Definitive Energy Transition Bonds. If (a) (i) the Issuer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under any Letter of Representations and (ii) the Issuer is unable to locate a qualified successor Clearing Agency, (b) the Issuer, at its option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (c) after the occurrence of an Event of Default hereunder, Holders holding Energy Transition Bonds aggregating a majority of the aggregate Outstanding Amount of Energy Transition Bonds maintained as Book-Entry Energy Transition Bonds advise the Indenture Trustee, the Issuer and the Clearing Agency (through the Clearing Agency Participants) in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Holders, the Issuer shall notify the Clearing Agency, the Indenture Trustee and all such Holders in writing of the occurrence of any such event and of the availability of Definitive Energy Transition Bonds to the Holders requesting the same. Upon surrender to the Indenture Trustee of the Global Energy Transition Bonds by the Clearing Agency accompanied by registration instructions from such Clearing Agency for registration, the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver, Definitive Energy Transition Bonds in accordance with the instructions of the Clearing Agency. None of the Issuer, the Energy Transition Bond Registrar, the Paying Agent or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. Upon the issuance of Definitive Energy Transition Bonds, the Indenture Trustee shall recognize the Holders of the Definitive Energy Transition Bonds as Holders hereunder without need for any consent or acknowledgement from the Holders. Definitive Energy Transition Bonds will be transferable and exchangeable at the offices of the Energy Transition Bond Registrar.
