Common use of Definitive Bonds Clause in Contracts

Definitive Bonds. 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) if DTC notifies the Issuer that it is unwilling or unable to continue as depository in connection with the 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 DTC is no longer so registered; (ii) the Issuer, in its sole discretion, instructs the Fiscal Agent in writing that a Global Security shall be so transferable and exchangeable; or (iii) upon request by DTC to the Fiscal Agent, acting on direct or indirect instructions of any beneficial owner of an interest in a Global Bonds, after an event of default entitling the holder to accelerate the 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 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 persons in whose names such Definitive Bonds are to be registered. The Definitive Bonds will be issued (i) only in fully registered form, (ii) without interest coupon, and (iii) in the Authorized Denomination and integral multiples thereof. All Bonds represented by Definitive Bonds issued upon any such issuance in exchange for the Bonds represented by the Global Bonds shall be a valid obligation of the Issuer, shall be entitled to the same benefits under this Agreement as the Global Bonds and shall be 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 respect of such 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 Definitive Bonds 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 entitled to pursue any remedy under the Fiscal Agency Agreement, the 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.

Definitive Bonds. 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 If (i) if DTC notifies (A) the Issuer advises the Indenture Trustee in writing that it is unwilling or unable to continue as depository in connection with the 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 DTC Clearing Agency is no longer so registered; 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, in at its sole discretionoption, instructs advises the Fiscal Agent Indenture Trustee in writing that a Global Security shall be so transferable and exchangeable; that, with respect to any Series, it elects to terminate the book-entry system through the Clearing Agency or (iii) upon request by DTC 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 Fiscal Agent, acting on direct or indirect instructions Holders of any beneficial owner of an interest in a Global Bonds, after an event of default entitling such Series requesting the holder same. Upon surrender to accelerate the stated maturity Indenture Trustee of the Global Bonds has occurred of such Series by the Clearing Agency accompanied by registration instructions from such Clearing Agency for registration, the Issuer shall execute, and is continuingthe Indenture Trustee shall authenticate and deliver, orDefinitive Bonds of such Series. None of the Issuer, if DTC does not promptly make that request, then any beneficial owner of an interest in such Global Bond the Securities Registrar or the Indenture Trustee shall be entitled to make liable for any delay in delivery of such request with respect to instructions and may conclusively rely on, and shall be fully protected in relying on, such interestinstructions. The Issuer shall bear Upon 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 issuance of Definitive Bonds and registration information to authenticate and deliver such Definitive Bonds. Such of any Series the Indenture Trustee shall recognize the Holders of the 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 persons in whose names such Definitive Bonds are to be registeredHolders hereunder. The Definitive Bonds will be issued (i) only in fully registered form, (ii) without interest coupon, transferable and (iii) in exchangeable at the Authorized Denomination and integral multiples thereof. All Bonds represented by Definitive Bonds issued upon any such issuance in exchange for the Bonds represented by the Global Bonds shall be a valid obligation offices of the IssuerSecurities Registrar or, shall be entitled to the same benefits under this Agreement as the Global Bonds and shall be 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 respect of such 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 Definitive Bonds 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 entitled to pursue any remedy under the Fiscal Agency Agreement, the Global Bond or applicable law with respect to any Bonds on the portion Luxembourg Stock Exchange, at the offices of the Global Bond representing that owner’s interest transfer agent appointed pursuant to Section 3.02. With respect to any transfer of such listed Bonds, the new Definitive Bonds registered in the Global Bond as if Definitive Bonds had been issuednames specified by the transferee and the original transferor shall be available at the offices of such transfer agent.

