Common use of Registration, Transfer and Exchange of Bonds Clause in Contracts

Registration, Transfer and Exchange of Bonds. (a) The Trustee shall keep books for the registration and for the transfer of Bonds as provided in this Indenture. (b) The Bonds may be transferred to an Approved Investor only upon the books kept for the registration and transfer of Bonds upon surrender thereof to the Trustee duly endorsed for transfer or accompanied by an assignment duly executed by the Owner or such Owner’s attorney or legal representative in such form as shall be satisfactory to the Trustee. In connection with any such transfer of the Bonds, the City and the Trustee shall receive an executed representation letter signed by the proposed assignee in substantially the form of Exhibit D attached hereto and incorporated herein by reference. Upon any such transfer, the City shall execute and the Trustee shall authenticate and deliver in exchange for such Bond a new fully-registered Bond or Bonds, registered in the name of the transferee, of any denomination or denominations authorized by this Indenture, in an aggregate principal amount equal to the Outstanding principal amount of such Bond, of the same maturity and bearing interest at the same rate. (c) In all cases in which Bonds are exchanged or transferred hereunder the provisions of any legend restrictions on the Bonds shall be complied with and the City shall execute and the Trustee shall authenticate and deliver at the earliest practicable time Bonds in accordance with the provisions of this Indenture. All Bonds surrendered in any such exchange or transfer shall forthwith be canceled by the Trustee. The City or the Trustee may make a reasonable charge for every such exchange or transfer of Bonds sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer, and such charge shall be paid before any such new Bond shall be delivered. Neither the City nor the Trustee shall be required to make any such exchange or transfer of Bonds during the 15 days immediately preceding a Payment Date on the Bonds or, in the case of any proposed redemption of Bonds, during the 15 days immediately preceding the selection of Bonds for such redemption or after such Bonds or any portion thereof has been selected for redemption. (d) If any Owner fails to provide a certified taxpayer identification number to the Trustee, the Trustee may make a charge against such Owner sufficient to pay any governmental charge required to be paid as a result of such failure, which amount may be deducted by the Trustee from amounts otherwise payable to such Owner under such Owner’s Bond. Section 207. Persons Deemed Owners of Bonds. As to any Bond, the Person in whose name the same is registered as shown on the bond registration books required by Section 206 shall be deemed and regarded as the absolute owner thereof for all purposes. Payment of or on account of the principal of and interest on any such Bond shall be made only to or upon the order of the Owner thereof or a legal representative thereof. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond, including the interest thereon, to the extent of the sum or sums so paid.

Registration, Transfer and Exchange of Bonds. (a) All Bonds shall be issued in fully registered form. The Trustee Bonds shall keep books for the registration be registered upon original issuance and for the upon subsequent transfer of Bonds or exchange as provided in this Indenture. (b) . The Trustee shall act as registrar and transfer agent for the Bonds. So long as any of the Bonds may be transferred to an Approved Investor only upon remain outstanding, the Issuer will cause books kept for the registration and transfer of Bonds upon surrender thereof Bonds, as provided in this Indenture, to be maintained and kept at the Trustee duly endorsed for transfer or accompanied by an assignment duly executed by the Owner or such Owner’s attorney or legal representative in such form as shall be satisfactory to Principal Office of the Trustee. In connection with any such transfer . (b) Bonds may be exchanged, at the option of the Bondstheir Holder, the City and the Trustee shall receive an executed representation letter signed by the proposed assignee in substantially the form of Exhibit D attached hereto and incorporated herein by reference. Upon any such transfer, the City shall execute and the Trustee shall authenticate and deliver in exchange for such Bond a new fully-registered Bond or Bonds, registered in the name of the transferee, Bonds of any authorized denomination or denominations authorized by this Indenture, in an aggregate principal amount equal to the Outstanding unmatured and unredeemed principal amount of such Bondof, of the same maturity and bearing interest at the same raterate and maturing on the same date or dates as, the Bonds being exchanged. The exchange shall be made upon presentation and surrender of the Bonds being exchanged at the Principal Office of the Trustee, together with an assignment duly executed by the Holder or its duly authorized attorney in form and with guarantee of signature satisfactory to the Trustee. (c) Any Bond may be transferred upon the Register, upon presentation and surrender thereof at the Principal Office of the Trustee, together with an assignment duly executed by the Holder or its duly authorized attorney in form and with guarantee of signature satisfactory to the Trustee. Upon transfer of any Bond, the Issuer shall execute in the name of the transferee, and the Trustee shall authenticate and deliver, a new Bond or Bonds of any authorized denomination or denominations in an aggregate principal amount equal to the unmatured and unredeemed principal amount of, and bearing interest at the same rate and maturing on the same date or dates as, the Bonds presented and surrendered for transfer. (d) In all cases in which Bonds are shall be exchanged or transferred hereunder hereunder, the provisions of any legend restrictions on the Bonds Issuer shall be complied with and the City shall execute execute, and the Trustee shall authenticate and deliver at the earliest practicable time deliver, Bonds in accordance with the provisions of this Indenture. All Bonds surrendered in any such The exchange or transfer shall forthwith be canceled by made without charge; provided that the Trustee. The City Issuer or the Trustee may make a reasonable charge for every such exchange or transfer of Bonds sufficient to reimburse it them for any tax, fee tax or other