Common use of Certificated Bonds Clause in Contracts

Certificated Bonds. (a) A Global Bond deposited with the Depository or with the Trustee as securities custodian pursuant to Section 2.01 shall be transferred to the beneficial owners thereof in the form of certificated Bonds in an aggregate principal amount equal to the principal amount of such Global Bond, in exchange for such Global Bond, only if such transfer complies with and is permitted by this Section 2.03 and complies with the conditions set forth in Article II of the Indenture. (b) Any Global Bond that is transferable to the beneficial owners thereof pursuant to this Section 2.03 shall be surrendered by the Depository to the Trustee at its corporate trust office to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Bond, an equal aggregate principal amount of certificated Bonds of authorized denominations. Any portion of a Global Bond transferred pursuant to this Section 2.03 shall be executed, authenticated and delivered only in denominations of $2,000 principal amount and any integral multiple of $1,000 in excess thereof and registered in such names as the Depository shall direct. (c) Subject to the provisions of Section 2.03(b), the registered holder of a Global Bond shall be entitled to grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which such holder is entitled to take under the Indenture or the Bonds. (d) If the Depository at any time is unwilling or unable to continue as a depository, defaults in the performance of its duties as depository or ceases to be a clearing agency registered under the Securities Exchange Act of 1934 or other applicable statute or regulation, and a successor depository is not appointed by the Company within 90 days, the Company will issue Bonds in definitive form in exchange for the global securities relating to the Bonds. In addition, the Company may at any time and in its sole discretion and subject to the Depository’s procedures determine not to have the Bonds or portions of the Bonds represented by one or more global securities and, in that event, will issue individual Bonds in exchange for the global security or securities representing such Bonds. Further, if the Company so specifies with respect to the Bonds, an owner of a beneficial interest in a global security representing the Bonds may, on terms acceptable to the Company and the depositary for the global security, receive individual Bonds in exchange for the beneficial interest. In any such instance, an owner of a beneficial interest in a global security will be entitled to physical delivery in definitive form of Bonds represented by the global security equal in principal amount to the beneficial interest, and to have the Bonds registered in its name. Bonds so issued in definitive form will be issued as registered Bonds in denominations of $2,000 and integral multiples of $1,000.

Certificated Bonds. (a) A Global Bond deposited with the Depository or with the Trustee as securities custodian pursuant to Section 2.01 3.01 shall be transferred to the beneficial owners thereof in the form of certificated Bonds of the same series in an aggregate principal amount equal to the principal amount of such Global Bond, in exchange for such Global Bond, only if such transfer complies with and is permitted by this Section 2.03 3.03 and complies with the conditions set forth in Article II of the Indenture. (b) Any Global Bond that is transferable to the beneficial owners thereof pursuant to this Section 2.03 3.03 shall be surrendered by the Depository to the Trustee at its corporate trust office to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Bond, an equal aggregate principal amount of certificated Bonds of authorized denominationsdenominations and of the same series. Any portion of a Global Bond transferred pursuant to this Section 2.03 3.03 shall be executed, authenticated and delivered only in denominations of $2,000 principal amount and any integral multiple of $1,000 in excess thereof and registered in such names as the Depository shall direct. (c) Subject to the provisions of Section 2.03(b3.03(b), the registered holder of a Global Bond shall be entitled to grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which such holder is entitled to take under the Indenture or the Bonds. (d) If the Depository at any time is unwilling or unable to continue as a depository, defaults in the performance of its duties as depository or ceases to be a clearing agency registered under the Securities Exchange Act of 1934 or other applicable statute or regulation, and a successor depository is not appointed by the Company within 90 days, the Company will issue Bonds in definitive form and of the same series in exchange for the global securities relating to the Bonds. In addition, the Company may at any time and in its sole discretion and subject to the Depository’s procedures determine not to have the Bonds of a series or portions of the Bonds of such series represented by one or more global securities and, in that event, will issue individual Bonds of the same series in exchange for the global security or securities representing such Bonds. Further, if the Company so specifies with respect to the BondsBonds of a series, an owner of a beneficial interest in a global security representing the Bonds of such series may, on terms acceptable to the Company and the depositary for the global security, receive individual Bonds of such series in exchange for the beneficial interest. In any such instance, an owner of a beneficial interest in a global security will be entitled to physical delivery in definitive form of Bonds of such series represented by the global security equal in principal amount to the beneficial interest, and to have the Bonds of such series registered in its name. Bonds so issued in definitive form will be issued as registered Bonds in denominations of $2,000 and integral multiples of $1,000.

