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The Frankfurter Allgemeine Zeitung (German: [ˈfʁaŋkfʊɐ̯tɐ ʔalɡəˈmaɪnə ˈtsaɪtʊŋ], Frankfurt General Newspaper), abbreviated FAZ, is a centre-right, liberal-conservative German newspaper, founded in Editor: Werner D'Inka, Berthold Kohler, Jürgen Kaube, Holger Steltzner.

For its characteristic comment headings, a digital Fraktur font was ordered.

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The Frankfurter Allgemeine Zeitung (German: [ˈfʁaŋkfʊɐ̯tɐ ʔalɡəˈmaɪnə ˈtsaɪtʊŋ], Frankfurt General Newspaper), abbreviated FAZ, is a centre-right, liberal-conservative German newspaper, founded in Editor: Werner D'Inka, Berthold Kohler, Jürgen Kaube, Holger Steltzner.

There lay a fundamental fallacy behind this experiment: It was this belief, Rehberg argues, that sanctioned the frenzy of destruction behind the Revolution, the eagerness to abolish all the traditional political institutions of France.

Since the French radicals believed that the principles of reason mandate a specific kind of constitution, and since traditional French institutions were very far from that ideal, they held that these institutions are contrary to reason, so that it was obligatory to abolish them.

The chief fallacy behind revolutionary ideology, therefore, was its hyperrationalism , its belief that reason by itself dictates political practice. Hence Rehberg made it his chief business to expose this fallacy. In his many writings on the Revolution he argued emphatically and repeatedly that reason has no such powers. Although he accepted that pure reason does determine the general principles of morality, he denied that it is by itself sufficient to dictate political practice.

On their own, the general principles of reason are consistent with monarchy, democracy or aristocracy. Which form of government is best can be determined by experience alone, by seeing which laws have the greatest utility under specific circumstances.

It was one of Rehberg's central themes that the gap between theory and practice, between general principle and specific constitution, has to be bridged by judgment.

Judgment is the special faculty and province of the statesman. Its task is to determine how best to apply the principles of reason under specific circumstances. It should never be confused simply with reason, the intellectual power of determining general rules; for, as Kant taught in the first Kritik , [ 39 ] judgment is that faculty that determines the application of rules and therefore does not stand under any rule itself.

Judgment, however, is no easy task: Judgment is a faculty that improves with age and experience, and that sometimes requires technical expertise. The shortcoming of the French radicals is that they had underestimated judgment as they had overestimated reason. They assumed that each principle involves the criterion for its application, and that it should be applied in just one unique way, regardless of the circumstances.

Recognizing the role of judgment in politics means for Rehberg that another fundamental tenet of revolutionary ideology collapses: Rousseau and Kant are right to claim that reason is inalienable, and that each individual is sovereign in having the power and right to ascertain general moral principles. But this does not give them, Rehberg argued, the power and right to determine how to apply these principles in specific circumstances.

Since knowing how to apply these principles is a matter of judgment, and since judgment depends on experience and expertise, only a few qualified individuals will be able to determine the best form of a constitution and the laws of a country.

Hence, in these cases, the individual should alienate his powers of judgment to those who are more qualified. Rehberg's advocacy of the role of judgment in politics thus became the basis for his defense of elite rule. A central pillar of Rehberg's conservatism was his defense of tradition. The basis for that defense was, again, his critique of reason. Since reason by itself cannot determine the specific form of a constitution, it never lays down a mandate to abolish the established institutions of a country, and so it is permissible for the statesman to follow tradition.

Sometimes, Rehberg argued, it is not only permissable but also obligatory for the statesman to respect the traditions and established institutions of a country.

What our forefathers built grew out of the unique circumstances of the country, and it has gradually adapted to them; to abolish it would leave us nothing to build upon and make it necessary to create ex nihilo. Rehberg's defense of tradition and precedent went even further: No state could persist for long, he argued, if future generations did not take over the obligations of past generations, or if children did not assume the duties of their parents It was therefore a fundamental rule of civil society that children inherit the duties and responsibilities of their parents.

Rehberg knew that this was a somewhat harsh doctrine, because it would mean accepting inequalities from birth and aristocratic privileges; yet he insisted upon it all the same:. No state could exist for long if children and other heirs were not made to take the place where the deceased once stood.