governmental charge excise required to be paid with respect to such the exchange or transfer, and such . The charge shall be paid before any such a new Bond is delivered. (e) All Bonds issued upon any transfer or exchange of Bonds shall be deliveredthe valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Bonds surrendered upon transfer or exchange. Neither After the City nor Conversion Date, the Trustee shall not be required to make any such exchange or transfer (i) any Bond during a period beginning at the opening of business ten days before the date of the mailing of a notice of redemption of Bonds during and ending at the 15 days immediately preceding a Payment Date close of business on the Bonds orday of such mailing, in the case of (ii) any proposed redemption of Bonds, during the 15 days immediately preceding the selection of Bonds for such redemption or after such Bonds or any portion thereof has been Bond selected for redemption, in whole or in part, or (iii) any Bond during the period of 15 days preceding any Interest Payment Date. (df) If In case any Owner fails to provide a certified taxpayer identification number to Bond is redeemed in part only, on or after the Trustee, redemption date and upon presentation and surrender of the Trustee may make a charge against such Owner sufficient to pay any governmental charge required to be paid as a result of such failure, which amount may be deducted by the Trustee from amounts otherwise payable to such Owner under such Owner’s Bond. Section 207. Persons Deemed Owners of Bonds. As to any Bond, the Person Issuer, subject to the provisions of Sections 2.12 and 2.13, shall cause execution of, and the Trustee shall authenticate and deliver, a new Bond or Bonds in whose name authorized denominations in an aggregate principal amount equal to the unmatured and unredeemed portion of, and bearing interest at the same is registered as shown rate and maturing on the bond registration books required by Section 206 shall be deemed and regarded as same date or dates as, the absolute owner thereof for all purposes. Payment of or on account of the principal of and interest on any such Bond shall be made only to or upon the order of the Owner thereof or a legal representative thereof. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond, including the interest thereon, to the extent of the sum or sums so paidredeemed in part.

Registration, Transfer and Exchange of Bonds. (a) The Trustee shall keep books for the registration and for the transfer of Bonds as provided in this Indenture. (b) The Bonds may be transferred to an Approved Investor only upon the books kept for the registration and transfer of Bonds upon surrender thereof to the Trustee duly endorsed for transfer or accompanied by an assignment duly executed by the Owner registered owner or such Owner’s owner's attorney or legal representative representative, in such form as shall be satisfactory to the Trustee. The Bonds have not been registered under the Securities Act of 1933, as amended, or any state securities law, and the Bonds may not be transferred unless (i) the Issuer consents in writing to such transfer, and (ii) and the Issuer and the Trustee are furnished a written legal opinion from counsel acceptable to the Trustee, the City and the Corporation, to the effect that such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities law. The Bonds may be transferred to any successor to the Corporation or any entity owned or under common ownership with the Corporation, as lessee under the Lease without the necessity of obtaining the City's consent or such an opinion. In connection with any such transfer of the Bonds, the City and Bonds the Trustee shall receive an executed representation letter signed by the proposed assignee in containing substantially the form same representations contained in the representation letter delivered to the Trustee from each Bondowner upon the initial issuance of Exhibit D attached hereto and incorporated herein by referencethe Bonds. Upon any such transfer, the City Issuer shall execute and the Trustee shall authenticate and deliver in exchange for such Bond Bonds a new fully-fully registered Bond or Bonds, registered in the name of the transferee, of any denomination or denominations authorized by this Indenture, in an aggregate principal amount equal to the Outstanding outstanding principal amount of such BondBonds, of the same series and maturity and bearing interest at the same rate. (c) In all cases in which Bonds are shall be exchanged or transferred hereunder hereunder, the provisions of any legend restrictions on the Bonds shall be complied with and the City Issuer shall execute and the Trustee shall authenticate and deliver at the earliest practicable time Bonds in accordance with the provisions of this Indenture. All Bonds surrendered in any such exchange or transfer shall forthwith be canceled cancelled by the Trustee. The City Issuer or the Trustee may make a reasonable charge for every such exchange or transfer of Bonds sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer, and such charge shall be paid by the Bondowner before any such new Bond shall be delivered. Neither the City Issuer nor the Trustee shall be required to make any such exchange or transfer of Bonds during on or after the 15 days immediately Record Date preceding a Payment Date on the Bonds or, in the case of any proposed redemption of Bonds, during the 15 days immediately preceding the selection of Bonds for such redemption or after such Bonds or any portion thereof has been selected for redemption. (d) If any Owner fails to provide a certified taxpayer identification number to the Trustee, the Trustee may make a charge against such Owner sufficient to pay any governmental charge required to be paid as a result of such failure, which amount may be deducted by the Trustee from amounts otherwise payable to such Owner under such Owner’s Bond. Section 207. Persons Deemed Owners of Bonds. As to any Bond, the Person in whose name the same is registered as shown on the bond registration books required by Section 206 shall be deemed and regarded as the absolute owner thereof for all purposes. Payment of or on account of the principal of and interest on any such Bond shall be made only to or upon the order of the Owner thereof or a legal representative thereof. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond, including the interest thereon, to the extent of the sum or sums so paid.

