Common use of Definitive Transition Bonds Clause in Contracts

Definitive Transition Bonds. If (i) the Issuer advises the Bond Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as depository with respect to any Series or Class of Transition Bonds and the Issuer is unable to locate a qualified successor, (ii) the Issuer, at its option, advises the Bond Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency with respect to any Series or Class of Transition Bonds or (iii) after the occurrence of an Event of Default, Transition Bond Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Transition Bonds of all Series advise the Bond Trustee through the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Transition Bond Owners, then the Clearing Agency shall notify all affected Transition Bond Owners and the Bond Trustee of the occurrence of any such event and of the availability of Definitive Transition Bonds to affected Transition Bond Owners requesting the same. Upon surrender to the Bond Trustee of the typewritten Transition Bond or Transition Bonds representing the Book-Entry Transition Bonds by the Clearing Agency, accompanied by registration instructions, the Issuer Trustee on behalf of the Issuer shall execute and the Bond Trustee shall authenticate the Definitive Transition Bonds in accordance with the instructions of the Clearing Agency. None of the Issuer, the Transition Bond Registrar or the Bond Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Transition Bonds, the Bond Trustee shall recognize the Holders of the Definitive Transition Bonds as Transition Bondholders.

Definitive Transition Bonds. If (a) (i) the Issuer advises the Bond Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as depository with respect to under any Series or Class Letter of Transition Bonds Representations and (ii) the Issuer is unable to locate a qualified successorsuccessor Clearing Agency, (iib) the Issuer, at its option, advises the Bond Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency with respect to any Series or Class of Transition Bonds or (iiic) after the occurrence of an Event of DefaultDefault hereunder, Holders holding Transition Bond Owners representing beneficial interests Bonds aggregating at least not less than a majority of the aggregate Outstanding Amount of the Transition Bonds of all Series maintained as Book-Entry Transition Bonds advise the Bond Trustee 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 Transition Bond OwnersHolders, then the Issuer shall notify the Clearing Agency shall notify Agency, the Indenture Trustee and all affected Transition Bond Owners and the Bond Trustee such Holders in writing of the occurrence of any such event and of the availability of Definitive Transition Bonds to affected Transition Bond Owners the Holders requesting the same. Upon surrender to the Bond Indenture Trustee of the typewritten Transition Bond or Transition Bonds representing the Book-Entry Global Transition Bonds by the Clearing Agency, Agency accompanied by registration instructionsinstructions from such Clearing Agency for registration, the Issuer Trustee on behalf of the Issuer shall execute execute, and the Bond Indenture Trustee shall authenticate the and deliver, Definitive Transition Bonds in accordance with the instructions of the Clearing Agency. None of the Issuer, the Transition Bond Registrar Registrar, the Paying Agent or the Bond 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 Transition Bonds, the Bond Indenture Trustee shall recognize the Holders of the Definitive Transition Bonds as Holders hereunder. Definitive Transition BondholdersBonds will be transferable and exchangeable at the offices of the Transition Bonds Registrar. With respect to any transfer of such listed Transition Bonds, the new Definitive Transition Bonds registered in the names specified by the transferee and the original transferor shall be available at the offices of such transfer agent.

Definitive Transition Bonds. If (i) the Issuer advises the Bond Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as depository with respect to any Series or Class of Transition Bonds and the Issuer is unable to locate a qualified successor, (ii) the Issuer, at its option, advises the Bond Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency with respect to any Series or Class of Transition Bonds or (iii) after the occurrence of an Event of Default, Transition Bond Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Transition Bonds of all Series advise the Bond Trustee through the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Transition Bond Owners, then the Clearing Agency shall notify all affected Transition Bond Owners and the Bond Trustee of the occurrence of any such event and of the availability of Definitive Transition Bonds to affected Transition Bond Owners requesting the same. Upon surrender to the Bond Trustee of the typewritten Transition Bond or Transition Bonds representing the Book-Entry Transition Bonds by the Clearing Agency, accompanied by registration instructions, the Issuer Trustee on behalf of the Issuer shall execute and the Bond Trustee shall authenticate the Definitive Transition Bonds in accordance with the instructions of the Clearing Agency. None of the Issuer, the Transition Bond Registrar or the Bond Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Transition Bonds, the Bond Trustee shall recognize the Holders of the Definitive Transition Bonds as Transition Bondholders.

