Common use of Book-Entry Provisions of Senior Notes Clause in Contracts

Book-Entry Provisions of Senior Notes. This Section 2.1(b) shall apply only to a Global Senior Security deposited with or on behalf of the Common Depositary. The Issuers shall execute and the Trustee or authentication agent shall, in accordance with this Section 2.1(b), authenticate and deliver initially two Rule 144A Global Senior Securities in respect of the Senior Notes and one Regulation S Global Senior Security in respect of the Senior Notes, in each case that (a) shall be registered in the name of Cede & Co., as nominee of DTC and (b) shall be delivered by the Trustee or authentication agent to the custodian for DTC or pursuant to such custodian’s instructions. Members of, or participants in, DTC (“Agent Members”) shall have no rights under the Senior Notes Indenture with respect to any Global Senior Security held on their behalf by the custodian of DTC or the Common Depositary, as applicable, or under such Global Senior Security, and the Issuers, the Trustee and any agent of the Issuers or the Trustee shall treat such custodian and the Common Depositary or their nominees, as applicable, as the absolute owner of such Global Senior Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and their Agent Members, the operation of customary practices of such governing the exercise of the rights of a holder of a beneficial interest in any Global Senior Security.

Book-Entry Provisions of Senior Notes. This Section 2.1(b) shall apply only to a Global Senior Security deposited with or on behalf of the Common Depositary. The Issuers shall execute and the Trustee or authentication agent shall, in accordance with this Section 2.1(b), authenticate and deliver initially two Rule 144A Global Senior Securities in respect of the Senior Notes and one Regulation S Global Senior Security in respect of the Senior Notes, in each case that (a) shall be registered in the name of Cede & Co., as nominee of DTC and (b) shall be delivered by the Trustee or authentication agent to the custodian for DTC or pursuant to such custodian’s instructions. Members of, or participants in, DTC (“Agent Members”) shall have no rights under the Senior Notes Indenture with respect to any Global Senior Security held on their behalf by the custodian of DTC or the Common Depositary, as applicable, or under such Global Senior Security, and the Issuers, the Trustee and any agent of the Issuers or the Trustee shall treat such custodian and the Common Depositary or their nominees, as applicable, as the absolute owner of such Global Senior Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and their its Agent Members, the operation of customary practices of such governing the exercise of the rights of a holder of a beneficial interest in any Global Senior Security.

Book-Entry Provisions of Senior Notes. This Section 2.1(b) shall apply only to a Global Senior Security deposited with or on behalf of the Common Depositary. The Issuers shall execute and the Trustee or authentication agent shall, in accordance with this Section 2.1(b), authenticate and deliver initially two three Rule 144A Global Senior Securities in respect of the Senior Notes and one Regulation S Global Senior Security in respect of the Senior Notes, in each case that (a) shall be registered in the name of Cede & Co., as nominee of DTC and (b) shall be delivered by the Trustee or authentication agent to the custodian for DTC or pursuant to such custodian’s instructions. Members of, or participants in, DTC (“Agent Members”) shall have no rights under the Senior Notes Indenture with respect to any Global Senior Security held on their behalf by the custodian of DTC or the Common Depositary, as applicable, or under such Global Senior Security, and the Issuers, the Trustee and any agent of the Issuers or the Trustee shall treat such custodian and the Common Depositary or their nominees, as applicable, as the absolute owner of such Global Senior Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and their its Agent Members, the operation of customary practices of such governing the exercise of the rights of a holder of a beneficial interest in any Global Senior Security.

Book-Entry Provisions of Senior Notes. This Section 2.1(b) shall apply only to a Global Senior Security deposited with or on behalf of the Common Depositary. The Issuers shall execute and the Trustee or authentication agent shall, in accordance with this Section 2.1(b), authenticate and deliver initially two one Rule 144A Global Senior Securities Security in respect of the Senior Notes and one Regulation S Global Senior Security in respect of the Senior Notes, in each case that (a) shall be registered in the name of Cede & Co., as nominee of DTC and (b) shall be delivered by the Trustee or authentication agent to the custodian for DTC or pursuant to such custodian’s instructions. Members of, or participants in, DTC (“Agent Members”) shall have no rights under the Senior Notes Indenture with respect to any Global Senior Security held on their behalf by the custodian of DTC or the Common Depositary, as applicable, or under such Global Senior Security, and the Issuers, the Trustee and any agent of the Issuers or the Trustee shall treat such custodian and the Common Depositary or their nominees, as applicable, as the absolute owner of such Global Senior Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and their Agent Members, the operation of customary practices of such governing the exercise of the rights of a holder of a beneficial interest in any Global Senior Security.

Book-Entry Provisions of Senior Notes. This Section 2.1(b) shall apply only to a Global Senior Security deposited with or on behalf of the Common Depositary. The Issuers shall execute and the Trustee or authentication agent shall, in accordance with this Section 2.1(b), authenticate and deliver initially two [•] Rule 144A Global Senior Securities in respect of the Senior Notes and one Regulation S Global Senior Security in respect of the Senior Notes, in each case that (a) shall be registered in the name of Cede & Co., as nominee of DTC and (b) shall be delivered by the Trustee or authentication agent to the custodian for DTC or pursuant to such custodian’s instructions. Members of, or participants in, DTC (“Agent Members”) shall have no rights under the Senior Notes Indenture with respect to any Global Senior Security held on their behalf by the custodian of DTC or the Common Depositary, as applicable, or under such Global Senior Security, and the Issuers, the Trustee and any agent of the Issuers or the Trustee shall treat such custodian and the Common Depositary or their nominees, as applicable, as the absolute owner of such Global Senior Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and their its Agent Members, the operation of customary practices of such governing the exercise of the rights of a holder of a beneficial interest in any Global Senior Security.