Common use of Use of Securities Depository Clause in Contracts

Use of Securities Depository. (a) The Bonds shall be initially registered as provided in Section 2.01. Registered ownership of the Bonds, or any portion thereof, may not thereafter be transferred except: (i) to any successor of Cede & Co., as nominee of DTC, as its nominee, or to any substitute depository designated pursuant to clause (ii) of this Section (a “substitute depository”); provided, that any successor of Cede & Co., as nominee of DTC or a substitute depository, shall be qualified under any applicable laws to provide the services proposed to be provided by it; (ii) to any substitute depository upon (1) the resignation of DTC or its successor (or any substitute depository or its successor) from its functions as depository, or (2) a determination by the Authority to substitute another depository for DTC (or its successor) because DTC or its successor (or any substitute depository or its successor) is no longer able to carry out its functions as depository; provided, that any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or (iii) to any person as provided below, upon (1) the resignation of DTC or its successor (or substitute depository or its successor from its functions as depository, or (2) a determination by the Authority to remove DTC or its successor (or any substitute depository or its successor) from its functions as depository. (b) In the case of any transfer pursuant to clause (i) or clause (ii) of subsection (a) hereof, upon receipt of the Outstanding Bonds by the Trustee, together with a Request of the Authority to the Trustee, a new Bond for each maturity shall be authenticated and delivered in the aggregate principal amount of the Bonds then Outstanding, registered in the name of such successor or such substitute depository, or their nominees, as the case may be, all as specified in such Request of the Authority. (c) In the case of any transfer pursuant to clause (iii) of subsection (a) hereof upon receipt of the Outstanding Bonds by the Trustee, together with a Written Request of the Authority to the Trustee, new Bonds shall be authenticated and delivered in such denominations numbered in the manner determined by the Trustee and registered in the names of such persons as are requested in such a Written Request of the Authority, subject to the limitations of Section 2.01 hereof, provided, the Trustee shall not be required to deliver such new Bonds within a period less than sixty (60) days from the date of receipt of such a Written Request of the Authority. After any transfer pursuant to this subsection, the Bonds shall be transferred pursuant to Section 2.05. (d) The Authority and the Trustee shall be entitled to treat the person in whose name any Bond is registered as the Owner thereof for all purposes of this Indenture and any applicable laws, notwithstanding any notice to the contrary received by the Trustee or the Authority; and the Authority and the Trustee shall have no responsibility for transmitting payments to, communication with, notifying, or otherwise dealing with any beneficial owners of the Bonds, and neither the Authority nor the Trustee will have any responsibility or obligations, legal or otherwise, to the beneficial owners or to any other party, including DTC or its successor (or substitute depository or its successor), except for the Owner of any Bonds. (e) So long as the Outstanding Bonds are registered in the name of Cede & Co. or its registered assigns, the Authority and the Trustee shall cooperate with Cede & Co., as sole registered Owner, or its registered assigns in effecting payment of the principal of and interest on the Bonds by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available on the date they are due. (f) Notwithstanding anything to the contrary contained herein, so long as the Bonds are registered as provided in this Section 2.10, payment of principal of and interest on the Bonds shall be made in accordance with the Letter of Representations delivered to DTC with respect to the Bonds. (g) For as long as a book-entry only system is in effect with respect to the Bonds and DTC or a successor Securities Depository is the sole registered owner of the Bonds, in the event of redemption of less than all of the maturity of the Bonds, the particular ownership interests of such maturity to be redeemed will be determined by DTC and its participants, or by a successor Securities Depository or any other intermediary, in accordance with their respective operating rules and procedures, which may be different than pro rata.

Appears in 2 contracts

Samples: Commitment Agreement and Purchase Contract, Commitment Agreement and Purchase Contract

