreement shall govern in the event of any inconsistency between the provisions of this Indenture and such letter of representations or similar agreement.
(e) In the event that the Issuer determines, at the direction of the Company, to discontinue the book entry system of transfer for a series of Bonds, or that the interests of the beneficial owners of the Bonds of such series may be adversely affected if the book entry system is continued, then the Issuer shall notify the Securities Depository and the Trustee of such determination. In such event, the Issuer shall execute and the Trustee shall authenticate, register and deliver physical certificates in authorized denominations for Bonds of such series in exchange for the Bonds registered in the name of the Securities Depository Nominee, at the expense of the Company, to such Persons, and in such maturities and principal amounts, as may be designated by the Securities Depository, but without any liability on the part of the Issuer, the Company or the Trustee for the accuracy of such designation; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(f) In the event that the Securities Depository for a series of Bonds discontinues providing its services, the Issuer, at the direction of the Company, shall either engage the services of another Securities Depository or deliver physical certificates in the manner described in clause (e) above; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(g) In connection with any notice or other communication to be provided to the holders of a series of Bonds by the Issuer or by the Trustee with respect to any consent or other action to be taken by the holders, the Issuer or the Trustee, as the case may be, shall establish a record date for such consent or other action and give the Securities Depository Nominee notice of such record date not less than fifteen (15) days in advance of such record date to the extent possible.
(h) The Series 2013 Bonds shall be issued initially in the form of one global certificatea separate single certificated fully registered Bond, without coupons, in the aggregate principal amount of the Series 2013 Bonds, under the book entry system maintained by The Depository Trust Company, New York, New York ("DTC"), as the initial Securities Depository, and shall be registered in the name of Cede & Co., as nominee of DTC, or any successor nominee (the initial Securities Depository "Nominee"). The actual owners of the Bonds (the "Beneficial Owners") will not receive -27- Port of ▇▇▇▇▇▇ Series 1998A Trust Indenture physical delivery of Bond certificates except as provided herein. Except as provided in paragraph (d) below, all of the Outstanding Bonds shall be so registered in the registration books kept by the registrar, and the provisions of this Section shall apply thereto.
(b) With respect to Bonds registered on the registration books kept by the Registrar in the name of the Nominee, the Issuer, the Company, the Paying Agent, the Trustee and the Remarketing Agent shall have no responsibility or obligation to any DTC Participant or the Beneficial Owners. Without limiting the immediately preceding sentence, the Issuer, the Company, the Paying Agent, the Trustee and the Remarketing Agent shall have no responsibility or obligation to DTC, any DTC Participant or any Beneficial Owner with respect to (1) the accuracy of the records of DTC, the Nominee or any DTC Participant with respect to any ownership interest in the Bonds, (2) the delivery by DTC or any DTC Participant of any notice with respect to the Bonds, including any notice of redemption, or (3) the payment to any DTC Participant or Beneficial Owner of any amount with respect to principal or purchase price of, or premium, if any, or interest on, the Bonds. The Issuer, the Company, the Paying Agent, the Trustee and the Remarketing Agent may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal purchase price, premium and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Paying Agent shall pay all principal of and premium if any, and interest on, the Bonds only to or upon the order of the respective Owners, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to payment of principal of, and premium, if any, and interest on, the Bonds to the extent of the sum or sums so paid. No person other than an Owner, as shown in the registration books kept by the Registrar, shall receive a certificated Bond evidencing the obligation of the Issuer to make payments of principal premium if any, and interest pursuant to this Indenture.
(c) The Issuer, the Paying Agent, the Remarketing Agent and the Trustee shall execute and deliver to DTC a letter of representations in customary form with respect to the Bonds in book-entry form (the "DTC Representation Letter"), but such DTC Representation Letter shall not in any way limit the provisions of the foregoing paragraph (b) or in any other way impose upon the Issuer, the Trustee or the Paying Agent any obligation whatsoever with respect to persons having interests in the Bonds other than the Owners, as shown on the registration books kept by the Registrar. The Trustee, the Remarketing Agent and the Paying Agent shall take all action necessary for all representations of the Issuer in the DTC Representation Letter with respect to the Trustee, the Remarketing Agent and the Paying Agent to be compiled with at all times, including but not limited to, the giving of all notices required under the DTC Representation Letter. The Trustee and Paying Agent are hereby authorized by the Issuer to enter into the DTC Representation Letter.
(d) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving reasonable notice to the Issuer or the Trustee and discharging its responsibilities with respect thereto under applicable law. The Issuer, with the consent of the -28- Port of ▇▇▇▇▇▇ Series 2013 1998A Trust Indenture Company, may terminate the services of DTC with respect to the Bonds. As Upon the discontinuance or termination of the services of DTC with respect to the Bonds, unless a substitute securities depository is appointed to undertake the functions of DTC hereunder, the Issuer, at the expense of the Company, is obligated to deliver Bond certificates to the Beneficial Owners of such Bonds, as described in this Indenture, and such Bonds shall no longer be restricted to being registered in the registration books kept by the Registrar in the name of the Nominee, but may be registered in whatever name or names Owners transferring or exchanging Bonds shall designate, in accordance with the provisions of this Indenture.