Definitive Bonds. The Issuer will issue or cause to be issued Bonds represented by fully registered physical certificates (“Definitive Bonds”) upon registration of transfer ofIf, or in exchange forbut only if, Bonds represented by the Global Bonds (i) if DTC the Clearing Agency notifies the Issuer and the Indenture Trustee in writing that it the Clearing Agency is unwilling no longer willing or unable able to continue as depository in connection properly discharge its responsibilities with the Global respect to Book-Entry 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 any Class and a qualifying successor depository depositary is not appointed by the Issuer within 90 days after receiving such notice or becoming aware that DTC is no longer so registered; thereof, (ii) the Issuer, Indenture Trustee has instituted or caused to be instituted or has been directed to institute any judicial proceeding in its sole discretion, instructs a court to enforce the Fiscal Agent 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 a connection with such proceeding it is necessary or advisable for the Indenture Trustee to obtain possession of the related Global Security shall be so transferable and exchangeable; Bond or (iii) upon request by DTC to after the Fiscal Agent, acting on direct or indirect instructions of any beneficial owner occurrence of an interest in a Global BondsEvent of Default under this Indenture, after an event of default entitling the holder to accelerate the stated maturity beneficial owners representing not less than 51% of the Global then outstanding Bond Class Balance of such Book-Entry Bonds has occurred advise the Clearing Agency through the Clearing Agency Participants in writing (and is continuingthe Clearing Agency so notifies the Issuer, or, if DTC does not promptly make the Indenture Trustee and the Servicer in writing) that request, then any beneficial owner the continuation in global form of an interest in the Book-Entry Bonds being evidenced by such Global Bond is no longer in their best interests, then the Indenture Trustee shall be entitled use all reasonable efforts to make notify all Bond Owners of such request with respect to Class of Bonds of the occurrence of any such interest. The Issuer shall bear event and of 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 availability of Definitive Bonds and registration information to authenticate and deliver such Definitive Bonds. Such Bond Owners requesting the same; provided, that under no circumstances will 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 persons in whose names such Definitive Bonds are to be registered. The Definitive Bonds will be issued (i) only in fully registered form, (ii) without interest coupon, and (iii) in the Authorized Denomination and integral multiples thereof. All Bonds represented by Definitive Bonds issued upon any such issuance in exchange for the Bonds represented by the Global Bonds shall be a valid obligation to Bond Owners of the Issuer, shall be entitled Regulation S Temporary Global Bond. Upon surrender to the same benefits under this Agreement as the Global Bonds and shall be 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 respect of such 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 Definitive Bonds 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 entitled to pursue any remedy under the Fiscal Agency Agreement, the 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.Indenture Trustee of

Definitive Bonds. 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 If (i) if DTC notifies the Clearing Agency or the Issuer advises the Trustee in writing that it is unwilling or unable to continue as depository in connection with the 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 DTC Clearing Agency is no longer so registered; willing or able to properly discharge its responsibilities as nominee and depository with respect to any Book-Entry Tranche of the Bonds and the Issuer is unable to locate a qualified successor, (ii) the Issuer, in its sole discretion, instructs Issuer advises the Fiscal Agent Trustee in writing that a Global Security shall be so transferable it elects to discontinue use of the book-entry-only transfers through the Clearing Agency with respect to any Tranche of the Bonds and exchangeable; to deliver certificated Bonds to the Clearing Agency or (iii) upon request by DTC to after the Fiscal Agentoccurrence of an Event of Default, acting on direct or indirect instructions Bond Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Bonds maintained as Book-Entry Bonds advise the Issuer and, through the Clearing 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 Bond Owners, then the Trustee shall notify all affected Bond Owners and the Issuer of the occurrence of any beneficial owner of an interest in a Global Bonds, after an such event of default entitling the holder to accelerate the stated maturity and 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 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 availability of Definitive Bonds to affected Bond Owners requesting the same. Upon surrender by the Clearing Agency to the Trustee of the typewritten Bond or Bonds representing the Book-Entry Bonds, accompanied by registration instructions, a Manager on behalf of the Issuer shall execute and registration information to the Trustee shall authenticate and deliver such Definitive Bonds. Such the Definitive Bonds in accordance with the instructions of the Clearing Agency. None of the Issuer, the Bond Registrar or the Trustee shall be registered liable for any delay in delivery of such names instructions and in such denominations as DTCmay conclusively rely on, pursuant to instructions from direct or indirect participants, shall direct and shall be delivered as directed by protected in relying on, such instructions. Upon the persons in whose names such issuance of Definitive Bonds, the Trustee shall recognize the Holders of the Definitive Bonds are to be registeredas Bondholders. The Definitive Bonds will be issued (i) only in fully registered form, (ii) without interest coupon, transferable and (iii) in exchangeable at the Authorized Denomination and integral multiples thereof. All Bonds represented by Definitive Bonds issued upon any such issuance in exchange for the Bonds represented by the Global Bonds shall be a valid obligation offices of the IssuerBond Registrar or, shall be entitled to the same benefits under this Agreement as the Global Bonds and shall be 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 respect of such 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 Definitive Bonds 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 entitled to pursue any remedy under the Fiscal Agency Agreement, the Global Bond or applicable law with respect to any Bonds listed on the portion Luxembourg Stock Exchange, at the offices of the Global Bond representing that owner’s interest 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 Global Bond as if Definitive Bonds had been issuednames specified by the transferee and the original transferor shall be available at the offices of such transfer agent.

