Common use of Issuance of Definitive Notes Clause in Contracts

Issuance of Definitive Notes. (a) A Global Note deposited with the Depository or with the Securities Custodian pursuant to Section 1.02 shall be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.03 and (i) the Depository notifies the Companies that it is unwilling or unable to continue as Depository for such Global Note or if at any time such Depository ceases to be a "clearing agency" registered under the Exchange Act and a successor depositary is not appointed by the Companies within 90 days of such notice, (ii) an Event of Default has occurred and is continuing or (iii) the Companies, in their sole discretion, notify the Trustee in writing that they elect to cause the issuance of Definitive Notes under this First Supplemental Indenture. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.09 shall be surrendered by the Depository to the Trustee located in New York, New York, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.09 shall be executed, authenticated and delivered only in denominations of $1,000 and any integral multiple thereof and registered in such names as the Depository shall direct. Any Definitive Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.05, bear the restricted notes legend set forth in Exhibit A hereto. (c) Subject to the provisions of this Section 2.09, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this First Supplemental Indenture or the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.09(a), the Companies will promptly make available to the Trustee a reasonable supply of Definitive Notes in definitive, fully registered form without interest coupons.

Issuance of Definitive Notes. (a) A Global Note deposited with the Depository or with the Securities Custodian pursuant to Section 1.02 shall be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.03 and If (i) the Depository DTC notifies the Companies Trustee in writing that it is unwilling or unable to continue as Depository the depository for such a Global Note Note, or if at any time such Depository that it ceases to be a "“clearing agency" ” registered under the Exchange Act Act, and (ii) the Issuer is unable to locate a qualified successor depositary is not appointed by the Companies depository within 90 days of such notice, (ii) an Event of Default has occurred and is continuing or (iii) the Companies, in their sole discretion, notify then the Trustee in writing that they elect to cause shall notify all applicable Holders, through DTC, of the issuance occurrence of any such event and of the availability of Definitive Notes under this First Supplemental Indentureto beneficial owners. (b) Any Upon the giving of such notice and the surrender of the Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.09 shall be surrendered Notes by the Depository to the Trustee located in New YorkDTC, New Yorkaccompanied by registration instructions, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of deliver Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.09 (which shall be executedin definitive, authenticated and delivered only in denominations of $1,000 and any integral multiple thereof and registered in such names as the Depository shall direct. Any Definitive Note delivered in exchange fully registered, non-global form without interest coupons) for an interest in the Global Note shall, except as otherwise provided by Section 2.05, bear the restricted notes legend set forth in Exhibit A heretoNotes. (c) Subject If Definitive Notes are to be issued in accordance with this ‎Section 2.8, then the provisions of this Section 2.09, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this First Supplemental Indenture or the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.09(a), the Companies will Issuer shall promptly make available to the Trustee a reasonable supply of Definitive Notes. (d) Unless counsel to the Issuer determines otherwise in accordance with Applicable Law and the procedures set forth in ‎Section 2.7(b), any such Definitive Notes shall bear the appropriate transfer-restriction legends. In addition, in definitivethe event that the Global Note(s) is exchanged for Definitive Notes, fully registered an announcement of such exchange will be made by or on behalf of the Issuer through the SGX-ST. (e) Such announcement will include all material information with respect to the delivery of the Definitive Notes including details of the paying agent and listing agent in Singapore. (f) Until Definitive Notes are ready for delivery, the Issuer may prepare and, upon receipt of written instructions by the Issuer, the Trustee shall authenticate temporary Notes. (g) Temporary Notes shall be substantially in the form without interest couponsof Definitive Notes but may have variations that the Issuer considers appropriate for temporary Notes.