Definitive Transition Bonds. If (a) (i) the Issuer advises the Bond Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as depository with respect to under any Series or Class Letter of Transition Bonds Representations and (ii) the Issuer is unable to locate a qualified successorsuccessor Clearing Agency, (iib) the Issuer, at its option, advises the Bond Indenture Trustee in writing that that, with respect to any Series, it elects to terminate the book-entry system through the Clearing Agency with respect to any Series or Class of Transition Bonds or (iiic) after the occurrence of an Event of DefaultDefault hereunder, Holders holding Transition Bond Owners representing beneficial interests Bonds aggregating at least not less than a majority of the aggregate Outstanding Amount of the any Series of Transition Bonds of all Series maintained as Book-Entry Transition Bonds advise the Bond Trustee 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 Transition Bond OwnersHolders of such Series, then the Issuer shall notify the Clearing Agency shall notify Agency, the Indenture Trustee and all affected Transition Bond Owners and the Bond Trustee such Holders of such Series in writing of the occurrence of any such event and of the availability of Definitive Transition Bonds of such Series to affected Transition Bond Owners the Holders of such Series requesting the same. Upon surrender to the Bond Indenture Trustee of the typewritten Transition Bond or Global Transition Bonds representing the Book-Entry Transition Bonds of such Series by the Clearing Agency, Agency accompanied by registration instructionsinstructions from such Clearing Agency for registration, the Issuer Trustee on behalf of the Issuer shall execute execute, and the Bond Indenture Trustee shall authenticate the and deliver, Definitive Transition Bonds of such Series in accordance with the instructions of the Clearing Agency. None of the Issuer, the Transition Bond Registrar Registrar, the Paying Agent or the Bond 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 Transition BondsBonds of any Series, the Bond Indenture Trustee shall recognize the Holders of the Definitive Transition Bonds as Holders hereunder. Definitive Transition BondholdersBonds will be transferable and exchangeable at the offices of the Transition Bonds Registrar or, with respect to any Transition Bonds on the Irish Stock Exchange, at the offices of the transfer agent appointed pursuant to Section 3.02. With respect to any transfer of such listed Transition Bonds, the new Definitive Transition Bonds registered in the names specified by the transferee and the original transferor shall be available at the offices of such transfer agent.

Definitive Transition Bonds. (a) If (i) the Issuer advises the Bond Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as depository with respect to any Series or Class of Transition Bonds and the Issuer is unable to locate a qualified successor, (ii) the Issuer, at its option, advises the Bond Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency with respect to any Series or Class of Transition Bonds or (iii) after the occurrence of an Event of Default, Transition Bond Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Transition Bonds of all Series advise the Bond Trustee through the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Transition Bond Owners, then the Clearing Agency shall notify all affected Transition Bond Owners and the Bond Trustee of the occurrence of any such event and of the availability of Definitive Transition Bonds to affected Transition Bond Owners requesting the same. Upon surrender to the Bond Trustee of the typewritten Transition Bond or Transition Bonds representing the Book-Entry Transition Bonds by the Clearing Agency, accompanied by registration instructions, the Issuer Trustee a Manager on behalf of the Issuer shall execute and the Bond Trustee shall authenticate the Definitive Transition Bonds in accordance with the instructions of the Clearing Agency. None of the Issuer, the Transition Bond Registrar or the Bond Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Any Definitive Transition Bonds listed on the Luxembourg Stock Exchange shall be made available to the Transition Bond Owners through the office of the transfer agent appointed pursuant to Section 3.02(b). Upon the issuance of Definitive Transition Bonds, the Bond Trustee shall recognize the Holders of the Definitive Transition Bonds as Transition Bondholders. (b) Definitive Transition Bonds will be transferable and exchangeable at the offices of the Transition Bond Registrar or, with respect to any Transition Bonds listed on the Luxembourg Stock Exchange, at the offices of the transfer agent appointed pursuant to Section 3.02(b). With respect to any transfer of such listed Transition Bonds, the new Definitive Transition Bonds registered in the names specified by the transferee and the original transferor shall be available at the offices of such transfer agent.

