Common use of Definitive Bearer Global Securities Clause in Contracts

Definitive Bearer Global Securities. This Section 5(c) shall apply only to definitive bearer global Securities delivered to a Common Depositary for EUROCLEAR, CLEARSTREAM or Clearing System pursuant to Section 1(f)(ii), unless otherwise provided in the Authorization. If the beneficial owners of interests in a definitive bearer global Security are entitled to exchange such interests for definitive bearer Securities or definitive registered Securities of such Series as provided in the Authorization, then without unnecessary delay but in any event not later than the fifteenth calendar day prior to the earliest date on which such interests may be so exchanged the Issuer shall deliver to the Fiscal Agent definitive bearer Securities and/or definitive registered Securities in aggregate principal amount equal to the principal amount of such definitive bearer global Security. On the earliest date (if any) on which such interests may be so exchanged, such definitive bearer global Security shall be surrendered outside the United States and its possessions by the Common Depositary to the Fiscal Agent, as the Issuer’s agent for such purpose, to be exchanged without charge, in whole or from time to time in part, for definitive bearer Securities and/or definitive registered Securities; and the Fiscal Agent shall authenticate and deliver, in exchange for each portion of such definitive bearer global Security, an equal aggregate principal amount of definitive bearer Securities and/or definitive registered Securities of the same Series of authorized denominations as the portion of such definitive bearer global Security to be exchanged, in such combination thereof as shall be specified by the beneficial owner thereof and communicated to the Fiscal Agent through EUROCLEAR, CLEARSTREAM or Clearing System, and, if in registered form, registered in such name as may be specified by the beneficial owner thereof and so communicated to the Fiscal Agent; provided, however, that no such exchange may occur during a period beginning at the opening of business 15 calendar days before any date for the selection of Securities of such Series to be redeemed and ending on the relevant date of redemption; and provided further, that no definitive bearer Security delivered in exchange for a portion of a definitive bearer global Security shall be mailed or otherwise delivered to any location in the United States and its possessions. If a definitive registered Security is issued in exchange for any portion of a definitive bearer global Security after the close of business at the office or agency where such exchange occurs on the record date for any interest payment date and before the opening of business at such office or agency on such interest payment date, interest will not be payable on such interest payment date in respect of such registered Security, but will be payable on such interest payment date only to the person to whom interest in respect of such portion of such definitive bearer global Security is payable. So long as the Common Depositary is the holder of a definitive bearer global Security, such Common Depositary, as the case may be, will be considered the sole owner or holder of the Securities represented by such definitive bearer global Security for the purposes of receiving payment on the Securities, receiving notices and for all other purposes under this Agreement and the definitive bearer global Security. The Common Depositary may grant proxies and otherwise authorize any person, including EUROCLEAR, CLEARSTREAM, Clearing System and beneficial owners of such global Security, to take any action that a holder is entitled to take under this Agreement or such global Security. Beneficial interests in a definitive bearer global Security will be evidenced only by, and transfers thereof will be affected only through, records maintained by EUROCLEAR, CLEARSTREAM or Clearing System.

