Common use of Conditions for Issuance Clause in Contracts

Conditions for Issuance. Unless otherwise specified in a related Series Supplement, interests in a Restricted Global Note or Permanent Global Note deposited with DTC or a custodian of DTC pursuant to Section 2.5 shall be transferred to the beneficial owners thereof in the form of Definitive Notes only if such transfer complies with Section 2.9 and (x) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Restricted Global Note or Permanent Global Note or at any time ceases to be a “clearing agency” registered under the Exchange Act, and, in either case, a successor depositary so registered is not appointed by the Issuer within 90 days of such notice or (y) the Issuer determines that the Restricted Global Note or Permanent Global Note with respect to the relevant Series of Notes shall be exchangeable for Definitive Notes, in which case Definitive Notes shall be issuable or exchangeable only in respect of such Global Notes or the category of Definitive Notes represented thereby or (z) DTC notifies the Trustee that any Note Owner or Noteholder, purchaser or transferee of a beneficial interest in a Restricted Global Note or a Permanent Global Note requests the same in the form of a Definitive Note and the Issuer, in its sole discretion, consents to such request (in which case a Definitive Note shall be issuable or transferable only to such Note Owner, Noteholder, purchaser or transferee). In such event, the Issuer will deliver Definitive Notes in exchange for the Restricted Global Notes or the Permanent Global Notes or, in the case of an exchange or transfer described in clause (y) or (z) above, in exchange for the applicable beneficial interest in one or more Global Notes. Unless otherwise provided in a related Series Supplement, Definitive Notes shall be issued only in minimum denominations of U.S. $200,000 and integral multiples of U.S. $1,000 in excess thereof, subject to compliance with all applicable legal and regulatory requirements.

Conditions for Issuance. Unless otherwise specified in a related Series Supplement, interests in a Restricted Global Note or Permanent Global Note deposited with DTC or a custodian of DTC pursuant to Section 2.5 shall be transferred to the beneficial owners thereof in the form of Definitive Notes only if such transfer complies with Section 2.9 and (x) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Restricted Global Note or Permanent Global Note or at any time ceases to be a “clearing agency” registered under the Exchange Act, and, in either case, a successor depositary so registered is not appointed by the Issuer within 90 days of such notice or (y) the Issuer determines that the Restricted Global Note or Permanent Global Note with respect to the relevant Series of Notes shall be exchangeable for Definitive Notes, in which case Definitive Notes shall be issuable or exchangeable only in respect of such Global Notes or the category of Definitive Notes represented thereby or (z) DTC notifies the Trustee that any Note Owner or Noteholder, purchaser or transferee of a beneficial interest in a Restricted Global Note or a Permanent Global Note requests the same in the form of a Definitive Note and the Issuer, in its sole discretion, consents to such request (in which case a Definitive Note shall be issuable or transferable only to such Note Owner, Noteholder, purchaser or transferee). In such event, the Issuer will deliver Definitive Notes in exchange for the Restricted Global Notes or the Permanent Global Notes or, in the case of an exchange or transfer described in clause (y) or (z) above, in exchange for the applicable beneficial interest in one or more Global Notes. Unless otherwise provided in a related Series Supplement, Definitive Notes shall be issued only in minimum denominations of U.S. $200,000 and integral multiples of U.S. $1,000 in excess thereof, subject to compliance with all applicable legal and an i regulatory requirements.