Definitive Transition Bonds. If (i) the Issuer advises the Bond Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as depository with respect to any Series or Class of Transition Bonds and the Issuer is unable to locate a qualified successor, (ii) the Issuer, at its option, advises the Bond Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency with respect to any Series or Class of Transition Bonds or (iii) after the occurrence of an Event of Default, Transition Bond Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Transition Bonds of all Series advise the Bond Trustee through the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Transition Bond Owners, then the Clearing Agency shall notify all affected Transition Bond Owners and the Bond Trustee of the occurrence of any such event and of the availability of Definitive Transition Bonds to affected Transition Bond Owners requesting the same. Upon surrender to the Bond Trustee of the typewritten Transition Bond or Transition Bonds representing the Book-Entry Transition Bonds by the Clearing Agency, accompanied by registration instructions, the Issuer Trustee a Manager on behalf of the Issuer shall execute and the Bond Trustee shall authenticate the Definitive Transition Bonds in accordance with the instructions of the Clearing Agency. None of the Issuer, the Transition Bond Registrar or the Bond Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Transition Bonds, the Bond Trustee shall recognize the Holders of the Definitive Transition Bonds as Transition Bondholders.

Definitive Transition Bonds. If (a) (i) the Issuer advises the Bond Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as depository with respect to under any Series or Class Letter of Transition Bonds Representations and (ii) the Issuer is unable to locate a qualified successorsuccessor Clearing Agency, (iib) the Issuer, at its option, advises the Bond Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency with respect to any Series or Class of Transition Bonds or (iiic) after the occurrence of an Event of DefaultDefault hereunder, Holders holding Transition Bond Owners representing beneficial interests Bonds aggregating at least not less than a majority of the aggregate Outstanding Amount of the Transition Bonds of all Series maintained as Book-Entry Transition Bonds advise the Bond Trustee 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 Transition Bond OwnersHolders, then the Issuer shall notify the Clearing Agency shall notify Agency, the Indenture Trustee and all affected Transition Bond Owners and the Bond Trustee such Holders in writing of the occurrence of any such event and of the availability of Definitive Transition Bonds to affected Transition Bond Owners the Holders requesting the same. Upon surrender to the Bond Indenture Trustee of the typewritten Transition Bond or Transition Bonds representing the Book-Entry Global Transition Bonds by the Clearing Agency, Agency accompanied by registration instructionsinstructions from such Clearing Agency for registration, the Issuer Trustee on behalf of the Issuer shall execute execute, and the Bond Indenture Trustee shall authenticate the and deliver, Definitive Transition Bonds in accordance with the instructions of the Clearing Agency. None of the Issuer, the Transition Bond Registrar Registrar, the Paying Agent or the Bond 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 Transition Bonds, the Bond Indenture Trustee shall recognize the Holders of the Definitive Transition Bonds as Holders hereunder. Definitive Transition BondholdersBonds will be transferable and exchangeable at the offices of the Transition Bonds Registrar. With respect to any transfer of such Definitive Transition Bonds, the new Definitive Transition Bonds registered in the names specified by the transferee and the original transferor shall be available at the offices of such transfer agent.