(e) Notwithstanding any other provision of this Indenture to the contrary, so long as any Bond is registered in the Series 2013 Bonds are maintained by DTC under its book entry systemname of the Nominee, all payments with respect to the principal or purchase price of or, premium if any, and interest on the Series 2013 Bonds such Bond and all notices with respect to the holders of the Series 2013 Bonds such Bond shall be made and given, respectively, in the manner provided in the DTC Representation Letter. Owners shall have no lien or security interest in any rebate or refund paid by DTC to the Paying Agent which arises from the payment by the Paying Agent of principal of, or premium, if any, or interest on, the Bonds in immediately available funds to DTC.
(f) So long as any Bond is held in book-entry form a Beneficial Owner (through its DTC Participant) shall give notice to the Trustee to elect to have its Bonds purchased, and shall effect delivery of such Bonds by causing such DTC Participant to transfer its interest in the Bonds equal to such Beneficial Owner's interest on the records of DTC to the Trustee's participant account with DTC. The requirement for physical delivery of the Bonds in connection with any purchase pursuant to a letter Section 3.01 and Section 3.02 hereof shall be deemed satisfied when the ownership rights in the Bonds are transferred by DTC Participants on the records of representations with DTCDTC to the Trustee's participant account.
Appears in 1 contract
Sources: Trust Indenture (Enron Corp/Or/)
Book-Entry System. (a) Except as provided in subsection (c) of this Section, 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. Notwithstanding anything to the contrary hereincontained in this Paying Agent Agreement, so long payment of interest with respect to any Bond registered as a series of Bonds is being held under a book entry system, transfers each Record Date in the name of beneficial ownership Cede & Co. shall be made by wire transfer of same-day funds to the account of Cede & Co. on the payment date for the Bonds of such series will be effected pursuant to rules and procedures established by at the Securities Depositoryaddress indicated on the Record Date for Cede & Co. in the Registration Books or as otherwise provided in the Representation Letter.
(b) As long as a book entry system is The Bonds shall be initially issued in effect for a series the form of separate single fully registered Bonds in the amount of each separate stated maturity of Bonds; provided, however, that if different CUSIP numbers are assigned to a Bond of a subseries or type of Bond within a subseries maturing in a single year or, if Bonds of a subseries or type of Bond maturing in a single year are issued with different interest rates, additional Bond certificates shall be prepared for each such maturity. Upon initial issuance, the Securities Depository Nominee will ownership of such Bonds shall be recognized registered in the Registration Books in the name of Cede & Co., as nominee of DTC. The Paying Agent and the District may treat DTC (or its nominee) as the holder sole and exclusive Owner of the Bonds of such series registered in its name for the purposes of (1) paying payment of the principal of, redemption premium, if any, or and interest on such the Bonds, (2) if Bonds of such series are to be redeemed in part, selecting the Bonds or portions of such Bonds thereof to be redeemed, (3) giving any notice permitted or required to be given to holders Owners of Bonds under this IndenturePaying Agent Agreement, (4) registering the transfer of such Bonds, and (5) requesting obtaining any consent or other action to be taken by the holders Owners of such Bonds, Bonds and for all other purposes whatsoever, and neither the Trustee nor Paying Agent and the Issuer District shall not be affected by any notice to the contrary.
(c) Neither . The Paying Agent and the Trustee nor the Issuer District shall not have any responsibility or obligation to any participantParticipant, any beneficial owner or any other person claiming a beneficial ownership interest in any the Bonds which are registered to a Securities Depository Nominee under or through DTC or any Participant, or any other person which is not shown on the Securities Depository Registration Books as being an Owner, with respect to the accuracy of any action taken records maintained by DTC or any Participant; the Securities Depository and payment by DTC or any Participant of any amount in respect of the Securities Depository Nominee, as holder of such Bonds.
(d) The Trustee shall pay all principal of, redemption premium, if any, and interest on the Bonds; any notice which is permitted or required to be given to Owners of Bonds issued under this Paying Agent Agreement; the selection by DTC or any Participant of any person to receive payment in the event of a book entry systempartial redemption of the Bonds; or any consent given or other action taken by DTC as Owner of Bonds. The Paying Agent shall pay all principal of, premium, if any, and interest on the Bonds, only to the Securities DepositoryDTC, or the Securities Depository Nominee, as the case may be, for such Bonds, pursuant to a letter of representations or similar agreement with the Securities Depository and all such payments shall be valid and effectual effective to fully satisfy and discharge the County and the District’s obligations with respect to the principal of, redemption premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. Except under the conditions of (c) of this Section, no person other than DTC shall receive an executed Bond for each separate stated maturity of Bonds or, as provided herein, portion thereof. Upon delivery by DTC to the Paying Agent 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 Paying Agent Agreement shall refer to such new nominee of DTC.