Certificated Bonds. (a) A Global Bond deposited with the Depository or with the Trustee as securities custodian pursuant to Section 2.01 3.01 shall be transferred to the beneficial owners thereof in the form of certificated Bonds in an aggregate principal amount equal to the principal amount of such Global Bond, in exchange for such Global Bond, only if such transfer complies with and is permitted by this Section 2.03 3.03 and complies with the conditions set forth in Article II of the Indenture. (b) Any Global Bond that is transferable to the beneficial owners thereof pursuant to this Section 2.03 3.03 shall be surrendered by the Depository to the Trustee at its corporate trust office to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Bond, an equal aggregate principal amount of certificated Bonds of authorized denominations. Any portion of a Global Bond transferred pursuant to this Section 2.03 3.03 shall be executed, authenticated and delivered only in denominations of $2,000 1,000 principal amount and any integral multiple of $1,000 in excess thereof and registered in such names as the Depository shall direct. (c) Subject to the provisions of Section 2.03(b3.03(b), the registered holder of a Global Bond shall be entitled to grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which such holder is entitled to take under the Indenture or the Bonds. (d) If the Depository at any time is unwilling or unable to continue as a depository, defaults in the performance of its duties as depository or ceases to be a clearing agency registered under the Securities Exchange Act of 1934 or other applicable statute or regulation, and a successor depository is not appointed by the Company within 90 days, the Company will issue Bonds in definitive form in exchange for the global securities relating to the Bonds. In addition, the Company may at any time and in its sole discretion and subject to the Depository’s procedures determine not to have the Bonds or portions of the Bonds represented by one or more global securities and, in that event, will issue individual Bonds in exchange for the global security or securities representing such Bonds. Further, if the Company so specifies with respect to the Bonds, an owner of a beneficial interest in a global security representing the Bonds may, on terms acceptable to the Company and the depositary for the global security, receive individual Bonds in exchange for the beneficial interest. In any such instance, an owner of a beneficial interest in a global security will be entitled to physical delivery in definitive form of Bonds represented by the global security equal in principal amount to the beneficial interest, and to have the Bonds registered in its name. Bonds so issued in definitive form will be issued as registered Bonds in denominations of $2,000 1,000 and integral multiples of $1,000.

Certificated Bonds. (a) A Global Bond deposited with the Depository or with the Trustee as securities custodian pursuant to Section 2.01 shall be transferred to the beneficial owners thereof in the form of certificated Bonds in an aggregate principal amount equal to the principal amount of such Global Bond, in exchange for such Global Bond, only if such transfer complies with and is permitted by this Section 2.03 and complies with the conditions set forth in Article II of the Indenture. (b) Any Global Bond that is transferable to the beneficial owners thereof pursuant to this Section 2.03 shall be surrendered by the Depository to the Trustee at its corporate trust office to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Bond, an equal aggregate principal amount of certificated Bonds of authorized denominations. Any portion of a Global Bond transferred pursuant to this Section 2.03 shall be executed, authenticated and delivered only in denominations of $2,000 1,000 principal amount and any integral multiple of $1,000 in excess thereof and registered in such names as the Depository shall direct. (c) Subject to the provisions of Section 2.03(b), the registered holder of a Global Bond shall be entitled to grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which such a holder is entitled to take under the Indenture or the Bonds. (d) If SECTION 3. The 2017 Bonds are redeemable upon notice given by mailing the Depository at any time is unwilling or unable same, postage prepaid, not less than thirty days nor more than sixty days prior to continue as the date fixed for redemption to each registered holder of a depository, defaults in the performance of its duties as depository or ceases bond to be a clearing agency registered under redeemed (in whole or in part) at the Securities Exchange Act last address of 1934 such holder appearing on the registry books. Any or other applicable statute or regulation, and a successor depository is not appointed all of the bonds of this series may be redeemed by the Company within 90 daysCompany, the Company will issue Bonds in definitive form in exchange for the global securities relating to the Bonds. In addition, the Company may at any time and in its sole discretion and subject from time to time prior to maturity, at a redemption price equal to the Depository’s procedures determine not to have greater of (1) 100% of the Bonds or portions principal amount of the Bonds represented by one or more global securities and, in that event, will issue individual and (2) the sum of the present values of the Remaining Scheduled Payments (as defined below) of principal and interest on the Bonds in exchange for the global security or securities representing such Bonds. Further, if the Company so specifies with respect discounted to the Bondsredemption date semiannually (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below), an owner of a beneficial plus 20 basis points, plus accrued interest in a global security representing on the Bonds may, on terms acceptable to the Company and the depositary for the global security, receive individual Bonds in exchange for the beneficial interest. In any such instance, an owner date of a beneficial interest in a global security will be entitled to physical delivery in definitive form of Bonds represented by the global security equal in principal amount to the beneficial interest, and to have the Bonds registered in its name. Bonds so issued in definitive form will be issued as registered Bonds in denominations of $2,000 and integral multiples of $1,000redemption.

