Common use of Offshore Book-Entry Provisions Clause in Contracts

Offshore Book-Entry Provisions. This Section 1(f)(ii) shall apply only to definitive bearer global Securities and definitive registered global Securities of a Series delivered to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System, except as otherwise may be provided in the Authorization. The provisions of the “Operating Procedures of the EUROCLEAR System” and the “Terms and Conditions Governing Use of EUROCLEAR”, the “Management Regulations” and “Instructions to Participants” of CLEARSTREAM, and such other procedures and conditions applicable to any Clearing System, respectively, shall be applicable to definitive bearer global Securities and definitive registered global Securities of a Series delivered to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System. Account holders or participants in EUROCLEAR, CLEARSTREAM or Clearing System shall have no rights under this Agreement with respect to any such definitive bearer global Securities or definitive registered global Securities delivered to the Common Depositary or, in the case of registered Securities, registered in the name of the nominee of the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System, and the Common Depositary or such nominee may be treated by the Issuer, the Fiscal Agent and any agent of the Issuer or the Fiscal Agent as the owner of any such definitive bearer global Securities or definitive registered global Securities for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Fiscal Agent or any agent of the Issuer or the Fiscal Agent from giving effect to any written certificate, proxy or other authorization furnished by the Common Depositary or impair, as between the Common Depositary and its account holders or participants, the operation of customary practices governing the exercise of the rights of a holder of any Security.

Offshore Book-Entry Provisions. This Section 1(f)(ii) shall apply only to definitive bearer global Securities and definitive registered global Securities of a Series delivered to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System, except as otherwise may be provided in the Authorization. The provisions of the “"Operating Procedures of the EUROCLEAR System” " and the “"Terms and Conditions Governing Use of EUROCLEAR”", the “"Management Regulations” " and “"Instructions to Participants” " of CLEARSTREAM, and such other procedures and conditions applicable to any Clearing System, respectively, shall be applicable to definitive bearer global Securities and definitive registered global Securities of a Series delivered to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System. Account holders or participants in EUROCLEAR, CLEARSTREAM or Clearing System shall have no rights under this Agreement with respect to any such definitive bearer global Securities or definitive registered global Securities delivered to the Common Depositary or, in the case of registered Securities, registered in the name of the nominee of the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System, and the Common Depositary or such nominee may be treated by the Issuer, the Fiscal Agent and any agent of the Issuer or the Fiscal Agent as the owner of any such definitive bearer global Securities or definitive registered global Securities for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Fiscal Agent or any agent of the Issuer or the Fiscal Agent from giving effect to any written certificate, proxy or other authorization furnished by the Common Depositary or impair, as between the Common Depositary and its account holders or participants, the operation of customary practices governing the exercise of the rights of a holder of any Security.

Offshore Book-Entry Provisions. This Section 1(f)(ii) shall apply only to definitive bearer global Securities and definitive registered global Securities of a Series delivered to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing SystemEuroclear and Clearstream, except as may otherwise may be provided in the Authorization. If the Issuer shall establish in the Authorization that the Securities of a Series are to be issued in whole or in part in the form of one or more definitive global Securities deposited with or on behalf of a Common Depositary, then the Issuer shall execute and the Fiscal Agent shall, in accordance with this Section 1(f)(ii) and the Authorization with respect to such Series, authenticate and deliver one or more definitive global Securities that shall be delivered by the Fiscal Agent to such Common Depositary or its nominees or pursuant to such Common Depositary’s instruction. The provisions of the “Operating Procedures of the EUROCLEAR Euroclear System” and the “Terms and Conditions Governing Use of EUROCLEAR”, Euroclear” and the “Management Regulations” and “Instructions to Participants” of CLEARSTREAM, and such other procedures and conditions applicable to any Clearing SystemClearstream, respectively, shall be applicable to definitive bearer global Securities and definitive registered global Securities of a Series delivered to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing SystemEuroclear and Clearstream. Account holders or participants in EUROCLEAR, CLEARSTREAM or Clearing System Euroclear and Clearstream shall have no rights under this Fiscal Agency Agreement with respect to any such definitive bearer global Securities or definitive registered global Securities delivered to the Common Depositary or, in the case of registered Securities, registered in the name of the nominee of the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM Euroclear and Clearstream for credit to the respective accounts of such account holders or Clearing Systemparticipants, and the such Common Depositary or such nominee may be treated by the Issuer, the Fiscal Agent Agent, and any agent of the Issuer or the Fiscal Agent as the sole owner or holder of any such definitive bearer global Securities or definitive registered global Securities for the purposes of receiving payment on the Securities, receiving notices and for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Fiscal Agent Agent, or any agent of the Issuer or the Fiscal Agent Agent, from giving effect to any written certificatecertification, proxy or other authorization furnished by the Common Depositary or impair, as between the Common Depositary and its account holders or participants, the operation of customary practices governing the exercise of the rights of a holder of any Security. The Common Depositary may grant proxies and otherwise authorize any person, including Euroclear and Clearstream and beneficial owners of the Securities, to take any action which a holder is entitled to take under this Fiscal Agency Agreement or the Securities.

