Common use of Definitive Registered Global Securities Clause in Contracts

Definitive Registered Global Securities. This Section 5(b) shall apply only to definitive registered global Securities deposited with a U.S. Depositary pursuant to Section 1(f)(i), unless otherwise provided in the Authorization. A definitive registered global Security shall be exchangeable for definitive registered Securities of the same Series and tenor (x) if the U.S. Depositary with respect to such definitive registered global Security notifies the Issuer that it is unwilling or unable to continue as U.S. Depositary of such global Security or if at any time such U.S. Depositary ceases to be a clearing agency registered under the U.S. Securities Exchange Act of 1934, as amended, and notifies the Issuer thereof and, in either case, the Issuer is unable to appoint a successor U.S. Depositary within five business days of its receipt of such notice, (y) if the Issuer delivers to the Fiscal Agent a written notice executed by an Authorized Officer that such definitive registered global Security shall be exchangeable or (z) if an event of default entitling the holders of such definitive registered global Security to accelerate the maturity thereof has occurred and is continuing with respect to such definitive registered global Security. Unless and until it is exchanged in whole or in part for the individual Securities represented thereby, no definitive registered global Security shall be transferred except as a whole by the U.S. Depositary to a nominee of the U.S. Depositary or by a nominee of the U.S. Depositary to the U.S. Depositary or another nominee of the U.S. Depositary or by the U.S. Depositary or any such nominee to a successor U.S. Depositary or a nominee of such successor U.S. Depositary. If the beneficial owners of interests in a definitive registered global Security are entitled to exchange such interests for definitive registered Securities of such Series in another form pursuant to the second preceding paragraph, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged the Issuer shall deliver to the Fiscal Agent definitive registered Securities in aggregate principal or face amount equal to the principal or face amount of such definitive registered global Security. On the earliest date on which such interests may be so exchanged, such definitive registered global Security shall be surrendered by the U.S. 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 registered Securities; and the Fiscal Agent shall authenticate and deliver, in exchange for each portion of such definitive registered global Security, an equal aggregate principal amount of definitive registered Securities of the same Series of authorized denominations as the portion of such definitive registered global Security to be exchanged; provided, however, that no such exchange may occur during a period beginning at the opening of business ten business days before any date for the selection of Securities of such Series to be redeemed and ending on the relevant date of redemption. Any definitive registered global Security that is exchangeable pursuant to this Section 5(b) shall be exchangeable for definitive registered Securities issuable in the denominations specified in the Authorization and registered in such names as the U.S. Depositary that is the holder of such definitive registered global Security shall direct. If a definitive registered Security is issued in exchange for any portion of a definitive registered 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 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 registered global Security is payable.

Definitive Registered Global Securities. This Section 5(b) shall apply only to definitive registered global Securities deposited with a U.S. Depositary pursuant to Section 1(f)(i), unless otherwise provided in the Authorization. A definitive registered global Security shall be exchangeable for definitive registered Securities of the same Series and tenor (x) if the U.S. Depositary with respect to such definitive registered global Security notifies the Issuer that it is unwilling or unable to continue as U.S. Depositary of such global Security or if at any time such U.S. Depositary ceases to be a clearing agency registered under the U.S. Securities Exchange Act of 1934, as amended, 1934 and notifies the Issuer thereof and, in either case, the Issuer is unable to appoint a successor U.S. Depositary within five business days of its receipt of such notice, (y) if the Issuer delivers to the Fiscal Agent a written notice executed by an Authorized Officer that such definitive registered global Security shall be exchangeable or (z) if an event of default entitling the holders of such definitive registered global Security to accelerate the maturity thereof has occurred and is continuing with respect to such definitive registered global Security. Unless and until it is exchanged in whole or in part for the individual Securities represented thereby, no definitive registered global Security shall be transferred except as a whole by the U.S. Depositary to a nominee of the U.S. Depositary or by a nominee of the U.S. Depositary to the U.S. Depositary or another nominee of the U.S. Depositary or by the U.S. Depositary or any such nominee to a successor U.S. Depositary or a nominee of such successor U.S. Depositary. If the beneficial owners of interests in a definitive registered global Security are entitled to exchange such interests for definitive registered Securities of such Series in another form pursuant to the second preceding paragraph, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged the Issuer shall deliver to the Fiscal Agent definitive registered Securities in aggregate principal or face amount equal to the principal or face amount of such definitive registered global Security. On the earliest date on which such interests may be so exchanged, such definitive registered global Security shall be surrendered by the U.S. 