(c) In the event (i) DTC, including any successor as securities depository for the Bonds, determines not to continue to act as securities depository for the Bonds; or (ii) the District determines that the incumbent securities depository shall no longer so act, and delivers a written certificate to the Paying Agent to that effect, then the District will discontinue the book-entry system with the incumbent securities depository for the Bonds. If the District determines to replace the incumbent securities depository for the Bonds with another qualified securities depository, the District shall prepare or direct the preparation of a new single, separate fully registered Bond for the aggregate Outstanding principal amount of Bonds of each maturity and series of Bonds or, as provided herein, portion thereof, registered in the name of such successor or substitute qualified securities depository, or its nominee, or make such other arrangement acceptable to the District and the Paying Agent and the successor securities depository for the Bonds as are not inconsistent with the terms of this Paying Agent Agreement. If the District fails to identify another qualified successor securities depository of the Bonds to replace the incumbent securities depository, then the Bonds 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 the Bonds, or its nominee, shall designate. In such event the Paying Agent shall authenticate and deliver a sufficient quantity of Bonds as to carry out the transfers and exchanges provided in Sections 47.05, 47.06 and 47.07 hereof. All such Bonds shall be in fully registered form in Authorized Denominations.
(d) Notwithstanding any other provision of this Paying Agent Agreement to the contrary, so long as any Bond is registered in the name of DTC, or its nominee, all payments with respect to the principal of, premium, if any, and interest on such Bonds. The Issuer Bond and the Trustee acknowledge that the terms all notices with respect to such Bond shall be made and provisions of such letter of representations or similar agreement shall govern given, respectively, as provided in the event of any inconsistency between the provisions of this Indenture and such letter of representations or similar agreementRepresentation Letter.
(e) In the event that the Issuer determines, at the direction of the Company, to discontinue the book entry system of transfer for a series of Bonds, or that the interests of the beneficial owners of the Bonds of such series may be adversely affected if the book entry system is continued, then the Issuer shall notify the Securities Depository and the Trustee of such determination. In such event, the Issuer shall execute and the Trustee shall authenticate, register and deliver physical certificates in authorized denominations for Bonds of such series in exchange for the Bonds registered in the name of the Securities Depository Nominee, at the expense of the Company, to such Persons, and in such maturities and principal amounts, as may be designated by the Securities Depository, but without any liability on the part of the Issuer, the Company or the Trustee for the accuracy of such designation; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(f) In the event that the Securities Depository for a series of Bonds discontinues providing its services, the Issuer, at the direction of the Company, shall either engage the services of another Securities Depository or deliver physical certificates in the manner described in clause (e) above; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(g) In connection with any notice or other communication to be provided to the holders Owners of a series of Book-Entry Bonds pursuant to this Paying Agent Agreement by the Issuer District or by the Trustee Paying Agent with respect to any consent or other action to be taken by the holdersOwners, the Issuer District or the TrusteePaying Agent, as the case may be, shall establish a record date for such consent or other action and give the Securities Depository Nominee DTC notice of such record date not less than fifteen (15) 15 calendar days in advance of such record date to the extent possible.
(h) The Series 2013 Bonds shall be issued initially in the form of one global certificate, without coupons, in the aggregate principal amount of the Series 2013 Bonds, under the book entry system maintained by The Depository Trust Company, New York, New York ("DTC"), as the initial Securities Depository, and shall be registered in the name of Cede & Co., as the initial Securities Depository Nominee for the Series 2013 Bonds. As long as the Series 2013 Bonds are maintained by DTC under its book entry system, all payments with respect to the principal of and interest on the Series 2013 Bonds and notices to the holders of the Series 2013 Bonds shall be made and given, respectively, to DTC pursuant to a letter of representations with DTC.
Appears in 1 contract
Sources: Supplemental Paying Agent Agreement
Book-Entry System. (a) Notwithstanding anything The Certificates shall initially be executed and delivered as Book-Entry Certificates, and the Certificates for each stated Principal Payment Date shall be in the form of a separate single fully registered Certificate (which may be typewritten). The ownership of each Book-Entry Certificate shall be registered in the Registration Books in the name of the Nominee, as nominee of the Depository. Payment of principal or interest evidenced by any Book-Entry Certificate registered in the name of the Nominee shall be made on the applicable Interest Payment Date or Principal Payment Date by wire transfer of New York clearing house or equivalent next day funds or by wire transfer of same day funds to the contrary herein, so long as a series of Bonds is being held under a book entry system, transfers of beneficial ownership account of the Bonds of such series will Nominee. Such payments shall be effected pursuant made to rules and procedures established by the Securities DepositoryNominee at the address which is, on the Record Date, shown for the Nominee in the Registration Books.