Certificated Bonds. (a) A Global Bond deposited with the Depository or with the Trustee as securities custodian Securities Custodian pursuant to Section 2.01 3 shall be transferred to the beneficial owners thereof in the form of certificated Bonds in an aggregate principal amount equal to the principal amount of such Global Bond, in exchange for such Global Bond, only if such transfer complies with and is permitted by this Section 2.03 5 and complies with the conditions set forth in Article II Section 3.05 of the Indenture. (b) Any Global Bond that is transferable to the beneficial owners thereof pursuant to this Section 2.03 shall be surrendered by the Depository to the Trustee at its corporate trust office Corporate Trust Office to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Bond, an equal aggregate principal amount of certificated Bonds of authorized denominations. Any portion of a Global Bond transferred pursuant to this Section 2.03 shall be executed, authenticated and delivered only in denominations of $2,000 1,000 principal amount and any integral multiple of $1,000 in excess thereof and registered in such names as the Depository shall direct. Any certificated Bond representing beneficial interests in an Initial Bond or Private Exchange Bond shall, except as otherwise provided by Section 4(b) of Article IV, bear the restricted securities legend that is borne by such Bond. (c) Subject The Company shall promptly make available to the provisions Trustee a reasonable supply of Section 2.03(b)certificated Bonds in definitive, fully registered form without interest coupons only if: (i) DTC notifies the registered holder of a Global Bond shall be entitled to grant proxies and otherwise authorize any person, including Agent Members and persons Company that may hold interests through Agent Members, to take any action which such holder is entitled to take under the Indenture or the Bonds. (d) If the Depository at any time it is unwilling or unable to continue as a depository, defaults in Depository for the performance of its duties as depository Global Bond or if at any time the Depository ceases to be a clearing agency registered under the Securities Exchange Act of 1934 or other applicable statute or regulationAct, as amended, and a successor depository Depository is not appointed by the Company within 90 days; (ii) the Company, the Company will issue Bonds in definitive form in exchange for the global securities relating at its option, executes and delivers to the Bonds. In addition, Trustee an order that such Bonds shall be so exchangeable and the Company may at transfer so registrable; or (iii) there shall have occurred and be continuing an Event of Default (as defined in the Indenture) or any event which after notice or lapse of time and in its sole discretion and subject to the Depository’s procedures determine not to have the Bonds or portions both would be an Event of the Bonds represented by one or more global securities and, in that event, will issue individual Bonds in exchange for the global security or securities representing such Bonds. Further, if the Company so specifies Default with respect to the Bonds. (d) In all cases, certificated Bonds delivered in exchange for any Global Bond or beneficial interests in such Global Bond will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depository, in accordance with its customary procedures. Any certificated Bond issued in exchange for an owner of a beneficial interest in a global security representing Global Bond will bear the Bonds may, on terms acceptable to the Company and the depositary for the global security, receive individual Bonds in restricted securities legend that is borne by such Global Bond. Any such exchange for the beneficial interest. In any such instance, an owner of a beneficial interest in a global security will be entitled effected through the DTC's Deposit/Withdrawal at Custodian system and an appropriate adjustment will be made in the records of the Securities Custodian to physical delivery reflect a decrease in definitive form of Bonds represented by the global security equal in principal amount to of the beneficial interest, and to have the Bonds registered in its name. Bonds so issued in definitive form will be issued as registered Bonds in denominations of $2,000 and integral multiples of $1,000relevant Global Bond.