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 registered Securities; and the Fiscal Agent shall authenticate and deliver, in exchange for each portion of such definitive registered global Security, an equal aggregate principal amount of definitive registered Securities of the same Series of authorized denominations as the portion of such definitive registered global Security to be exchanged; provided, however, that no such exchange may occur during a period beginning at the opening of business ten 10 business days before any date for the selection of Securities of such Series to be redeemed and ending on the relevant date of redemption. Any definitive registered global Security that is exchangeable pursuant to this Section 5(b) shall be exchangeable for definitive registered Securities issuable in the denominations specified in the Authorization and registered in such names as the U.S. Depositary that is the holder of such definitive registered global Security shall direct. If a definitive registered Security is issued in exchange for any portion of a definitive registered 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 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 registered global Security is payable. The U.S. 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 that a holder is entitled to take under this Agreement or the Securities.

Definitive Registered Global Securities. This Section 5(b) shall apply only to definitive registered global Securities deposited with a U.S. Depositary pursuant to Section 1(f)(i), unless otherwise provided in the Authorization. A definitive registered global Security shall be exchangeable for definitive registered Securities of the same Series and tenor (x) if the U.S. Depositary with respect to such definitive registered global Security notifies the Issuer that it is unwilling or unable to continue as U.S. Depositary of such global Security or if at any time such U.S. Depositary ceases to be a clearing agency registered under the U.S. Securities Exchange Act of 1934, as amended, 1934 and notifies the Issuer thereof and, in either case, the Issuer is unable to appoint a successor U.S. Depositary within five 5 business days of its receipt of such notice, notice or (y) if the Issuer delivers to the Fiscal Agent a written notice executed by an Authorized Officer that such definitive registered global Security shall be exchangeable or (z) if an event of default entitling the holders of such definitive registered global Security to accelerate the maturity thereof has occurred and is continuing with respect to such definitive registered global Securityexchangeable. Unless and until it is exchanged in whole or in part for the individual Securities represented thereby, no definitive registered global Security shall be transferred except as a whole by the U.S. Depositary to a nominee of the U.S. Depositary or by a nominee of the U.S. Depositary to the U.S. Depositary or another nominee of the U.S. Depositary or by the U.S. Depositary or any such nominee to a successor U.S. Depositary or a nominee of such successor U.S. Depositary. If the beneficial owners of interests in a definitive registered global Security are entitled to exchange such interests for definitive registered Securities of such Series in another form pursuant to the second preceding paragraph, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged the Issuer shall deliver to the Fiscal Agent definitive registered Securities in aggregate principal or face amount equal to the principal or face amount of such definitive registered global Security. On the earliest date on which such interests may be so exchanged, such definitive registered global Security shall be surrendered by the U.S. 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 registered Securities; and the Fiscal Agent shall authenticate and deliver, in exchange for each portion of such definitive registered global Security, an equal aggregate principal amount of definitive registered Securities of the same Series of authorized denominations as the portion of such definitive registered global Security to be exchanged; provided, however, that no such exchange may occur during a period beginning at the opening of business ten 10 business days before any date for the selection of Securities of such Series to be redeemed and ending on the relevant date of redemption. Any definitive registered global Security that is exchangeable pursuant to this Section 5(b) shall be exchangeable for definitive registered Securities issuable in the denominations specified in the Authorization and registered in such names as the U.S. Depositary that is the holder of such definitive registered global Security shall direct. If a definitive registered Security is issued in exchange for any portion of a definitive registered 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 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 registered global Security is payable. The U.S. 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 that a holder is entitled to take under this Agreement or the Securities.