Conditions for Issuance. Unless otherwise specified in a related Series SupplementDefinitive Notes shall be issued and delivered, and interests in a Restricted Rule 144A Global Note or Permanent Regulation S Global Note deposited with DTC or a custodian of DTC pursuant to Section 2.5 shall be transferred to the beneficial owners thereof in the form of Definitive Notes Notes, only if (i) in the case of a transfer or exchange, such transfer complies with Section 2.9 and (ii) either (x) DTC notifies the Issuer RCFC that it is unwilling or unable to continue as depositary for such Restricted Rule 144A Global Note or Permanent Regulation S Global Note or at any time ceases to be a “clearing agency” registered under the United States Securities Exchange Act of 1934, as amended, (the “Exchange Act”), and, and in either case, case in either case a successor depositary so registered is not appointed by the Issuer RCFC within 90 ninety (90) days of such notice or (y) the Issuer RCFC, in its sole discretion, determines that the Restricted Rule 144A Global Note Notes or Permanent Regulation S Global Note Notes with respect to the relevant Series of Notes shall be exchangeable for Definitive Notes, in which case Definitive Notes shall be issuable or exchangeable only in respect of such Global global Notes or the category of Definitive Notes represented thereby or (z) DTC notifies the Trustee that any Note Owner or Noteholder, purchaser or transferee of a beneficial interest in a Restricted Rule 144A Global Note or a Permanent Regulation S Global Note requests the same in the form of a Definitive Note and the IssuerRCFC, in its sole discretion, consents to such request (in which case a Definitive Note shall be issuable or transferable only to such Note Owner, Noteholder, purchaser or transferee). In such event, the Issuer RCFC will deliver Definitive Notes in definitive registered form, without interest coupons, in exchange for the Restricted Rule 144A Global Notes or the Permanent Regulation S Global Notes or, in the case of an exchange or transfer described in clause (y) or (z) above, in exchange for the applicable beneficial interest in one or more Global Notes. Unless otherwise provided in a related Series Supplement, Definitive Notes shall be issued only without coupons in minimum denominations that are specified in the related Series Supplement for such Series of U.S. $200,000 and integral multiples of U.S. $1,000 in excess thereofNotes, subject to compliance with all applicable legal and regulatory requirements.

Conditions for Issuance. Unless otherwise specified in a related Series Supplement, interests in a Restricted Global Note or Permanent Global Note deposited with DTC or a custodian of DTC pursuant to Section SECTION 2.5 shall be transferred to the beneficial owners thereof in the form of Definitive Notes only if such transfer complies with Section SECTION 2.9 and (x) DTC notifies the Issuer ARG II that it is unwilling or unable to continue as depositary for such Restricted Global Note or Permanent Global Note or at any time ceases to be a “"clearing agency” " registered under the Exchange Act, and, in either case, a successor depositary so registered is not appointed by the Issuer ARG II within 90 days of such notice or (y) the Issuer ARG II determines that the Restricted Global Note or Permanent Global Note with respect to the relevant Series of Notes shall be exchangeable for Definitive Notes, in which case Definitive Notes shall be issuable or exchangeable only in respect of such Global Notes or the category of Definitive Notes represented thereby or (z) DTC notifies the Trustee that any Note Owner or Noteholder, purchaser or transferee of a beneficial interest in a Restricted Global Note or a Permanent Global Note requests the same in the form of a Definitive Note and the IssuerARG II, in its sole discretion, consents to such request (in which case a Definitive Note shall be issuable or transferable only to such Note Owner, Noteholder, purchaser or transferee). In such event, the Issuer ARG II will deliver Definitive Notes in exchange for the Restricted Global Notes or the Permanent Global Notes or, in the case of an exchange or transfer described in clause CLAUSE (yY) or (zZ) above, in exchange for the applicable beneficial interest in one or more Global Notes. Unless otherwise provided specified in a related Series Supplement, Definitive Notes shall be issued only in minimum denominations of U.S. $200,000 and integral multiples of U.S. $1,000 in excess thereof, subject to compliance with all applicable legal and regulatory requirements.