Issuance of Definitive Notes. If (a) A Global Note deposited with the Depository or with the Securities Custodian pursuant to Section 1.02 shall be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.03 and (i) the Depository DTC notifies the Companies Indenture Trustee in writing that it is unwilling or is unable to continue as Depository the depositary for such a Global Note Note, or if at any time such Depository that it ceases to be a "“clearing agency" ” registered under the Exchange Act Act, and (b) the SPC and the Indenture Trustee are unable to locate a qualified successor depositary is not appointed by the Companies within 90 days of such notice, (ii) an Event of Default has occurred and is continuing or (iii) then the Companies, in their sole discretion, notify the Trustee in writing that they elect to cause the issuance of Definitive Notes under this First Supplemental Indenture. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.09 shall be surrendered by the Depository to the Trustee located in New York, New York, to be so transferred, in whole or from time to time in part, without charge, and the Indenture Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.09 shall be executed, authenticated and delivered only in denominations of $1,000 and any integral multiple thereof and registered in such names as the Depository shall direct. Any Definitive Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.05, bear the restricted notes legend set forth in Exhibit A hereto. (c) Subject to the provisions of this Section 2.09, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this First Supplemental Indenture or the Indenture or the Notes. (d) In the event notify all applicable Series 2006-1 Noteholders of the occurrence of any such event and of the events specified in Section 2.09(a)availability of Definitive Notes to Series 2006-1 Note Owners. Upon the giving of such notice and the surrender of the Global Notes by DTC, accompanied by registration instructions, the Companies will SPC shall issue Definitive Notes (which shall be in definitive, fully registered, non-global form without interest coupons) for the Series 2006-1 Notes. Upon issuance of Definitive Notes in accordance with this Section, the Indenture Trustee shall recognize the holders of the Definitive Notes as Series 2006-1 Noteholders hereunder. If Definitive Notes are to be issued in accordance with this Section, then the SPC shall promptly make available to the Indenture Trustee a reasonable sufficient supply of Definitive Notes. Unless counsel to the SPC and the Indenture Trustee determines otherwise in accordance with Applicable Law and the procedures set forth in Section 2.6(b), any such Definitive Notes in definitive, fully registered form without interest couponsshall bear the appropriate no-transfer legend.

Issuance of Definitive Notes. (a) A So long as a common depositary for Euroclear and Clearstream holds the Global Note deposited with the Depository or with the Securities Custodian pursuant to Section 1.02 shall be transferred respect to the beneficial owners thereof in 2015 Notes or the form of Definitive 2023 Notes (as applicable), such Global Note will not be exchangeable for Notes in an aggregate principal amount equal to definitive form (“Definitive Notes”) unless (and in such case, as a whole and not in part): • Euroclear and Clearstream notify the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.03 and (i) the Depository notifies the Companies Fiscal Agent that it is unwilling or unable to continue to act as Depository depositary for such Global Note or if at any time such Depository ceases to be a "clearing agency" registered under the Exchange Act Notes and a successor depositary is not appointed within 120 days; • both Euroclear and Clearstream are closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business; • the Companies within 90 days non-payment when due of such noticeamounts payable on the Notes (whether, (iiin each case, on account of interest payments, redemption amounts or otherwise) an Event of Default has shall have occurred and is be continuing for 30 days; or (iii) • at any time the Companies, Company determines in their its sole discretion, notify discretion that the Trustee in writing that they elect to cause the issuance of Global Notes should be exchanged for Definitive Notes under this First Supplemental Indenture. (b) Any Global Note that is transferable to in registered form. Definitive Notes will be issued in registered form only. To the beneficial owners thereof pursuant to this Section 2.09 extent permitted by law, the Company, the Guarantor, the Fiscal Agent and any Paying Agent shall be surrendered by entitled to treat the Depository to the Trustee located person in New York, New York, to be so transferred, whose name any Definitive Note is registered as its absolute owner. If Definitive Notes are issued in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such exchange for a Global Note, an equal aggregate principal amount the depositary, as holder of Definitive Notes the Global Note, will surrender the Global Note, the book entries reflecting the ownership of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.09 shall be executed, authenticated and delivered only in denominations of $1,000 and any integral multiple thereof and registered in such names as the Depository shall direct. Any Definitive Note delivered in exchange for an interest beneficial interests in the Global Note shallof direct and indirect participants in Euroclear and Clearstream will be cancelled, except as otherwise provided by Section 2.05, bear the restricted notes legend set forth in Exhibit A hereto. (c) Subject and Definitive Notes will be distributed to the provisions holders of this Section 2.09the Notes against receipt from each such holder, if applicable, of a certification on Internal Revenue Service Form W-8BEN or Form W-8ECI, as applicable, under penalty of perjury that it is not a United States Person and/or such other certification as may then be required under the United States tax laws to evidence such holder’s entitlement to an exemption from United States federal withholding tax. Upon registration of any such issuance of a Definitive Note for which the holder has not provided such tax certification, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this First Supplemental Indenture or registrar shall promptly notify the Indenture or the Notes. (d) In the event of the occurrence Company of any of such issuance and provide such information as the events specified in Section 2.09(a), the Companies will promptly make available to the Trustee a reasonable supply of Definitive Notes in definitive, fully registered form without interest couponsCompany shall request so that it may comply with its obligations under Condition 8 and United States tax laws.