Certificated Bonds. (a) A Global Bond Security deposited with the Depository or with the Trustee as securities custodian for the Depository pursuant to Section 2.01 2.1 of this Exhibit B shall be transferred to the beneficial owners thereof in the form of certificated Bonds in an aggregate principal amount equal to the principal amount of such Global BondSecurity, in exchange for such Global BondSecurity, only if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for such transfer complies with Global Security or if at any time such Depository ceases to be a "clearing agency" registered under the Exchange Act and a successor depository is permitted not appointed by the Company within 90 days of such notice, or (ii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of certificated Bonds under this Section 2.03 and complies with the conditions set forth in Article II of the Indenture. (b) Any Global Bond Security that is transferable to the beneficial owners thereof pursuant to this Section 2.03 shall be surrendered by the Depository to the Trustee at its corporate trust office to be so transferred, in whole or from time to time in part, without charge, and and, upon Company Order, the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global BondSecurity, an equal aggregate principal amount of certificated Bonds of authorized denominations. Any portion of a Global Bond Security transferred pursuant to this Section 2.03 shall be executed, authenticated and delivered only in denominations of $2,000 principal amount 1,000 and any integral multiple of $1,000 in excess thereof and registered in such names cases as the Depository shall direct. Any certificated Bonds delivered in exchange for an interest in the Global Security shall bear the restricted securities legend set forth in the Indenture. (c) Subject to In the provisions event of the occurrence of any of the events specified in Section 2.03(b), the registered holder 2.4(a)(i) or (ii) of a Global Bond shall be entitled to grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which such holder is entitled to take under the Indenture or the Bonds. (d) If the Depository at any time is unwilling or unable to continue as a depository, defaults in the performance of its duties as depository or ceases to be a clearing agency registered under the Securities Exchange Act of 1934 or other applicable statute or regulation, and a successor depository is not appointed by the Company within 90 daysthis Exhibit B, the Company will issue promptly make available to the Trustee a reasonable supply of certificated Bonds in definitive definitive, fully registered form in exchange for the global securities relating to the Bonds. In addition, the Company may at any time and in its sole discretion and subject to the Depository’s procedures determine not to have the Bonds or portions of the Bonds represented by one or more global securities and, in that event, will issue individual Bonds in exchange for the global security or securities representing such Bonds. Further, if the Company so specifies with respect to the Bonds, an owner of a beneficial without interest in a global security representing the Bonds may, on terms acceptable to the Company and the depositary for the global security, receive individual Bonds in exchange for the beneficial interest. In any such instance, an owner of a beneficial interest in a global security will be entitled to physical delivery in definitive form of Bonds represented by the global security equal in principal amount to the beneficial interest, and to have the Bonds registered in its name. Bonds so issued in definitive form will be issued as registered Bonds in denominations of $2,000 and integral multiples of $1,000coupons.