Definitive Transition Bonds. (a) If (i) the Issuer advises the Bond Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as depository with respect to any Series or Class of Transition Bonds and the Issuer is unable to locate a qualified successor, (ii) the Issuer, at its option, advises the Bond Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency with respect to any Series or Class of Transition Bonds or (iii) after the occurrence of an Event of Default, Transition Bond Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Transition Bonds of all Series advise the Bond Trustee through the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Transition Bond Owners, then the Clearing Agency shall notify all affected Transition Bond Owners and the Bond Trustee of the occurrence of any such event and of the availability of Definitive Transition Bonds to affected Transition Bond Owners requesting the same. Upon surrender to the Bond Trustee of the typewritten Transition Bond or Transition Bonds representing the Book-Entry Transition Bonds by the Clearing Agency, accompanied by registration instructions, the Issuer Trustee a Manager on behalf of the Issuer shall execute and the Bond Trustee shall authenticate the Definitive Transition Bonds in accordance with the instructions of the Clearing Agency. None of the Issuer, the Transition Bond Registrar or the Bond Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Any Definitive Transition Bonds listed on the Luxembourg Stock Exchange shall be made available to the Transition Bond Owners through the office of the transfer agent appointed pursuant to Section 3.02(b). Upon the issuance of Definitive Transition Bonds, the Bond Trustee shall recognize the Holders of the Definitive Transition Bonds as Transition Bondholders. (b) Definitive Transition Bonds shall be transferable and exchangeable at the offices of the Transition Bond Registrar or, with respect to any Transition Bonds listed on the Luxembourg Stock Exchange, at the offices of the transfer agent appointed pursuant to Section 3.02(b). With respect to any transfer of such listed Transition Bonds, the new Definitive Transition Bonds registered in the names specified by the transferee and the original transferor shall be available at the offices of such transfer agent.

Definitive Transition Bonds. (a) If (i) the Issuer advises the Bond Trustee in writing that the then acting Clearing Agency is no longer willing or able to properly discharge its responsibilities as depository with respect to any Series or Class of Transition Bonds and the Issuer is unable to locate a qualified successor, (ii) the Issuer, at its option, advises the Bond Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency with respect to any Series or Class of Transition Bonds or (iii) after the occurrence of an Event of Default, Transition Bond Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Transition Bonds of all Series advise the Bond Trustee through the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Transition Bond Owners, then the Clearing Agency shall notify all affected Transition Bond Owners and the Bond Trustee of the occurrence of any such event and of the availability of Definitive Transition Bonds to affected Transition Bond Owners requesting the same. Upon surrender to the Bond Trustee of the typewritten Transition Bond or Transition Bonds representing the Book-Entry Transition Bonds by the Clearing Agency, accompanied by registration instructions, the Issuer Trustee a Manager on behalf of the Issuer shall execute and the Bond Trustee shall authenticate the Definitive Transition Bonds in accordance with the instructions of the Clearing Agency. None of the Issuer, the Transition Bond Registrar or the Bond Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Transition Bonds, the Bond Trustee shall recognize the Holders of the Definitive Transition Bonds as Transition Bondholders. (b) Definitive Transition Bonds will be transferable and exchangeable at the offices of the Transition Bond Registrar.

Definitive Transition Bonds. (a) If (i) the Issuer advises the Bond Trustee in writing that the then acting Clearing Agency is no longer willing or able to properly discharge its responsibilities as depository with respect to any Series or Class of Transition Bonds and the Issuer is unable to locate a qualified successor, (ii) the Issuer, at its option, advises the Bond Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency with respect to any Series or Class of Transition Bonds or (iii) after the occurrence of an Event of Default, Transition Bond Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Transition Bonds of all Series advise the Bond Trustee through the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Transition Bond Owners, then the Clearing Agency shall notify all affected Transition Bond Owners and the Bond Trustee of the occurrence of any such event and of the availability of Definitive Transition Bonds to affected Transition Bond Owners requesting the same. Upon surrender to the Bond Trustee of the typewritten Transition Bond or Transition Bonds representing the Book-Entry Transition Bonds by the Clearing Agency, accompanied by registration instructions, the Issuer Trustee a Manager on behalf of the Issuer shall execute and the Bond Trustee shall authenticate the Definitive Transition Bonds in accordance with the instructions of the Clearing Agency. None of the Issuer, the Transition Bond Registrar or the Bond Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Transition Bonds, the Bond Trustee shall recognize the Holders of the Definitive Transition Bonds as Transition Bondholders. (b) Definitive Transition Bonds will be transferable and exchangeable at the offices of the Transition Bond Registrar.