Definitive Registered Global Securities. This Section 5(b) shall apply only to definitive registered global Securities deposited with a U.S. Depositary pursuant to Section 1(f)(i), unless otherwise provided in the Authorization. A definitive registered global Security shall be exchangeable for definitive registered Securities of the same Series and tenor (x) if the U.S. Depositary with respect to such definitive registered global Security notifies the Issuer that it is unwilling or unable to continue con­tinue as U.S. Depositary of such global Security or if at any time such U.S. Depositary ceases to be a clearing agency registered under the U.S. Securities Exchange Act of 1934, as amended, 1934 and notifies the Issuer thereof and, in either case, the Issuer is unable to appoint a successor U.S. Depositary within five 5 business days of its receipt of such notice, (y) if the Issuer delivers to the Fiscal Agent a written notice executed by an Authorized Officer that such definitive registered global Security shall be exchangeable or (z) if an event of default entitling the holders of such definitive registered global Security to accelerate the maturity thereof has occurred and is continuing with respect to such definitive registered global Security. Unless and until it is exchanged in whole or in part for the individual Securities represented thereby, no definitive registered global Security shall be transferred except as a whole by the U.S. Depositary to a nominee of the U.S. Depositary or by a nominee of the U.S. Depositary to the U.S. Depositary or another nominee of the U.S. Depositary or by the U.S. Depositary or any such nominee to a successor U.S. Depositary or a nominee of such successor U.S. Depositary. If the beneficial owners of interests in a definitive defini­tive registered global Security are entitled to exchange such interests for definitive registered Securities of such Series in another form pursuant to the second preceding paragraph, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged the Issuer shall deliver to the Fiscal Agent definitive registered Securities in aggregate principal or face amount equal to the principal or face amount of such definitive registered global Security. On the earliest date on which such interests may be so exchanged, such definitive registered global Security shall be surrendered by the U.S. 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 registered Securities; and the Fiscal Agent shall authenticate and deliver, in exchange for each portion of such definitive registered global Security, an equal aggregate principal amount of definitive registered Securities of the same Series of authorized denominations as the portion of such definitive registered global Security to be exchanged; provided, however, that no such exchange may occur during a period beginning at the opening of business ten 10 business days before any date for the selection of Securities of such Series to be redeemed and ending on the relevant date of redemption. Any definitive registered global Security that is exchangeable pursuant to this Section 5(b) shall be exchangeable for definitive registered Securities issuable in the denominations specified in the Authorization and registered in such names as the U.S. Depositary that is the holder of such definitive registered global Security shall direct. If a definitive registered Security is issued in exchange for any portion of a definitive registered 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 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 registered global Security is payable. The U.S. 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 that a holder is entitled to take under this Agreement or the Securities.

Definitive Registered Global Securities. This Section 5(b) shall apply only to definitive registered global Securities deposited with a U.S. Depositary pursuant to Section 1(f)(i), unless otherwise provided in the Authorization. A definitive registered global Security shall be exchangeable for definitive registered Securities of the same Series and tenor (x) if the U.S. Depositary with respect to such definitive registered global Security notifies the Issuer that it is unwilling or unable to continue as U.S. Depositary of such global Security or if at any time such U.S. Depositary ceases to be a clearing agency registered under the U.S. Securities Exchange Act of 1934, as amended, 1934 and notifies the Issuer thereof and, in either case, the Issuer is unable to appoint a successor U.S. Depositary within five 5 business days of its receipt of such notice, (y) if the Issuer delivers to the Fiscal Agent a written notice executed by an Authorized Officer that such definitive registered global Security shall be exchangeable or (z) if an event of default entitling the holders of such definitive registered global Security to accelerate the maturity thereof has occurred and is continuing with respect to such definitive registered global Security. Unless and until it is exchanged in whole or in part for the individual Securities represented thereby, no definitive registered global Security shall be transferred except as a whole by the U.S. Depositary to a nominee of the U.S. Depositary or by a nominee of the U.S. Depositary to the U.S. Depositary or another nominee of the U.S. Depositary or by the U.S. Depositary or any such nominee to a successor U.S. Depositary or a nominee of such successor U.S. Depositary. If the beneficial owners of interests in a definitive registered global Security are entitled to exchange such interests for definitive registered Securities of such Series in another form pursuant to the second preceding paragraph, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged the Issuer shall deliver to the Fiscal Agent definitive registered Securities in aggregate principal or face amount equal to the principal or face amount of such definitive registered global Security. On the earliest date on which such interests may be so exchanged, such definitive registered global Security shall be surrendered by the U.S. 