Offshore Book-Entry Provisions. This Section 1(f)(ii) shall apply only to definitive bearer global Securities and definitive registered global Securities of a Series delivered to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System, except as otherwise may be provided in the Authorization. The provisions of the “Operating Procedures of the EUROCLEAR System” and the “Terms and Conditions Governing Use of EUROCLEAR”, the “Management Regulations” and “Instructions to Participants” of CLEARSTREAM, and such other procedures and conditions applicable to any Clearing System, respectively, shall be applicable to definitive bearer global Securities and definitive registered global Securities of a Series delivered to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System. Account holders Accountholders or participants in EUROCLEAR, CLEARSTREAM or Clearing System shall have no rights under this Agreement with respect to any such definitive bearer global Securities or definitive registered global Securities delivered to the Common Depositary or, in the case of registered Securities, registered in the name of the nominee of the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System, and the Common Depositary or such nominee may be treated by the Issuer, the Fiscal Agent and any agent of the Issuer or the Fiscal Agent as the owner of any such definitive bearer global Securities or definitive registered global Securities for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Fiscal Agent or any agent of the Issuer or the Fiscal Agent from giving effect to any written certificate, proxy or other authorization furnished by the Common Depositary or impair, as between the Common Depositary and its account holders accountholders or participants, the operation of customary practices governing the exercise of the rights of a holder of any Security.

Offshore Book-Entry Provisions. This Section 1(f)(ii) shall apply only to definitive bearer global Securities and definitive registered global Securities of a Series delivered to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System, except as otherwise may be provided in the Authorization. The provisions of the “Operating Procedures of the EUROCLEAR Euroclear System” and the “Terms and Conditions Governing Use of EUROCLEAREuroclear”, the “Management Regulations” and “Instructions to Participants” of CLEARSTREAM, and such other procedures and conditions applicable to any Clearing System, respectively, shall be applicable to definitive bearer global Securities and definitive registered global Securities of a Series delivered to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System. Account holders or participants in EUROCLEAR, CLEARSTREAM or Clearing System shall have no rights under this Agreement with respect to any such definitive bearer global Securities or definitive registered global Securities delivered to the Common Depositary or, in the case of registered Securities, registered in the name of the nominee of the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System, and the Common Depositary or such nominee may be treated by the Issuer, the Fiscal Agent and any agent of the Issuer or the Fiscal Agent as the owner of any such definitive bearer global Securities or definitive registered global Securities for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Fiscal Agent or any agent of the Issuer or the Fiscal Agent from giving effect to any written certificate, proxy or other authorization furnished by the Common Depositary or impair, as between the Common Depositary and its account holders or participants, the operation of customary practices governing the exercise of the rights of a holder of any Security.