Definitive Bonds. 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 If (i) if DTC notifies (A) the Issuer advises the Indenture Trustee in writing that it is unwilling or unable to continue as depository in connection with the 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 DTC Clearing Agency is no longer so registered; 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, in at its sole discretionoption, instructs advises the Fiscal Agent Indenture Trustee in writing that a Global Security shall be so transferable and exchangeable; that, with respect to any Series, it elects to terminate the book-entry system through the Clearing Agency or (iii) upon request by DTC 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 Fiscal Agent, acting on direct or indirect instructions Holders of any beneficial owner of an interest in a Global Bonds, after an event of default entitling such Series requesting the holder same. Upon surrender to accelerate the stated maturity Indenture Trustee of the Global Bonds has occurred of such Series by the Clearing Agency accompanied by registration instructions from such Clearing Agency for registration, the Issuer shall execute, and is continuingthe Indenture Trustee shall authenticate and deliver, orDefinitive Bonds of such Series. None of the Issuer, if DTC does not promptly make that request, then any beneficial owner of an interest in such Global Bond the Securities Registrar or the Indenture Trustee shall be entitled 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 make such request obligations with respect to such interest. The Issuer Series imposed upon or to be performed by the Clearing Agency shall bear be deemed to be imposed upon and performed by the costs and expenses of printing or preparing any Definitive Bonds. The Fiscal Agent shall have at least 30 days from Indenture Trustee, to the date of its receipt of extent applicable with respect to such Definitive Bonds and registration information to authenticate and deliver such Definitive Bonds. Such the Indenture Trustee shall recognize the Holders of the 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 persons in whose names such Definitive Bonds are to be registeredHolders hereunder. The Definitive Bonds will be issued (i) only in fully registered form, (ii) without interest coupon, transferable and (iii) in exchangeable at the Authorized Denomination and integral multiples thereof. All Bonds represented by Definitive Bonds issued upon any such issuance in exchange for the Bonds represented by the Global Bonds shall be a valid obligation offices of the IssuerSecurities Registrar or, shall be entitled to the same benefits under this Agreement as the Global Bonds and shall be 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 respect of such 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 Definitive Bonds 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 entitled to pursue any remedy under the Fiscal Agency Agreement, the Global Bond or applicable law with respect to any Bonds on the portion Luxembourg Stock Exchange, at the offices of the Global Bond representing that owner’s interest transfer agent appointed pursuant to Section 3.02. With respect to any transfer of such listed Bonds, the new Definitive Bonds registered in the Global Bond as if Definitive Bonds had been issuednames specified by the transferee and the original transferor shall be available at the offices of such transfer agent.