Who would want to enter into commitments when the uncertain death of one of the committed parties released them of all obligations? Given Rehberg's critique of rationalism and his respect for tradition, his reaction to social contract doctrine should not be surprising. He condemned it in the sharpest terms. This doctrine not only assumed that every individual has the power to judge political affairs, but it also seemed to absolve him from all traditional responsibilities and obligations.

The social contract doctrine falsely holds, he argued, that we enter society and the state at will, as if we were born free and had some natural criterion by which to judge them; but we are born into society and the state, and the criteria by which we judge things are formed by them. We must give up the assumption, he insisted, that civil rights belong to people by nature; ranks and rights are inherited and depend upon the place in society into which we are born Rehberg saw the chief inspiration for French radicalism in the seductive and paradoxical writings of Jean Jacques Rousseau 6, It was Rousseau who first advanced the principle of the autonomy of reason, and who made reason alone the touchstone of political legitimacy.

His doctrine of the general will meant that every political principle should be tested in the light of reason, or according to what an ideally rational person would will. Rehberg found irresolvable ambiguities in Rousseau's doctrine, which, he claimed, made its application to the political world impossible.

Rousseau's distinction between the general will and the will of all made it clear that it was not possible to determine the general will simply by what people happen to want; the general will was understood by Rousseau to be a norm that determines what everyone ought to will.

But how is it possible to determine what everyone ought to will? And, more importantly, who is to determine it? Another source of revolutionary ideology that became the special target of Rehberg's wrath was physiocratic doctrine. Though this doctrine was often associated with absolutism, Rehberg still saw it as a basic influence on radical thinking. He especially disliked what he took to be the physiocrats' leading principle: If this were made the governing principle of civil society, he argued, then people would recognize no obligations other than to leave others alone; the whole culture of social virtue would disappear The physiocratic system also leads to materialism, he believed, because it values everything according to its utility, its ability to satisfy our basic needs.

People will regard themselves as machines, who work to eat and eat only to work more Since they show no immediate profit, there will be no point in developing our higher powers or in cultivating the arts In the late s, before his encounter with Reinhold, Rehberg took part in some of the heated debates surrounding Kant's critical philosophy.

He was both an admirer and critic of Kant. While he defended Kant against the polemics of the Wolffians, he also wrote a critical review of the second Kritik , which was widely read in his day. Rehberg realized that his case against revolutionary ideology could triumph only if he defeated Kant.

For Kant's ethical rationalism gave a strong philosophical foundation for the doctrines of Rousseau, which had been such an inspiration for the radicals in France. Some of Kant's basic concepts—the categorical imperative and moral autonomy— seemed post facto rationalization for Rousseau's social contract theory and republicanism. What was only a feeling or intuition in Rousseau became a concept or principle in Kant. He maintained that the principles of morality, which are determined by pure reason alone, are also binding in politics, and that pure reason provides the basis for a republican constitution involving the principles of liberty, equality and independence.

Kant's theses were a direct challenge to Rehberg, who had made the gap between theory and practice the leitmotif of his critique of the Revolution. Sooner or later, then, he would have to reckon with the sage of Königsberg. His reply to Kant duly appeared in the Berlinische Monatsschrift in February Rehberg began his essay by expressing his agreement with the basic principles of Kant's moral philosophy.

Unlike many opponents of Kant's moral theory, Rehberg was not an empiricist in ethics. He flatly denied that utility could settle matters of right, [ 44 ] and he held that the first principles of morality have to be established independent of experience, apart from any knowledge of the consequences of acting upon them.

Where Rehberg disagrees with Kant is in his attempt to establish specific moral and political maxims from the first principle of morality. Like many later critics of Kant, Rehberg maintains that the categorical imperative is a purely formal principle, insufficient to determine the content of our specific duties.

The categorical imperative amounts to nothing more than the general demand that our principles be universalizable, that they hold for everyone alike without exception, or that we treat like cases alike As such it provides a merely negative condition for accepting a moral principle; the problem is that it does not provide a positive criterion to distinguish between the many maxims that satisfy this condition.