Offshore Book-Entry Provisions. This Section 1(f)(ii1(h) shall apply only to definitive bearer global Securities and definitive registered global Securities of a Series delivered to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing SystemEuroclear and Clearstream, except as may otherwise may be provided in the Authorization. If the Issuer shall establish in the Authorization that the Securities of a Series are to be issued in whole or in part in the form of one or more definitive global Securities deposited with or on behalf of a Common Depositary, then the Issuer shall execute and the Fiscal Agent shall, in accordance with this Section 1(h) and the Authorization with respect to such Series, authenticate and deliver one or more definitive global Securities that shall be delivered by the Fiscal Agent to such Common Depositary or its nominees or pursuant to such Common Depositary’s instruction. The provisions of the “Operating Procedures of the EUROCLEAR Euroclear System” and the “Terms and Conditions Governing Use of EUROCLEAR”, Euroclear” and the “Management Regulations” and “Instructions to Participants” of CLEARSTREAM, and such other procedures and conditions applicable to any Clearing SystemClearstream, respectively, shall be applicable to definitive bearer global Securities and definitive registered global Securities of a Series delivered to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing SystemEuroclear and Clearstream. Account holders or participants in EUROCLEAR, CLEARSTREAM or Clearing System Euroclear and Clearstream shall have no rights under this Agreement with respect to any such definitive bearer global Securities or definitive registered global Securities delivered to the Common Depositary or, in the case of registered Securities, registered in the name of the nominee of the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM Euroclear and Clearstream for credit to the respective accounts of such account holders or Clearing Systemparticipants, and the such Common Depositary or such nominee may be treated by the Issuer, the Fiscal Agent Agent, and any agent of the Issuer or the Fiscal Agent as the sole owner or holder of any such definitive bearer global Securities or definitive registered global Securities for all purposes whatsoeverSecurities. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Fiscal Agent Agent, or any agent of the Issuer or the Fiscal Agent Agent, from giving effect to any written certificatecertification, proxy or other authorization furnished by the Common Depositary or impair, as between the Common Depositary and its account holders or participants, the operation of customary practices governing the exercise of the rights of a holder of any Security. The Common Depositary may grant proxies and otherwise authorize any person, including Euroclear and Clearstream and beneficial owners of the Securities, to take any action which a holder is entitled to take under this Agreement or the Securities.

Offshore Book-Entry Provisions. This Section 1(f)(ii) shall apply only to definitive bearer global Securities and definitive registered global Securities of a Series delivered to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing SystemEuroclear and Clearstream, except as may otherwise may be provided in the Authorization. If the Issuer shall establish in the Authorization that the Securities of a Series are to be issued in whole or in part in the form of one or more definitive global Securities deposited with or on behalf of a Common Depositary, then the Issuer shall execute and the Fiscal Agent shall, in accordance with this Section 1(f)(ii) and the Authorization with respect to such Series, authenticate and deliver one or more definitive global Securities that shall be delivered by the Fiscal Agent to such Common Depositary or its nominees or pursuant to such Common Depositary’s instruction. The provisions of the “Operating Procedures of the EUROCLEAR Euroclear System” and the “Terms and Conditions Governing Use of EUROCLEAR”, Euroclear” and the “Management Regulations” and “Instructions to Participants” of CLEARSTREAM, and such other procedures and conditions applicable to any Clearing SystemClearstream, respectively, shall be applicable to definitive bearer global Securities and definitive registered global Securities of a Series delivered to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing SystemEuroclear and Clearstream. Account holders or participants in EUROCLEAR, CLEARSTREAM or Clearing System Euroclear and Clearstream shall have no rights under this Fiscal Agency Agreement with Table of Contents respect to any such definitive bearer global Securities or definitive registered global Securities delivered to the Common Depositary or, in the case of registered Securities, registered in the name of the nominee of the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM Euroclear and Clearstream for credit to the respective accounts of such account holders or Clearing Systemparticipants, and the such Common Depositary or such nominee may be treated by the Issuer, the Fiscal Agent Agent, and any agent of the Issuer or the Fiscal Agent as the sole owner or holder of any such definitive bearer global Securities or definitive registered global Securities for the purposes of receiving payment on the Securities, receiving notices and for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Fiscal Agent Agent, or any agent of the Issuer or the Fiscal Agent Agent, from giving effect to any written certificatecertification, proxy or other authorization furnished by the Common Depositary or impair, as between the Common Depositary and its account holders or participants, the operation of customary practices governing the exercise of the rights of a holder of any Security. The Common Depositary may grant proxies and otherwise authorize any person, including Euroclear and Clearstream and beneficial owners of the Securities, to take any action which a holder is entitled to take under this Fiscal Agency Agreement or the Securities.

