Common use of Conditions for Issuance Clause in Contracts

Conditions for Issuance. Interests in a Registered Global Note deposited with the Trustee as custodian for DTC pursuant to Section 6(b), 6(c) or 6(d) shall be transferred to the beneficial owners thereof in the form of definitive registered Notes only if such transfer complies with Section 7(b) and Section 7(c) and (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Registered Global Note or at any time ceases to be a "clearing agency" registered under the Exchange Act, and a successor depositary so registered is not appointed by the Issuer within 90 days of such notice, or (ii) the Issuer determines that the Registered Global Note with respect to any Series of Notes shall be exchanged in full for definitive registered Notes. Definitive registered Notes shall be issued without coupons in amounts of US$250,000 (or the equivalent thereof in the currency in which such Note is denominated rounded to the nearest 1,000 units of such currency) and higher integral multiples US$50,000 (or the equivalent thereof in the currency in which such Note, is denominated rounded to the nearest 1,000 units of such currency) or in such denominations as may be specified in the applicable Pricing Supplement, subject to compliance with all applicable legal and regulatory requirements. Interests in a Permanent Global Note deposited with the Common Depositary in accordance with Section 6(a) shall be transferred to the beneficial owners thereof in the form of definitive Bearer Notes substantially in the form of Exhibit F hereto, with interest coupons, if any, attached, substantially in the form of Exhibit G hereto, only if (x) Euroclear or Cedel, as applicable, has been closed for a continuous 30-day period or announced an intention permanently to cease business, or (y) the holder of a beneficial interest in such Permanent Global Note notifies the Issuer and the Trustee in writing of its intention to exchange such beneficial interest in the Permanent Global Note for definitive Bearer Notes, or (z) the Issuer determines that the Permanent Global Note shall be exchanged in full for definitive Bearer Notes. If any holder of a beneficial interest makes a request as described in clause (y) above, the Issuer, as soon as practicable but in no event later than 60 days after the date of such request, shall be required to exchange the Permanent Global Note in full for Notes in definitive bearer form which, absent instructions to the contrary to Euroclear or Cedel, as the case may be, from the relevant holder or holders of beneficial interests in such Permanent Global Note, will continue to be held by Euroclear or Cedel, as the case may be, for the account of such holders, in accordance with their standard procedures. Thereafter, any beneficial interest in a Temporary Global Note of the same Series as a Permanent Global Note exchanged for definitive Bearer Notes in the manner described in the immediately preceding sentence, will only be exchanged (upon certification as set forth on Section 7(b)(ix) hereof) for definitive Bearer Notes which will be delivered by the Trustee, subject to receipt of such definitive Bearer Notes from the Bank, to the Common Depositary for Euroclear or Cedel, as the case may be, for the account or accounts of the relevant holder or holders of such definitive Bearer Notes. Any such definitive Bearer Notes will not be exchangeable for interests in any Permanent Global Note. Definitive Bearer Notes will be issued in amounts of US$1,000 (or the equivalent thereof in the currency in which such Note is denominated rounded to the nearest 1,000 units of such currency), or in such denominations as may be specified in the applicable Pricing Supplement, subject to compliance with all applicable legal and regulatory requirements.