The principle is still compatible with many different maxims, all of which are universalizable. But why is the categorical imperative such a formal principle? Why cannot it derive any of our more specific duties? Rehberg's argument here becomes somewhat blurred and confused. While his intention is to show that the categorical imperative is a purely formal principle, some of his arguments tend to demonstrate not its formality but the impossibility of acting according to it in the real empirical world.

It is one thing to show that the categorical imperative is not practical because it cannot determine specific duties; it is another thing to show that it is not practical because no one in the real world could act according to it, whether it derives specific duties or not.

All told, Rehberg's polemic against Kant is an extraordinary mixture of insight and confusion. We can best summarize it in the following points:. Rehberg's importance for the historicist tradition has long been appreciated by the few scholars who know him.

It is scarcely recognized, however, among scholars of historicism, who either ignore him or treat him in a footnote. Though Möser was the more original thinker, Rehberg had a better understanding of its relevance for the post-revolutionary era. It is surely a telling sign of Rehberg's significance for historicism that Friedrich Savigny, the founder of the historical school of law, had praised him repeatedly for his critique of the Code Napoleon , the French attempt to impose a rational constitution upon the Electorate of Hannover.

In sum, Rehberg's chief contribution to historicism was making it the antithesis to revolutionary ideology. We find in Rehberg some standard historicist tropes before they became widespread in the nineteenth century. Like Herder and Möser, he taught that each nation is an organic whole, a unique individual, which cannot be reduced down to the mere sum of its members.

Each nation has a singular and characteristic spirit Volksgeist , which pervades every aspect of its life, and which persists over the generations. This meant for Rehberg, as later historicists, that moral and political values are sui generis and incommensurable, so that we should not judge one nation or epoch by the values of another. Rehberg also shared some of Möser's skepticism about the natural law tradition, which attempted to formulate universal values or moral standards above all the changes of history.

What was new to Rehberg's historicism was his critique of reason. His skepticism regarding the practical powers of reason gave historicism a new firmer foundation, one deeper than that dug by Möser or Herder. The ultimate upshot of his skepticism, as we have seen, is that there is a gap between theory and practice, between reason and conduct, in the realms of morality and politics.

Since reason cannot lay down specific maxims for moral conduct, and since it cannot determine the specific form of a constitution, it proves to be a useless guide to moral and political action.

What fills the gap between theory and practice is, for Rehberg, nothing less than history. There are two senses in which this is the case. First, we determine the specific maxims of our moral conduct, or the proper political constitution for a country, only by judging their utility, by seeing how well they fit into their cultural context, which is the product of history.

Second, we sometimes have to lay aside utility and determine how to act by precedent and tradition, by learning the customs of a culture; but precedent, custom and tradition are also results of history. Both points show, Rehberg believes, that we are not completely free moral agents who simply choose to become part of a culture, and who choose principles of action based on pure reason alone; rather, we are born into our culture, which shapes our very identity, and which supplies the content for our principles.

We cannot escape our history because it makes us who we are. It is necessary to be precise, however, about the exact role played by history in Rehberg's philosophy. The historical strands of his thought have often been exaggerated, as if he completely rejected the natural law tradition and all rationalism in politics.

More exactly, his position is that natural law and practical reason are necessary, but not sufficient, for moral and political practice. History completes reason, but it does not replace it. This residual rationalism in Rehberg's political thought appears in some of his later articles on the historical school of law.

In this regard, Fichte's critique of Rehberg is unfair and misses the point. It is also important not to exaggerate Rehberg's traditionalism. His insistence on the indispenable role of tradition in political life was one of the characteristic features of his conservatism. It is important to add, though, that his faith in tradition was not that of a reactionary.

He never went so far as to hold that custom and tradition are sacred. He admitted, indeed insisted, that we should change custom and tradition if they become oppressive or inconvenient in changing circumstances. Life, Reputation, and Influences 2. Critique of the Revolution 5. Dispute with Kant 6.

Life, Reputation, and Influences In the few cases Rehberg has been recognized, his reputation has not been fairly assessed. Early Philosophy The basis of Rehberg's critique of the Revolution was his early philosophical views, which he developed from the late s to the early s. Political Convictions Rehberg formed his political convictions early, long before the Revolution. Critique of the Revolution Rehberg's critique of revolutionary ideology was based upon his general skepticism toward reason.