(b) As long as a book entry system is in effect for a series of BondsWith respect to Book-Entry Certificates, the Securities Depository Nominee will be recognized as County, the holder Corporation and the Trustee shall have no responsibility or obligation to any Participant or to any person on behalf of which such a Participant holds an interest in such Book-Entry Certificates. Without limiting the immediately preceding sentence, the County, the Corporation and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the Bonds records of such series for the purposes Depository, the Nominee or any Participant with respect to any ownership interest in Book-Entry Certificates,
(ii) the delivery to any Participant or any other person, other than an Owner as shown in the Registration Books, of any notice with respect to Book-Entry Certificates, including any notice of prepayment, (1iii) paying the principal ofselection by the Depository and its Participants of the beneficial interests in Book-Entry Certificates to be prepaid in the event Certificates are prepaid in part, redemption (iv) the payment to any Participant or any other person, other than an Owner as shown in the Registration Books, of any amount with respect to principal, premium, if any, or interest on such Bondsevidenced by Book-Entry Certificates, or (2v) if Bonds any consent given or other action taken by the Depository as Owner.
(c) The County, the Corporation and the Trustee may treat and consider the person in whose name each Book-Entry Certificate is registered in the Registration Books as the absolute Owner of such series are Book-Entry Certificate for the purpose of payment of principal, prepayment premium, if any, and interest evidenced by such Certificate, for the purpose of selecting any Certificates, or portions thereof, to be redeemed in partprepaid, selecting for the portions purpose of giving notices of prepayment and other matters with respect to such Bonds Certificate, for the purpose of registering transfers with respect to be redeemedsuch Certificate, (3) giving any notice permitted or required to be given to holders under this Indenture, (4) registering for the transfer purpose of such Bonds, and (5) requesting obtaining any consent or other action to be taken by the holders of such Bonds, Owners and for all other purposes whatsoever, and neither the County, the Corporation and the Trustee nor the Issuer shall not be affected by any notice to the contrary.
(cd) Neither In the event of a prepayment of all or a portion of a Certificate, the Depository, in its discretion, (i) may request the Trustee nor to execute and deliver a new Certificate, or (ii) if DTC is the Issuer shall have any responsibility or obligation to any participant, any beneficial owner or any other person claiming a beneficial ownership in any Bonds which are registered to a Securities Depository Nominee under or through the Securities Depository with respect to any action taken by the Securities Depository and the Securities Depository Nominee, as holder sole Owner of such BondsCertificate, shall make an appropriate notation on the Certificate indicating the date and amounts of the reduction in principal evidenced thereby resulting from such prepayment, except in the case of final payment, in which case such Certificate must be presented to the Trustee prior to payment.
(de) The Trustee shall pay all principal ofprincipal, redemption premium, if any, and interest on Bonds issued under a book entry system, evidenced by the Certificates only to or “upon the Securities Depositoryorder of” (as that term is used in the Uniform Commercial Code as adopted in the State of California) the respective Owner, as shown in the Registration Books, or the Securities Depository Nomineesuch Owner’s respective attorney duly authorized in writing, as the case may be, for such Bonds, pursuant to a letter of representations or similar agreement with the Securities Depository and all such payments shall be valid and effectual effective to fully satisfy and discharge the obligations with respect to the principal ofpayment of principal, redemption premium, if any, and interest on evidenced by the Certificates to the extent of the sum or sums so paid. No person other than an Owner, as shown in the Registration Books, shall receive a Certificate evidencing principal, premium, if any, and interest evidenced by the Certificates. Upon delivery by the Depository to the Owners, the Trustee and the County of written notice to the effect that the Depository has determined to substitute a new nominee in place of the Nominee, and subject to the provisions herein with respect to Record Dates, the word Nominee in this Trust Agreement shall refer to such Bondsnominee of the Depository.
(f) In order to qualify the Book-Entry Certificates for the Depository’s book-entry system, the County shall execute and deliver to the Depository a Letter of Representations. The Issuer execution and delivery of a Letter of Representations shall not in any way impose upon the Corporation, the County or the Trustee any obligation whatsoever with respect to persons having interests in such Book-Entry Certificates other than the Owners, as shown on the Registration Books. Such Letter of Representations may provide the time, form, content and manner of transmission, of notices to the Depository. In addition to the execution and delivery of a Letter of Representations by the County, the County, the Corporation and the Trustee acknowledge that shall take such other actions, not inconsistent with this Trust Agreement, as are reasonably necessary to qualify Book- Entry Certificates for the terms and provisions of such letter of representations or similar agreement shall govern in the event of any inconsistency between the provisions of this Indenture and such letter of representations or similar agreementDepository’s book-entry program.