Registration, Transfer and Exchange of Bonds. (a) The Trustee is hereby appointed Bond Registrar for the purpose of registering, authenticating, transferring and exchanging Bonds and as such shall keep books for the registration and for the transfer of Bonds Bond Register as provided in this Indenture. All of the Bonds and all transfers and all exchanges thereof shall be fully registered as to principal and interest in the Bond Register. (b) The Bonds other than Undelivered Bonds may be transferred to an Approved Investor in the Bond Register only upon the books kept for the registration and transfer of Bonds upon surrender thereof to the Trustee Bond Registrar duly endorsed for transfer or accompanied by an assignment a written instrument of transfer duly executed by the Owner thereof or such Owner’s 's attorney or legal representative in such form as shall be satisfactory to the TrusteeBond Registrar. In connection with any such transfer Undelivered Bonds may be transferred in the Bond Register upon being deemed to have been purchased pursuant to Section 306 or 307 or paragraph (e) of the Bonds, the City and the Trustee shall receive an executed representation letter signed by the proposed assignee in substantially the form of Exhibit D attached hereto and incorporated herein by referenceSection 302. Upon any such transfertransfer and subject to Section 206(i), the City Issuer shall execute and the Trustee Bond Registrar shall authenticate and deliver in exchange for such Bond a new fully-registered Bond or BondsBonds of the same series, registered in the name of the transferee, of any denomination or denominations authorized by this Indenture, Indenture in an aggregate principal amount equal to the Outstanding principal amount of such the surrendered Bond, of the same maturity and bearing interest at the same rate. (c) Subject to Section 206(i), Bonds, upon surrender thereof at the principal corporate trust office of the Bond Registrar, together with a written instrument of transfer duly executed by the Owner thereof or such Owner's attorney or legal representative in such form as shall be satisfactory to the Bond Registrar, may, at the option of the Owner thereof, be exchanged for an equal aggregate principal amount of Bonds of the same series and maturity, of any denomination or denominations authorized by this Indenture, and bearing interest at the same rate. (d) In all cases in which Bonds are exchanged or transferred hereunder hereunder, the provisions of any legend restrictions on the Bonds shall be complied with and the City Issuer shall execute and the Trustee Bond Registrar shall authenticate and deliver at the earliest practicable time Bonds in accordance with the provisions of this Indenture. All Bonds surrendered in any such exchange or transfer shall forthwith be canceled by the TrusteeBond Registrar. The City No service charge shall be made to any Bondowner for registration, transfer or exchange of Bonds, but the Issuer or the Trustee Bond Registrar may make a reasonable charge for every such exchange or transfer of Bonds sufficient to reimburse it for any tax, fee tax or other governmental charge required to be paid with respect to such exchange or transfer, and such charge shall be paid before any such new Bond transfer or exchange shall be delivered. completed. (e) Neither the City Issuer nor the Bond Registrar shall be required (i) to issue, transfer or exchange any Bond during a period beginning at the opening of business 15 days preceding the date of mailing a notice of redemption for Bonds selected for redemption under Section 303 and ending at the close of business on the day of such mailing or (ii) to transfer or exchange any Bonds selected for redemption in whole or in part; provided, however, that this Section shall not apply to, nor in any way impair, the Owners' ability to exercise their rights pursuant to Section 306. (f) The Series 1998A Bonds shall initially be registered to Cede & Co., the nominee for the Securities Depository, and no beneficial owner will receive certificates representing their respective interests in the Series 1998A Bonds, except in the event the Trustee issues Replacement Bonds as provided in paragraph (g) hereof. So long as the Series 1998A Bonds are registered in the name (including any nominee name) of the Securities Depository, all references herein to the Owner, Bondowner, bondholder, owner or registered owner shall refer only to the Securities Depository and not to any beneficial owner or Participant. It is anticipated that during the term of the Series 1998A Bonds, the Securities Depository will make book-entry transfers among its Participants and receive and transmit payment of principal of, premium, if any, and interest on, the Series 1998A Bonds to the Participants until and unless the Trustee authenticates and delivers Replacement Bonds to the beneficial owners as described in paragraph (g). (g) If: (1) the Issuer or the Trustee determines (A) that the Securities Depository is unable to properly discharge its responsibilities, or (B) that the Securities Depository is no longer qualified to act as a securities depository and registered clearing agency under the Securities and Exchange Act of 1934, as amended, or (C) that the continuation of a book-entry system to the exclusion of any Series 1998A Bonds being issued to any Owner other than Cede & Co. is no longer in the best interests of the beneficial owners of the Series 1998A Bonds, or (2) the Trustee receives written notice from Participants having interests in not less than 50% of the Outstanding principal amount of the Series 1998A Bonds, as shown on the records of the Securities Depository (and certified to such effect by the Securities Depository), that the continuation of a book-entry system to the exclusion of any Series 1998A Bonds being issued to any Owner other than Cede & Co. is no longer in the best interests of the beneficial owners of the Series 1998A Bonds, then the Trustee shall notify the Owners by first class mail to the names and addresses provided by