Conditions for Issuance. Interests Definitive Notes shall be issued and delivered, and interests in a Registered Rule 144A Global Note or Regulation S Global Note deposited with the Trustee as DTC or a custodian for of DTC pursuant to Section 6(b), 6(c) or 6(d) 2.5 shall be transferred to the beneficial owners thereof in the form of definitive registered Notes Definitive Notes, only if (i) in the case of a transfer or exchange, such transfer complies with Section 7(b) and Section 7(c) 2.9 and (iii) either (x) DTC notifies the Issuer RCFC that it is unwilling or unable to continue as depositary for such Registered Rule 144A Global Note or Regulation S Global Note or at any time ceases to be a "“clearing agency" ” registered under the United States Securities Exchange Act of 1934, as amended, (the “Exchange Act”), and in either case in either case a successor depositary so registered is not appointed by the Issuer RCFC within 90 ninety (90) days of such notice, notice or (iiy) the Issuer RCFC, in its sole discretion, determines that the Registered Rule 144A Global Note Notes or Regulation S Global Notes with respect to any the relevant Series of Notes shall be exchanged exchangeable for Definitive Notes, in full for which case Definitive Notes shall be issuable or exchangeable only in respect of such global Notes or the category of Definitive Notes represented thereby or (z) any Noteholder, purchaser or transferee of a Rule 144A Global Note or a Regulation S Global Note requests the same in the form of a Definitive Note and RCFC, in its sole discretion, consents to such request (in which case a Definitive Note shall be issuable or transferable only to such Noteholder, purchaser or transferee), RCFC will deliver Notes in definitive registered form, without interest coupons, in exchange for the Rule 144A Global Notes or the Regulation S Global Notes or, in the case of an exchange or transfer described in clause (z) above, in exchange for the applicable beneficial interest in one or more Global Notes. Definitive registered Notes shall be issued without coupons in amounts of US$250,000 (or the equivalent thereof in the currency in which such Note is denominated rounded to the nearest 1,000 units of such currency) and higher integral multiples US$50,000 (or the equivalent thereof in the currency in which such Note, is denominated rounded to the nearest 1,000 units of such currency) or in such minimum denominations as may be that are specified in the applicable Pricing Supplement, subject to compliance with all applicable legal and regulatory requirements. Interests in a Permanent Global Note deposited with the Common Depositary in accordance with Section 6(a) shall be transferred to the beneficial owners thereof in the form related Series Supplement for such Series of definitive Bearer Notes substantially in the form of Exhibit F hereto, with interest coupons, if any, attached, substantially in the form of Exhibit G hereto, only if (x) Euroclear or Cedel, as applicable, has been closed for a continuous 30-day period or announced an intention permanently to cease business, or (y) the holder of a beneficial interest in such Permanent Global Note notifies the Issuer and the Trustee in writing of its intention to exchange such beneficial interest in the Permanent Global Note for definitive Bearer Notes, or (z) the Issuer determines that the Permanent Global Note shall be exchanged in full for definitive Bearer Notes. If any holder of a beneficial interest makes a request as described in clause (y) above, the Issuer, as soon as practicable but in no event later than 60 days after the date of such request, shall be required to exchange the Permanent Global Note in full for Notes in definitive bearer form which, absent instructions to the contrary to Euroclear or Cedel, as the case may be, from the relevant holder or holders of beneficial interests in such Permanent Global Note, will continue to be held by Euroclear or Cedel, as the case may be, for the account of such holders, in accordance with their standard procedures. Thereafter, any beneficial interest in a Temporary Global Note of the same Series as a Permanent Global Note exchanged for definitive Bearer Notes in the manner described in the immediately preceding sentence, will only be exchanged (upon certification as set forth on Section 7(b)(ix) hereof) for definitive Bearer Notes which will be delivered by the Trustee, subject to receipt of such definitive Bearer Notes from the Bank, to the Common Depositary for Euroclear or Cedel, as the case may be, for the account or accounts of the relevant holder or holders of such definitive Bearer Notes. Any such definitive Bearer Notes will not be exchangeable for interests in any Permanent Global Note. Definitive Bearer Notes will be issued in amounts of US$1,000 (or the equivalent thereof in the currency in which such Note is denominated rounded to the nearest 1,000 units of such currency), or in such denominations as may be specified in the applicable Pricing Supplement, subject to compliance with all applicable legal and regulatory requirements.