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Use of Securities Depository. Notwithstanding any provision of . this First Supplemental Indenture to the contrary: (aA) The 2007 Bonds shall be initially registered issued as provided in Section 2.012.02. Registered ownership of the 2007 Bonds, or any portion thereof, thereorQ may not thereafter be transferred except: (i1) to To any successor of Cede & Co., as nominee of DTC, as the Securities Depository or its nominee, or to any substitute depository designated pursuant to clause Clause (ii2) of this Section Subsection (a “A) ("substitute depository"); , provided, that any successor of Cede & Co., as nominee of DTC the Securities Depository or a substitute depository, depository shall be qualified under any applicable laws to provide the services service proposed to be provided by it; (ii2) to To any substitute depository designated by the Issuer upon (1a) the resignation of DTC the Securities Depository or its successor (or any substitute depository or its successor) from its functions as depository, depository or (2b) a determination by the Authority to substitute another depository for DTC (or its successor) because DTC Issuer that the Securities Depository or its successor (or any substitute depository or its successor) is no longer able to carry out its functions as depository; provided, provided that any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or (iii3) to To any person as provided below, upon (1a) the resignation of DTC the Securities Depository or its successor (or substitute depository or its successor successor) from its functions as depository, ; provided that no substitute depository can be obtained or (2b) a determination by the Authority Issuer that it is in the best interests of the Issuer to remove DTC the Securities Depository or its successor (or any substitute depository or its successor) from its functions as depository. (bB) In the case of any transfer pursuant to clause Clause (i1) or clause Clause (ii2) of subsection Subsection (a) hereofA), upon receipt of the Outstanding 2007 Bonds by the Bond Trustee, together with a Request Certificate of the Authority Issuer to the Bond Trustee, a single new 2007 Bond shall be executed and delivered for each maturity shall be authenticated and delivered Series of 2007 Bonds in the aggregate principal amount of the 2007 Bonds of such Series or Subseries, as applicable, then Outstanding, registered in the name of such successor or such substitute depository, or their nominees, as the case may be, all as specified in such Request Certificate of the Authority. (c) Issuer. In the case of any transfer pursuant to clause Clause (iii) of subsection Subsection (a) hereof A), upon receipt of the Outstanding 2007 Bonds by the Bond Trustee, together with a Written Request Certificate of the Authority Issuer to the Bond Trustee, new 2007 Bonds shall be authenticated executed and delivered in such denominations numbered in the manner determined by the Trustee and registered in the names of such persons Persons as are requested in such a Written Request Certificate of the AuthorityIssuer, subject to the limitations of Section 2.01 hereof2.02, provided, provided the Bond Trustee shall not be required to deliver such new 2007 Bonds within a period less than sixty (60) 60 days from the date of receipt of such a Written Request Certificate of the AuthorityIssuer. After any transfer Any reasonable costs incurred pursuant to this subsection, the Bonds hereto shall be transferred pursuant to Section 2.05.at the Issuer's expense. (dC) In the case of partial redemption or an advance refunding of the 2007 Bonds evidencing all or a portion of the principal amount Outstanding, the Securities Depository shall make an appropriate notation on the 2007 Bonds indicating the date and amounts of such reduction in principal, in form acceptable to the Bond Tnustee. (D) The Authority Issuer and the Trustee Bond Tnustee shall be entitled to treat the person Person in whose name any Bond 2007 Xxxx is registered as the Owner Bondholder thereof for all purposes of this the Indenture and any applicable laws, notwithstanding any notice to the contrary received by the Bond Trustee or the AuthorityIssuer; and the Authority Issuer and the Bond Trustee shall have no responsibility for transmitting payments to, communication withcommunicating With, notifying, notifying or otherwise dealing with any beneficial owners of the 2007 Bonds, and neither . Neither the Authority Issuer nor the Bond Trustee will Will have any responsibility or obligations, legal or otherwise, to the beneficial owners or to any other party, party including DTC the Securities Depository or its successor (or substitute depository or its successor), except for the Owner Holder of any Bonds2007 Bond. (eE) So long as the Outstanding 2007 Bonds are registered in the name of Cede & Co. or its registered assignsassign, the Authority Issuer and the Bond Trustee shall cooperate with Cede & Co., as sole registered OwnerBondholder, or and its registered assigns in effecting payment of the principal of and premium, if any, and interest on the 2007 Bonds by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available on the date they are due, all as provided in the blanket Letter of Representations between the Bond Tmstee and the Securities Depository. (fF) Notwithstanding anything to the contrary contained hereinin the Indenture, for so long as Cede & Co., as nominee of the Bonds are registered as provided in this Section 2.10Securities Depository, payment of principal of and interest on the Bonds shall be made in accordance with the Letter of Representations delivered to DTC with respect to the Bonds. (g) For as long as a book-entry only system is in effect with respect to the Bonds and DTC or a successor Securities Depository is the sole registered owner of the 2007 Bonds, (i) all tenders and deliveries of 2007 Bonds under the provisions of this Bond Indenture shall be made pursuant to the Securities Depository's procedures as in effect from time to time and neither the event of redemption of less than all of Issuer nor the maturity of Bond Trustee shall have any responsibility for or liability with respect to the Bonds, the particular ownership interests implementation of such maturity to be redeemed will be determined by DTC procedures and its participants, or by a successor Securities Depository or (ii) any other intermediary, in accordance with their respective operating rules and procedures, which requirement for notice contained herein may be different than pro ratasatisfied by Electronic Means.