the Securities Depository of such determination or such notice and of the availability of certificates to Owners requesting the same, and the Trustee shall register in the name of and authenticate and deliver Replacement Bonds to the beneficial owners or their nominees in principal amounts and maturity amounts representing the interest of each, making such adjustments as it may find necessary or appropriate as to accrued interest and previous calls for redemption; provided, that in the case of a determination under (1)(A) or (1)(B) in this Section 206(g), the Issuer, with the consent of the Trustee and the Lessee, may select a successor securities depository in accordance with paragraph (h) of this Section to effect book-entry transfers. In such event, all references to the Securities Depository herein shall relate to the period of time when the Securities Depository is the Owner of at least one Series 1998A Bond. Upon the issuance of Replacement Bonds, all references herein to obligations imposed upon or to be performed by the Securities Depository shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable and reasonably possible with respect to such Replacement Bonds. If the Securities Depository is replaced in accordance with paragraph (h) of this Section, then the Trustee shall authenticate and cause delivery of Replacement Bonds to Owners, as provided herein. The Trustee may rely on information from the Securities Depository and its Participants as to the names of the beneficial owners of the Series 1998A Bonds. The reasonable cost of printing Replacement Bonds and expenses of the Trustee shall be required paid for by the Lessee as an Additional Payment. (h) In the event the Securities Depository resigns or is no longer qualified to make act as a securities depository and registered clearing agency under the Securities and Exchange Act of 1934, as amended, the Issuer or the Trustee, with the consent of the Lessee, may appoint a successor Securities Depository provided the Trustee receives written evidence satisfactory to the Trustee with respect to the ability of the successor Securities Depository to discharge its responsibilities. Any such successor Securities Depository shall be a securities depository which is a registered clearing agency under the Securities and Exchange Act of 1934, as amended, or other applicable statute or regulation that operates a securities depository upon reasonable and customary terms. The Trustee upon its receipt of a Series 1998A Bond or Bonds for cancellation shall cause the delivery of Series 1998A Bonds to the successor Securities Depository in appropriate denominations and form as provided herein. (i) The Series 1998B Bonds and the Series 1998C Bonds may only be held by or transferred (1) to the Issuer or the Lessee, (2) pursuant to a registration statement which has been declared effective under the Securities Act of 1933 (the "1933 Act"), or (3) to institutional "accredited investors" as defined in Rule 501(a) under the 1933 Act, or "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the 1933 Act. By its acceptance of a Series 1998B Bond or a Series 1998C Bond, each purchaser (other than the Issuer or the Lessee) of such Bond will be deemed to (A) have represented that it is (i) an institutional accredited investor or a fiduciary or agent (other that a United States bank or savings and loan association) that is acting on behalf of an institutional accredited investor and that such Bond is being acquired for investment and not with a view to distribution, or (ii) a QIB acting on behalf of itself or another QIB (and, if it is a QIB, acknowledges that it is aware that the seller may rely on an exemption from the provisions of Section 5 of the 1933 Act pursuant to Rule 144A), and (B) agreed that any resale of the such exchange Bond will be made only in a transaction exempt from registration under the 1933 Act and only to an institutional accredited investor or to a QIB in a transaction made pursuant to Rule 144A under the 1933 Act, to the Issuer or the Lessee or pursuant to an effective registration statement filed under the 1933 Act or pursuant to another available exemption from the registration requirements under the 1933 Act. Each Series 1998B Bond and each Series 1998C Bond will bear a legend containing substantially the information set forth in this paragraph. In addition to the requirements set forth in this paragraph, while the Series 1998A Bonds are Outstanding, the Series 1998B Bonds and the Series 1998C Bonds may only be transferred with the written consent of the Letter of Credit Provider. The Trustee and the Lessee shall have the right prior to any offer, sale or transfer of the Series 1998B Bonds during and the 15 days immediately preceding a Payment Date on the Series 1998C Bonds or, in the case of any proposed redemption of Bonds, during the 15 days immediately preceding the selection of Bonds for such redemption or after such Bonds or any portion thereof has been selected for redemption. (d) If any Owner fails to provide a certified taxpayer identification number other than to the TrusteeIssuer or the Lessee, to require the Trustee may make a charge against such Owner sufficient delivery of an opinion of counsel, certifications or other information satisfactory to pay any governmental charge required to be paid as a result each of such failure, which amount may be deducted by the Trustee from amounts otherwise payable them with respect to such Owner under such Owner’s Bond. Section 207. Persons Deemed Owners of Bonds. As to any Bondoffer, the Person in whose name the same is registered as shown on the bond registration books required by Section 206 shall be deemed and regarded as the absolute owner thereof for all purposes. Payment of sale or on account of the principal of and interest on any such Bond shall be made only to or upon the order of the Owner thereof or a legal representative thereof. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond, including the interest thereon, to the extent of the sum or sums so paidtransfer.