Conditions for Issuance. Interests in a Registered Global Note deposited with the Trustee Co-Registrar as custodian for DTC pursuant to Section 6(b), 6(c5(a) or 6(dSection 5(b) shall be transferred to the beneficial owners thereof in the form of definitive registered Notes only if such transfer complies with Section 7(b6(b) and Section 7(c6(c) and (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Registered Global Note or at any time ceases to be a "“clearing agency" ” registered under the Exchange Act, and a successor depositary so registered is not appointed by the Issuer within 90 days of such notice, or (ii) the Issuer determines that the Registered Global Note with respect to any Series of Notes shall be exchanged in full for Notes in definitive registered Notesform or (iii) an Event of Default (as defined in Condition 11) shall occur and be continuing. Definitive registered Notes representing Notes sold in reliance on Rule 144A shall be issued without coupons in amounts of US$250,000 U.S.$100,000 (or the equivalent thereof in the currency in which such Note is denominated rounded to the nearest 1,000 units of such currency) and higher integral multiples US$50,000 of U.S.$1,000 (or the equivalent thereof in the currency in which such Note, Note is denominated rounded to the nearest 1,000 units of such currency) or in such denominations as may be specified in the applicable Pricing Supplement, subject to compliance with all applicable legal and regulatory requirements. Interests Definitive Notes representing Notes sold in a Permanent Global Note deposited with transactions outside the Common Depositary United States in accordance with Section 6(a) reliance on Regulation S shall be transferred to the beneficial owners thereof in the form of definitive Bearer Notes substantially in the form of Exhibit F hereto, with interest coupons, if any, attached, substantially in the form of Exhibit G hereto, only if (x) Euroclear or Cedel, as applicable, has been closed for a continuous 30-day period or announced an intention permanently to cease business, or (y) the holder of a beneficial interest in such Permanent Global Note notifies the Issuer and the Trustee in writing of its intention to exchange such beneficial interest in the Permanent Global Note for definitive Bearer Notes, or (z) the Issuer determines that the Permanent Global Note shall be exchanged in full for definitive Bearer Notes. If any holder of a beneficial interest makes a request as described in clause (y) above, the Issuer, as soon as practicable but in no event later than 60 days after the date of such request, shall be required to exchange the Permanent Global Note in full for Notes in definitive bearer form which, absent instructions to the contrary to Euroclear or Cedel, as the case may be, from the relevant holder or holders of beneficial interests in such Permanent Global Note, will continue to be held by Euroclear or Cedel, as the case may be, for the account of such holders, in accordance with their standard procedures. Thereafter, any beneficial interest in a Temporary Global Note of the same Series as a Permanent Global Note exchanged for definitive Bearer Notes in the manner described in the immediately preceding sentence, will only be exchanged (upon certification as set forth on Section 7(b)(ix) hereof) for definitive Bearer Notes which will be delivered by the Trustee, subject to receipt of such definitive Bearer Notes from the Bank, to the Common Depositary for Euroclear or Cedel, as the case may be, for the account or accounts of the relevant holder or holders of such definitive Bearer Notes. Any such definitive Bearer Notes will not be exchangeable for interests in any Permanent Global Note. Definitive Bearer Notes will be issued without coupons in amounts of US$1,000 U.S.$10,000 (or the equivalent thereof in the currency in which such Note is denominated rounded to the nearest 1,000 units of such currency), ) and higher integral multiples of U.S.$1,000 (or the equivalent thereof in the currency in which such Note is denominated rounded to the nearest 1,000 units of such currency) or in such denominations as may be specified in the applicable Pricing Supplement, subject to compliance with all applicable legal and regulatory requirements.

