Common use of Definitive Bonds Clause in Contracts

Definitive Bonds. If (i) (A) the Issuer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under any Letter of Representations and (B) the Issuer is unable to locate a qualified successor Clearing Agency, (ii) the Issuer, at its option, advises the Indenture Trustee in writing that, with respect to any Series, it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default hereunder, Holders holding Bonds aggregating not less than a majority of the aggregate Outstanding Amount of any Series of Bonds maintained as Book-Entry Bonds advise the Indenture Trustee, the Issuer and the Clearing Agency (through the Clearing Agency Participants) in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Holders of such Series, the Issuer shall notify the Clearing Agency, the Indenture Trustee and all such Holders of such Series in writing of the occurrence of any such event and of the availability of Definitive Bonds of such Series to the Holders of such Series requesting the same. Upon surrender to the Indenture Trustee of the Global Bonds of such Series by the Clearing Agency accompanied by registration instructions from such Clearing Agency for registration, the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver, Definitive Bonds of such Series. None of the Issuer, the Securities Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. Upon the issuance of Definitive Bonds of any Series the Indenture Trustee shall recognize the Holders of the Definitive Bonds as Holders hereunder. Definitive Bonds will be transferable and exchangeable at the offices of the Securities Registrar or, with respect to any Bonds on the Luxembourg Stock Exchange, at the offices of the transfer agent appointed pursuant to Section 3.02. With respect to any transfer of such listed Bonds, the new Definitive Bonds registered in the names specified by the transferee and the original transferor shall be available at the offices of such transfer agent.

Definitive Bonds. If The Issuer will issue or cause to be issued Bonds represented by fully registered physical certificates (“Definitive Bonds”) upon registration of transfer of, or in exchange for, Bonds represented by the Global Bonds (i) (A) if DTC notifies the Issuer advises that it is unwilling or unable to continue as depository in connection with the Indenture Trustee in writing Global Bonds or ceases to be a clearing agency registered under the United States Securities Exchange Act of 1934, as amended, at a time when it is required to be so registered and a successor depository is not appointed by the Issuer within 90 days after receiving such notice or becoming aware that the Clearing Agency DTC is no longer willing or able to properly discharge its responsibilities under any Letter of Representations and (B) the Issuer is unable to locate a qualified successor Clearing Agency, so registered; (ii) the Issuer, at in its optionsole discretion, advises instructs the Indenture Trustee Fiscal Agent in writing that, with respect to any Series, it elects to terminate the book-entry system through the Clearing Agency that a Global Security shall be so transferable and exchangeable; or (iii) after upon request by DTC to the occurrence Fiscal Agent, acting on direct or indirect instructions of any beneficial owner of an Event interest in a Global Bonds, after an event of Default hereunder, Holders holding Bonds aggregating not less than a majority of default entitling the aggregate Outstanding Amount of any Series of Bonds maintained as Book-Entry Bonds advise holder to accelerate the Indenture Trustee, the Issuer and the Clearing Agency (through the Clearing Agency Participants) in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Holders of such Series, the Issuer shall notify the Clearing Agency, the Indenture Trustee and all such Holders of such Series in writing of the occurrence of any such event and of the availability of Definitive Bonds of such Series to the Holders of such Series requesting the same. Upon surrender to the Indenture Trustee stated maturity of the Global Bonds has occurred and is continuing, or, if DTC does not promptly make that request, then any beneficial owner of an interest in such Series Global Bond shall be entitled to make such request with respect to such interest. The Issuer shall bear the costs and expenses of printing or preparing any Definitive Bonds. The Fiscal Agent shall have at least 30 days from the date of its receipt of Definitive Bonds and registration information to authenticate and deliver such Definitive Bonds. Such Definitive Bonds shall be registered in such names and in such denominations as DTC, pursuant to instructions from direct or indirect participants, shall direct and shall be delivered as directed by the Clearing Agency accompanied by registration instructions from persons in whose names such Clearing Agency for registrationDefinitive Bonds are to