Definitive Bearer Global Securities. This Section 5(c) shall apply only to definitive bearer global Securities delivered to a Common Depositary for EUROCLEAR, CLEARSTREAM or Clearing System pursuant to Section 1(f)(ii), unless otherwise provided in the Authorization. If the beneficial owners of interests in a definitive bearer global Security are entitled to exchange such interests for definitive bearer Securities or definitive registered Securities of such Series as provided in the Authorization, then without unnecessary delay but in any event not later than the fifteenth calendar day prior to the earliest date on which such interests may be so exchanged the Issuer shall deliver to the Fiscal Agent definitive bearer Securities and/or definitive registered Securities in aggregate principal amount equal to the principal amount of such definitive bearer global Security. On the earliest date (if any) on which such interests may be so exchanged, such definitive bearer global Security shall be surrendered outside the United States and its possessions by the Common Depositary to the Fiscal Agent, as the Issuer’s 's agent for such purpose, to be exchanged without charge, in whole or from time to time in part, for definitive bearer Securities and/or definitive registered Securities; and the Fiscal Agent shall authenticate and deliver, in exchange for each portion of such definitive bearer global Security, an equal aggregate principal amount of definitive bearer Securities and/or definitive registered Securities of the same Series of authorized denominations as the portion of such definitive bearer global Security to be exchanged, in such combination thereof as shall be specified by the beneficial owner thereof and communicated to the Fiscal Agent through EUROCLEAR, CLEARSTREAM or Clearing System, and, if in registered form, registered in such name as may be specified by the beneficial owner thereof and so communicated to the Fiscal Agent; provided, however, that no such exchange may occur during a period beginning at the opening of business 15 calendar days before any date for the selection of Securities of such Series to be redeemed and ending on the relevant date of redemption; and provided further, that no definitive bearer Security delivered in exchange for a portion of a definitive bearer global Security shall be mailed or otherwise delivered to any location in the United States and its possessions. If a definitive registered Security is issued in exchange for any portion of a definitive bearer global Security after the close of business at the office or agency where such exchange occurs on the record date for any interest payment date and before the opening of business at such office or agency on such interest payment date, interest will not be payable on such interest payment date in respect of such registered Security, but will be payable on such interest payment date only to the person to whom interest in respect of such portion of such definitive bearer global Security is payable. So long as the Common Depositary is the holder of a definitive bearer global Security, such Common Depositary, as the case may be, will be considered the sole owner or holder of the Securities represented by such definitive bearer global Security for the purposes of receiving payment on the Securities, receiving notices and for all other purposes under this Agreement and the definitive bearer global Security. The Common Depositary may grant proxies and otherwise authorize any person, including EUROCLEAR, CLEARSTREAM, Clearing System and beneficial owners of such global Security, to take any action that a holder is entitled to take under this Agreement or such global Security. Beneficial interests in a definitive bearer global Security will be evidenced only by, and transfers thereof will be affected only through, records maintained by EUROCLEAR, CLEARSTREAM or Clearing System.

Definitive Bearer Global Securities. This Section 5(c) shall apply only to definitive bearer global Securities delivered to a Common Depositary for EUROCLEAR, CLEARSTREAM Euroclear or Clearing System Clearstream pursuant to Section 1(f)(ii), unless otherwise provided in the Authorization. If the beneficial owners of interests in a definitive bearer global Security are entitled to exchange such interests for definitive bearer Securities or definitive registered Securities of such Series Series, as provided in the Authorization, then without unnecessary delay but in any event not later than the fifteenth calendar day prior to the earliest date on which such interests may be so exchanged the Issuer shall deliver to the Fiscal Agent definitive bearer Securities and/or definitive registered Securities executed by the Issuer and in an aggregate principal amount equal to the principal amount of such definitive bearer global Security. On Security on or after the earliest date (if any) on which such interests may be so exchanged, such definitive bearer global Security shall may be surrendered outside the United States and its possessions by the Common Depositary to the Fiscal AgentAgent outside the United States, as the Issuer’s agent for such purpose, to be exchanged without chargeexchanged, in whole or from time to time in part, for definitive bearer Securities and/or definitive registered Securities; Securities without charge and the Fiscal Agent shall authenticate and deliver, in exchange for each portion of such definitive bearer global Security, an equal aggregate principal amount of definitive bearer Securities and/or definitive registered Securities of the same Series of authorized denominations and of like tenor as the portion of such definitive bearer global Security to be exchanged, in such combination thereof as shall be specified by the beneficial owner thereof and communicated to the Fiscal Agent through EUROCLEAR, CLEARSTREAM Euroclear or Clearing SystemClearstream, and, if in registered form, registered in such name as may be specified by the beneficial owner thereof and so communicated to the Fiscal Agent; provided, however, that no such exchange may occur during a period beginning at the opening of business 15 calendar days before any date for the selection of Securities of such that Series and like tenor to be redeemed and ending on the relevant date of redemption; and provided provided, further, that no definitive bearer Security delivered in exchange for a portion of a definitive bearer global Security shall be mailed or otherwise delivered to any location in the United States and its possessionsStates. If a definitive registered Security is issued in exchange for any portion of a definitive bearer global Security after the close of business at the office or agency where such exchange occurs on the any record date for any interest payment date and before the opening of business at such office or agency on such the relevant interest payment date, interest will not be payable on such interest payment date in respect of such definitive registered Security, but will be payable on such interest payment date only to the person to whom interest in respect of such portion of such definitive bearer global Security is payable. So long as the Common Depositary is the holder of a definitive bearer global Security, such Common Depositary, as the case may be, will be considered the sole owner or holder of the Securities represented by such definitive bearer global Security for the purposes of receiving payment on the Securities, receiving notices and for all other purposes under this Agreement and the definitive bearer global Security. The Common Depositary may grant proxies and otherwise authorize any person, including EUROCLEAR, CLEARSTREAM, Clearing System and beneficial owners of such global Security, to take any action that a holder is entitled to take under this Agreement or such global Security. Beneficial interests in a definitive bearer global Security will be evidenced only by, and transfers thereof will be affected effected only through, records maintained by EUROCLEAR, CLEARSTREAM or Clearing SystemEuroclear and Clearstream.