Issuance of Definitive Notes. (a) A Global Note deposited with the Depository or with the Securities Custodian pursuant to Section 1.02 shall be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.03 and If: (i) the Depository DTC (or its replacement(s) pursuant to this Section 2.12) notifies the Companies Indenture Trustee in writing (with a copy to the Company) that it is unwilling or unable to continue as Depository the depositary for such a Global Note or if at any time such Depository that it ceases to be a "“clearing agency" ” registered under the Exchange Act Act, and (ii) the Company is unable to locate a qualified successor depositary is not appointed by the Companies as a clearing agency within 90 days of the Indenture Trustee’s receipt of such notice, then the Company shall send a notice to DTC (iior such successor) an Event for further delivery by DTC (or such successor) to the Beneficial Owners holding interests in the Notes through DTC (or such successor) of Default has occurred the occurrence of any such event and is continuing or (iii) of the Companies, in their sole discretion, notify the Trustee in writing that they elect to cause the issuance availability of Definitive Notes under to such Beneficial Owners. Upon the giving of such notice and the surrender of the Global Notes by DTC (or its replacement(s) pursuant to this First Supplemental Indentureparagraph) accompanied by registration instructions, the Company shall issue and the Indenture Trustee shall authenticate Definitive Notes (which shall be in definitive, fully registered, non-global form without interest coupons) to replace such Global Note and the Indenture Trustee shall instruct the Indenture Trustee’s Representative in Argentina so to update the Register (upon receipt of which instruction the Indenture Trustee’s Representative in Argentina shall so update the Register). (b) Any Global Note that is transferable In addition to Section 2.12(a), at any time during the existence of a Default, any Beneficial Owner may, by delivery of direction to the beneficial owners thereof Indenture Trustee through DTC (or its replacement(s) pursuant to this Section 2.09 2.12(a)), request the delivery of a Definitive Note with respect to all or any portion of the beneficial interests in the Notes owned by such Beneficial Owner. Any such direction must be accompanied by related registration instructions and the surrender of the applicable Global Note. Upon receipt of such direction and Global Note: (i) the Indenture Trustee shall request the Company to issue Definitive Notes (which shall be surrendered by in definitive, fully registered, non-global form without interest coupons) to such Beneficial Owner in an amount equal to such beneficial interests in the Depository Notes (which Notes the Company shall promptly deliver to the Indenture Trustee located in New Yorkfor authentication and delivery to the applicable Beneficial Owner)), New York(ii) to the extent that any principal will still be held by DTC (or its replacement(s) pursuant to Section 2.12(a)) or their/its nominee, to be so transferred, in whole or from time to time in part, without charge, and the Indenture Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of deliver a new Global Note transferred pursuant to this Section 2.09 DTC (or such replacement(s) or nominee) for such amount, and (iii) the Indenture Trustee shall be executed, authenticated and delivered only in denominations of $1,000 and any integral multiple thereof and registered in such names as instruct the Depository shall direct. Any Definitive Note delivered in exchange for an interest in Argentine Collateral Trustee to revise the Global Note shall, except as otherwise provided by Section 2.05, bear the restricted notes legend set forth in Exhibit A heretoRegister accordingly. (c) Subject Upon issuance of Definitive Notes in accordance with this Section, all references to obligations imposed upon or to be performed by DTC (or its replacement(s) pursuant to Section 2.12(a)) shall be deemed to be imposed upon and performed by the Indenture Trustee, to the provisions extent applicable with respect to such Definitive Notes, and the Indenture Trustee shall recognize the holders of the Definitive Notes as Noteholders hereunder. If