be registered. The Definitive Bonds will be issued (i) only in fully registered form, the Issuer shall execute(ii) without interest coupon, and (iii) in the Indenture Trustee shall authenticate Authorized Denomination and deliver, integral multiples thereof. All Bonds represented by Definitive Bonds of issued upon any such Series. None issuance in exchange for the Bonds represented by the Global Bonds shall be a valid obligation of the Issuer, the Securities Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, entitled to the same benefits under this Agreement as the Global Bonds and shall be fully protected so exchanged without charge to the Fiscal Agent, DTC or the transferee. On or after any such exchange, the Fiscal Agent shall direct all payments in relying on, respect of such instructions. Upon the issuance of Definitive Bonds to the registered holders thereof, including when such exchange occurred after the record dates for any payment and prior to the date of such payment. Such payments will be made at the global trust services office of the Fiscal Agent in New York City or the London Paying Agent in London. Registered holders of any Series the Indenture Trustee shall recognize the Holders of the Definitive Bonds as Holders hereunder. may transfer such Definitive Bonds by presenting and surrendering it at the office of any transfer agent in accordance with the Fiscal Agency Agreement. The Issuer expressly acknowledges that if Definitive Bonds are not promptly issued to the owners of beneficial interests in a Global Bond as described above, then an owner of a beneficial interest will be transferable and exchangeable at entitled to pursue any remedy under the offices of Fiscal Agency Agreement, the Securities Registrar or, Global Bond or applicable law with respect to any Bonds on the Luxembourg Stock Exchange, at the offices portion of the transfer agent appointed pursuant to Section 3.02. With respect to any transfer of such listed Bonds, Global Bond representing that owner’s interest in the new Global Bond as if Definitive Bonds registered in the names specified by the transferee and the original transferor shall be available at the offices of such transfer agenthad been issued.

Definitive Bonds. If Definitive Bonds in substantially the form annexed hereto as Exhibit C (“Definitive Bonds”), rather than Book-Entry Bonds, will be delivered to purchasers of the Bonds which are Institutional Accredited Investors, and, during the Retained Bond Transfer Restriction Period, to the City or, at the written direction of the City, to a Majority-Owned Affiliate of the City in respect of the Retained Bonds. Upon request, the Indenture Trustee will issue Definitive Bonds in exchange for Book-Entry Bonds, but only upon at least 30 days’ prior written notice given to the Indenture Trustee in accordance with the Common Depository’s Applicable Procedures. In all cases, Definitive Bonds delivered in exchange for Book-Entry Bonds will be registered in the names, and issued in any approved denominations, requested by the Common Depository. In the case of Definitive Bonds issued in exchange for a Book-Entry Bond, such Bonds will bear the legend referred to under “Notice to Investors” in the Private Placement Memorandum subject, with respect to such Bonds, to the provisions of such legend and the requirements of this Indenture. The Holder of a Definitive Bond may transfer such Bond, subject to compliance with the provisions of such legend and the requirements of this Indenture, by surrendering it at (i) the office or agency maintained by the Indenture Trustee for such purpose in the Borough of Manhattan, The City of New York or (Aii) the office of any transfer agent appointed by the Indenture Trustee. Upon the transfer, exchange or replacement of Definitive Bonds bearing the legend, or upon specific request for removal of the legend on a Definitive Bond, the Indenture Trustee will deliver only Definitive Bonds that bear such legend, or will refuse to remove such legend, as the case may be, unless there is delivered to the Issuer and the Indenture Trustee such satisfactory evidence, which may include an Opinion of Counsel, as may reasonably be required by the Issuer and the Indenture Trustee, that neither the legend nor the restrictions on transfer set forth therein are required to ensure compliance with the provisions of the Securities Act. Except as provided in the preceding paragraph, Definitive Bonds will be delivered to Bondholders (or their nominees) only if (i) the Issuer advises the Indenture Trustee in writing that the Clearing Agency Common Depository is no longer willing or able to properly discharge its responsibilities under any Letter of Representations with respect to the Book-Entry Bonds and (B) the Issuer is unable to locate a qualified successor Clearing Agencysuccessor, (ii) the Issuer, at Issuer notifies the Common Depository of its option, advises the Indenture