Offshore Book-Entry Provisions. (A) This Section 1(f)(ii2.01(e)(ii) shall apply only to definitive bearer global Securities and definitive registered global Securities the Restricted Regulation S Global Note or the Regulation S Global Note deposited on behalf of a Series delivered to the Common Depositary subscribers for the benefit of EUROCLEAR, CLEARSTREAM Notes represented thereby with the Trustee as custodian for DTC for credit to their respective accounts (or Clearing System, except to such other accounts as otherwise they may be provided direct) at Euroclear or Clearstream insofar as interests in the Authorization. Restricted Regulation S Global Note or Regulation S Global Note are held by the agent members of Euroclear or Clearstream. (B) The provisions of the “"Operating Procedures of the EUROCLEAR Euroclear System” " and the “"Terms and Conditions Governing Use of EUROCLEAR”, Euroclear" and the “"Management Regulations” " and “"Instructions to Participants” " of CLEARSTREAM, Euroclear and such other procedures and conditions applicable to any Clearing SystemClearstream, respectively, as the same may be amended, modified, supplemented and/or replaced from time to time in accordance with customary procedures, shall be applicable to definitive bearer global Securities and definitive registered global Securities the Restricted Regulation S Global Note or Regulation S Global Note, as the case may be, insofar as interests in the Restricted Regulation S Global Note or Regulation S Global Note, as the case may be, are held by the agent members of a Series delivered to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM Euroclear or Clearing SystemClearstream. Account holders or participants in EUROCLEAR, CLEARSTREAM or Clearing System Euroclear and Clearstream shall have no rights under this Agreement Indenture with respect to any such definitive bearer global Securities the Restricted Regulation S Global Note or definitive registered global Securities delivered to the Common Depositary orRegulation S Global Note, in as the case of registered Securitiesmay be, registered in the name of and the nominee of the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System, and the Common Depositary or such nominee DTC may be treated by the IssuerCompany, the Fiscal Trustee, any Paying Agent, any Transfer Agent and or any agent of the Issuer or the Fiscal Agent such entities as the owner of any such definitive bearer global Securities the Restricted Regulation S Global Note or definitive registered global Securities Regulation S Global Note, as the case may be, for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, the Fiscal Trustee, any Paying Agent, any Transfer Agent or any agent of the Issuer or the Fiscal Agent such entities from giving effect to any written certificatecertification, proxy or other authorization furnished by the Common Depositary DTC or impair, as between the Common Depositary DTC and its account holders or participantsagent members, the operation of customary practices governing the exercise of the rights of a holder Holder of any SecurityNote.