Definitive Notes are to be issued in accordance with this Section 2.092.12, then the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this First Supplemental Indenture or the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.09(a), the Companies will Company shall promptly make available to the Indenture Trustee a reasonable supply of Definitive Notes. Unless counsel to the Company provides an Opinion of Counsel that it is not necessary in accordance with Applicable Law and the procedures set forth in Section 2.11(b), any such Definitive Notes in definitive, fully registered form without interest couponsshall bear the appropriate transfer-restriction legends.

Issuance of Definitive Notes. If (a) A Global Note deposited with the Depository or with the Securities Custodian pursuant to Section 1.02 shall be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.03 and (i) the Depository DTC notifies the Companies Trustee in writing that it is unwilling or unable to continue as Depository the depositary for such a Global Note Note, or if at any time such Depository that it ceases to be a "“clearing agency" ” registered under the Exchange Act at a time when DTC is required to be so registered in order to act as depository, and in each case the Issuer fails to appoint a successor depositary is not appointed by the Companies within 90 days of such notice, or (iib) there shall have occurred and be continuing an Event of Default has occurred and is continuing or (iii) the Companies, in their sole discretion, notify the Trustee in writing that they elect to cause the issuance of Definitive Notes under this First Supplemental Indenture. (b) Any Global Note that is transferable with respect to the beneficial owners thereof pursuant to this Section 2.09 shall be surrendered by Notes and a majority of the Depository to Holders of the Trustee located in New YorkNotes so request, New York, to be so transferred, in whole or from time to time in part, without charge, and then the Trustee shall authenticate and delivernotify all applicable Holders, upon such transfer of each portion of such Global Notethrough DTC, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.09 shall be executed, authenticated and delivered only in denominations of $1,000 and any integral multiple thereof and registered in such names as the Depository shall direct. Any Definitive Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.05, bear the restricted notes legend set forth in Exhibit A hereto. (c) Subject to the provisions of this Section 2.09, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this First Supplemental Indenture or the Indenture or the Notes. (d) In the event of the occurrence of any such event and of the events specified in Section 2.09(a)availability of Definitive Notes to Beneficial Owners. Upon the giving of such notice and the surrender of the Global Notes by DTC, accompanied by registration instructions, the Companies will Trustee shall deliver Definitive Notes (which shall be in definitive, fully registered, non-global form without interest coupons) for the Global Notes. If Definitive Notes are to be issued in accordance with this Section 2.8, then the Issuer shall promptly make available to the Trustee a reasonable supply of Definitive Notes. Unless counsel to the Issuer determines otherwise in accordance with Applicable Law and the procedures set forth in Section 2.7(b), any such Definitive Notes shall bear the appropriate transfer-restriction legends. Until Definitive Notes are ready for delivery, the Issuer may prepare and, upon receipt of an Authentication Order and an Officer’s Certificate, and subject to the conditions in definitiveSection 12.10, fully registered the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form without interest couponsof Definitive Notes but may have variations that the Issuer considers appropriate for temporary Notes. Without unreasonable delay, the Issuer shall prepare and, upon receipt of written instructions by the Issuer and an Officer’s Certificate, the Trustee shall authenticate Definitive Notes and deliver them in exchange for temporary Notes. Until so exchanged, the Holders of temporary Notes shall have all of the rights and obligations under this Indenture as Holders of Definitive Notes.