Rehberg knew that this was a somewhat harsh doctrine, because it would mean accepting inequalities from birth and aristocratic privileges; yet he insisted upon it all the same: Dispute with Kant In the late s, before his encounter with Reinhold, Rehberg took part in some of the heated debates surrounding Kant's critical philosophy.

We can best summarize it in the following points: If the categorical imperative is to derive any specific duties, it must tell us how to act in the empirical world. Yet pure reason can never determine a priori anything regarding the empirical world; hence the categorical imperative cannot determine any of our specific duties.

Thus, for Rehberg, the dualism between the a priori and a posteriori in Kant's philosophy entails that the first principle of morality must be formal Yet this argument seems to suppose that because the categorical imperative cannot derive the content of a principle—how we should act in specific circumstances—it cannot determine its form—whether it is obligatory, permissible or forbidden. Kant always recognized, however, that the particular content of a maxim has to be derived from experience.

All that must be derived a priori is its form. Hence on this score Rehberg's critique missed its mark. Kant is right to hold that the first principle of morality is that man ought to be treated as an end in himself. However, once we examine the presuppositions of this principle, it becomes clear that it is severely limited in its application to the real world. This principle presupposes that everyone has a physical body that is their exclusive possession, which they are the sole master of, and which cannot be used by others as means to their ends.

Yet such a presupposition is rarely, if ever, fulfilled in daily life. To preserve our bodies, it is sometimes necessary for people to use one another, to be means for one another's ends The Kantian principle of morality as an end in itself is true only for a nation of angels, but not for human beings in the real world who depend on one another to survive.

Each member of a state has rights of coercion in relation to others. This means that everyone should enjoy equal protection before the law; in other words, if you violate my rights I can prosecute you as you can prosecute me if I violate your rights.

Rehberg points out, however, that such a principle does not imply the radical view that everyone has equal rights; it entails only that everyone's rights must be equally respected, whatever the differences between them might be. The principle is indeed compatible with the greatest divergence in the extent and kind of rights Kant's principle of freedom — Everyone can seek happiness in their own manner as long as they do not interfere with a similar quest by others — applies to us only insofar as we are perfectly free beings who can live in complete independence of one another.

But we are not such beings, because we depend on others simply to survive. What should these relations of dependence be? Kant's principles offer no concrete guidance All these difficulties with Kant's moral theory show, Rehberg concluded, that there is a gap between theory and practice, morals and politics after all.

Kant's principles are either too general, so that they do not determine the specific maxims by which we should live, or they are too idealistic, incapable of application at all to the real world. If we are to determine our specific duties in the concrete world, and if we are to determine the best constitution for our country, we have no recourse but considerations of utility.

We have to consider the needs of people in specific circumstances to ascertain which laws and policies are most beneficial. In some cases, however, even utility does not work, because we will have to decide between policies where the utility is indeterminable, incommensurable or equally balanced. In these cases we have no choice but to act according to convention or tradition Rehberg and the Historicist Tradition Rehberg's importance for the historicist tradition has long been appreciated by the few scholars who know him.

Rehberg's Chief Works Sämmtliche Schriften. Planned to have four volumes, though only three appeared. Philosophische Gespräche über das Vergnügen. Ueber das Verhältnis der Metaphysik zu der Religion. Untersuchungen über die französische Revolution. Ueber den deutschen Adel. Ueber die Staatsverwaltung deutscher Länder und die Dienerschaft des Regenten. Ueber den Code Napoleon und dessen Einführung in Deutschland. Constitutionelle Phantasien eines alten Steuermannes im Sturme des Jahres Princeton University Press; pp.

Lessing, Kurt, , Rehberg und die französische Revolution , Freiburg: Mollenhauer, Karl, —05, A. Ritter, Gerhard, , Stein: Eine Politische Biographie , Berlin: Vogel, Ursula, , Konservative Kritik an der bürgerlichen Revolution: August Wilhelm Rehberg , Darmstadt: Academic Tools How to cite this entry.

Enhanced bibliography for this entry at PhilPapers , with links to its database. Other Internet Resources Rehberg, August. Open access to the SEP is made possible by a world-wide funding initiative. Mirror Sites View this site from another server: How to cite this entry.