Conditions for Issuance. Interests Definitive Notes shall be issued and delivered, and interests in a Registered Restricted Global Note or Permanent Global Note deposited with the Trustee as DTC or a custodian for of DTC pursuant to Section 6(b), 6(c) or 6(d) 2.5 shall be transferred to the beneficial owners thereof in the form of definitive registered Notes Definitive Notes, only if (i) in the case of a transfer or exchange, such transfer complies with Section 7(b) and Section 7(c) 2.9 and (iii) either (x) DTC notifies the Issuer Thrifty Finance that it is unwilling or unable to continue as depositary for such Registered Restricted Global Note or Permanent Global Note or at any time ceases to be a "clearing agency" registered under the United States Securities Exchange Act of 1934, as amended, (the "Exchange Act"), and in either case in either case a successor depositary so registered is not appointed by the Issuer Thrifty Finance within 90 ninety (90) days of such notice, notice or (iiy) the Issuer Thrifty Finance, in its sole discretion, determines that the Registered Restricted Global Note Notes or Permanent Global Notes with respect to any the relevant Series of Notes shall be exchanged exchangeable for Definitive Notes, in full for which case Definitive Notes shall be issuable or exchangeable only in respect of such global Notes or the category of Definitive Notes represented thereby or (z) any Noteholder, purchaser or transferee of a Restricted Global Note or a Permanent Global Note requests the same in the form of a Definitive Note and Thrifty Finance, in its sole discretion, consents to such request (in which case a Definitive Note shall be issuable or transferable only to such Noteholder, purchaser or transferee), Thrifty Finance will deliver Notes in definitive registered form, without interest coupons, in exchange for the Restricted Global Notes or the Permanent Global Notes or, in the case of an exchange or transfer described in clause (z) above, in exchange for the applicable beneficial interest in one or more Global Notes. Definitive registered Notes shall be issued without coupons in minimum amounts of US$250,000 (or the equivalent thereof in the currency in which such Note is denominated rounded to the nearest 1,000 units of such currency) U.S.$250,000 and higher integral multiples US$50,000 (or the equivalent thereof in the currency in which such Note, is denominated rounded to the nearest 1,000 units of such currency) or in such denominations as may be specified in the applicable Pricing Supplement, subject to compliance with all applicable legal and regulatory requirements. Interests in a Permanent Global Note deposited with the Common Depositary in accordance with Section 6(a) shall be transferred to the beneficial owners thereof in the form of definitive Bearer Notes substantially in the form of Exhibit F hereto, with interest coupons, if any, attached, substantially in the form of Exhibit G hereto, only if (x) Euroclear or Cedel, as applicable, has been closed for a continuous 30-day period or announced an intention permanently to cease business, or (y) the holder of a beneficial interest in such Permanent Global Note notifies the Issuer and the Trustee in writing of its intention to exchange such beneficial interest in the Permanent Global Note for definitive Bearer Notes, or (z) the Issuer determines that the Permanent Global Note shall be exchanged in full for definitive Bearer Notes. If any holder of a beneficial interest makes a request as described in clause (y) above, the Issuer, as soon as practicable but in no event later than 60 days after the date of such request, shall be required to exchange the Permanent Global Note in full for Notes in definitive bearer form which, absent instructions to the contrary to Euroclear or Cedel, as the case may be, from the relevant holder or holders of beneficial interests in such Permanent Global Note, will continue to be held by Euroclear or Cedel, as the case may be, for the account of such holders, in accordance with their standard procedures. Thereafter, any beneficial interest in a Temporary Global Note of the same Series as a Permanent Global Note exchanged for definitive Bearer Notes in the manner described in the immediately preceding sentence, will only be exchanged (upon certification as set forth on Section 7(b)(ix) hereof) for definitive Bearer Notes which will be delivered by the Trustee, subject to receipt of such definitive Bearer Notes from the Bank, to the Common Depositary for Euroclear or Cedel, as the case may be, for the account or accounts of the relevant holder or holders of such definitive Bearer Notes. Any such definitive Bearer Notes will not be exchangeable for interests in any Permanent Global Note. Definitive Bearer Notes will be issued in amounts of US$1,000 (or the equivalent thereof in the currency in which such Note is denominated rounded to the nearest 1,000 units of such currency), or in such denominations as may be specified in the applicable Pricing SupplementU.S.$1,000, subject to compliance with all applicable legal and regulatory requirements.