Common use of Registration; Registration of Transfer and Exchange of Energy Transition Bonds Clause in Contracts

Registration; Registration of Transfer and Exchange of Energy Transition Bonds. The Issuer shall cause to be kept a register (the “Energy Transition Bond Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Energy Transition Bonds and the registration of transfers of Energy Transition Bonds. U.S. Bank Trust Company, National Association shall be “Energy Transition Bond Registrar” for the purpose of registering the Energy Transition Bonds and transfers of Energy Transition Bonds as herein provided. Upon any resignation of any Energy Transition Bond Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Energy Transition Bond Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Energy Transition Bond Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Energy Transition Bond Registrar and of the location, and any change in the location, of the Energy Transition Bond Register, and the Indenture Trustee shall have the right to inspect the Energy Transition Bond Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely conclusively upon a certificate executed on behalf of the Energy Transition Bond Registrar by a Responsible Officer thereof as to the names and addresses of the Holders and the principal amounts and number of the Energy Transition Bonds (separately stated by Txxxxxx). Upon surrender for registration of transfer of any Energy Transition Bond at the office or agency of the Issuer to be maintained as provided in Section 3.02, provided that the requirements of Section 8-401 of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Holder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Energy Transition Bonds in any Authorized Denominations, of the same Tranche and aggregate principal amount. At the option of the Holder, Energy Transition Bonds may be exchanged for other Energy Transition Bonds in any Authorized Denominations, of the same Tranche and aggregate principal amount, upon surrender of the Energy Transition Bonds to be exchanged at such office or agency as provided in Section 3.02. Whenever any Energy Transition Bonds are so surrendered for exchange, the Issuer shall, provided that the requirements of Section 8-401 of the UCC are met, execute, and, upon any such execution, the Indenture Trustee shall authenticate and the Holder shall obtain from the Indenture Trustee, the Energy Transition Bonds that the Holder making the exchange is entitled to receive. All Energy Transition Bonds issued upon any registration of transfer or exchange of other Energy Transition Bonds shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Energy Transition Bonds surrendered upon such registration of transfer or exchange. Every Energy Transition Bond presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by: (a) a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an institution that is a member of: (i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv) such other signature guaranty program acceptable to the Indenture Trustee; and (b) such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Energy Transition Bonds, but the Issuer or the Indenture Trustee may require payment of a sum sufficient to cover any tax or other governmental charge or any fees or expenses of the Indenture Trustee that may be imposed in connection with any registration of transfer or exchange of Energy Transition Bonds, other than exchanges pursuant to Section 2.04 or Section 2.06 not involving any transfer The preceding provisions of this Section 2.05 notwithstanding, the Issuer shall not be required to make, and the Energy Transition Bond Registrar need not register, transfers or exchanges of any Energy Transition Bond that has been submitted within 15 days preceding the due date for any payment with respect to such Energy Transition Bond until after such due date has occurred.