Appears in 1 contract

Samples: Bond Trust Indenture

Use of Securities Depository. Unless otherwise provided in a Supplemental Trust Agreement delivered in connection with a Series of Bonds, notwithstanding any provision of this Trust Agreement to the contrary: (aA) The Bonds shall be initially delivered and registered as provided in Section 2.012.02. Registered ownership of the any Series of Bonds, or any portion thereof, may not thereafter be transferred except: (i1) to To any successor of Cede & Co., as nominee of DTC, as the Securities Depository or its nominee, or to any substitute depository designated pursuant to clause (ii2) of this Section subsection (A) (each, a “substitute depository”); provided, provided that any successor of Cede & Co., as nominee of DTC the Securities Depository or a substitute depository, depository shall be qualified under any applicable laws to provide the services service proposed to be provided by it; (ii2) to To any substitute depository designated by the Authority upon (1a) the resignation of DTC the Securities Depository or its successor (or any substitute depository or its successor) from its functions as depository, depository or (2b) a determination by the Authority to substitute another depository for DTC (or its successor) because DTC that the Securities Depository or its successor (or any substitute depository or its successor) is no longer able to carry out its functions as depository; provided, provided that any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or (iii3) to To any person Person as provided below, upon (1a) the resignation of DTC the Securities Depository or its successor (or substitute depository or its successor successor) from its functions as depository, ; provided that no substitute depository can be obtained or (2b) a determination by the Authority that it is in the best interests of the Authority to remove DTC the Securities Depository or its successor (or any substitute depository or its successor) from its functions as depository. (bB) In the case of any transfer pursuant to clause (i1) or clause (ii2) of subsection (aA) hereofabove, upon receipt of the Outstanding Bonds by the Trustee, together with a Request Statement of the Authority to the Trustee, a single new Bond for each maturity of each Series of Bonds then Outstanding shall be authenticated executed and delivered in the aggregate principal amount of the Bonds of such Series then Outstanding, registered in the name of such successor or such substitute depository, or their nominees, as the case may be, all as specified in such Request Statement of the Authority. (c) . In the case of any transfer pursuant to clause (iii3) of subsection (aA) hereof hereof, upon receipt of the Outstanding Bonds by the Trustee, Trustee together with a Written Request the Statement of the Authority to the Trustee, new Bonds of each Series then Outstanding shall be authorized and prepared by the Authority and authenticated and delivered in such denominations numbered in the manner determined by the Trustee in such authorized denominations and registered in the names of such persons Persons as are requested in such a Written Request Statement of the Authority, numbered in such manner as the Trustee shall determine, subject to the limitations of Section 2.01 hereof, provided, the Trustee shall not be required to deliver such new Bonds within a period less than sixty (60) days from the date of receipt of such a Written Request of the Authority. After any transfer pursuant to this subsection, the Bonds shall be transferred pursuant to Section 2.052.02. (dC) In the case of partial redemption or an advance refunding of any Series of the Bonds evidencing all or a portion of such amount Outstanding, the Securities Depository shall make an appropriate notation on such Bonds indicating the date and amounts of such reduction in principal, in form acceptable to the Trustee. (D) The Authority and the Trustee shall be entitled to treat the person Person in whose name any Bond is registered as the Owner Bondholder thereof for all purposes of this Indenture Trust Agreement and any applicable laws, notwithstanding any notice to the contrary received by the Trustee or the Authority; and the Authority and the Trustee shall have no responsibility for transmitting payments to, communication communicating with, notifying, notifying or otherwise dealing with any beneficial owners Beneficial Owners of the Bonds, and neither . Neither the Authority nor the Trustee will have any responsibility or obligations, legal or otherwise, to the beneficial owners Beneficial Owners or to any other party, party including DTC the Securities Depository or its successor (or substitute depository or its successor), except for the Owner Holder of any BondsBond. (eE) So long as the Outstanding Bonds are registered in the name of Cede & Co. or its registered assignsassign, the Authority and the Trustee shall cooperate with Cede & Co., as sole registered OwnerBondholder, or and its registered assigns in effecting payment of the principal of of, redemption premium, if any, purchase price and interest on the Bonds by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available on the date they are due. (f) Notwithstanding anything to the contrary contained herein, so long as the Bonds are registered as provided in this Section 2.10, payment of principal of and interest on the Bonds shall be made in accordance with the Letter of Representations delivered to DTC with respect to the Bonds. (g) For as long as a book-entry only system is in effect with respect to the Bonds and DTC or a successor Securities Depository is the sole registered owner of the Bonds, in the event of redemption of less than all of the maturity of the Bonds, the particular ownership interests of such maturity to be redeemed will be determined by DTC and its participants, or by a successor Securities Depository or any other intermediary, in accordance with their respective operating rules and procedures, which may be different than pro rata.