Registration, Transfer and Exchange of Bonds. (a) The Trustee shall keep books for the registration and for the transfer of Bonds as provided in this Indenture. (b) The Bonds Any Bond may be transferred to an Approved Investor or exchanged only upon the books kept maintained by Trustee for the registration and transfer of Bonds upon surrender thereof to the Trustee duly endorsed for transfer or accompanied by an assignment duly executed by the Owner or such Owner’s his attorney or legal representative in such form as shall be satisfactory to the Trustee. In connection with Upon any such transfer of the Bondsor exchange, the City and the Trustee shall receive an executed representation letter signed by the proposed assignee in substantially the form of Exhibit D attached hereto and incorporated herein by reference. Upon any such transfer, the City Issuer shall execute and the Trustee shall authenticate and deliver in exchange for such Bond a new fully-fully registered Bond or Bonds, registered in the name of the transferee, of any denomination or denominations authorized by this Indenture, Indenture in an aggregate principal amount equal to the Outstanding principal amount of such Bond, of the same series and maturity and bearing interest at the same rate. (c) The Bonds and any interest in the Bonds shall be transferable only to a "qualified institutional buyer" as defined in Rule 144A promulgated by the SEC. (d) In all cases in which Bonds are shall be exchanged or transferred hereunder hereunder, the provisions of any legend restrictions on the Bonds shall be complied with and the City Issuer shall execute and the Trustee shall authenticate and deliver at the earliest practicable time new Bonds in accordance with the provisions of this Indenture. All Bonds surrendered in any such exchange or transfer shall forthwith be canceled cancelled by the Trustee. The City or the Trustee may make a reasonable charge for every such exchange or transfer of Bonds sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer, and such charge shall be paid by the Owner before any such a new Bond shall be delivered. The fees and charges of the Trustee for making any transfer or exchange hereunder and the expense of any bond printing necessary to effect such transfer or exchange shall be paid by the Tenant as Additional Rent (as defined in the Lease). In the event any Owner fails to provide a correct taxpayer identification number to the Trustee, the Trustee may make a charge against such Owner sufficient to pay any governmental charge required to paid as a result of such failure. In compliance with Section 3406 of the Code, such amount may be deducted by the Trustee from amounts otherwise payable to such Owner hereunder or under the Bonds. Neither the City Issuer nor the Trustee shall be required to make any such exchange or transfer of Bonds during (i) on or after a Record Date and preceding the 15 days immediately preceding a Payment Date on the Bonds or, immediately subsequent to such Record Date or (ii) in the case of any proposed redemption of Bonds, during the 15 days immediately preceding the selection of Bonds for such redemption or after such Bonds or any portion thereof has been selected for redemption. (d) If any Owner fails to provide a certified taxpayer identification number to the Trustee, the Trustee may make a charge against such Owner sufficient to pay any governmental charge required to be paid as a result of such failure, which amount may be deducted by the Trustee from amounts otherwise payable to such Owner under such Owner’s Bond. Section 207. Persons Deemed Owners of Bonds. As to any Bond, the Person in whose name the same is registered as shown on the bond registration books required by Section 206 shall be deemed and regarded as the absolute owner thereof for all purposes. Payment of or on account of the principal of and interest on any such Bond shall be made only to or upon the order of the Owner thereof or a legal representative thereof. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond, including the interest thereon, to the extent of the sum or sums so paid.

Registration, Transfer and Exchange of Bonds. (a) The Trustee shall keep books for the registration and for the transfer of Bonds as provided in this Indenture. (b) The Bonds Any Bond may be transferred to an Approved Investor or exchanged only upon the books kept maintained by Trustee for the registration and transfer of Bonds upon surrender thereof to the Trustee duly endorsed for transfer or accompanied by an assignment duly executed by the Owner or such Owner’s his attorney or legal representative in such form as shall be satisfactory to the Trustee. In connection with Upon any such transfer of the Bondsor exchange, the City and the Trustee shall receive an executed representation letter signed by the proposed assignee in substantially the form of Exhibit D attached hereto and incorporated herein by reference. Upon any such transfer, the City Issuer shall execute and the Trustee shall authenticate and deliver in exchange for such Bond a new fully-fully registered Bond or Bonds, registered in the name of the transferee, of any denomination or denominations authorized by this Indenture, Indenture in an aggregate principal amount equal to the Outstanding principal amount of such Bond, of the same series and maturity and bearing interest at the same rate. (c) The Bonds and any interest in the Bonds shall be transferable only to a "qualified institutional buyer" as defined in Rule 144A promulgated by the SEC. (d) In all cases in which Bonds are shall be exchanged or transferred hereunder hereunder, the provisions of any legend restrictions on the Bonds shall be complied with and the City Issuer shall execute and the Trustee shall authenticate and deliver at the earliest practicable time new Bonds in accordance with the provisions of this Indenture. All Bonds surrendered in any such exchange or transfer shall forthwith be canceled cancelled by the Trustee. The City or the Trustee may make a reasonable charge for every such exchange or transfer of Bonds sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer, and such charge shall be paid by the Owner before any such a new Bond shall be delivered. The fees and charges of the Trustee for making any transfer or exchange hereunder and the expense of any bond printing necessary to effect such transfer or exchange shall be paid by the Issuer. In the event any Owner fails to provide a correct taxpayer identification number to the Trustee, the Trustee may make a charge against such Owner sufficient to pay any governmental charge required to paid as a result of such failure. In compliance with Section 3406 of the Code, such amount may be deducted by the Trustee from amounts otherwise payable to such Owner hereunder or under the Bonds. Neither the City Issuer nor the Trustee shall be required to make any such exchange or transfer of Bonds during (i) on or after a Record Date and preceding the 15 days immediately preceding a Payment Date on the Bonds or, immediately subsequent to such Record Date or (ii) in the case of any proposed redemption of Bonds, during the 15 days immediately preceding the selection of Bonds for such redemption or after such Bonds or any portion thereof has been selected for redemption. (d) If any Owner fails to provide a certified taxpayer identification number to the Trustee, the Trustee may make a charge against such Owner sufficient to pay any governmental charge required to be paid as a result of such failure, which amount may be deducted by the Trustee from amounts otherwise payable to such Owner under such Owner’s Bond. Section 207. Persons Deemed Owners of Bonds. As to any Bond, the Person in whose name the same is registered as shown on the bond registration books required by Section 206 shall be deemed and regarded as the absolute owner thereof for all purposes. Payment of or on account of the principal of and interest on any such Bond shall be made only to or upon the order of the Owner thereof or a legal representative thereof. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond, including the interest thereon, to the extent of the sum or sums so paid.