Definitive Bearer Global Securities. This Section 5(c) shall apply only to definitive bearer global Securities delivered to a Common Depositary for EUROCLEAR, CLEARSTREAM Euroclear or Clearing System Clearstream pursuant to Section 1(f)(ii), unless otherwise provided in the Authorization. If the beneficial owners of interests in a definitive bearer global Security are entitled to exchange such interests for definitive bearer Securities or definitive registered Securities of such Series Series, as provided in the Authorization, then without unnecessary delay but in any event not later than the fifteenth calendar day prior to the earliest date on which such interests may be so exchanged the Issuer shall deliver to the Fiscal Agent definitive bearer Securities and/or definitive registered Securities executed by the Issuer and in an aggregate principal amount equal to the principal amount of such definitive bearer global Security. On Security on or after the earliest date (if any) on which such interests may be so exchanged, such definitive bearer global Security shall may be surrendered outside the United States and its possessions by the Common Depositary to the Fiscal AgentAgent outside the United States of America, as the Issuer’s agent for such purpose, to be exchanged without chargeexchanged, in whole or from time to time in part, for definitive bearer Securities and/or definitive registered Securities; Securities without charge and the Fiscal Agent shall authenticate and deliver, in exchange for each portion of such definitive bearer global Security, an equal aggregate principal amount of definitive bearer Securities and/or definitive registered Securities of the same Series of authorized denominations and of like tenor as the portion of such definitive bearer global Security to be exchanged, in such combination thereof as shall be specified by the beneficial owner thereof and communicated to the Fiscal Agent through EUROCLEAR, CLEARSTREAM Euroclear or Clearing SystemClearstream, and, if in registered form, registered in such name as may be specified by the beneficial owner thereof and so communicated to the Fiscal Agent; provided, however, that no such exchange may occur during a period beginning at the opening of business 15 calendar days before any date for the selection of Securities of such that Series and like tenor to be redeemed and ending on the relevant date of redemption; and provided provided, further, that no definitive bearer Security delivered in exchange for a portion of a definitive bearer global Security shall be mailed or otherwise delivered to any location in the United States and its possessionsof America. If a definitive registered Security is issued in exchange for any portion of a definitive bearer global Security after the close of business at the office or agency where such exchange occurs on the any record date for any interest payment date and before the opening of business at such office or agency on such the relevant interest payment date, interest will not be payable on such interest payment date in respect of such definitive registered Security, but will be payable on such interest payment date only to the person to whom interest in respect of such portion of such definitive bearer global Security is payable. So long as the Common Depositary is the holder of a definitive bearer global Security, such Common Depositary, as the case may be, will be considered the sole owner or holder of the Securities represented by such definitive bearer global Security for the purposes of receiving payment on the Securities, receiving notices and for all other purposes under this Agreement and the definitive bearer global Security. The Common Depositary may grant proxies and otherwise authorize any person, including EUROCLEAR, CLEARSTREAM, Clearing System and beneficial owners of such global Security, to take any action that a holder is entitled to take under this Agreement or such global Security. Beneficial interests in a definitive bearer global Security will be evidenced only by, and transfers thereof will be affected effected only through, records maintained by EUROCLEAR, CLEARSTREAM or Clearing SystemEuroclear and Clearstream.