(eg) In the event the County determines that it is in the Issuer determines, at the direction of the Company, to discontinue the book entry system of transfer for a series of Bonds, or that the best interests of the beneficial owners of Beneficial Owners that they be able to obtain certificated Certificates and that such Certificates should therefore be made available and notifies the Bonds of such series may be adversely affected if the book entry system is continued, then the Issuer shall notify the Securities Depository and the Trustee of such determination, the Depository will notify the Participants of the availability through the Depository of certificated Certificates. In such event, the Issuer Trustee shall execute transfer and exchange certificated Certificates as requested by the Depository and any other Owners in appropriate amounts. In the event (i) the Depository determines not to continue to act as securities depository for Book-Entry Certificates, or (ii) the Depository shall no longer so act and gives notice to the Trustee shall authenticate, register and deliver physical certificates in authorized denominations for Bonds of such series in exchange determination, then the County shall discontinue the Book-Entry system with the Depository. If the County determines to replace the Depository with another qualified securities depository, the County shall prepare or direct the preparation of a new single, separate, fully registered Certificate for the Bonds each stated Principal Payment Date of such Book-Entry Certificates, registered in the name of such successor or substitute qualified securities depository or its nominee. If the Securities Depository County fails to identify another qualified securities depository to replace the Depository, then the Certificates shall no longer be restricted to being registered in the Registration Books in the name of the Nominee, at but shall be registered in whatever name or names the expense Owners transferring or exchanging such Certificates shall designate, in accordance with the provisions of Sections 2.07 and 2.09 hereof. Whenever the CompanyDepository requests the County to do so, the County will cooperate with the Depository in taking appropriate action after reasonable notice (i) to such Personsmake available one or more separate certificates evidencing the Book-Entry Certificates to any Participant having Book-Entry Certificates credited to its account with the Depository, and in such maturities and principal amounts, as may be designated by (ii) to arrange for another securities depository to maintain custody of certificates evidencing the Securities Depository, but without any liability on the part of the Issuer, the Company or the Trustee for the accuracy of such designation; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the CodeBook-Entry Certificates.
(fh) In Notwithstanding any other provision of this Trust Agreement to the event that contrary, if DTC is the Securities Depository for a series of Bonds discontinues providing its services, the Issuer, at the direction sole Owner of the CompanyCertificates, shall either engage the services of another Securities Depository or deliver physical certificates so long as any Book-Entry Certificate is registered in the manner described Registration Books in clause (e) above; providedthe name of the Nominee, in additionall payments of principal, that any Bonds of premium, if any, and interest evidenced by such series Certificate and all notices with respect to such Certificate shall be made and given, respectively, as provided in registered form within the meaning Letter of Section 149(a) of Representations or as otherwise instructed by the CodeDepository.
(gi) In connection with any notice or other communication to be provided to the holders of a series of Bonds Owners pursuant to this Trust Agreement by the Issuer County, the Corporation or by the Trustee Trustee, with respect to any consent or other action to be taken by the holdersOwners, the Issuer or the Trustee, as the case may be, Trustee shall establish a record date for such consent or other action and give the Securities Depository Nominee notice of such record date not less no later than fifteen (15) 15 calendar days in advance of such record date to the extent possible.
(h) The Series 2013 Bonds . Notice to the Depository shall be issued initially in given only when DTC is the form of one global certificate, without coupons, in the aggregate principal amount sole Owner of the Series 2013 Bonds, under the book entry system maintained by The Depository Trust Company, New York, New York ("DTC"), as the initial Securities Depository, and shall be registered in the name of Cede & Co., as the initial Securities Depository Nominee for the Series 2013 Bonds. As long as the Series 2013 Bonds are maintained by DTC under its book entry system, all payments with respect to the principal of and interest on the Series 2013 Bonds and notices to the holders of the Series 2013 Bonds shall be made and given, respectively, to DTC pursuant to a letter of representations with DTCCertificates.
Appears in 1 contract
Sources: Trust Agreement
Book-Entry System. (a) The Issuer may determine that the Bonds will be held by a central depository system pursuant to an agreement between the Issuer and The Depository Trust Company, and have transfers of the Bonds effected by book-entry on the books of the central depository system. The Bonds shall be initially issued in the form of a separate single authenticated fully registered Bond for the aggregate principal amount of each separate maturity of the Bonds. Upon initial issuance, the ownership of such Bonds shall be registered in the register kept by the Registrar in the name of CEDE & CO., as nominee of The Depository Trust Company. Notwithstanding anything any other provision hereof to the contrary hereincontrary, so long as any Series 20 Bond is registered in the name of CEDE & CO. as nominee of the Depository Trust Company, all payments with respect to the principal of and premium, if any, and interest on such Series 20 Bond and all notices with respect to such Series 20 Bond shall be made and given, respectively, to the Depository Trust Company as provided in a series representation letter from the Issuer to the Depository Trust Company. With respect to the Bonds registered in the register kept by the Paying Agent in the name of Bonds is being held under a book entry systemCEDE & CO., transfers as nominee of The Depository Trust Company, the Issuer and the Paying Agent shall have no responsibility or obligation to any other holders or owners (including any beneficial ownership owner (“Beneficial Owner”), of the Bonds of such series will be effected pursuant with respect to rules and procedures established by (i) the Securities Depository.