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 registered Securities; and the Fiscal Agent shall authenticate and deliver, in exchange for each portion of such definitive registered global Security, an equal aggregate principal amount of definitive registered Securities of the same Series of authorized denominations as the portion of such definitive registered global Security to be exchanged; provided, however, that no such exchange may occur during a period beginning at the opening of business ten 10 business days before any date for the selection of Securities of such Series to be redeemed and ending on the relevant date of redemption. Any definitive registered global Security that is exchangeable pursuant to this Section 5(b) shall be exchangeable for definitive registered Securities issuable in the denominations specified in the Authorization and registered in such names as the U.S. Depositary that is the holder of such definitive registered global Security shall direct. If a definitive registered Security is issued in exchange for any portion of a definitive registered 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 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 registered global Security is payable. The U.S. 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 that a holder is entitled to take under this Agreement or the Securities.

Definitive Registered Global Securities. This Section 5(b) shall apply only to definitive registered global Securities deposited with a U.S. Depositary pursuant to Section 1(f)(i), unless otherwise provided in the Authorization. A definitive registered global Security shall be exchangeable for definitive registered Securities of the same Series and tenor (x) if the U.S. Depositary with respect to such definitive registered global Security notifies the Issuer that it is unwilling or unable to continue as U.S. Depositary of such global Security or if at any time such U.S. Depositary ceases to be a clearing agency registered under the U.S. Securities Exchange Act of 1934, as amended, 1934 and notifies the Issuer thereof and, in either case, the Issuer is unable to appoint a successor U.S. Depositary within five 5 business days of its receipt of such notice, (y) if the Issuer delivers to the Fiscal Agent a written notice executed by an Authorized Officer that such definitive registered global Security shall be exchangeable or (z) if an event of default entitling the holders of such definitive registered global Security to accelerate the maturity thereof has occurred and is continuing with respect to such definitive registered global Security. Unless and until it is exchanged in whole or in part for the individual Securities represented thereby, no definitive registered global Security shall be transferred except as a whole by the U.S. Depositary to a nominee of the U.S. Depositary or by a nominee of the U.S. Depositary to the U.S. Depositary or another nominee of the U.S. Depositary or by the U.S. Depositary or any such nominee to a successor U.S. Depositary or a nominee of such successor U.S. Depositary. If the beneficial owners of interests in a definitive registered global Security are entitled to exchange such interests for definitive registered Securities of such Series in another form pursuant to the second preceding paragraph, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged the Issuer shall deliver to the Fiscal Agent definitive registered Securities in aggregate principal or face amount equal to the principal or face amount of such definitive registered global Security. On the earliest date on which such interests may be so exchanged, such definitive registered global Security shall be surrendered by the U.S. 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 registered Securities; and the Fiscal Agent shall authenticate and deliver, in exchange for each portion of such definitive registered global Security, an equal aggregate principal amount of definitive registered Securities of the same Series of authorized denominations as the portion of such definitive registered global Security to be exchanged; provided, however, that no such exchange may occur during a period beginning at the opening of business ten 10 business days before any date for the selection of Securities of such Series to be redeemed and ending on the relevant date of redemption. Any definitive registered global Security that is exchangeable pursuant to this Section 5(b) shall be exchangeable for definitive registered Securities issuable in the denominations specified in the Authorization and registered in such names as the U.S. Depositary that is the holder of such definitive registered global Security shall direct. If a definitive registered Security is issued in exchange for any portion of a definitive registered 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 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 registered global Security is payable.