Definitive Bearer Global Securities. This Section 5(c) shall apply only to definitive bearer global Securities delivered to a Common Depositary for EUROCLEAR, CLEARSTREAM or Clearing System pursuant to Section 1(f)(ii), unless otherwise provided in the Authorization. If the beneficial owners of interests in a definitive bearer global Security are entitled to exchange such interests for definitive bearer Securities or definitive registered Securities of such Series as provided in the Authorization, then without unnecessary delay but in any event not later than the fifteenth calendar day prior to the earliest date on which such interests may be so exchanged the Issuer shall deliver to the Fiscal Agent definitive bearer Securities and/or definitive registered Securities in aggregate principal amount equal to the principal amount of such definitive bearer global Security. On the earliest date (if any) on which such interests may be so exchanged, such definitive bearer global Security shall be surrendered outside the United States and its possessions by the Common Depositary to the Fiscal Agent, as the Issuer’s agent for such purpose, to be exchanged without charge, in whole or from time to time in part, for definitive bearer Securities and/or definitive registered Securities; and the Fiscal Agent shall authenticate and deliver, in exchange for each portion of such definitive bearer global Security, an equal aggregate principal amount of definitive bearer Securities and/or definitive registered Securities of the same Series of authorized denominations as the portion of such definitive bearer global Security to be exchanged, in such combination thereof as shall be specified by the beneficial owner thereof and communicated to the Fiscal Agent through EUROCLEAR, CLEARSTREAM or Clearing System, and, if in registered form, registered in such name as may be specified by the beneficial owner thereof and so communicated to the Fiscal Agent; provided, however, that no such exchange may occur during a period beginning at the opening of business 15 calendar days before any date for the selection of Securities of such Series to be redeemed and ending on the relevant date of redemption; and provided further, that no definitive bearer Security delivered in exchange for a portion of a definitive bearer global Security shall be mailed or otherwise delivered to any location in the United States and its possessionsStates. If a definitive registered Security is issued in exchange for any portion of a definitive bearer global Security after the close of business at the office or agency where such exchange occurs on the record date for any interest payment date and before the opening of business at such office or agency on such interest payment date, interest will not be payable on such interest payment date in respect of such registered Security, but will be payable on such interest payment date only to the person to whom interest in respect of such portion of such definitive bearer global Security is payable. So long as the Common Depositary is the holder of a definitive bearer global Security, such Common Depositary, as the case may be, Depositary will be considered the sole owner or holder of the Securities represented by such definitive bearer global Security for the purposes of receiving payment on the Securities, receiving notices and for all other purposes under this Agreement and the definitive bearer global Security. The Common Depositary may grant proxies and otherwise authorize any person, including EUROCLEAR, CLEARSTREAM, Clearing System and beneficial owners of such global Security, to take any action that a holder is entitled to take under this Agreement or such global Security. Beneficial interests in a definitive bearer global Security will be evidenced only by, and transfers thereof will be affected only through, records maintained by EUROCLEAR, CLEARSTREAM or Clearing System.

