Common use of Registration, Transfer and Exchange of Notes; Persons Treated as Noteholders Clause in Contracts

Registration, Transfer and Exchange of Notes; Persons Treated as Noteholders. The Authority shall cause books for the registration and for the transfer of the Notes as provided in this Indenture to be kept by the Trustee which is hereby appointed the transfer agent of the Authority for the Notes. Notwithstanding such appointment and with the prior written consent of the Authority, the Trustee is hereby authorized to make any arrangements with other institutions which it deems necessary or desirable in order that such institutions may perform the duties of transfer agent for the Notes. Upon surrender for transfer of any Note at the Principal Office of the Trustee, duly endorsed for transfer or accompanied by an assignment duly executed by the Noteholder or his attorney duly authorized in writing, the Authority shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new fully registered Note or Notes of the same Class and for a like aggregate principal amount. Notes may be exchanged at the Principal Office of the Trustee for a like aggregate principal amount of fully registered Notes of the same Class in Authorized Denominations. The Authority shall execute and the Trustee shall authenticate and deliver Notes which the Noteholder making the exchange is entitled to receive, bearing numbers not contemporaneously outstanding. The execution by the Authority of any fully registered Note of any Authorized Denomination shall constitute full and due authorization of such denomination and the Trustee shall thereby be authorized to authenticate and deliver such fully registered Note. For so long as the Notes are issued in book-entry form in the name of the Clearing Agency or its nominee, all transfers of beneficial interests in the Notes shall be made in accordance with Section 2.08 hereof. As to any Note, the Person in whose name the same shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of either principal or interest on any fully registered Note shall be made only to or upon the written order of the Noteholder thereof or his legal representative but such registration may be changed as hereinabove provided. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note to the extent of the sum or sums paid. The Trustee shall require the payment by any Noteholder requesting exchange or transfer of any tax or other governmental charge required to be paid with respect to such exchange or transfer. The applicant for any such transfer or exchange may be required to pay all taxes and governmental charges in connection with such transfer or exchange, other than exchanges pursuant to Section 2.08 hereof. Each Noteholder, by its purchase of a Note, whether upon original issuance or subsequent transfer, is deemed to have represented and agreed that (a) it is not an employee benefit plan, a tax favored retirement or savings arrangement or other entity in which such plan or arrangement is invested (collectively, a “Plan”) and is not acquiring the Note directly or indirectly for, or on behalf of, or with Plan Assets (as defined in Section 3(42) of ERISA) of, a Plan (including any entity whose underlying assets are deemed to be Plan Assets) or governmental, non-U.S. or church plan that is subject to subject to a substantially similar federal, state, local or foreign law (a “Similar Law”), or the acquisition and holding of the Notes by or on behalf of, or with Plan Assets of, any Plan or governmental, non-U.S. or church plan that is subject to Similar Law is permissible under applicable law, will not result in any non-exempt prohibited transaction under Section 406 of ERISA, or Section 4975 or 503 of the Code by reason of the application of one or more of the following: XXXX 00-00, XXXX 00-0, XXXX 91-38, PTCE 95-60 or PTCE 96-23, all of the conditions of which shall be met, or, in the case of a purchaser or transferee that is subject to Similar Law, such purchase and holding will not result in a violation of Similar Law or otherwise result in any tax, rescission right or other penalty on the issuing entity or the initial purchasers, and, in any case, neither the purchase nor holding of such Notes will subject the Authority to any obligation not affirmatively undertaken in writing and (b) if the purchaser is other than the Authority or one or more of its directly or indirectly wholly owned Affiliates, it is not part of the “expanded group” of the Authority within the meaning of Treasury Regulation Section 1.385-1(c)(4) and is not acquiring the Notes with a principal purpose of avoiding the purposes of Treasury Regulation Section 1.385-3.