Conditions for Issuance. Unless otherwise specified Interests in a related Series Supplement, interests in a Restricted Global Note or Permanent Registered Global Note deposited with DTC or a the Trustee as custodian of for DTC pursuant to Section 2.5 6(b), 6(c) or 6(d) shall be transferred to the beneficial owners thereof in the form of Definitive definitive registered Notes only if such transfer complies with Section 2.9 7(b) and Section 7(c) and (xi) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Restricted Global Note or Permanent Registered Global Note or at any time ceases to be a “"clearing agency” " registered under the Exchange Act, and, in either case, and a successor depositary so registered is not appointed by the Issuer within 90 days of such notice notice, or (yii) the Issuer determines that the Restricted Global Note or Permanent Registered Global Note with respect to the relevant any Series of Notes shall be exchangeable exchanged in full for definitive registered Notes. Definitive Notes, in which case Definitive registered Notes shall be issuable issued without coupons in amounts of US$250,000 (or exchangeable only the equivalent thereof in respect the currency in which such Note is denominated rounded to the nearest 1,000 units of such Global Notes currency) and higher integral multiples US$50,000 (or the category equivalent thereof in the currency in which such Note, is denominated rounded to the nearest 1,000 units of Definitive such currency) or in such denominations as may be specified in the applicable Pricing Supplement, subject to compliance with all applicable legal and regulatory requirements. Interests in a Permanent Global Note deposited with the Common Depositary in accordance with Section 6(a) shall be transferred to the beneficial owners thereof in the form of definitive Bearer Notes represented thereby substantially in the form of Exhibit F hereto, with interest coupons, if any, attached, substantially in the form of Exhibit G hereto, only if (x) Euroclear or Cedel, as applicable, has been closed for a continuous 30-day period or announced an intention permanently to cease business, or (zy) DTC notifies the Trustee that any Note Owner or Noteholder, purchaser or transferee holder of a beneficial interest in a Restricted Global Note or a such Permanent Global Note requests notifies the same Issuer and the Trustee in writing of its intention to exchange such beneficial interest in the form of a Definitive Permanent Global Note and for definitive Bearer Notes, or (z) the Issuer, in its sole discretion, consents to such request (in which case a Definitive Issuer determines that the Permanent Global Note shall be issuable or transferable only to such Note Owner, Noteholder, purchaser or transferee)exchanged in full for definitive Bearer Notes. In such event, the Issuer will deliver Definitive Notes in exchange for the Restricted Global Notes or the Permanent Global Notes or, in the case If any holder of an exchange or transfer a beneficial interest makes a request as described in clause (y) or (z) above, the Issuer, as soon as practicable but in no event later than 60 days after the date of such request, shall be required to exchange the Permanent Global Note in full for Notes in definitive bearer form which, absent instructions to the contrary to Euroclear or Cedel, as the case may be, from the relevant holder or holders of beneficial interests in such Permanent Global Note, will continue to be held by Euroclear or Cedel, as the case may be, for the applicable account of such holders, in accordance with their standard procedures. Thereafter, any beneficial interest in one a Temporary Global Note of the same Series as a Permanent Global Note exchanged for definitive Bearer Notes in the manner described in the immediately preceding sentence, will only be exchanged (upon certification as set forth on Section 7(b)(ix) hereof) for definitive Bearer Notes which will be delivered by the Trustee, subject to receipt of such definitive Bearer Notes from the Bank, to the Common Depositary for Euroclear or more Global Cedel, as the case may be, for the account or accounts of the relevant holder or holders of such definitive Bearer Notes. Unless otherwise provided Any such definitive Bearer Notes will not be exchangeable for interests in a related Series Supplement, any Permanent Global Note. Definitive Bearer Notes shall will be issued only in minimum amounts of US$1,000 (or the equivalent thereof in the currency in which such Note is denominated rounded to the nearest 1,000 units of such currency), or in such denominations of U.S. $200,000 and integral multiples of U.S. $1,000 as may be specified in excess thereofthe applicable Pricing Supplement, subject to compliance with all applicable legal and regulatory requirements.