Trustee in writing that, with respect to any Series, it elects intent to terminate the book-entry system through the Clearing Agency Common Depository and, upon receipt of notice of such intent from the Common Depository, the Depository Participants holding beneficial interests in the Book-Entry Bonds agree to initiate such termination, or (iii) after the occurrence of an Event of Default hereunderor a Servicer Default, Holders holding Owners of the Book-Entry Bonds representing beneficial interests aggregating not less than at least a majority of the aggregate Outstanding Aggregate Current Principal Amount of any Series of Bonds maintained as Book-Entry such Bonds advise the Indenture Trustee, the Issuer and the Clearing Agency (through the Clearing Agency Participants) Common Depository in writing that the continuation of a book-entry system through the Clearing Agency Common Depository is no longer in the best interests of such Bond Owners, then the Holders of such Series, the Issuer Common Depository shall notify the Clearing Agency, all Bond Owners and the Indenture Trustee and all such Holders of such Series in writing of the occurrence of any such event and of the availability of Definitive Bonds of such Series to the Holders of such Series Bond Owners requesting the same. Upon surrender to the Indenture Trustee of the Global typewritten Bonds of such Series representing the Book-Entry Bonds by the Clearing Agency Common Depository, accompanied by registration instructions from such Clearing Agency for registrationinstructions, the Issuer Trustee shall execute, execute on behalf of the Issuer and the Indenture Trustee Trustee, upon receipt of an Issuer Request, shall authenticate and deliver, the Definitive Bonds in accordance with the instructions of such Seriesthe Common Depository. None of the Issuer, the Securities Bond Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. Upon the issuance of Definitive Bonds of any Series Bonds, the Indenture Trustee shall recognize the Holders of the Definitive Bonds as Holders hereunderBondholders. A Holder of a Definitive Bonds will Bond may at any time transfer its interest in such Definitive Bond in accordance with this Section 2.16. Prior to any such transfer of a Definitive Bond, the Indenture Trustee and the Issuer shall have received (A) an Investor Representation Letter from such Bondholder’s transferee and (B) a Transferor Certificate from such Bondholder (which shall only be transferable a Regulation S Transferor Certificate for transfers to Non-U.S. Persons during the Distribution Compliance Period). Upon receipt of such letter and exchangeable at certificate, and surrender to the offices Indenture Trustee of the Securities Registrar orDefinitive Bond representing the interest to be so transferred, with respect the Indenture Trustee shall cancel such Definitive Bond and the Issuer shall execute and provide to any Bonds the Indenture Trustee, and the Indenture Trustee, upon receipt of an Issuer Request, shall authenticate and deliver, a Definitive Bond to such transferee (and, in the event of a partial transfer, the Issuer Trustee, upon receipt of an Issuer Request, shall execute on the Luxembourg Stock Exchange, at the offices behalf of the transfer agent appointed pursuant Issuer and provide to Section 3.02. With respect to any transfer of such listed Bondsthe Indenture Trustee, the new Definitive Bonds registered in the names specified by the transferee and the original transferor Indenture Trustee shall be available at authenticate and deliver, a Definitive Bond evidencing the offices of such transfer agentremaining balance to the transferring Holder).

Definitive Bonds. If If, but only if, (i) (A) the Clearing Agency notifies the Issuer advises and the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under with respect to Book-Entry Bonds of any Letter of Representations Class and (B) a qualifying successor depositary is not appointed by the Issuer is unable to locate a qualified successor Clearing Agencywithin 90 days thereof, (ii) the Issuer, at its option, advises Indenture Trustee has instituted or caused to be instituted or has been directed to institute any judicial proceeding in a court to enforce the rights of the Bondholders under this Indenture and under such Book-Entry Bonds and the Indenture Trustee has been advised by counsel that in writing that, connection with respect such proceeding it is necessary or advisable for the Indenture Trustee to any Series, it elects to terminate obtain possession of the book-entry system through the Clearing Agency related Global Bond or (iii) after the occurrence of an Event of Default hereunderunder this Indenture, Holders holding Bonds aggregating beneficial owners representing not less than a majority 51% of the aggregate Outstanding Amount then outstanding Bond Class Balance of any Series of Bonds maintained as such Book-Entry Bonds advise the Indenture