Registration, Transfer and Exchange of Bonds. (a) All -------------------------------------------- Bonds shall be issued in fully registered form. The Trustee Bonds shall keep books for the registration be registered upon original issuance and for the upon subsequent transfer of Bonds or exchange as provided in this Indenture. (b) . The Trustee shall act as registrar and transfer agent for the Bonds. So long as any of the Bonds may be transferred to an Approved Investor only upon remain outstanding, the Issuer will cause books kept for the registration and transfer of Bonds upon surrender thereof Bonds, as provided in this Indenture, to the Trustee duly endorsed for transfer or accompanied be maintained and kept by an assignment duly executed by the Owner or such Owner’s attorney or legal representative in such form as shall be satisfactory to the Trustee. In connection with any such transfer Bonds may be exchanged, at the option of the Bondstheir Holder, the City and the Trustee shall receive an executed representation letter signed by the proposed assignee in substantially the form of Exhibit D attached hereto and incorporated herein by reference. Upon any such transfer, the City shall execute and the Trustee shall authenticate and deliver in exchange for such Bond a new fully-registered Bond or Bonds, registered in the name of the transferee, Bonds of any authorized denomination or denominations authorized by this Indenture, in an aggregate principal amount equal to the Outstanding unmatured and unredeemed principal amount of such Bondof, of the same maturity and bearing interest at the same rate. (c) rate and maturing on the same date or dates as, the Bonds being exchanged. The exchange shall be made upon presentation and surrender of the Bonds being exchanged at the Transfer Office of the Trustee, together with an assignment duly executed by the Holder or its duly authorized attorney in form and with guarantee of signature satisfactory to the Trustee. Any Bond may be transferred upon the Register, upon presentation and surrender thereof at the Transfer Office of the Trustee, together with an assignment duly executed by the Holder or its duly authorized attorney in form and with guarantee of signature satisfactory to the Trustee. Upon transfer of any Bond, the Issuer shall execute in the name of the transferee, and the Trustee shall authenticate and deliver, a new Bond or Bonds of any authorized denomination or denominations in an aggregate principal amount equal to the unmatured and unredeemed principal amount of, and bearing interest at the same rate and maturing on the same date or dates as, the Bonds presented and surrendered for transfer. In all cases in which Bonds are shall be exchanged or transferred hereunder hereunder, the provisions of any legend restrictions on the Bonds Issuer shall be complied with and the City shall execute execute, and the Trustee shall authenticate and deliver at the earliest practicable time deliver, Bonds in accordance with the provisions of this Indenture. All Bonds surrendered in any such The exchange or transfer shall forthwith be canceled by made without charge; provided that the Trustee. The City Issuer or the Trustee may make a reasonable charge for every such exchange or transfer of Bonds sufficient to reimburse it them for any tax, fee tax or other governmental charge excise required to be paid with respect to such the exchange or transfer, and such . The charge shall be paid before any such a new Bond is delivered. All Bonds issued upon any transfer or exchange of Bonds shall be deliveredthe valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Bonds surrendered upon transfer or exchange. Neither While the City nor Bonds are in a Term Mode, the Trustee shall not be required to make any such exchange or transfer (i) any Bond during a period beginning at the opening of business 15 days before the date of the mailing of a notice of redemption of Bonds during and ending at the 15 days immediately preceding a Payment Date close of business on the Bonds orday of such mailing, in the case of or (ii) any proposed redemption of Bonds, during the 15 days immediately preceding the selection of Bonds for such redemption or after such Bonds or any portion thereof has been Bond selected for redemption. (d) If , in whole or in part. In case any Owner fails to provide a certified taxpayer identification number to Bond is redeemed in part only, on or after the Trustee, redemption date and upon presentation and surrender of the Trustee may make a charge against such Owner sufficient to pay any governmental charge required to be paid as a result of such failure, which amount may be deducted by the Trustee from amounts otherwise payable to such Owner under such Owner’s Bond. Section 207. Persons Deemed Owners of Bonds. As to any Bond, the Person Issuer, subject to the provisions of Sections 2.12 and 2.13, shall cause execution of, and the Trustee shall authenticate and deliver, a new Bond or Bonds in whose name authorized denominations in an aggregate principal amount equal to the unmatured and unredeemed portion of, and bearing interest at the same is registered as shown rate and maturing on the bond registration books required by Section 206 shall be deemed and regarded as same date or dates as, the absolute owner thereof for all purposes. Payment of or on account of the principal of and interest on any such Bond shall be made only to or upon the order of the Owner thereof or a legal representative thereof. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond, including the interest thereon, to the extent of the sum or sums so paidredeemed in part.