(b) As long as a book entry system is in effect for a series of Bonds, the Securities Depository Nominee will be recognized as the holder accuracy of the records of The Depository Trust Company, CEDE & CO., or any Beneficial Owner with respect to ownership questions, (ii) the delivery to any bondholder (including any Beneficial Owner) or any other person, other than The Depository Trust Company, of any notice with respect to the Bonds including any notice of such series for redemption, or (iii) the purposes payment to any Bondholder (including any Beneficial Owner) or any other person, other than The Depository Trust Company, of (1) paying any amount with respect to the principal of, redemption or premium, if any, or interest on such Bonds, (2) if the Bonds except as otherwise provided herein. No person other than The Depository Trust Company shall receive an authenticated Bond evidencing an obligation of such series are to be redeemed in part, selecting the portions of such Bonds to be redeemed, (3) giving any notice permitted or required to be given to holders under this Indenture, (4) registering the transfer of such Bonds, and (5) requesting any consent or other action to be taken by the holders of such Bonds, and for all other purposes whatsoever, and neither the Trustee nor the Issuer shall be affected by any notice to make payments of the contrary.
(c) Neither the Trustee nor the Issuer shall have any responsibility or obligation to any participant, any beneficial owner or any other person claiming a beneficial ownership in any Bonds which are registered to a Securities Depository Nominee under or through the Securities Depository with respect to any action taken by the Securities Depository principal of and the Securities Depository Nominee, as holder of such Bonds.
(d) The Trustee shall pay all principal of, redemption premium, if any, and interest on the Bonds issued under a book entry system, only pursuant to the Securities Depository, Indenture. The Issuer and the Registrar and Paying Agent may treat as and deem The Depository Trust Company or CEDE & CO. to be the Securities Depository Nominee, as absolute bondholder of each of the case may be, Bonds for such Bonds, pursuant to a letter the purpose of representations or similar agreement with the Securities Depository and all such payments shall be valid and effectual to fully satisfy and discharge the obligations with respect to (i) payment of the principal of, redemption of and premium, if any, and interest on such Bonds; (ii) giving notices of redemption and other notices permitted to be given to Bondholders with respect to such Bonds; (iii) registering transfers with respect to such Bonds; (iv) obtaining any consent or other action required or permitted to be taken of or by Bondholders; (v) voting; and (vi) for all other purposes whatsoever. The Issuer Paying Agent shall pay all principal of and premium, if any, and interest on the Bonds only to or upon the order of The Depository Trust Company, and all such payments shall be valid and effective fully to satisfy and discharge the Issuer’s and the Trustee acknowledge Paying Agent’s obligations with respect to principal of and premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. Upon delivery by The Depository Trust Company to the Issuer of written notice to the effect that The Depository Trust Company has determined to substitute a new nominee in place of CEDE & CO., and subject to the terms and provisions herein with respect to consents, the words “CEDE & CO.” in this Indenture shall refer to such new nominee of such letter of representations or similar agreement shall govern The Depository Trust Company. Notwithstanding any other provision hereof to the contrary, so long as any Bond is registered in the event name of any inconsistency between CEDE & CO. as nominee of The Depository Trust Company, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, to The Depository Trust Company as provided in a representation letter from the Issuer to The Depository Trust Company. Upon receipt by the Issuer of written notice from The Depository Trust Company to the effect that The Depository Trust Company is unable or unwilling to discharge its responsibilities and no substitute depository willing to undertake the functions of The Depository Trust Company hereunder can be found which is willing and able to undertake such functions upon reasonable and customary terms, then the Bonds shall no longer be restricted to being registered in the register of the Issuer kept by the Registrar in the name of CEDE & CO., as nominee of The Depository Trust Company, but may be registered in whatever name or names the Bondholders transferring or exchanging Bonds shall designate, in accordance with the provisions of this Indenture and such letter of representations or similar agreement.
(e) In the event that Indenture. If the Issuer determines, at determines that it is in the direction best interest of the Company, Bondholders that they be able to discontinue obtain certificates for the book entry system of transfer for a series of fully registered Bonds, or that the interests Issuer may notify The Depository Trust Company and the Registrar, whereupon The Depository Trust Company will notify the Beneficial Owners of the beneficial owners availability through The Depository Trust Company of certificates for the Bonds of such series may be adversely affected if the book entry system is continued, then the Issuer shall notify the Securities Depository and the Trustee of such determinationBonds. In such event, the Issuer Registrar shall execute and the Trustee shall prepare, authenticate, register transfer and deliver physical exchange certificates in authorized denominations for Bonds of such series in exchange for the Bonds as requested by The Depository Trust Company and any Beneficial Owners in appropriate amounts, and whenever The Depository Trust Company requests the Issuer and the Registrar to do so, the Registrar and the Issuer will cooperate with The Depository Trust Company by taking appropriate action after reasonable notice (i) to make available one or more separate certificates evidencing the fully registered Bonds of any Beneficial Owner’s Depository Trust Company account or (ii) to arrange for another securities depository to maintain custody of certificates for and evidencing the Bonds. If the Bonds shall no longer be restricted to being registered in the name of a depository trust company, the Securities Depository Nominee, at Registrar shall cause the expense of the Company, Bonds to such Persons, and be printed in blank in such maturities and principal amounts, number as may the Registrar shall determine to be designated by the Securities Depository, but without any liability on the part of the Issuer, the Company necessary or the Trustee for the accuracy of such designationcustomary; provided, in additionhowever, that any the Registrar shall not be required to have such Bonds of printed until it shall have received from the Issuer indemnification for all costs and expenses associated with such series shall be in registered form within the meaning of Section 149(a) of the Code.