Registration, Transfer and Exchange of Notes; Persons Treated as Noteholders. The Authority Issuer shall cause books for the registration and for the transfer of the Notes as provided in this Indenture to be kept by the Trustee Indenture Trustee, which is hereby appointed the transfer agent of the Authority Issuer for the Notes. Notwithstanding such appointment and with the prior written consent of the AuthorityIssuer, the Indenture Trustee is hereby authorized to make any arrangements with other institutions which that it deems necessary or desirable in order that such institutions may perform the duties of transfer agent for the Notes. Upon surrender for transfer of any Note at the Principal Corporate Trust Office of the Indenture Trustee, duly endorsed for transfer or accompanied by an assignment duly executed by the Noteholder or his attorney duly authorized in writing, the Authority Issuer shall execute and the Indenture Trustee shall authenticate and deliver deliver, making all appropriate notations on its records, and causing the same to be made on the records of its nominees, in the name of the transferee or transferees a new fully registered Note or Notes of the same Class interest rate and for a like Series, subseries, if any, and aggregate principal amountamount of the same maturity. Notes may be exchanged at the Principal Corporate Trust Office of the Indenture Trustee for a like aggregate principal amount of fully registered Notes of the same Class Series, subseries, if any, interest rate and maturity in Authorized Denominations. The Authority Issuer shall execute and the Indenture Trustee shall authenticate and deliver Notes which that the Noteholder making the exchange is entitled to receive, bearing numbers not contemporaneously outstanding. The execution by the Authority Issuer of any fully registered Note of any Authorized Denomination shall constitute full and due authorization of such denomination and the Indenture Trustee shall thereby be authorized to authenticate and deliver such fully registered Note. For so long as the Notes are issued in book-entry form in the name of the Clearing Agency or its nominee, all transfers of beneficial interests in the Notes shall be made in accordance with Section 2.08 hereof. As to any Note, the Person in whose name the same shall be Note is registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of either principal or interest on any fully registered Note shall be made only to or upon the written order of the Noteholder thereof or his legal representative but such registration may be changed as hereinabove providedrepresentative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note to the extent of the sum or sums paid. The Indenture Trustee shall require the payment by any Noteholder requesting exchange or transfer of any tax or other governmental charge required to be paid with respect to such exchange or transfer. The applicant for any Noteholder requesting such transfer or exchange may be required to pay all taxes and governmental charges in connection with such transfer or exchange, other than exchanges pursuant to Section 2.08 hereof. Each Noteholder, by its purchase of a Note, whether upon original issuance or subsequent transfer, is deemed to have represented and agreed that (a) it is not an employee benefit plan, a tax favored retirement or savings arrangement or other entity in which such plan or arrangement is invested (collectively, a “Plan”) and is not acquiring the Note directly or indirectly for, or on behalf of, or with Plan Assets (as defined in Section 3(42) of ERISA) of, a Plan (including any entity whose underlying assets are deemed to be Plan Assets) or governmental, non-U.S. or church plan that is subject to subject to a substantially similar federal, state, local or foreign law (a “Similar Law”), or the acquisition and holding of the Notes by or on behalf of, or with Plan Assets of, any Plan or governmental, non-U.S. or church plan that is subject to Similar Law is permissible under applicable law, will not result in any non-exempt prohibited transaction under Section 406 of ERISA, or Section 4975 or 503 of the Code by reason of the application of one or more of the following: XXXX 00-00, XXXX 00-0, XXXX 91-38, PTCE 95-60 or PTCE 96-23, all of the conditions of which shall be met, or, in the case of a purchaser or transferee that is subject to Similar Law, such purchase and holding will not result in a violation of Similar Law or otherwise result in any tax, rescission right or other penalty on the issuing entity or the initial purchasers, and, in any case, neither the purchase nor holding of such Notes will subject the Authority to any obligation not affirmatively undertaken in writing and (b) if the purchaser is other than the Authority or one or more of its directly or indirectly wholly owned Affiliates, it is not part of the “expanded group” of the Authority within the meaning of Treasury Regulation Section 1.385-1(c)(4) and is not acquiring the Notes with a principal purpose of avoiding the purposes of Treasury Regulation Section 1.385-3.