Conditions for Issuance. Unless otherwise specified in a related Series SupplementDefinitive Notes shall be issued and delivered, and interests in a Restricted Global Note or Permanent Global Note deposited with DTC or a custodian of DTC pursuant to Section 2.5 shall be transferred to the beneficial owners thereof in the form of Definitive Notes Notes, only if (i) in the case of a transfer or exchange, such transfer complies with Section 2.9 and (ii) either (x) DTC notifies the Issuer Thrifty Finance that it is unwilling or unable to continue as depositary for such Restricted Global Note or Permanent Global Note or at any time ceases to be a “"clearing agency” " registered under the United States Securities Exchange Act of 1934, as amended, (the "Exchange Act"), and, and in either case, case in either case a successor depositary so registered is not appointed by the Issuer Thrifty Finance within 90 ninety (90) days of such notice or (y) the Issuer Thrifty Finance, in its sole discretion, determines that the Restricted Global Note Notes or Permanent Global Note Notes with respect to the relevant Series of Notes shall be exchangeable for Definitive Notes, in which case Definitive Notes shall be issuable or exchangeable only in respect of such Global global Notes or the category of Definitive Notes represented thereby or (z) DTC notifies the Trustee that any Note Owner or Noteholder, purchaser or transferee of a beneficial interest in a Restricted Global Note or a Permanent Global Note requests the same in the form of a Definitive Note and the IssuerThrifty Finance, in its sole discretion, consents to such request (in which case a Definitive Note shall be issuable or transferable only to such Note Owner, Noteholder, purchaser or transferee). In such event, the Issuer Thrifty Finance will deliver Definitive Notes in definitive registered form, without interest coupons, in exchange for the Restricted Global Notes or the Permanent Global Notes or, in the case of an exchange or transfer described in clause (y) or (z) above, in exchange for the applicable beneficial interest in one or more Global Notes. Unless otherwise provided in a related Series Supplement, Definitive Notes shall be issued only without coupons in minimum denominations amounts of U.S. $200,000 U.S.$250,000 and integral multiples of U.S. $1,000 in excess thereofU.S.$1,000, subject to compliance with all applicable legal and regulatory requirements.

Conditions for Issuance. Unless otherwise specified in a related Series Supplement, interests Interests in a Restricted Global Note or Permanent Global Note deposited with DTC or a custodian of DTC pursuant to Section 2.5 shall be transferred to the beneficial owners thereof in the form of Definitive definitive registered Notes only if such transfer complies with Section 2.9 and (x) DTC notifies the Issuer AFC-II that it is unwilling or unable to continue as depositary for such Restricted Global Note or Permanent Global Note or at any time ceases to be a “"clearing agency” " registered under the Exchange Act, and, in either case, and a successor depositary so registered is not appointed by the Issuer AFC-II within 90 days of such notice or (y) the Issuer AFC-II determines that the Restricted Global Note or Permanent Global Note with respect to the relevant Series of Notes shall be exchangeable for Definitive definitive registered Notes, in which case Definitive Notes shall be issuable or exchangeable only in respect of such Global Notes or the category of Definitive Definitions Notes represented thereby or (z) DTC notifies the Trustee that any Note Owner or Noteholder, purchaser or transferee of a beneficial interest in a Restricted Global Note or a Permanent Global Note requests the same in the form of a Definitive Note and the IssuerAFC-II, in its sole discretion, consents to such request (in which case a Definitive Note shall be issuable or transferable only to such Note Owner, Noteholder, purchaser or transferee). In such event, the Issuer AFC-II will deliver Definitive Notes in definitive registered form, without interest coupons, in exchange for the Restricted Global Notes or the Permanent Global Notes or, in the case of an exchange or transfer described in clause (y) or (z) above, in exchange for the applicable beneficial interest in one or more Global Notes. Unless otherwise provided in a related Series Supplement, Definitive registered Notes shall be issued only without coupons in minimum denominations amounts of U.S. $200,000 and integral multiples of U.S. $1,000 in excess thereof1,000, subject to compliance with all applicable legal and regulatory requirements.

