Common use of Book-Entry Securities Clause in Contracts

Book-Entry Securities. (a) Except as provided in subsection (c) of this Section 3.11, the registered owner of all Securities of any series of Securities which is designated as a Book-Entry Security series in the Board Resolution, Officers' Certificate, indenture supplemental hereto establishing such series, or other instrument supplemental hereto, shall be CEDE & Co., as nominee of DTC. Payment of interest for any Securities registered as of each Record Date in the name of CEDE & Co. shall be made by wire transfer to the account of CEDE & Co. on the Interest Payment Date for such Securities at the address indicated on the Record Date for CEDE & Co. in the registration books of the Company kept by Trustee, as Security Registrar. (b) With respect to any Book-Entry Securities, the Securities shall be issued or registered in the form of one or more fully registered global securities in the principal amount of each separate series of the Securities. Upon issuance or registration, the ownership of such Securities shall be registered in the registration books of the Company kept by the Trustee in the name of CEDE & Co., as nominee of DTC. The Trustee and the Company may treat DTC (or its nominee) as the sole and exclusive owner of the Securities registered in its name for the purposes of payment of the principal of, premium, if any, or interest on such Securities, giving any notice permitted or required to be given to Holders under this Indenture, registering the transfer of such Securities, obtaining any consent or other action to be taken by Holders and for all other purposes whatsoever; and neither the Trustee nor the Company shall be affected by any notice to the contrary. Neither the Trustee nor the Company shall have any responsibility or obligation to any DTC participant, any Person claiming a beneficial ownership interest in Securities registered in

Book-Entry Securities. (a) Except as provided in subsection (c) of this Section 3.11, the registered owner of all Securities of any series of Securities which is designated as a Book-Entry Security series in the Board Resolution, Officers' Certificate, indenture supplemental hereto establishing such series, or other instrument supplemental hereto, shall be CEDE & Co., as nominee of DTC. Payment of interest for any Securities registered as of each Record Date in the name of CEDE & Co. shall be made by wire transfer to the account of CEDE & Co. on the Interest Payment Date for such Securities at the address indicated on the Record Date for CEDE & Co. in the registration books of the Company kept by Trustee, as Security Registrar. (b) With respect to any Book-Entry Securities, the Securities shall be issued or registered in the form of one or more fully registered global securities in the principal amount of each separate series of the Securities. Upon issuance or registration, the ownership of such Securities shall be registered in the registration books of the Company kept by the Trustee in the name of CEDE & Co., as nominee of DTC. The Trustee and the Company may treat DTC (or its nominee) as the sole and exclusive owner of the Securities registered in its name for the purposes of payment of the principal of, premium, if any, or interest on such Securities, giving any notice permitted or required to be given to Holders under this Indenture, registering the transfer of such Securities, obtaining any consent or other action to be taken by Holders and for all other purposes whatsoever; and neither the Trustee nor the Company shall be affected by any notice to the contrary. Neither the Trustee nor the Company shall have any responsibility or obligation to any DTC participant, any Person claiming a beneficial ownership interest in Securities registered inin the name of CEDE & Co. under or through DTC or any DTC participant, or any other Person which is not shown on the registration books of the Company kept by the Trustee as being a Holder with respect to the accuracy of any records maintained by DTC, CEDE & Co. or any DTC participant; the payment by DTC or any DTC participant to any beneficial owner of any amount in respect of the principal of, premium, if any, or interest on the Securities registered in the name of CEDE & Co.; the delivery to any DTC participant or any beneficial owner of any notice which is permitted or required to be given to Holders under this Indenture; the selection by DTC or any DTC participant of any Person to receive payment in the event of a partial payment of any Securities registered in the name of CEDE & Co.; or any consent given or other action taken by DTC as Holder. The Paying Agent shall pay all principal of, premium, if any, and interest on any Securities registered in the name of CEDE & Co., only to or upon the order of CEDE & Co., as nominee of DTC, and all such payments shall be valid and effective to fully satisfy and discharge the Company's obligations with respect to the principal of, premium, if any, and interest on such Securities to the extent of the sum or sums so paid. Upon delivery by DTC to the Trustee of written notice to the effect that DTC had determined to substitute a new nominee in place of CEDE & Co., and subject to the provisions herein with respect to record dates, the words "CEDE & Co." in this Indenture shall refer to such new nominee of DTC. (c) With respect to any series of Securities proposed to be registered in the name of CEDE & Co., in the event that (i) DTC gives or has given notice that it will discontinue its services as securities depository for such series of Securities; or (ii) DTC ceases or has ceased to be a clearing house registered under the Securities Exchange Act of 1934; or (iii) the Company in its sole discretion determines or has determined that the beneficial owners of such Securities will be entitled to obtain definitive certificates; or (iv) an Event of Default with respect to such series has occurred and is continuing, the Company shall, if the event is triggered by either (i) or (ii) above, attempt to locate another qualified securities depository. If the Company fails to locate such a replacement or if the event is triggered by either (iii) or (iv) above, then it shall notify DTC and the Trustee, requesting DTC to notify its participants, of the availability through DTC of definitive certificates. In any such event, the Trustee shall issue, register the transfer of and exchange definitive certificates as requested by DTC and any other Holders in appropriate amounts. The Company and the Trustee shall be obligated to deliver definitive certificates as described in this Indenture. In the event definitive certificates are issued to Holders other than DTC, the provisions of this Indenture shall apply to, among other things, the registration, transfer of and exchange of such certificates and the method of payment of principal of, premium, if any, and interest on such certificates. Whenever DTC requests the Company and the Trustee to do so, the Trustee and the Company will cooperate with DTC in taking appropriate action after reasonable notice (i) to make available one or more separate certificates evidencing the Securities registered in the name of CEDE & Co., to any DTC participant having Securities credited to its DTC account or (ii) to arrange for another securities depository to maintain custody of certificates evidencing such Securities. If the Company uses a securities depository other than DTC, the provisions of this Section shall apply with the appropriate modifications.