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 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)(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)(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 book-entry Securities of a Series delivered to the Common Depositary for the benefit of EUROCLEAREuroclear and Clearstream, CLEARSTREAM or Clearing SystemLuxembourg, except as otherwise may be provided in the AuthorizationAuthorization for Securities of such Series. 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” General Terms and “Instructions to ParticipantsConditions” of CLEARSTREAMClearstream, and such other procedures and conditions applicable to any Clearing SystemLuxembourg, respectively, shall be applicable to definitive bearer global Securities and definitive registered global book-entry Securities of a Series delivered to the Common Depositary for the benefit of EUROCLEAREuroclear and Clearstream, CLEARSTREAM or Clearing SystemLuxembourg. Account holders or participants in EUROCLEAREuroclear and Clearstream, CLEARSTREAM or Clearing System Luxembourg shall have no rights under this Fiscal Agency Agreement with respect to any such definitive bearer global Securities or definitive registered global book-entry 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 EUROCLEAREuroclear and Clearstream, CLEARSTREAM Luxembourg for credit to the respective accounts of such account holders or Clearing System, participants and the such Common Depositary or such nominee may be treated by the IssuerMexico, the Fiscal Agent and any agent of the Issuer Mexico or the Fiscal Agent as the owner of any such definitive bearer global Securities or definitive registered global book-entry Securities for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerMexico, the Fiscal Agent or any agent of the Issuer Mexico or the Fiscal Agent from giving effect to any written certificatecertification, proxy or other authorization furnished by the Common Depositary Depositary, or impair, as between the Common Depositary Depositary, Euroclear or Clearstream, Luxembourg and its their respective 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 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. 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.