5 GCA § 2.10
Book-entry System
View official PDF ↗COL4/6/2022 CH. 22 GENERAL FISCAL POLICIES AND CONTROLS Notwithstanding any of the other provisions of THIS Article II to the contrary, unless otherwise provided in a Supplemental Indenture providing for the issuance of any Series of Bonds, the Bonds shall be initially issued in the form of a separate single fully registered Bond for each maturity of each Series; the ownership of the Bonds shall be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York, and its successors and assigns (DTC); and the Bonds shall be governed by the provisions of this Section.
(A)Except as provided in a Supplemental Indenture, in this paragraph and in paragraph
(C)of THIS Section, all of the Outstanding Bonds shall be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC. With respect to the Bonds registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, the Government, the Trustee, the Registrar and the Depositary shall have no responsibility or obligation to any broker-dealers, banks and other financial institutions from time to time for which DTC holds Bonds as a securities depository (each a “Participant”) or to any person on behalf of which a Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the Government, the Trustee, the Registrar and the Depositary shall have no responsibility or obligation with respect to
(I)the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest in the Bonds,
(ii)the delivery to any Participant or any other person, other than a Bondholder, as shown in the registration books kept by the Registrar of any notice with respect to the Bonds, including any notice of redemption, or
(iii)the payment to any Participant or any other person, other than a Bondholder, as shown in the registration books kept by the Registrar of any amount with respect to principal of or interest on the Bonds. The Government, the Trustee, the Registrar and the Depositary may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, COL4/6/2022 CH. 22 GENERAL FISCAL POLICIES AND CONTROLS for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Paying agent shall pay all principal of and interest on the Bonds only to or upon the order of the respective Bondholders, as shown in the registration books kept by the Registrar as provided in § 2.06, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Government’s obligations with respect to payment of principal of and interest on the Bonds to the extent of the sum or sums so paid. No person other than a Bondholder, as shown in the registration books kept by the Registrar, shall receive a certificated Bond evidencing the obligation of the Government to make payments of principal and interest pursuant to THIS Certificate. Upon delivery by DTC to the Government or the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions herein with respect to record dates, the words “Cede & Co.” in THIS Certificate shall refer to such new nominee of DTC.
(B)The delivery of any representation letter or other instrument by the Government to DTC shall not in any way limit the provisions of paragraph
(A)of this Section or in any other way impose upon the Government any obligation whatsoever with respect to persons having interests in the Bonds other than the Bondholders, as shown on the registration books kept by the Registrar. The Registrar shall take all action necessary for all representations of the Government in the-Representation Letter with respect it, the Registrar to at all times be complied with.
(C)DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving reasonable notice to the Government or the Registrar and discharging its responsibilities with respect thereto under applicable law. The Government, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds. Upon the discontinuance or termination of the services of DTC with respect to the Bonds, unless a substitute securities depository is appointed to undertake the functions of DTC hereunder, the Government is obligated to deliver Bond certificates at the expense of the beneficial owners of the Bonds, as described in this Certificate, and the Bonds shall no longer be COL4/6/2022 CH. 22 GENERAL FISCAL POLICIES AND CONTROLS restricted to being registered in the registration books kept by the Registrar in the name of Cede & Co. as nominee of DTC, but may be registered in whatever name or names Bondholders transferring or exchanging Bonds shall designate, in accordance with the provisions of this Indenture.
(D)Notwithstanding any other provision of this Certificate to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in any agreement between the Government and DTC. Bondholders shall have no lien or security interest in any rebate or refund paid by DTC to the Paying agent which arises from the payment by the Paying agent of principal of or interest on the Bonds in immediately available funds to DTC. ---------ARTICLE III ISSUE OF BONDS; APPLICATION OF PROCEEDS
Reconstructed from the Guam Code Annotated. For the authoritative version, see the official PDF.