Trustee, Clearing Agency through the Issuer Clearing Agency Participants in writing (and the Clearing Agency (through so notifies the Clearing Agency Participants) in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Holders of such Series, the Issuer shall notify the Clearing AgencyIssuer, the Indenture Trustee and the Servicer in writing) that the continuation in global form of the Book-Entry Bonds being evidenced by such Global Bond is no longer in their best interests, then the Indenture Trustee shall use all such Holders reasonable efforts to notify all Bond Owners of such Series in writing Class of Bonds of the occurrence of any such event and of the availability of Definitive Bonds of such Series to the Holders of such Series Bond Owners requesting the same; provided, that under no circumstances will Definitive Bonds be issued to Bond Owners of the Regulation S Temporary Global Bond. Upon surrender to the Indenture Trustee of the Global Bonds of such Series by the Clearing Agency accompanied by registration instructions from such Clearing Agency for registration, the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver, Definitive Bonds of such Series. None of the Issuer, the Securities Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. Upon the issuance of Definitive Bonds of any Series the Indenture Trustee shall recognize the Holders of the Definitive Bonds as Holders hereunder. Definitive Bonds will be transferable and exchangeable at the offices of the Securities Registrar or, with respect to any Bonds on the Luxembourg Stock Exchange, at the offices of the transfer agent appointed pursuant to Section 3.02. With respect to any transfer of such listed Bonds, the new Definitive Bonds registered in the names specified by the transferee and the original transferor shall be available at the offices of such transfer agent.of

Definitive Bonds. If The Issuer will issue or cause to be issued Bonds represented by fully registered physical certificates (“Definitive Bonds”) upon registration of transfer of, or in exchange for, Bonds represented by the Global Bonds (i) (A) if DTC notifies the Issuer advises that it is unwilling or unable to continue as depository in connection with the Indenture Trustee in writing Global Bonds or ceases to be a clearing agency registered under the United States Securities Exchange Act of 1934, as amended, at a time when it is required to be so registered and a successor depository is not appointed by the Issuer within 90 days after receiving such notice or becoming aware that the Clearing Agency DTC is no longer willing or able to properly discharge its responsibilities under any Letter of Representations and (B) the Issuer is unable to locate a qualified successor Clearing Agency, so registered; (ii) the Issuer, at in its optionsole discretion, advises instructs the Indenture Trustee Fiscal Agent in writing that, with respect to any Series, it elects to terminate the book-entry system through the Clearing Agency that a Global Security shall be so transferable and exchangeable; or (iii) after upon request by DTC to the occurrence Fiscal Agent, acting on direct or indirect instructions of any beneficial owner of an Event interest in a Global Bonds, after an event of Default hereunder, Holders holding Bonds aggregating not less than a majority of default entitling the aggregate Outstanding Amount of any Series of Bonds maintained as Book-Entry Bonds advise holder to accelerate the Indenture Trustee, the Issuer and the Clearing Agency (through the Clearing Agency Participants) in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Holders of such Series, the Issuer shall notify the Clearing Agency, the Indenture Trustee and all such Holders of such Series in writing of the occurrence of any such event and of the availability of Definitive Bonds of such Series to the Holders of such Series requesting the same. Upon surrender to the Indenture Trustee stated maturity of the Global Bonds has occurred and is continuing, or, if DTC does not promptly make that request, then any beneficial owner of an interest in such Series Global Bond shall be entitled to make such request with respect to such interest. The Issuer shall bear the costs and expenses of printing or preparing any Definitive Bonds. The Fiscal Agent shall have at least 30 days from the date of its receipt of Definitive Bonds and registration information to authenticate and deliver such Definitive Bonds. Such Definitive Bonds shall be registered in such names and in such denominations as DTC, pursuant to instructions from direct or indirect participants, shall direct and shall be delivered as directed by the Clearing Agency accompanied by registration instructions from persons in whose names such Clearing Agency for registrationDefinitive Bonds are to be registered. The Definitive Bonds will be issued (i) only in fully registered form, the Issuer shall execute(ii) without