Registration, Transfer and Exchange of Bonds. (a) The Trustee shall keep books cause to be kept at its principal corporate trust office a register (referred to herein as the "bond register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration registration, transfer and exchange of Bonds as herein provided. The Trustee is hereby appointed "bond registrar" for the transfer purpose of registering Bonds and transfers of Bonds as herein provided. Bonds may be transferred or exchanged only upon the bond register maintained by the Trustee as provided in this Indenture. (b) The Bonds may be transferred to an Approved Investor only upon the books kept for the registration and transfer of Bonds upon Section. Upon surrender thereof to the Trustee duly endorsed for transfer or accompanied by an assignment duly executed by exchange of any Bond at the Owner or such Owner’s attorney or legal representative in such form as shall be satisfactory to principal corporate trust office of the Trustee. In connection with any such transfer of the Bonds, the City and the Trustee Issuer shall receive an executed representation letter signed by the proposed assignee in substantially the form of Exhibit D attached hereto and incorporated herein by reference. Upon any such transferexecute, the City shall execute and the Trustee shall authenticate and deliver in exchange for such Bond a new fully-registered Bond or Bondsdeliver, registered in the name of the transfereedesignated transferee or transferees, one or more new Bonds of the same series, Stated Maturity, of any denomination Authorized Denominations and of a like aggregate principal amount. Every Bond presented or denominations surrendered for transfer or exchange shall (if so required by the Issuer or the Trustee, as bond registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee, as bond registrar, duly executed by the Owner thereof or his attorney or legal representative duly authorized by in writing. All Bonds issued upon any transfer or exchange of Bonds shall be the valid special, limited obligations of the Issuer, evidencing the same debt, and entitled to the same security and benefits under this Indenture, in an aggregate principal amount equal to the Outstanding principal amount of such Bond, of the same maturity and bearing interest at the same rate. (c) In all cases in which Bonds are exchanged or transferred hereunder the provisions of any legend restrictions on as the Bonds surrendered upon such transfer or exchange. No service charge shall be complied with and the City shall execute and made for any registration, transfer or exchange of Bonds, but the Trustee shall authenticate and deliver at the earliest practicable time Bonds in accordance with the provisions or Securities Depository may require payment of this Indenture. All Bonds surrendered in any such exchange or transfer shall forthwith be canceled by the Trustee. The City or the Trustee may make a reasonable charge for every such exchange or transfer of Bonds sum sufficient to reimburse it for cover any tax, fee tax or other governmental charge required to that may be paid imposed in connection with respect to such any transfer or exchange or transferof Bonds, and such charge shall be paid before any such new Bond shall be delivered. Neither the City nor The fees and charges of the Trustee for making any transfer or exchange and the expense of any bond printing necessary to effect any such transfer or exchange shall be required to make any such exchange or transfer of Bonds during paid by the 15 days immediately preceding a Payment Date on Company. In the Bonds or, in the case of any proposed redemption of Bonds, during the 15 days immediately preceding the selection of Bonds for such redemption or after such Bonds or any portion thereof has been selected for redemption. (d) If event any Owner fails to provide a certified correct taxpayer identification number to the Trustee, the Trustee may make impose a charge against such Owner sufficient to pay any governmental charge required to be paid as a result of such failure. In compliance with Section 3406 of the Code, which such amount may be deducted by the Trustee from amounts otherwise payable to such Owner hereunder or under such Owner’s Bond. Section 207. Persons Deemed Owners of the Bonds. As The Trustee shall not be required, (i) to transfer or exchange any BondBond during a period beginning at the opening of business 15 days before the day of the first mailing of a notice of redemption of such Bond and ending at the close of business on the day of such mailing, or (ii) to transfer or exchange any Bond so selected for redemption in whole or in part, during a period beginning at the opening of business on any Regular Record Date for such Bonds and ending at the close of business on the relevant Interest Payment Date therefor. The Issuer, the Company, the Trustee and any agent of the Issuer, the Company or the Trustee may treat the Person in whose name the same any Bond is registered as shown the owner of such Bond for the purpose of receiving payment of principal of, and premium, if any, and interest on, such Bond and for all other purposes whatsoever, except as otherwise provided in this Indenture, whether or not such Bond is overdue, and, to the extent permitted by law, neither the Issuer, the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Person in whose name any Bond shall be registered on the bond registration books required by Section 206 register shall be deemed and regarded as the absolute owner thereof for all purposes. Payment , except as otherwise provided in this Indenture, and payment of or on account of the principal of and premium, if any, and interest on any such Bond shall be made only to or upon the order of the Owner thereof or a his legal representative thereofrepresentative, but such registration may be changed as herein provided. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond, including the interest thereon, Bond to the extent of the sum or sums so paid. At reasonable times and under reasonable regulations established by the Trustee, the bond register maintained by the Trustee may be inspected and copied by the Issuer, the Company or the Owners of 10% in principal amount of Bonds Outstanding or the authorized representative thereof, provided that the ownership of such Owner and the authority of any such designated representative shall be evidenced to the satisfaction of the Trustee.