Definitive Transition Bonds. If (a) (i) the Issuer advises the Bond Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as depository with respect to under any Series or Class Letter of Transition Bonds Representations and (ii) the Issuer is unable to locate a qualified successorsuccessor Clearing Agency, (iib) the Issuer, at its option, advises the Bond Indenture Trustee in writing that that, with respect to any Series, it elects to terminate the book-entry system through the Clearing Agency with respect to any Series or Class of Transition Bonds or (iiic) after the occurrence of an Event of DefaultDefault hereunder, Holders holding Transition Bond Owners representing beneficial interests Bonds aggregating at least not less than a majority of the aggregate Outstanding Amount of the any Series of Transition Bonds of all Series maintained as Book-Entry Transition Bonds advise the Bond Trustee 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 Transition Bond OwnersHolders of such Series, then the Issuer shall notify the Clearing Agency shall notify Agency, the Indenture Trustee and all affected Transition Bond Owners and the Bond Trustee such Holders of such Series in writing of the occurrence of any such event and of the availability of Definitive Transition Bonds of such Series to affected Transition Bond Owners the Holders of such Series requesting the same. Upon surrender to the Bond Indenture Trustee of the typewritten Transition Bond or Global Transition Bonds representing the Book-Entry Transition Bonds of such Series by the Clearing Agency, Agency accompanied by registration instructionsinstructions from such Clearing Agency for registration, the Issuer Trustee on behalf of the Issuer shall execute execute, and the Bond Indenture Trustee shall authenticate the and deliver, Definitive Transition Bonds of such Series in accordance with the instructions of the Clearing Agency. None of the Issuer, the Transition Bond Registrar Registrar, the Paying Agent or the Bond 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 Transition BondsBonds of any Series, the Bond Indenture Trustee shall recognize the Holders of the Definitive Transition Bonds as Holders hereunder. Definitive Transition BondholdersBonds will be transferable and exchangeable at the offices of the Transition Bonds Registrar. With respect to any transfer of such listed Transition Bonds, the new Definitive Transition Bonds registered in the names specified by the transferee and the original transferor shall be available at the offices of such transfer agent.

Definitive Transition Bonds. If (i) the Clearing Agency or the Issuer advises the Bond Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as nominee and depository with respect to any Book-Entry Series or Class Tranche of Transition Bonds and the Issuer is unable to locate a qualified successor, (ii) the Issuer, at its option, Issuer advises the Bond Trustee in writing that it elects to terminate discontinue use of the book-entry system entry-only transfers through the Clearing Agency with respect to any Series or Class Tranche of Transition Bonds and to deliver certificated Transition Bonds to the Clearing Agency or (iii) after the occurrence of an Event of Default, Transition Bond Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Transition Bonds of all Series maintained as Book-Entry Transition Bonds advise the Bond Trustee Issuer and, through the Clearing Agency Agency, the Trustee in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Transition Bond OwnersOwners of such Series, then the Clearing Agency Trustee shall notify all affected Transition Bond Owners and the Bond Trustee Issuer of the occurrence of any such event and of the availability of Definitive Transition Bonds to affected Transition Bond Owners requesting the same. Upon surrender by the Clearing Agency to the Bond Trustee of the typewritten Transition Bond or Transition Bonds representing the Book-Entry Transition Bonds by the Clearing Agencyof that Series, accompanied by registration instructions, the Issuer Trustee a Manager on behalf of the Issuer shall execute and the Bond Trustee shall authenticate the Definitive Transition Bonds in accordance with the instructions of the Clearing Agency. None of the Issuer, the Transition Bond Registrar or the Bond Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Transition Bonds, the Bond Trustee shall recognize the Holders of the Definitive Transition Bonds as Transition Bondholders. Definitive Transition Bonds will be transferable and exchangeable at the offices of the Transition Bond Registrar or, with respect to any Transition Bonds listed on the Luxembourg Stock Exchange, at the offices of the transfer agent appointed pursuant to the second paragraph of Section 3.02. With respect to any transfer of such listed Transition Bonds, the new Definitive Transition Bonds registered in the names specified by the transferee and the original transferor shall be available at the offices of such transfer agent.