Definitive Bearer Global Securities. This Section 5(c) shall apply only to definitive bearer global Securities delivered to a Common Depositary for EUROCLEAR, CLEARSTREAM Euroclear or Clearing System Clearstream pursuant to Section 1(f)(ii1(h), unless otherwise provided in the Authorization. If the beneficial owners of interests in a definitive bearer global Security are entitled to exchange such interests for definitive bearer Securities or definitive registered Securities of such Series Series, as provided in the Authorization, then without unnecessary delay but in any event not later than the fifteenth calendar day prior to the earliest date on which such interests may be so exchanged the Issuer shall deliver to the Fiscal Agent definitive bearer Securities and/or definitive registered Securities executed by the Issuer and in an aggregate principal amount equal to the principal amount of such definitive bearer global Security. On Security on or after the earliest date (if any) on which such interests may be so exchanged, such definitive bearer global Security shall may be surrendered outside the United States and its possessions by the Common Depositary to the Fiscal AgentAgent outside the United States of America, as the Issuer’s agent for such purpose, to be exchanged without chargeexchanged, in whole or from time to time in part, for definitive bearer Securities and/or definitive registered Securities; Securities without charge and the Fiscal Agent shall authenticate and deliver, in exchange for each portion of such definitive bearer global Security, an equal aggregate principal amount of definitive bearer Securities and/or definitive registered Securities of the same Series of authorized denominations and of like tenor as the portion of such definitive bearer global Security to be exchanged, in such combination thereof as shall be specified by the beneficial owner thereof and communicated to the Fiscal Agent through EUROCLEAR, CLEARSTREAM Euroclear or Clearing SystemClearstream, and, if in registered form, registered in such name as may be specified by the beneficial owner thereof and so communicated to the Fiscal Agent; provided, however, that no such exchange may occur during a period beginning at the opening of business 15 calendar days before any date for the selection of Securities of such that Series and like tenor to be redeemed and ending on the relevant date of redemption; and provided provided, further, that no definitive bearer Security delivered in exchange for a portion of a definitive bearer global Security shall be mailed or otherwise delivered to any location in the United States and its possessionsof America. If a definitive registered Security is issued in exchange for any portion of a definitive bearer global Security after the close of business at the office or agency where such exchange occurs on the any record date for any interest payment date and before the opening of business at such office or agency on such the relevant interest payment date, interest will not be payable on such interest payment date in respect of such definitive registered Security, but will be payable on such interest payment date only to the person to whom interest in respect of such portion of such definitive bearer global Security is payable. So long as the Common Depositary is the holder of a definitive bearer global Security, such Common Depositary, as the case may be, will be considered the sole owner or holder of the Securities represented by such definitive bearer global Security for the purposes of receiving payment on the Securities, receiving notices and for all other purposes under this Agreement and the definitive bearer global Security. The Common Depositary may grant proxies and otherwise authorize any person, including EUROCLEAR, CLEARSTREAM, Clearing System and beneficial owners of such global Security, to take any action that a holder is entitled to take under this Agreement or such global Security. Beneficial interests in a definitive bearer global Security will be evidenced only by, and transfers thereof will be affected effected only through, records maintained by EUROCLEAR, CLEARSTREAM or Clearing SystemEuroclear and Clearstream.

Definitive Bearer Global Securities. This Section 5(c) shall apply only to definitive bearer global Securities delivered to a Common Depositary for EUROCLEAR, CLEARSTREAM or Clearing System pursuant to Section 1(f)(ii), unless otherwise provided in the Authorization. If the beneficial owners of interests in a definitive bearer global Security are entitled to exchange such interests for definitive bearer Securities or definitive registered Securities of such Series as provided in the Authorization, then without unnecessary delay but in any event not later than the fifteenth calendar day prior to the earliest date on which such interests may be so exchanged the Issuer shall deliver to the Fiscal Agent definitive bearer Securities and/or definitive registered Securities in aggregate principal amount equal to the principal amount of such definitive bearer global Security. On the earliest date (if any) on which such interests may be so exchanged, such definitive bearer global Security shall be surrendered outside the United States and its possessions by the Common Depositary to the Fiscal Agent, as the Issuer’s agent for such purpose, to be exchanged without charge, in whole or from time to time in part, for definitive bearer Securities and/or definitive registered Securities; and the Fiscal Agent shall authenticate and deliver, in exchange for each portion of such definitive bearer global Security, an equal aggregate principal amount of definitive bearer Securities and/or definitive registered Securities of the same Series of authorized denominations as the portion of such definitive bearer global Security to be exchanged, in such combination thereof as shall be specified by the beneficial owner thereof and communicated to the Fiscal Agent through EUROCLEAR, CLEARSTREAM or Clearing System, and, if in registered form, registered in such name as may be specified by the beneficial owner thereof and so communicated to the Fiscal Agent; provided, however, that