Appears in 1 contract

Samples: Trust Agreement

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Use of Securities Depository. Unless otherwise provided in a Supplemental Trust Agreement delivered in connection with a Series of Junior Subordinate Bonds, notwithstanding any provision of this Trust Agreement to the contrary: (aA) The Junior Subordinate Bonds shall be initially delivered and registered as provided in Section 2.012.02. Registered ownership of the any Series of Junior Subordinate Bonds, or any portion thereof, may not thereafter be transferred except: (i1) to To any successor of Cede & Co., as nominee of DTC, as the Securities Depository or its nominee, or to any substitute depository designated pursuant to clause (ii2) of this Section subsection (A) (each, a “substitute depository”); provided, provided that any successor of Cede & Co., as nominee of DTC the Securities Depository or a substitute depository, depository shall be qualified under any applicable laws to provide the services service proposed to be provided by it; (ii2) to To any substitute depository designated by the Authority upon (1a) the resignation of DTC the Securities Depository or its successor (or any substitute depository or its successor) from its functions as depository, depository or (2b) a determination by the Authority to substitute another depository for DTC (or its successor) because DTC that the Securities Depository or its successor (or any substitute depository or its successor) is no longer able to carry out its functions as depository; provided, provided that any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or (iii3) to To any person Person as provided below, upon (1a) the resignation of DTC the Securities Depository or its successor (or substitute depository or its successor successor) from its functions as depository, ; provided that no substitute depository can be obtained or (2b) a determination by the Authority that it is in the best interests of the Authority to remove DTC the Securities Depository or its successor (or any substitute depository or its successor) from its functions as depository. (bB) In the case of any transfer pursuant to clause (i1) or clause (ii2) of subsection (aA) hereofabove, upon receipt of the Outstanding Junior Subordinate Bonds by the Trustee, together with a Request Statement of the Authority to the Trustee, a single new Junior Subordinate Bond for each maturity of each Series of Junior Subordinate Bonds then Outstanding shall be authenticated executed and delivered in the aggregate principal amount of the Junior Subordinate Bonds of such Series then Outstanding, registered in the name of such successor or such substitute depository, or their nominees, as the case may be, all as specified in such Request Statement of the Authority. (c) . In the case of any transfer pursuant to clause (iii3) of subsection (aA) hereof hereof, upon receipt of the Outstanding Junior Subordinate Bonds by the Trustee, Trustee together with a Written Request the Statement of the Authority to the Trustee, new Junior Subordinate Bonds of each Series then Outstanding shall be authorized and prepared by the Authority and authenticated and delivered in such denominations numbered in the manner determined by the Trustee in such authorized denominations and registered in the names of such persons Persons as are requested in such a Written Request Statement of the Authority, numbered in such manner as the Trustee shall determine, subject to the limitations of Section 2.01 hereof, provided, the Trustee shall not be required to deliver such new Bonds within a period less than sixty (60) days from the date of receipt of such a Written Request of the Authority. After any transfer pursuant to this subsection, the Bonds shall be transferred pursuant to Section 2.052.02. (dC) In the case of partial redemption or an advance refunding of any Series of the Junior Subordinate Bonds evidencing all or a portion of such amount Outstanding, the Securities Depository shall make an appropriate notation on such Junior Subordinate Bonds indicating the date and amounts of such reduction in principal, in form acceptable to the Trustee. (D) The Authority and the Trustee shall be entitled to treat the person Person in whose name any Junior Subordinate Bond is registered as the Owner Bondholder thereof for all purposes of this Indenture Trust Agreement and any applicable laws, notwithstanding any notice to the contrary received by the Trustee or the Authority; and the Authority and the Trustee shall have no responsibility for transmitting payments to, communication communicating with, notifying, notifying or otherwise dealing with any beneficial owners Beneficial Owners of the Junior Subordinate Bonds, and neither . Neither the Authority nor the Trustee will have any responsibility or obligations, legal or otherwise, to the beneficial owners Beneficial Owners or to any other party, party including DTC the Securities Depository or its successor (or substitute depository or its successor), except for the Owner Holder of any BondsJunior Subordinate Bond. (eE) So long as the Outstanding Junior Subordinate Bonds are registered in the name of Cede & Co. or its registered assignsassign, the Authority and the Trustee shall cooperate with Cede & Co., as sole registered OwnerBondholder, or and its registered assigns in effecting payment of the principal of of, redemption premium, if any, purchase price and interest on the Junior Subordinate Bonds by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available on the date they are due. (f) Notwithstanding anything to the contrary contained herein, so long as the Bonds are registered as provided in this Section 2.10, payment of principal of and interest on the Bonds shall be made in accordance with the Letter of Representations delivered to DTC with respect to the Bonds. (g) For as long as a book-entry only system is in effect with respect to the Bonds and DTC or a successor Securities Depository is the sole registered owner of the Bonds, in the event of redemption of less than all of the maturity of the Bonds, the particular ownership interests of such maturity to be redeemed will be determined by DTC and its participants, or by a successor Securities Depository or any other intermediary, in accordance with their respective operating rules and procedures, which may be different than pro rata.

Appears in 1 contract

Samples: Junior Subordinate Trust Agreement

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