Definitive Transition Bonds. If (a) (i) the Issuer advises the Bond Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as depository with respect to under any Series or Class Letter of Transition Bonds Representations and (ii) the Issuer is unable to locate a qualified successorsuccessor Clearing Agency, (iib) the Issuer, at its option, advises the Bond Indenture Trustee in writing that that, with respect to any Series, it elects to terminate the book-entry system through the Clearing Agency with respect to any Series or Class of Transition Bonds or (iiic) after the occurrence of an Event of DefaultDefault hereunder, Holders holding Transition Bond Owners representing beneficial interests Bonds aggregating at least not less than a majority of the aggregate Outstanding Amount of the any Series of Transition Bonds of all Series maintained as Book-Entry Transition Bonds advise the Bond Trustee 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 Transition Bond OwnersHolders of such Series, then the Issuer shall notify the Clearing Agency shall notify Agency, the Indenture Trustee and all affected Transition Bond Owners and the Bond Trustee such Holders of such Series in writing of the occurrence of any such event and of the availability of Definitive Transition Bonds of such Series to affected Transition Bond Owners the Holders of such Series requesting the same. Upon surrender to the Bond Indenture Trustee of the typewritten Transition Bond or Global Transition Bonds representing the Book-Entry Transition Bonds of such Series by the Clearing Agency, Agency accompanied by registration instructionsinstructions from such Clearing Agency for registration, the Issuer Trustee on behalf of the Issuer shall execute execute, and the Bond Indenture Trustee shall authenticate the and deliver, Definitive Transition Bonds of such Series in accordance with the instructions of the Clearing Agency. None of the Issuer, the Transition Bond Registrar Registrar, the Paying Agent or the Bond 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 Transition BondsBonds of any Series, the Bond Indenture Trustee shall recognize the Holders of the Definitive Transition Bonds as Holders hereunder. Definitive Transition BondholdersBonds will be transferable and exchangeable at the offices of the Transition Bonds Registrar [or, with respect to any Transition Bonds on the Irish Stock Exchange, at the offices of the transfer agent appointed pursuant to Section 3.02.] With respect to any transfer of such listed Transition Bonds, the new Definitive Transition Bonds registered in the names specified by the transferee and the original transferor shall be available at the offices of such transfer agent.

Definitive Transition Bonds. If (i) the Clearing Agency or the Issuer advises the Bond Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as nominee and depository with respect to any Book-Entry Series or Class Tranche of Transition Bonds and the Issuer is unable to locate a qualified successor, (ii) the Issuer, at its option, Issuer advises the Bond Trustee in writing that it elects to terminate discontinue use of the book-entry system entry-only transfers through the Clearing Agency with respect to any Series or Class Tranche of Transition Bonds and to deliver certificated Transition Bonds to the Clearing Agency or (iii) after the occurrence of an Event of Default, Transition Bond Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Transition Bonds of all Series maintained as Book-Entry Transition Bonds advise the Bond Trustee Issuer and, through the Clearing Agency Agency, the Trustee in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Transition Bond OwnersOwners of such Series, then the Clearing Agency shall notify all affected Transition Bond Owners Owners, the Issuer and the Bond Trustee of the occurrence of any such event and of the availability of Definitive Transition Bonds to affected Transition Bond Owners requesting the same. Upon surrender by the Clearing Agency to the Bond Trustee of the typewritten Transition Bond or Transition Bonds representing the Book-Entry Transition Bonds by the Clearing Agencyof that Series, accompanied by registration instructions, the Issuer Trustee a Manager on behalf of the Issuer shall execute and the Bond Trustee shall authenticate the Definitive Transition Bonds in accordance with the instructions of the Clearing Agency. None of the Issuer, the Transition Bond Registrar or the Bond Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. [Any Definitive Transition Bonds listed on the Luxembourg Stock Exchange shall be made available to the Transition Bondholders through the office of the transfer agent appointed pursuant to the second paragraph of Section 3.02.] Upon the issuance of Definitive Transition Bonds, the Bond Trustee shall recognize the Holders of the Definitive Transition Bonds as Transition Bondholders.