Common use of Definitive Book-Entry Debt Securities Clause in Contracts

Definitive Book-Entry Debt Securities. This Section 5.2 shall apply only to definitive book-entry Debt Securities deposited with a Depositary pursuant to Section 1.5, unless otherwise provided in the Authorization. (a) A definitive book-entry Debt Security shall be exchangeable for definitive Debt Securities of such Series if (i) the Depositary with respect to such definitive book-entry Debt Security notifies Jamaica that it is unwilling or unable to continue as Depositary for all book-entry Debt Securities or if at any time such Depositary ceases to be a clearing agency registered under the Debt Securities Exchange Act of 1934 at a time when it is required to be and a successor depository so registered is not appointed by Jamaica within 90 days of receiving such notice, or becoming aware that the Depository is no longer so registered, (ii) Jamaica delivers to the Fiscal Agent a written notice executed by Authorized Officials that all definitive book-entry Debt Securities shall be exchangeable or (iii) an Event of Default (as defined in Exhibit A hereto) has occurred and is continuing with respect to the Debt Securities. Any Debt Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for certificated Debt Securities and registered in such names as the Depositary holding such Debt Security shall direct. (b) Unless the definitive book-entry Debt Security is presented by an authorized representative of the Depositary to Jamaica or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of a nominee of the Depositary and any payment is made to such nominee, any transfer, pledge or other use of the definitive book-entry Debt Security for value or otherwise shall be wrongful since the registered owner of the definitive book-entry Debt Security, the nominee of the Depositary, has an interest in the definitive book-entry Debt Security. (c) If the beneficial owners of interests in a definitive book-entry Debt Security are entitled to exchange interests for definitive Debt Securities of such Series in certificated form, as provided in Section 5.2(a) above, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged Jamaica shall deliver to the Fiscal Agent definitive Debt Securities in certificated form in aggregate principal or face amount equal to the principal or face amount of such definitive book-entry Debt Security executed by Jamaica. On or after the earliest date on which such interests may be so exchanged, such definitive book-entry Debt Security shall be surrendered by the Depositary to the Fiscal Agent, as Jamaica’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Debt Securities in certificated form without charge and the Fiscal Agent shall authenticate and deliver, in exchange for each portion of such definitive book-entry Debt Security, an equal aggregate principal amount of definitive Debt Securities in certificated form of the same Series of authorized denominations and of like tenor as the portion of such definitive book-entry Debt Security to be exchanged; provided, however, that no such exchanges may occur during a period beginning at this opening of business 15 days before any selection of Debt Securities of such Series and like tenor to be redeemed and ending on the relevant date of redemption. Any definitive book-entry Debt Security that is exchangeable pursuant to this Section 5.2 shall be exchangeable for definitive Debt Securities in certificated form issuable in the denominations specified in the Authorization and registered in such names as the Depositary that is the holder of such definitive book-entry Debt Security shall direct. If a definitive Debt Security in certificated form is issued in exchange for any portion of a definitive book-entry Debt Security after the close of business at the office or agency where such exchange occurs on any record date and before the opening of business at such offices or agency on the relevant interest payment date, interest will not be payable on such interest payment date in respect of such portion of such definitive book-entry Debt Security is payable. (d) The Depositary may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a holder is entitled to take under this Fiscal Agency Agreement or the Debt Securities.