Offshore Book-Entry Provisions. This Section 1(f)(ii) shall apply only to definitive bearer global Securities and definitive registered global Securities of a Series delivered to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing SystemEuroclear and Clearstream, except as may otherwise may be provided in the Authorization. If the Issuer shall establish in the Authorization that the Securities of a Series are to be issued in whole or in part in the form of one or more definitive global Securities deposited with or on behalf of a Common Depositary, then the Issuer shall execute and the Fiscal Agent shall, in accordance with this Section 1(f)(ii) and the Authorization with respect to such Series, authenticate and deliver one or more definitive global Securities that shall be delivered by the Fiscal Agent to such Common Depositary or its nominees or pursuant to such Common Depositary’s instruction. The provisions of the “Operating Procedures of the EUROCLEAR Euroclear System” and the “Terms and Conditions Governing Use of EUROCLEAR”, Euroclear” and the “Management Regulations” and “Instructions to Participants” of CLEARSTREAM, and such other procedures and conditions applicable to any Clearing SystemClearstream, respectively, shall be applicable to definitive bearer global Securities and definitive registered global Securities of a Series delivered to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing SystemEuroclear and Clearstream. Account holders or participants in EUROCLEAR, CLEARSTREAM or Clearing System Euroclear and Clearstream shall have no rights under this Agreement with respect to any such definitive bearer global Securities or definitive registered global Securities delivered to the Common Depositary or, in the case of registered Securities, registered in the name of the nominee of the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM Euroclear and Clearstream for credit to the respective accounts of such account holders or Clearing Systemparticipants, and the such Common Depositary or such nominee may be treated by the Issuer, the Fiscal Agent Agent, and any agent of the Issuer or the Fiscal Agent as the sole owner or holder of any such definitive bearer global Securities or definitive registered global Securities for the purposes of receiving payment on the Securities, receiving notices and for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Fiscal Agent Agent, or any agent of the Issuer or the Fiscal Agent Agent, from giving effect to any written certificatecertification, proxy or other authorization furnished by the Common Depositary or impair, as between the Common Depositary and its account holders or participants, the operation of customary practices governing the exercise of the rights of a holder of any Security. The Common Depositary may grant proxies and otherwise authorize any person, including Euroclear and Clearstream and beneficial owners of the Securities, to take any action which a holder is entitled to take under this Agreement or the Securities.

Offshore Book-Entry Provisions. (A) This Section 1(f)(ii2.01(e)(ii) ------------------------------ shall apply only to definitive bearer global Securities and definitive registered global Securities the Restricted Regulation S Global Note or the Regulation S Global Note deposited on behalf of a Series delivered to the Common Depositary subscribers for the benefit of EUROCLEAR, CLEARSTREAM Notes represented thereby with the Trustee as custodian for DTC for credit to their respective accounts (or Clearing System, except to such other accounts as otherwise they may be provided direct) at Euroclear or Clearstream insofar as interests in the Authorization. Restricted Regulation S Global Note or Regulation S Global Note are held by the agent members of Euroclear or Clearstream. (B) The provisions of the “"Operating Procedures of the EUROCLEAR Euroclear System” " and the “"Terms and Conditions Governing Use of EUROCLEAR”, Euroclear" and the “"Management Regulations” " and “"Instructions to Participants” " of CLEARSTREAM, Euroclear and such other procedures and conditions applicable to any Clearing SystemClearstream, respectively, as the same may be modified, supplemented, replaced and/or amended from time to time in accordance with customary procedures, shall be applicable to definitive bearer global Securities and definitive registered global Securities the Restricted Regulation S Global Note or Regulation S Global Note, as the case may be, insofar as interests in the Restricted Regulation S Global Note or Regulation S Global Note, as the case may be, are held by the agent members of a Series delivered to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM Euroclear or Clearing SystemClearstream. Account holders or participants in EUROCLEAR, CLEARSTREAM or Clearing System Euroclear and Clearstream shall have no rights under this Agreement Indenture with respect to any such definitive bearer global Securities the Restricted Regulation S Global Note or definitive registered global Securities delivered to the Common Depositary orRegulation S Global Note, in as the case of registered Securitiesmay be, registered in the name of and the nominee of the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System, and the Common Depositary or such nominee DTC may be treated by the IssuerCompany, the Fiscal Trustee, any Paying Agent, any Transfer Agent and or any agent of the Issuer or the Fiscal Agent such entities as the owner of any such definitive bearer global Securities the Restricted Regulation S Global Note or definitive registered global Securities Regulation S Global Note, as the case may be, for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, the Fiscal Trustee, any Paying Agent, any Transfer Agent or any agent of the Issuer or the Fiscal Agent such entities from giving effect to any written certificatecertification, proxy or other authorization furnished by the Common Depositary DTC or impair, as between the Common Depositary DTC and its account holders or participantsagent members, the operation of customary practices governing the exercise of the rights of a holder Holder of any SecurityNote.