no such exchange may occur during a period beginning at the opening of business 15 calendar days before any date for the selection of Securities of such Series to be redeemed and ending on the relevant date of redemption; and provided further, that no definitive bearer Security delivered in exchange for a portion of a definitive bearer global Security shall be mailed or otherwise delivered to any location in the United States and its possessions. If a definitive registered Security is issued in exchange for any portion of a definitive bearer global Security after the close of business at the office or agency where such exchange occurs on the record date for any interest payment date and before the opening of business at such office or agency on such interest payment date, interest will not be payable on such interest payment date in respect of such registered Security, but will be payable on such interest payment date only to the person to whom interest in respect of such portion of such definitive bearer global Security is payable. So long as the Common Depositary is the holder of a definitive bearer global Security, such Common Depositary, as the case may be, Depositary will be considered the sole owner or holder of the Securities represented by such definitive bearer global Security for the purposes of receiving payment on the Securities, receiving notices and for all other purposes under this Agreement and the definitive bearer global Security. The Common Depositary may grant proxies and otherwise authorize any person, including EUROCLEAR, CLEARSTREAM, Clearing System and beneficial owners of such global Security, to take any action that a holder is entitled to take under this Agreement or such global Security. Beneficial interests in a definitive bearer global Security will be evidenced only by, and transfers thereof will be affected only through, records maintained by EUROCLEAR, CLEARSTREAM or Clearing System.

Definitive Bearer Global Securities. This Section 5(c) shall apply only to definitive bearer global Securities delivered to a Common Depositary for EUROCLEAR, CLEARSTREAM EUROCLEAR or Clearing System CEDEL S.A. pursuant to Section 1(f)(ii), unless otherwise provided in the Authorization. If the beneficial owners of interests in a definitive bearer global Security are entitled to exchange such interests for definitive bearer Securities or definitive registered Securities of such Series Series, as provided in the Authorization, then without unnecessary delay but in any event not later than the fifteenth calendar day prior to the earliest date on which such interests may be so exchanged the Issuer shall deliver to the Fiscal Agent definitive bearer Securities and/or definitive registered Securities in aggregate principal amount equal to the principal amount of such definitive bearer global Security. On or after the earliest date (if any) on which such interests may be so exchanged, such definitive bearer global Security shall be surrendered outside the United States and its possessions by the Common Depositary to the Fiscal AgentAgent outside the United States, as the Issuer’s agent for such purpose, to be exchanged without chargeexchanged, in whole or from time to time in part, for definitive bearer Securities and/or definitive registered Securities; Securities without charge and the Fiscal Agent shall authenticate and deliver, in exchange for each portion of such definitive bearer global Security, an equal aggregate principal amount of definitive bearer Securities and/or definitive registered Securities of the same Series of authorized denominations and of like tenor as the portion of such definitive bearer global Security to be exchanged, in such combination thereof as shall be specified by the beneficial owner thereof and communicated to the Fiscal Agent through EUROCLEAR, CLEARSTREAM EUROCLEAR or Clearing SystemCEDEL S.A., and, if in registered form, registered in such name as may be specified by the beneficial owner thereof and so communicated to the Fiscal Agent; provided, however, that no such exchange exchanges may occur during a period beginning at the opening of business 15 calendar days before any date for the selection of Securities of such that Series and like tenor to be redeemed and ending on the relevant date of redemption; and provided provided, further, that no definitive bearer Security delivered in exchange for a portion of a definitive bearer global Security shall be mailed or otherwise delivered to any location in the United States and its possessionsStates. If a definitive registered Security is issued in exchange for any portion of a definitive bearer global Security after the close of business at the office or agency where such exchange occurs on the any record date for any interest payment date and before the opening of business at such office or agency on such the relevant interest payment date, interest will not be payable on such interest payment date in respect of such definitive registered Security, but will be payable on such interest payment date only to the person to whom interest in respect of such portion of such definitive bearer global Security is payable. So long as the Common Depositary is the holder registered owner of a definitive bearer global Security, such Common Depositary, as the case may be, will be considered the sole owner or holder of the Securities represented by such definitive bearer global Security for the purposes of receiving payment on the Securities, receiving notices and for all other purposes under this Agreement and the definitive bearer global Security. The Common Depositary may grant proxies and otherwise authorize any person, including EUROCLEAR, CLEARSTREAM, Clearing System EUROCLEAR and CEDEL S.A. and beneficial owners of such global Securitythe Securities, to take any action that which a holder is entitled to take under this Fiscal Agency Agreement or such global Securitythe Securities. Beneficial interests in a definitive bearer global Security will be evidenced only by, and transfers thereof will be affected effected only through, records maintained by EUROCLEAR, CLEARSTREAM or Clearing System.EUROCLEAR and CEDEL S.A.