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If we shall so direct, debt securities registered in our name or the name of any of our affiliates or subsidiaries shall not be included in the debt securities for redemption. The applicable prospectus supplement will specify the redemption price for the debt securities to be redeemed or the method of calculating such price , in each case in accordance with the terms and conditions of those debt securities.

Notice of redemption will be given to each holder of the debt securities to be redeemed not less than 30 nor more than 60 days prior to the date set for such redemption or within such period as otherwise specified as contemplated by the indenture for debt securities of a series. This notice will identify the debt securities to be. Table of Contents redeemed and will include the following information: By no later than New York City time on the redemption date, we will deposit or cause to be deposited with the trustee or with a paying agent or, if we are acting as our own paying agent with respect to the debt securities being redeemed, we will segregate and hold in trust as provided in the indenture an amount of money sufficient to pay the aggregate redemption price of, and except if the redemption date shall be an interest payment date or the debt securities of such series provide otherwise accrued interest on, all of the debt securities or the part thereof to be redeemed on that date.

On the redemption date, the redemption price will become due and payable upon all of the debt securities to be redeemed, and interest, if any, on the debt securities to be redeemed will cease to accrue from and after that date. Upon surrender of any such debt securities for redemption, we will pay those debt securities surrendered at the redemption price together, if applicable, with accrued interest to the redemption date.

If the redemption date is after a regular record date and on or prior to the applicable interest payment date, the accrued and unpaid interest shall be payable to the holder of the redeemed securities registered on the relevant regular record date.

Any debt securities to be redeemed only in part must be surrendered at the office or agency established by us for such purpose, and we will execute, and the trustee will authenticate and deliver to a holder without service charge, new debt securities of the same series and of like tenor, of any authorized denominations as requested by that holder, in a principal amount equal to and in exchange for the unredeemed portion of the debt securities that holder surrenders. If specified in the applicable prospectus supplement, the holders of the debt securities of a series will have the option to elect repayment of those debt securities by us prior to the stated maturity of the debt securities of that series at time or times and subject to the conditions specified in the applicable prospectus supplement.

If the holders of those debt securities have that option, the applicable prospectus supplement will specify the optional repayment date or dates on which the debt security may be repaid and the optional repayment price, or the method by which such price will be determined. Except as otherwise may be provided by the terms of the debt securities, any tender of a debt security by the holder for repayment will be irrevocable unless waived by us.

Any repayment option of a holder may be exercised by the holder of debt securities for less than the entire principal amount of the debt security; provided that the principal amount of the debt security remaining outstanding after repayment will be an authorized denomination.

Upon such partial repayment, the debt securities will be canceled and new debt securities for the remaining principal amount will be issued in the name of the holder of the repaid debt securities.

In order to ensure that the depository or its nominee will timely exercise a right to repayment relating to a particular debt security, the beneficial owner of the debt security must instruct the broker or other direct or indirect participant in the depository through which it holds an interest in the debt security to notify the depository of its desire to exercise a right to repayment by the appropriate cut-off time for notifying the participant.

Different firms have different cut-off times for accepting instructions from their customers. Accordingly, you should consult the broker or other direct or indirect participant through which you hold an interest in a debt security in order to ascertain the cut-off time by which such an instruction must be given for timely notice to be delivered to the appropriate depository.

Table of Contents Payment and Transfer or Exchange. Payment of principal of and premium, if any, and interest on a global security registered in the name of or held by The Depository Trust Company, or DTC, or its nominee will be made in immediately available funds to DTC or its nominee, as the case may be, as the registered holder of such global security. If any of the debt securities is no longer represented by a global security, payment of interest on certificated debt securities in definitive form may, at our option, be made by check mailed directly to holders at their registered addresses.

A holder may transfer or exchange any certificated debt securities in definitive form at the same location given in the preceding paragraph. No service charge will be made for any registration of transfer or exchange of debt securities, but we may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge payable in connection therewith.

We are not required to transfer or exchange any debt security selected for redemption for a period of 15 days before mailing of a notice of redemption of the debt security to be redeemed. The registered holder of a debt security will be treated as the owner of it for all purposes. All amounts of principal of and premium, if any, or interest on the debt securities paid by us that remain unclaimed two years after such payment was due and payable will be repaid to us, and the holders of such debt securities will thereafter look solely to us for payment.