(f) In the event that the Securities Depository for a series of Bonds discontinues providing its services, the Issuer, at the direction of the Company, shall either engage the services of another Securities Depository or deliver physical certificates in the manner described in clause (e) above; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(g) printing. In connection with any notice or other communication to be provided to the holders of a series of Bonds Bondholders by the Issuer or by the Trustee Registrar with respect to any consent or other action to be taken by the holdersBondholders, the Issuer or the TrusteeRegistrar, as the case may be, shall establish a record date for such consent or other action and give the Securities The Depository Nominee Trust Company notice of such record date not less than fifteen (15) calendar days in advance of such record date to the extent possible.
(h) . So long as the Bonds are registered in the name of The Series 2013 Bonds Depository Trust Company or CEDE & CO. or any substitute nominee, the Issuer and the Registrar and Paying Agent shall be issued initially entitled to request and to rely upon a certificate or other written representation from the Beneficial Owners of the Bonds or from The Depository Trust Company on behalf of such Beneficial Owners stating the amount of their respective beneficial ownership interests in the form Bonds and setting forth the consent, advice, direction, demand or vote of one global certificatethe Beneficial Owners as of a record date selected by the Registrar and The Depository Trust Company, without couponsto the same extent as if such consent, advice, direction, demand or vote were made by the Bondholders for purposes of this Indenture and the Issuer and the Registrar and Paying Agent shall for such purposes treat the Beneficial Owners as the Bondholders. Along with any such certificate or representation, the Registrar may request The Depository Trust Company to deliver, or cause to be delivered, to the Registrar a list of all Beneficial Owners of the Bonds, together with the dollar amount of each Beneficial Owner’s interest in the Bonds and the current addresses of such Beneficial Owners. If the Book Entry System is no longer in effect, registered owners of Bonds may, upon surrender thereof at the principal corporate trust operations office of the Trustee with a written instrument of transfer satisfactory to the Trustee, exchange a Bond or Bonds for a Bond or Bonds of equal aggregate principal amount of the Series 2013 same maturity and interest rate of any authorized denominations. For every exchange or transfer of Bonds, under the book entry system maintained by The Depository Trust CompanyTrustee may make a charge sufficient to reimburse it for any tax, New York, New York ("DTC"), as the initial Securities Depository, and shall fee or other governmental charge required to be registered in the name of Cede & Co., as the initial Securities Depository Nominee for the Series 2013 Bonds. As long as the Series 2013 Bonds are maintained by DTC under its book entry system, all payments paid with respect to such exchange or transfer, which shall be paid by the principal of and interest on the Series 2013 Bonds and notices person requesting such exchange or transfer as a condition precedent to the holders exercise of the Series 2013 Bonds privilege of making such exchange or transfer. The cost of preparing each new Bond upon each exchange or transfer, and any other expenses of the Trustee incurred in connection therewith (except any applicable tax, fee or other governmental charge) shall be made and given, respectively, paid by the Issuer. The Trustee shall not be obliged to DTC pursuant to a letter make any transfer or exchange of representations with DTCany Bond called for redemption within thirty days of the redemption date.
Appears in 1 contract
Sources: Trust Indenture
Book-Entry System.
(a) Notwithstanding anything to Except as provided in subparagraph (c) of this Section 2.11, the contrary herein, so long as a series registered owner of Bonds is being held under a book entry system, transfers of beneficial ownership all of the Bonds shall be, and the Bonds shall be registered in the name of, Cede & Co. (“Cede”), as nominee of such series will The Depository Trust Company (“DTC”). Payment of semi-annual interest for any Bonds shall be effected pursuant made by transfer of same-day funds to rules and procedures established the account of Cede on the interest payment date for the Bonds at the address indicated for Cede in the registration books of the Issuer kept by the Securities DepositoryTrustee.
