Common use of Book-Entry Energy Transition Bonds Clause in Contracts

Book-Entry Energy Transition Bonds. Unless the Series Supplement provides otherwise, all of the Energy Transition Bonds shall be issued in Book-Entry Form, and the Issuer shall execute and the Indenture Trustee shall, in accordance with this Section 2.11 and the Issuer Order, authenticate and deliver one or more Global Energy Transition Bonds, evidencing the Energy Transition Bonds, which (a) shall be an aggregate original principal amount equal to the aggregate original principal amount of the Energy Transition Bonds to be issued pursuant to the Issuer Order, (b) shall be registered in the name of the Clearing Agency therefor or its nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (c) shall be delivered by the Indenture Trustee pursuant to such Clearing Agency’s or such nominee’s instructions and (d) shall bear a legend substantially to the effect set forth in Exhibit A to the Form of Series Supplement. Each Clearing Agency designated pursuant to this Section 2.11 must, at the time of its designation and at all times while it serves as Clearing Agency hereunder, be a “clearing agency” registered under the Exchange Act and any other applicable statute or regulation. No Holder of Energy Transition Bonds issued in Book-Entry Form shall receive a Definitive Energy Transition Bond representing such Holder’s interest in any of the Energy Transition Bonds, except as provided in Section 2.13. Unless (and until) certificated, fully registered Energy Transition Bonds (the “Definitive Energy Transition Bonds”) have been issued to the Holders pursuant to Section 2.13 or pursuant to the Series Supplement relating thereto: (i) the provisions of this Section 2.11 shall be in full force and effect; (ii) the Issuer, the Servicer, the Paying Agent, the Energy Transition Bond Registrar and the Indenture Trustee may deal with the Clearing Agency for all purposes (including the making of distributions on the Energy Transition Bonds and the giving of instructions or directions hereunder) as the authorized representative of the Holders; (iii) to the extent that the provisions of this Section 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 shall control; (iv) the rights of Holders shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Holders and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Letter of Representations, unless and until Definitive Energy Transition Bonds are issued pursuant to Section 2.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal of and interest on the Book-Entry Energy Transition Bonds to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instruction or directions of the Holders evidencing a specified percentage of the Outstanding Amount of Energy Transition Bonds, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from the Holders and/or the Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Energy Transition Bonds and has delivered such instructions to a Responsible Officer of the Indenture Trustee.

Book-Entry Energy Transition Bonds. Unless the Series Supplement provides otherwise, all of the Energy Transition Bonds shall be issued in Book-Entry Form, and the Issuer shall execute and the Indenture Trustee shall, in accordance with this Section 2.11 and the Issuer Order, authenticate and deliver one or more Global Energy Transition Bonds, evidencing the Energy Transition Bonds, which (a) shall be an aggregate original principal amount equal to the aggregate original principal amount of the Energy Transition Bonds to be issued pursuant to the Issuer Order, (b) shall be registered in the name of the Clearing Agency therefor or its nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (c) shall be delivered by the Indenture Trustee pursuant to such Clearing Agency’s or such nominee’s instructions and (d) shall bear a legend substantially to the effect set forth in Exhibit A to the Form of Series Supplement. Each Clearing Agency designated pursuant to this Section 2.11 must, at the time of its designation and at all times while it serves as Clearing Agency hereunder, be a “clearing agency” registered under the Exchange Act and any other applicable statute or regulation. No Holder of Energy Transition Bonds issued in Book-Entry Form shall receive a Definitive Energy Transition Bond representing such Holder’s interest in any of the Energy Transition Bonds, except as provided in Section 2.13. Unless (and until) certificated, fully registered Energy Transition Bonds (the “Definitive Energy Transition Bonds”) have been issued to the Holders pursuant to Section 2.13 or pursuant to the Series Supplement relating thereto: (i) the provisions of this Section 2.11 shall be in full force and effect; (ii) the Issuer, the Servicer, the Paying Agent, the Energy Transition Bond Registrar and the Indenture Trustee may deal with the Clearing Agency for all purposes (including the making of distributions on the Energy Transition Bonds and the giving of instructions or directions hereunder) as the authorized representative of the Holders; (iii) to the extent that the provisions of this Section 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 shall control; (iv) the rights of Holders shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by applicable law and agreements between such Holders and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Letter of Representations, unless and until Definitive Energy Transition Bonds are issued pursuant to Section 2.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal of and interest on the Book-Entry Energy Transition Bonds to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instruction or directions of the Holders evidencing a specified percentage of the Outstanding Amount of Energy Transition Bonds, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from the Holders and/or the Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Energy Transition Bonds and has delivered such instructions to a Responsible Officer of the Indenture Trustee.