The indenture sets forth limited covenants that will apply to each series of debt securities issued under the indenture, unless otherwise specified in the applicable prospectus supplement. However, these covenants do not, among other things: Consolidation, Merger and Sale of Assets. The indenture provides that we may consolidate with or merge with or into any other person, and may sell, transfer, or lease or convey all or substantially all of our properties and assets to another person; provided that the following conditions are satisfied: If we consolidate or merge with or into any other person or sell, transfer, lease or convey all or substantially all of our properties and assets in accordance with the indenture, the Successor will be substituted for us in the indenture, with the same effect as if it had been an original party to the indenture.

As a result, the Successor may exercise our rights and powers under the indenture, and we will be released from all our liabilities and obligations under the indenture and under the debt securities. Holders should consult their own tax advisors regarding the tax consequences of any such substitution. Table of Contents 5 a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately.

If an event of default relating to certain events of bankruptcy, insolvency, or reorganization of us occurs and is continuing, the principal of and premium, if any, and accrued and unpaid interest on the debt securities of such series will become and be immediately due and payable without any declaration or other act on the part of the trustee or any holders. The holders of not less than a majority in aggregate principal amount of the outstanding debt securities of any series may rescind a declaration of acceleration and its consequences, if we have deposited certain sums with the trustee and all events of default with respect to the debt securities of such series, other than the non-payment of the principal or interest which have become due solely by such acceleration, have been cured or waived, as provided in the indenture.

An event of default for a particular series of debt securities does not necessarily constitute an event of default for any other series of debt securities issued under the indenture. We are required to furnish the trustee annually within days after the end of our fiscal year a statement by one of our officers to the effect that, to the best knowledge of such officer, we are not in default in the fulfillment of any of our obligations under the indenture or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof.

No holder of any debt securities of any series will have any right to institute any judicial or other proceeding with respect to the indenture, or for the appointment of a receiver or trustee, or for any other remedy unless: Table of Contents 5 no direction inconsistent with such written request has been given for 60 days by the holders of a majority in aggregate principal amount of the outstanding debt securities of such series.

The holders of a majority in aggregate principal amount of outstanding debt securities of a series will have the right, subject to certain limitations, to direct the time, method and place of conducting any proceeding for any remedy available to the trustee with respect to the debt securities of that series or exercising any trust or power conferred to the trustee, and to waive certain defaults.

Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any of the holders of the debt securities of a series unless they will have offered to the trustee security or indemnity satisfactory to the trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request. Notwithstanding the foregoing, the holder of any debt security will have an absolute and unconditional right to receive payment of the principal of and premium, if any, and interest on that debt security on or after the due dates expressed in that debt security and to institute suit for the enforcement of payment.

Modification and amendments of the indenture and the debt securities of any series may be made by us and the trustee with the consent of the holders of not less than a majority in aggregate principal amount of the outstanding debt securities of that series affected thereby; provided, however, that no such modification or amendment may, without the consent of the holder of each outstanding debt security of that series affected thereby: Table of Contents We and the trustee may, without the consent of any holders, modify or amend the terms of the indenture and the debt securities of any series with respect to the following: The holders of at least a majority in aggregate principal amount of the outstanding debt securities of any series may, on behalf of the holders of all debt securities of that series, waive compliance by us with certain restrictive provisions of the indenture.

Upon any such waiver, such default will cease to exist, and any event of default arising therefrom will be deemed to have been cured, for every purpose of the indenture; however, no such waiver will extend to any subsequent or other default or event of default or impair any rights consequent thereon.

We may discharge certain obligations to holders of the debt securities of a series that have not already been delivered to the trustee for cancellation and that either have become due and payable or will become due and payable within one year or scheduled for redemption within one year by depositing with the trustee, in trust, funds in U.

We may direct the trustee to invest such funds in U. Treasury securities with a maturity of one year or less or in a money market fund that invests solely in short-term U. Legal defeasance or covenant defeasance, as the case may be, will be conditioned upon, among other things, the irrevocable deposit by us with the trustee, in trust, of an amount in U.