interest coupon, and (iii) in the Indenture Trustee shall authenticate Authorized Denomination and deliver, integral multiples thereof. All Bonds represented by Definitive Bonds of issued upon any such Series. None issuance in exchange for the Bonds represented by the Global Bonds shall be a valid obligation of the Issuer, the Securities Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, entitled to the same benefits under this Agreement as the Global Bonds and shall be fully protected so exchanged without charge to the Fiscal Agent, DTC or the transferee. On or after any such exchange, the Fiscal Agent shall direct all payments in relying on, respect of such instructions. Upon the issuance of Definitive Bonds to the registered holders thereof, including when such exchange occurred after the record dates for any payment and prior to the date of such payment. Such payments will be made at the global trust services office of the Fiscal Agent in New York City or the London Paying Agent in London. Registered holders of any Series the Indenture Trustee shall recognize the Holders of the Definitive Bonds as Holders hereunder. may transfer such Definitive Bonds by presenting and surrendering it at the office of any transfer agent in accordance with the Fiscal Agency Agreement. The Issuer expressly acknowledges that if Definitive Bonds are not promptly issued to the owners of beneficial interests in a Global Bond as described above, then an owner of a beneficial interest will be transferable and exchangeable at entitled to pursue any remedy under the offices of Fiscal Agency Agreement, the Securities Registrar or, Global Bond or applicable law with respect to the portion of the Global Bond representing that owner’s interest in the Global Bond as if Definitive Bonds had been issued. NEGATIVE PLEDGE So long as any Bonds on Bond remains Outstanding (as defined in “Modifications and Amendments” below) the Luxembourg Stock ExchangeIssuer will not create, incur, assume or permit to subsist any Security (as defined below) other than a Permitted Security (as defined below) upon the whole or any part of its present or future assets, undertakings or revenues to secure (i) any of its External Indebtedness; (ii) any Guarantees in respect of External Indebtedness; or (iii) the External Indebtedness of any other person; without at the offices of same time or prior thereto securing the transfer agent appointed pursuant to Section 3.02. With respect to any transfer of Bonds equally and ratably therewith or providing such listed Bonds, the new Definitive Bonds registered in the names specified other arrangement (whether or not comprising Security) as shall be approved by the transferee and the original transferor shall be available at the offices of such transfer agentBondholders.

Definitive Bonds. If (i) (A) the Issuer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under any Letter of Representations and (B) the Issuer is unable to locate a qualified successor Clearing Agency, (ii) the Issuer, at its option, advises the Indenture Trustee in writing that, with respect to any Series, it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default hereunder, Holders holding Bonds aggregating not less than a majority of the aggregate Outstanding Amount of any Series of Bonds maintained as Book-Entry Bonds advise the Indenture Trustee, the Issuer and the Clearing Agency (through the Clearing Agency Participants) in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Holders of such Series, the Issuer shall notify the Clearing Agency, the Indenture Trustee and all such Holders of such Series in writing of the occurrence of any such event and of the availability of Definitive Bonds of such Series to the Holders of such Series requesting the same. Upon surrender to the Indenture Trustee of the Global Bonds of such Series by the Clearing Agency accompanied by registration instructions from such Clearing Agency for registration, the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver, Definitive Bonds of such Series. None of the Issuer, the Securities Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. Upon the issuance of Definitive Bonds of any Series, all references herein to obligations with respect to such Series imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Indenture Trustee, to the extent applicable with respect to such Definitive Bonds and the Indenture Trustee shall recognize the Holders of the Definitive Bonds as Holders hereunder. Definitive Bonds will be transferable and exchangeable at the offices of the Securities Registrar or, with respect to any Bonds on the Luxembourg Stock Exchange, at the offices of the transfer agent appointed pursuant to Section 3.02. With respect to any transfer of such listed Bonds, the new Definitive Bonds registered in the names specified by the transferee and the original transferor shall be available at the offices of such transfer agent.