Registration, Transfer and Exchange of Bonds. (a) The Trustee is hereby appointed Bond Registrar and as such shall keep books for the registration and for Bond Register at its principal corporate trust office. No later than the transfer second Business Day following each Record Date, the Trustee shall send a copy of Bonds as provided in this Indenturethe Bond Register to the Tender Agent by first-class mail. (b) The Bonds Any Bond may be transferred to an Approved Investor only upon the books kept for the registration and transfer of Bonds Bond Register upon surrender thereof to the Trustee duly endorsed for transfer or accompanied by an assignment duly executed by the registered Owner or such Owner’s 's attorney or legal representative in such form as shall be satisfactory to the Trustee. In connection with any such transfer of the BondsSubject to Section 210 hereof, the City and the Trustee shall receive an executed representation letter signed by the proposed assignee in substantially the form of Exhibit D attached hereto and incorporated herein by reference. Upon upon any such transfer, the City Issuer shall execute and the Trustee shall authenticate and deliver in exchange for such Bond a new fully-registered Bond or Bonds, registered in the name of the transferee, of any denomination or denominations authorized by this Indenture, in an aggregate principal amount equal to the Outstanding principal amount of such Bond, of the same maturity and bearing interest at the same rateAuthorized Denomination. (c) Any Bonds, upon surrender thereof at the principal corporate trust office of the Trustee, together with an assignment duly executed by the Owner or such Owner's attorney or legal representative in such form as shall be satisfactory to the Trustee, may, at the option of the Owner thereof, be exchanged for an equal aggregate principal amount of the Bonds, of any Authorized Denomination. (d) In all cases in which Bonds are shall be exchanged or transferred hereunder hereunder, the provisions of any legend restrictions on the Bonds shall be complied with and the City Issuer shall execute and the Trustee shall authenticate and deliver at the earliest practicable time Bonds in accordance with the provisions of this Indenture. All Bonds surrendered in any such exchange or transfer shall forthwith be canceled cancelled by the Trustee. . (e) The City Issuer or the Trustee may make a reasonable charge against each Bondowner requesting a transfer or exchange of Bonds for every such transfer or exchange or transfer of Bonds sufficient to reimburse it for any tax, fee tax or other governmental charge required to be paid with respect to such transfer or exchange, the cost of printing, if any, each new Bond issued upon any transfer or exchange or transferand the reasonable expenses of the Issuer and the Trustee in connection therewith, and such charge shall be paid before any such new Bond shall be delivered. Neither the City nor the Trustee shall be required to make any such exchange or transfer of Bonds during the 15 days immediately preceding a Payment Date on the Bonds or, in the case of any proposed redemption of Bonds, during the 15 days immediately preceding the selection of Bonds for such redemption or after such Bonds or any portion thereof has been selected for redemption. (df) If any Owner fails to provide a certified taxpayer identification number to At reasonable times and under reasonable regulations established by the Trustee, the Trustee Bond Register may make be inspected and copied by the Borrower, the Issuer, the Credit Enhancer or the Owners (or a charge against designated representative thereof) of 10% or more in aggregate principal amount of Bonds then Outstanding, such Owner sufficient to pay ownership and the authority of any governmental charge required such designated representative to be paid as a result evidenced to the satisfaction of such failure, which amount may be deducted by the Trustee from amounts otherwise payable to such Owner under such Owner’s Bond. Section 207. Persons Deemed Owners of Bonds. As to any Bond, the Person Trustee. (g) The person in whose name the same is any Bond shall be registered as shown on the bond registration books required by Section 206 Bond Register shall be deemed and regarded as the absolute owner thereof Owner of such Bond for all purposes. Payment , and payment of or on account of the principal of and redemption premium, if any, and interest on any such Bond shall be made only to or upon the order of the registered Owner thereof or a such Owner's attorney or legal representative thereof(except that any such payments on Pledged Bonds shall be made to the Credit Enhancer). All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond, including the interest thereon, to the extent of the sum or sums so paid.

Registration, Transfer and Exchange of Bonds. (a) The Trustee shall keep books for the registration and for the transfer of Bonds as provided in this Indenture. (b) The Bonds may be transferred to an Approved Investor only upon the books kept for the registration and transfer of Bonds upon surrender thereof to the Trustee duly endorsed for transfer or accompanied by an assignment duly executed by the Owner registered owner or such Owner’s owner's attorney or legal representative representative, in such form as shall be satisfactory to the Trustee. The Bonds have not been registered under the Securities Act of 1933, as amended, or any state securities law, and the Bonds may not be transferred unless (i) the City consents in writing to such transfer, and (ii) and the City and the Trustee are furnished a written legal opinion from counsel acceptable to the City and the Corporation, to the effect that such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities law. The Bonds may be transferred to any successor to the Corporation or any entity owned or under common ownership with the Corporation, as Lessee under the Lease without the necessity of obtaining the City's consent or such an opinion. In connection with any such transfer of the Bonds, the City and Bonds the Trustee shall receive an executed representation letter signed by the proposed assignee in containing substantially the form same representations contained in the representation letter delivered to the Trustee from the Owner upon the initial issuance of Exhibit D attached hereto and incorporated herein by referencethe Bonds. Upon any such transfer, the City shall execute and the Trustee shall authenticate and deliver in exchange for such Bond Bonds a new fully-fully registered Bond or Bonds, registered in the name of the transferee, of any denomination or denominations authorized by this Indenture, in an aggregate principal amount equal to the Outstanding outstanding principal amount of such BondBonds, of the same maturity and bearing interest at the same rate. (c) In all cases in which Bonds are shall be exchanged or transferred hereunder the provisions of any legend restrictions on the Bonds shall be complied with and the City shall execute and the Trustee shall authenticate and deliver at the earliest practicable time Bonds in accordance with the provisions of this Indenture. All Bonds surrendered in any such exchange or transfer shall forthwith be canceled cancelled by the Trustee. The City or the Trustee may make a reasonable charge for every such exchange or transfer of Bonds sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer, and such charge shall be paid before any such new Bond shall be delivered. Neither the City nor the Trustee shall be required to make any such exchange or transfer of Bonds during the 15 days immediately preceding a Payment Date an interest payment date on the Bonds or, in the case of any proposed redemption of Bonds, during the 15 days immediately preceding the selection of Bonds for such redemption or after such Bonds or any portion thereof has have been selected for redemption. (d) If any Owner fails to provide a certified taxpayer identification number to the Trustee, the Trustee may make a charge against such Owner sufficient to pay any governmental charge required to be paid as a result of such failure, which amount may be deducted by the Trustee from amounts otherwise payable to such Owner under such Owner’s Bond. Section 207. Persons Deemed Owners of Bonds. As to any Bond, the Person in whose name the same is registered as shown on the bond registration books required by Section 206 shall be deemed and regarded as the absolute owner thereof for all purposes. Payment of or on account of the principal of and interest on any such Bond shall be made only to or upon the order of the Owner thereof or a legal representative thereof. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond, including the interest thereon, to the extent of the sum or sums so paid.