Certificated Bonds. (a) A Global Bond deposited with the Depository or with the Trustee as securities custodian pursuant to Section 2.01 3.01 shall be transferred to the beneficial owners thereof in the form of certificated Bonds in an aggregate principal amount equal to the principal amount of such Global Bond, in exchange for such Global Bond, only if such transfer complies with and is permitted by this Section 2.03 3.03 and complies with the conditions set forth in Article II of the Indenture. (b) Any Global Bond that is transferable to the beneficial owners thereof pursuant to this Section 2.03 3.03 shall be surrendered by the Depository to the Trustee at its corporate trust office to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Bond, an equal aggregate principal amount of certificated Bonds of authorized denominations. Any portion of a Global Bond transferred pursuant to this Section 2.03 3.03 shall be executed, authenticated and delivered only in denominations of $2,000 1,000 principal amount and any integral multiple of $1,000 in excess thereof and registered in such names as the Depository shall direct. (c) Subject to the provisions of Section 2.03(b3.03(b), the registered holder of a Global Bond shall be entitled to grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which such holder is entitled to take under the Indenture or the Bonds. (d) If the Depository at any time is unwilling or unable to continue as a depository, defaults in the performance of its duties as depository or ceases to be a clearing agency registered under the Securities Exchange Act of 1934 or other applicable statute or regulation, and a successor depository is not appointed by the Company within 90 days, the Company will issue Bonds in definitive form in exchange for the global securities relating to the Bonds. In addition, the Company may at any time and in its sole discretion and subject to the Depository’s procedures determine not to have the Bonds or portions of the Bonds represented by one or more global securities and, in that event, will issue individual Bonds in exchange for the global security or securities representing such Bonds. Further, if the Company so specifies with respect to the Bonds, an owner of a beneficial interest in a global security representing the Bonds may, on terms acceptable to the Company and the depositary for the global security, receive individual Bonds in exchange for the beneficial interest. In any such instance, an owner of a beneficial interest in a global security will be entitled to physical delivery in definitive form of Bonds represented by the global security equal in principal amount to the beneficial interest, and to have the Bonds registered in its name. Bonds so issued in definitive form will be issued as registered Bonds in denominations of $2,000 1,000 and integral multiples of $1,000. SECTION 4. Any or all of the 2069 Bonds may be redeemed by the Company at its option, in whole or in part, at any time and from time to time on or after September 15, 2049 and prior to maturity, in amounts of $1,000 or any integral multiple of $1,000 in excess thereof. The redemption price for any such 2069 Bonds being redeemed on any redemption date shall be equal to the applicable percentage of the principal amount of such 2069 Bonds being redeemed set forth in the following table, plus accrued and unpaid interest, if any, on such 2069 Bonds being redeemed to, but not including, the redemption date: September 15, 2049 to March 14, 2050 105.00 % March 15, 2050 to September 14, 2050 105.00 % September 15, 2050 to March 14, 2051 104.50 % March 15, 2051 to September 14, 2051 104.50 % September 15, 2051 to March 14, 2052 104.00 % March 15, 2052 to September 14, 2052 104.00 % September 15, 2052 to March 14, 2053 103.50 % March 15, 2053 to September 14, 2053 103.50 % September 15, 2053 to March 14, 2054 103.00 % March 15, 2054 to September 14, 2054 103.00 % September 15, 2054 to March 14, 2055 102.50 % March 15, 2055 to September 14, 2055 102.50 % September 15, 2055 to March 14, 2056 102.00 % March 15, 2056 to September 14, 2056 102.00 % September 15, 2056 to March 14, 2057 101.50 % March 15, 2057 to September 14, 2057 101.50 % September 15, 2057 to March 14, 2058 101.00 % March 15, 2058 to September 14, 2058 101.00 % September 15, 2058 to March 14, 2059 100.50 % March 15, 2059 to September 14, 2059 100.50 % September 15, 2059 and thereafter 100.00 % If less than all of the 2069 Bonds are to be redeemed and (i) the 2069 Bonds are in global form, the interests in the 2069 Bonds to be redeemed shall be selected for redemption by the Depository, in accordance with the Depository’s standard procedures therefor, or (ii) the 2069 Bonds are in definitive form, the Trustee shall select the 2069 Bonds to be redeemed by lot. Notice of redemption shall be delivered not less than 10 nor more than 60 days prior to the date fixed for redemption to the holders of the 2069 Bonds to be redeemed (which, as long as the 2069 Bonds are held in the book-entry only system, will be the Depository (or its nominee); provided, however, that the failure to duly deliver such notice, or any defect therein, shall not affect the validity of any proceedings for the redemption of the 2069 Bonds as to which there shall have been no such failure or defect. If, at the time a notice of redemption is given, the moneys to fund the redemption price are not on deposit with the Trustee, then, if such notice so provides, the redemption shall be subject to the receipt of the moneys