Definitive Bonds. If (i) (A) the Clearing Agency or the Issuer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under as nominee and depository with respect to any Letter Book-Entry Tranche of Representations the Bonds and (B) the Issuer is unable to locate a qualified successor Clearing Agencysuccessor, (ii) the Issuer, at its option, Issuer advises the Indenture Trustee in writing that, that it elects to discontinue use of the book-entry-only transfers through the Clearing Agency with respect to any Series, it elects Tranche of the Bonds and to terminate the book-entry system through deliver certificated Bonds to the Clearing Agency or (iii) after the occurrence of an Event of Default hereunderDefault, Holders holding Bonds Bond Owners representing beneficial interests aggregating not less than at least a majority of the aggregate Outstanding Amount of any Series of the Bonds maintained as Book-Entry Bonds advise the Indenture TrusteeIssuer and, the Issuer and the Clearing Agency (through the Clearing Agency Participants) Agency, the Trustee in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Holders of such SeriesBond Owners, then the Trustee shall notify all affected Bond Owners and the Issuer shall notify the Clearing Agency, the Indenture Trustee and all such Holders of such Series in writing of the occurrence of any such event and of the availability of Definitive Bonds of such Series to the Holders of such Series affected Bond Owners requesting the same. Upon surrender to the Indenture Trustee of the Global Bonds of such Series by the Clearing Agency to the Trustee of the typewritten Bond or Bonds representing the Book-Entry Bonds, accompanied by registration instructions from such Clearing Agency for registrationinstructions, a Manager on behalf of the Issuer shall execute, execute and the Indenture Trustee shall authenticate and deliver, the Definitive Bonds in accordance with the instructions of such Seriesthe Clearing Agency. None of the Issuer, the Securities Bond Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. Upon the issuance of Definitive Bonds of any Series Bonds, the Indenture Trustee shall recognize the Holders of the Definitive Bonds as Holders hereunderBondholders. Definitive Bonds will be transferable and exchangeable at the offices of the Securities Bond Registrar or, with respect to any Bonds listed on the Luxembourg Stock Exchange, at the offices of the transfer agent appointed pursuant to the second paragraph of Section 3.02. With respect to any transfer of such listed Bonds, the new Definitive Bonds registered in the names specified by the transferee and the original transferor shall be available at the offices of such transfer agent.

Definitive Bonds. If If: (i1) (A) the i)the Issuer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under any Letter as Clearing Agency for the Bonds of Representations a given Class and (Bii) the Issuer is unable to locate locate, or reach an agreement on satisfactory terms with, a qualified successor Clearing Agency, successor, (ii2) the Issuer, at its option, advises the Indenture Trustee in writing that, with respect to any Series, that it elects to terminate the book-entry system through the Clearing Agency or for a given Class, or (iii3) after the occurrence of a default by the Master Servicer or the Special Servicer under the Servicing Agreement for a Series and the expiration of any applicable cure or grace period, or an Indenture Event of Default hereunderwith respect to the Bonds of such Series, Holders holding of book-entry Bonds aggregating of any Class of such Series representing not less than a majority 50 percent of the aggregate Outstanding initial Principal Amount of any Series of Bonds maintained as Book-Entry Bonds the Class advise the Indenture Trustee, the Issuer Trustee and the applicable Clearing Agency (through the Clearing Agency Participants) in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Holders of book-entry Bonds of that Class of such Series, the Issuer shall notify the Clearing Agency, then the Indenture Trustee and shall notify all such Holders of book-entry Bonds of that Class of such Series in writing of the occurrence of any such the event and of the availability of Definitive Bonds to holders of such Series to the Holders book-entry Bonds of such Series that Class requesting the same. Upon surrender to the Indenture Trustee of the Global book-entry Bonds of such Series by that Class (unless the Indenture Trustee is already holding them on behalf of the Clearing Agency Agency), accompanied by registration instructions from such the Clearing Agency for registrationAgency, the Issuer shall execute, execute and the Indenture Trustee shall authenticate and deliver, Definitive Bonds of such Seriesthat Class and shall recognize the registered holders of those Definitive Bonds as Bondholders under this Indenture. None of Neither the Issuer, the Securities Registrar or Issuer nor the Indenture Trustee shall be liable for any delay in delivery of such instructions instructions, and the Issuer and the Indenture Trustee may conclusively rely on, and shall be fully protected in relying on, such instructions. Upon the issuance of Definitive Bonds Bonds, all references in this Indenture to obligations of any Series the Clearing Agency shall be obligations of the Indenture Trustee, to the extent applicable to the Definitive Bonds, and the Indenture Trustee shall recognize the Holders registered holders of the Definitive Bonds as Holders hereunderBondholders. Definitive Bonds will be transferable and exchangeable at the offices of the Securities Registrar or, with respect to any Bonds on the Luxembourg Stock Exchange, at the offices of the transfer agent appointed pursuant to Section 3.02. With respect to any transfer of such listed Bonds, the new Definitive Bonds registered in the names specified by the transferee Transfer Agent and the original transferor shall be available at the offices of such transfer agentRegistrar.