If we effect covenant defeasance with respect to the debt securities of any series, the amount in U. However, we would remain liable to make payment of such amounts due at the time of acceleration. We will be required to deliver to the trustee an opinion of counsel that the deposit and related defeasance will not cause the holders and beneficial owners of the debt securities of that series to recognize income, gain or loss for federal income tax purposes. If we elect legal defeasance, that opinion of counsel must be based upon a ruling from the U.

Internal Revenue Service or a change in law to that effect. We may exercise our legal defeasance option notwithstanding our prior exercise of our covenant defeasance option. Same-Day Settlement and Payment. Unless otherwise provided in the applicable prospectus supplement, the debt securities will trade in the same-day funds settlement system of DTC until maturity or until we issue the debt securities in certificated form.

DTC will therefore require secondary market trading activity in the debt securities to settle in immediately available funds. We can give no assurance as to the effect, if any, of settlement in immediately available funds on trading activity in the debt securities. Except in the limited circumstances described below, holders of debt securities represented by interests in a global security will not be entitled to receive their debt securities in fully registered certificated form.

DTC has advised us as follows: Ownership of Beneficial Interests. Upon the issuance of each global security, DTC will credit, on its book-entry registration and transfer system, the respective principal amount of the individual beneficial interests represented by the global security to the accounts of participants.

Ownership of beneficial interests in each global security will be limited to participants or persons that may hold interests through participants. So long as DTC or its nominee is the registered holder and owner of a global security, DTC or such nominee, as the case may be, will be considered the sole legal owner of the debt security represented by the global security for all purposes under the indenture, the debt securities and applicable law.

Except as set forth below, owners of beneficial interests in a global security will not be entitled to receive certificated debt securities and will not be considered to be the owners or holders of any debt securities represented by the global security. We understand that under existing industry practice, in the event an owner of a beneficial interest in a global security desires to take any actions that DTC, as the holder of the global security, is entitled to take, DTC would authorize the participants to take such action, and that participants would authorize beneficial owners owning through such participants to take such action or would otherwise act upon the instructions of beneficial owners owning through them.

Because DTC can only act on behalf of participants, who in turn act on behalf of others, the ability of a person having a beneficial interest in a global security to pledge that interest to persons that do not participate in the DTC system, or otherwise to take actions in respect of that interest, may be impaired by the lack of a physical certificate representing that interest.

All payments on the debt securities represented by a global security registered in the name of and held by DTC or its nominee will be made to DTC or its nominee, as the case may be, as the registered owner and holder of the global security.

We also expect that payments by participants to owners of beneficial interests in the global security held through such participants will be governed by standing instructions and customary practices as is now the.

Table of Contents case with securities held for accounts for customers registered in the names of nominees for such customers. These payments, however, will be the responsibility of such participants and indirect participants, and neither we, the trustee nor any paying agent will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in any global security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests or for any other aspect of the relationship between DTC and its participants or the relationship between such participants and the owners of beneficial interests in the global security.

Transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules and will be settled in same-day funds. We expect that DTC will take any action permitted to be taken by a holder of debt securities only at the direction of one or more participants to whose account the DTC interests in a global security are credited and only in respect of such portion of the aggregate principal amount of the debt securities as to which such participant or participants has or have given such direction.

However, if there is an event of default under the debt securities, DTC will exchange each global security for certificated debt securities, which it will distribute to its participants.

Although we expect that DTC will agree to the foregoing procedures in order to facilitate transfers of interests in each global security among participants of DTC, DTC is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time.

None of we, the underwriters or the trustee will have any responsibility for the performance or nonperformance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations. The indenture provides that the global securities will be exchanged for debt securities in certificated form of like tenor and of an equal principal amount, in authorized denominations in the following limited circumstances: These certificated debt securities will be registered in such name or names as DTC will instruct the trustee.

It is expected that such instructions may be based upon directions received by DTC from participants with respect to ownership of beneficial interests in global securities. Table of Contents Payments, deliveries, transfers, exchanges, notices and other matters relating to the debt securities made through Euroclear or Clearstream must comply with the rules and procedures of those systems. Those systems could change their rules and procedures at any time. We have no control over those systems or their participants, and we take no responsibility for their activities.

Investors will be able to make and receive through Euroclear and Clearstream payments, deliveries, transfers, exchanges, notices and other transactions involving any securities held through those systems only on days when those systems are open for business.