Issuance of Definitive Notes. If (a) A Global Note deposited with the Depository Issuer or with the Securities Custodian pursuant to Section 1.02 shall be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.03 and (i) the Depository DTC notifies the Companies Trustee in writing that it DTC is unwilling or unable to continue as Depository the depository for such a Global Note Note, or if at any time such Depository that it ceases to be registered as a "“clearing agency" registered ” under the Exchange Act and the Issuer is unable to appoint a qualified successor depositary is not appointed by the Companies depository within 90 days of such notice, ; or (iib) an Event of Default has occurred and is continuing or (iii) the Companies, in their sole discretion, notify the Trustee in writing that they elect to cause the issuance of Definitive Notes under this First Supplemental Indenture. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.09 shall be surrendered by the Depository to the Trustee located in New York, New York, to be so transferred, in whole or from time to time in part, without charge, and the Trustee has received a request from DTC to issue Definitive Notes, then the Trustee shall authenticate and delivernotify all applicable Holders, upon such transfer of each portion of such Global Notethrough DTC, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.09 shall be executed, authenticated and delivered only in denominations of $1,000 and any integral multiple thereof and registered in such names as the Depository shall direct. Any Definitive Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.05, bear the restricted notes legend set forth in Exhibit A hereto. (c) Subject to the provisions of this Section 2.09, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this First Supplemental Indenture or the Indenture or the Notes. (d) In the event of the occurrence of any such event and of the events specified in Section 2.09(a)availability of Definitive Notes to Beneficial Owners. Upon the giving of such notice and the surrender of the Global Notes by DTC, accompanied by registration instructions, the Companies will Issuer shall issue and the Trustee shall deliver Definitive Notes (which shall be in definitive, fully registered, non-global form without interest coupons) for the Global Notes. If Definitive Notes are to be issued in accordance with this Section 2.8, then the Issuer shall promptly make available to the Trustee a reasonable supply of Definitive Notes. Unless counsel to the Issuer determines otherwise in accordance with Applicable Law and the procedures set forth in Section 2.7(b), any such Definitive Notes shall bear the appropriate transfer-restriction legends. Until Definitive Notes are ready for delivery, the Issuer may prepare and, upon receipt of written instructions by the Issuer, the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in definitivethe form of Definitive Notes but may have variations that the Issuer considers appropriate for temporary Notes. Without unreasonable delay, fully registered form without interest couponsthe Issuer shall prepare and, upon receipt of written instructions by the Issuer, the Trustee shall authenticate Definitive Notes and deliver them in exchange for temporary Notes. Until so exchanged, the Holders of temporary Notes shall have all of the rights and obligations under this Indenture as Holders of Definitive Notes.

Issuance of Definitive Notes. (a) A Global Note deposited with the Depository or with the Securities Custodian pursuant to Section 1.02 shall be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.03 and (i) the Depository notifies the Companies Company that it is unwilling or unable to continue as Depository for such Global Note or if at any time such Depository ceases to be a "clearing agency" registered under the Exchange Act and a successor depositary is not appointed by the Companies Company within 90 days of such notice, (ii) an Event of Default has occurred and is continuing or (iii) the CompaniesCompany, in their its sole discretion, notify notifies the Trustee in writing that they elect it elects to cause the issuance of Definitive Notes under this First Supplemental Indenture. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.09 shall be surrendered by the Depository to the Trustee located in New York, New York, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.09 shall be executed, authenticated and delivered only in denominations of $1,000 and any integral multiple thereof and registered in such names as the Depository shall direct. Any Definitive Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.05, bear the restricted notes legend set forth in Exhibit A hereto. (c) Subject to the provisions of this Section 2.09, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this First Supplemental Indenture or the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.09(a), the Companies Company will promptly make available to the Trustee a reasonable supply of Definitive Notes in definitive, fully registered form without interest coupons.