to fund the redemption price on or before the relevant redemption date and such notice of redemption shall be of no force and effect unless such moneys are so received. On and after the date fixed for redemption (unless the Company shall default in the payment of the 2069 Bonds or portions thereof to be redeemed at the applicable redemption price, together with accrued and unpaid interest, if any, thereon to, but not including, such date), interest on the 2069 Bonds or the portions thereof so called for redemption shall cease to accrue. SECTION 5. The Bonds are not redeemable by the operation of the maintenance and replacement provisions of the Indenture or with the proceeds of released property or in any other manner except as set forth in Section 4 hereof. SECTION 6. The 2069 Bonds are repayable at the option of the holder of such 2069 Bonds, in whole or in part, on the repayment dates and at the repayment prices (in each case expressed as a percentage of the principal amount of such 2069 Bonds being repaid) set forth in the following table, and on September 15 of every second year thereafter until September 15, 2066 (i.e. commencing on September 15, 2032, through and including September 15, 2066), at 100% of the principal amount of such 2069 Bonds being repaid, plus, in each case, accrued and unpaid interest, if any, on such 2069 Bonds being repaid to, but not including, the repayment date: September 15, 2020 98.00 % March 15, 2021 98.00 % September 15, 2021 98.00 % March 15, 2022 98.00 % September 15, 2022 98.00 % March 15, 2023 98.00 % September 15, 2023 98.00 % March 15, 2024 98.00 % September 15, 2024 98.00 % March 15, 2025 99.00 % September 15, 2025 99.00 % March 15, 2026 99.00 % September 15, 2026 99.00 % March 15, 2027 99.00 % September 15, 2027 99.00 % March 15, 2028 99.00 % September 15, 2028 99.00 % March 15, 2029 99.00 % September 15, 2029 99.00 % March 15, 2030 99.00 % September 15, 2030 100.00 % A beneficial owner of a 2069 Bond held in book-entry form shall give notice, at least 30 days but not more than 60 days before the applicable repayment date, to elect to have its 2069 Bonds repaid, through its participant, to the Trustee, and shall effect delivery of such 2069 Bonds by causing the participant to transfer such participant’s interest in the 2069 Bonds, on the Depository’s records, to the Trustee. The requirement for physical delivery of 2069 Bonds in connection with a repayment of the 2069 Bonds at the option of a beneficial owner will be deemed satisfied when the ownership rights in the 2069 Bonds are transferred by participants on the Depository’s records and followed by a book-entry credit of 2069 Bonds to the Trustee’s account at the Depository. In order for a 2069 Bond not held in book-entry form to be repaid at the option of a holder, the Trustee must receive, at least 30 days but not more than 60 days before the applicable repayment date: (1) the 2069 Bond with the form entitled “Option to Elect Repayment” in the 2069 Bond duly completed; or (2) a facsimile transmission or a letter from a member of a national securities exchange or a member of the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States, which must set forth: • the name of the holder of the 2069 Bond; • the principal amount of the 2069 Bond; • the principal amount of the 2069 Bond to be repaid; • the certificate number or a description of the tenor and terms of the 2069 Bond; and • a statement that the option to elect repayment is being exercised and a guarantee that the 2069 Bond to be repaid, together with the duly completed form entitled “Option to Elect Repayment” in the 2069 Bond, will be received by the Trustee not later than the fifth Business Day after the date of that facsimile transmission or letter. The repayment option may be exercised by the holder of a 2069 Bond for less than the entire principal amount of the 2069 Bond, but, in that event, the principal amount of the 2069 Bond remaining outstanding after repayment must be in an authorized denomination. SECTION 7. If a Tax Event occurs, the Company will have the right to shorten the Stated Maturity of the 2069 Bonds, without the consent of the holders of the 2069 Bonds: • to the minimum extent required, in the opinion of nationally recognized independent tax counsel, so that, after shortening the Stated Maturity, interest paid on the 2069 Bonds will be deductible for U.S. federal income tax purposes; or • if that counsel cannot opine definitively as to such a minimum period, the minimum extent so required to maintain the Company’s interest deduction, in each case, to the extent deductible under current law, as determined in good faith by the Company’s board of directors, after receipt of an opinion of that counsel regarding the applicable legal standards. In that case, the amount payable on the 2069 Bonds on that new maturity date will be equal to 100% of the principal amount of the 2069 Bonds, together with accrued and unpaid interest thereon, if any, to, but not including, that new maturity date. If the Company elects to exercise its right to shorten the maturity of the 2069 Bonds when a Tax Event occurs, the Company will give notice to each holder of the 2069 Bonds not more than 60 days after the occurrence of the Tax Event, stating the new maturity date of the 2069 Bonds. If the 2069 Bonds are solely registered in the name of Cede & Co. and traded through the Depository, then such notice will be delivered to the Depository and transmitted by the Depository in accordance with its practices.