(b) As long The Bonds shall be initially issued in the form of a separate single fully registered bond in the amount of each separately stated maturity of the Bonds. Upon initial issuance, the ownership of such Bonds shall be registered in the registry books of the Issuer kept by the Trustee in the name of Cede, as nominee of DTC. With respect to Bonds registered in the registry books kept by the Trustee in the name of Cede, as nominee of DTC, the Issuer and the Trustee shall have no responsibility or obligation to any participant of DTC (a book entry system is “Participant”) or to any person for whom a Participant acquires an interest in effect for the Bonds (a series “Beneficial Owner”). Without limiting the immediately preceding sentence, the Issuer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede or any Participant with respect to any ownership interest in the Bonds, (ii) the Securities Depository Nominee will be recognized as delivery to any Participant, any Beneficial Owner or any other person, other than DTC, of any notice with respect to the holder Bonds, or (iii) the payment to any Participant, any Beneficial Owner or any other person, other than DTC, of the Bonds of such series for the purposes of (1) paying any amount with respect to the principal of, redemption premium, if any, of or interest on such the Bonds, (2) if Bonds of such series are . The Issuer and the Trustee may treat as and deem DTC to be redeemed in part, selecting the portions absolute owner of each Bond for the purpose of payment of the principal of and interest on such Bonds to be redeemed, (3) giving any notice permitted or required to be given to holders under this Indenture, (4) registering the transfer of such BondsBond, and (5) requesting any consent or other action matters with respect to be taken by such Bond, for the holders purpose of registering transfers with respect to such BondsBond, and for all other purposes whatsoever, and neither the Trustee nor the Issuer shall be affected by any notice to the contrary.
(c) Neither the Trustee nor the Issuer shall have any responsibility or obligation to any participant, any beneficial owner or any other person claiming a beneficial ownership in any Bonds which are registered to a Securities Depository Nominee under or through the Securities Depository with respect to any action taken by the Securities Depository and the Securities Depository Nominee, as holder of such Bonds.
(d) . The Trustee shall pay all principal of, redemption premium, if any, of and interest on the Bonds issued under a book entry system, only to or upon the Securities Depositoryorder of DTC, or the Securities Depository Nominee, as the case may be, for such Bonds, pursuant to a letter of representations or similar agreement with the Securities Depository and all such payments shall be valid and effectual effective to fully satisfy and discharge the Issuer’s obligations with respect to the principal of, redemption premium, if any, and interest on such Bonds. The Issuer and the Trustee acknowledge that the terms and provisions of such letter of representations or similar agreement shall govern in the event of any inconsistency between the provisions of this Indenture and such letter of representations or similar agreement.
(e) In the event that the Issuer determines, at the direction of the Company, to discontinue the book entry system of transfer for a series of Bonds, or that the interests of the beneficial owners of the Bonds of such series may be adversely affected if the book entry system is continued, then the Issuer shall notify the Securities Depository and the Trustee of such determination. In such event, the Issuer shall execute and the Trustee shall authenticate, register and deliver physical certificates in authorized denominations for Bonds of such series in exchange for the Bonds registered in the name of the Securities Depository Nominee, at the expense of the Company, to such Persons, and in such maturities and principal amounts, as may be designated by the Securities Depository, but without any liability on the part of the Issuer, the Company or the Trustee for the accuracy of such designation; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(f) In the event that the Securities Depository for a series of Bonds discontinues providing its services, the Issuer, at the direction of the Company, shall either engage the services of another Securities Depository or deliver physical certificates in the manner described in clause (e) above; provided, in addition, that any Bonds of such series shall be in registered form within the meaning of Section 149(a) of the Code.
(g) In connection with any notice or other communication to be provided to the holders of a series of Bonds by the Issuer or by the Trustee with respect to any consent or other action to be taken by the holders, the Issuer or the Trustee, as the case may be, shall establish a record date for such consent or other action and give the Securities Depository Nominee notice of such record date not less than fifteen (15) days in advance of such record date to the extent possible.
(h) The Series 2013 Bonds shall be issued initially in the form of one global certificate, without coupons, in the aggregate principal amount of the Series 2013 Bonds, under the book entry system maintained by The Depository Trust Company, New York, New York ("DTC"), as the initial Securities Depository, and shall be registered in the name of Cede & Co., as the initial Securities Depository Nominee for the Series 2013 Bonds. As long as the Series 2013 Bonds are maintained by DTC under its book entry system, all payments with respect to the principal of and interest on the Series 2013 Bonds and notices to the holders extent of the Series 2013 Bonds shall sum or sums so paid. Payments of principal may be made without requiring the surrender of the Bonds, and given, respectively, the Issuer and Trustee shall not be liable for the failure of DTC or any successor thereto to properly indicate on the Bonds the payment of such principal. No person other than DTC shall receive a Bond evidencing the obligation of the Issuer to make payments of principal of and interest on the Bonds pursuant to this Indenture. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a letter new nominee in place of representations with Cede, and subject to the transfer provisions hereof, the word “Cede” in this Indenture shall refer to such new nominee of DTC.
(c) (i) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Issuer and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is not a successor securities depository), Bond certificates will be delivered as described in this Indenture.
Appears in 1 contract
Sources: Trust Indenture