Definitive Bearer Global Securities. This Section 5(c) shall apply only to definitive bearer global Securities delivered to a Common Depositary for EUROCLEAR, CLEARSTREAM EUROCLEAR or Clearing System CEDEL pursuant to Section 1(f)(ii), unless otherwise provided in the an Authorization. If the beneficial owners of interests in a definitive bearer global Security are entitled to exchange such interests for definitive bearer Securities or definitive registered Securities of such Series Series, as provided in the Authorization, then without unnecessary delay but in any event not later than the fifteenth calendar day prior to the earliest date on which such interests may be so exchanged the Issuer shall deliver to the Fiscal Agent definitive bearer Securities and/or definitive registered Securities in aggregate principal amount equal to the principal amount of such definitive bearer global Security. On or after the earliest date (if any) on which such interests may be so exchanged, such definitive bearer global Security shall be surrendered outside the United States and its possessions by the Common Depositary to the Fiscal AgentAgent outside the United States, as the Issuer’s agent for such purpose, to be exchanged without chargeexchanged, in whole or from time to time in part, for definitive bearer Securities and/or definitive registered Securities; Securities without charge and the Fiscal Agent shall authenticate and deliver, in exchange for each portion of such definitive bearer global Security, an equal aggregate principal amount of definitive bearer Securities and/or definitive registered Securities of the same Series of authorized denominations and of like tenor as the portion of such definitive bearer global Security to be exchanged, in such combination thereof as shall be specified by the beneficial owner thereof and communicated to the Fiscal Agent through EUROCLEAR, CLEARSTREAM EUROCLEAR or Clearing SystemCEDEL, and, if in registered form, registered in such name as may be specified by the beneficial owner thereof and so communicated to the Fiscal Agent; provided, however, that no such exchange exchanges may occur during a period beginning at the opening of business 15 calendar days before any date for the selection of Securities of such that Series and like tenor to be redeemed and ending on the relevant date of redemption; and provided provided, further, that no definitive bearer Security delivered in exchange for a portion of a definitive bearer global Security shall be mailed or otherwise delivered to any location in the United States and its possessionsStates. If a definitive registered Security is issued in exchange for any portion of a definitive bearer global Security after the close of business at the office or agency where such exchange occurs on the any record date for any interest payment date and before the opening of business at such office or agency on such the relevant interest payment date, interest will not be payable on such interest payment date in respect of such registered Security, but will be payable on such interest payment date only to the person to whom interest in respect of such portion of such definitive bearer global Security is payable. So long as the Common Depositary is the holder registered owner of a definitive bearer global Security, such Common Depositary, as the case may be, will be considered the sole owner or holder of the Securities represented by such definitive bearer global Security for the purposes of receiving payment on the Securities, receiving notices and for all other purposes under this Agreement and the definitive bearer global Security. The Common Depositary may grant proxies and otherwise authorize any person, including EUROCLEAR, CLEARSTREAM, Clearing System EUROCLEAR and CEDEL and beneficial owners of such global Securitythe Securities, to take any action that which a holder is entitled to take under this Fiscal Agency Agreement or such global Securitythe Securities. Beneficial interests in a definitive bearer global Security will be evidenced only by, and transfers thereof will be affected effected only through, records maintained by EUROCLEAR, CLEARSTREAM or Clearing SystemEUROCLEAR and CEDEL.