Conditions for Issuance. Unless otherwise specified in a related Series Supplement, interests in a Restricted Global Note or Permanent Global Note deposited with DTC or a custodian of DTC pursuant to Section 2.5 shall be transferred to the beneficial owners thereof in the form of Definitive Notes only if such transfer complies with Section 2.9 and (x) DTC notifies the Issuer ARG that it is unwilling or unable to continue as depositary for such Restricted Global Note or Permanent Global Note or at any time ceases to be a “clearing agency” registered under the Exchange Act, and, in either case, a successor depositary so registered is not appointed by the Issuer ARG within 90 days of such notice or (y) the Issuer ARG determines that the Restricted Global Note or Permanent Global Note with respect to the relevant Series of Notes shall be exchangeable for Definitive Notes, in which case Definitive Notes shall be issuable or exchangeable only in respect of such Global Notes or the category of Definitive Notes represented thereby or (z) DTC notifies the Trustee that any Note Owner or Noteholder, purchaser or transferee of a beneficial interest in a Restricted Global Note or a Permanent Global Note requests the same in the form of a Definitive Note and the IssuerARG, in its sole discretion, consents to such request (in which case a Definitive Note shall be issuable or transferable only to such Note Owner, Noteholder, purchaser or transferee). In such event, the Issuer ARG will deliver Definitive Notes in exchange for the Restricted Global Notes or the Permanent Global Notes or, in the case of an exchange or transfer described in clause (y) or (z) above, in exchange for the applicable beneficial interest in one or more Global Notes. Unless otherwise provided specified in a related Series Supplement, Definitive Notes shall be issued only in minimum denominations of U.S. $200,000 and integral multiples of U.S. $1,000 in excess thereof, subject to compliance with all applicable legal and regulatory requirements.

Conditions for Issuance. Unless otherwise specified provided in the Series Supplement for a related Series Supplementof Notes, Definitive Notes shall be issued and delivered, and interests in a Restricted Rule 144A Global Note or Permanent Regulation S Global Note deposited with DTC or a custodian of DTC pursuant to Section 2.5 shall be transferred to the beneficial owners thereof in the form of Definitive Notes Notes, only if (i) in the case of a transfer or exchange, such transfer complies with Section 2.9 and (ii) either (x) DTC notifies the Issuer CPF that it is unwilling or unable to continue as depositary for such Restricted Rule 144A Global Note or Permanent Regulation S Global Note or at any time ceases to be a “clearing agency” registered under the United States Securities Exchange Act of 1934, as amended, (the “Exchange Act”), and, and in either case, case a successor depositary so registered is not appointed by the Issuer CPF within 90 ninety (90) days of such notice or (y) the Issuer CPF, in its sole discretion, determines that the Restricted Rule 144A Global Note Notes or Permanent Regulation S Global Note Notes with respect to the relevant Series of Notes shall be exchangeable for Definitive Notes, in which case Definitive Notes shall be issuable or exchangeable only in respect of such Global global Notes or the category of Definitive Notes represented thereby or (z) DTC notifies the Trustee that any Note Owner or Noteholder, purchaser or transferee of a beneficial interest in a Restricted Rule 144A Global Note or a Permanent Regulation S Global Note requests the same in the form of a Definitive Note and the IssuerCPF, in its sole discretion, consents to such request (in which case a Definitive Note shall be issuable or transferable only to such Note Owner, Noteholder, purchaser or transferee). In such event, the Issuer CPF will deliver Definitive Notes in definitive registered form, without interest coupons, in exchange for the Restricted Rule 144A Global Notes or the Permanent Regulation S Global Notes or, in the case of an exchange or transfer described in clause (y) or (z) above, in exchange for the applicable beneficial interest in one or more Global Notes. Unless otherwise provided in a related Series Supplement, Definitive Notes shall be issued only without coupons in minimum denominations that are specified in the Series Supplement for such Series of U.S. $200,000 and integral multiples of U.S. $1,000 in excess thereofNotes, subject to compliance with all applicable legal and regulatory requirements.