Common use of Consents, Declaration and Directions Clause in Contracts

Consents, Declaration and Directions. With respect to a Global Security, the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its agent members, the operation of customary practices governing the exercise of the rights of a holder of any Note. Neither the Trustee nor any Agent shall have any responsibility or obligation to any beneficial owner in a Global Security, any Depositary participant or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Depositary participant, with respect to any ownership interest in the Securities or with respect to the delivery to any Depositary participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Securityholders and all payments to be made to Securityholders under the Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of the Global Security). The rights of beneficial owners in the Global Security shall be exercised only through the Depositary subject to the applicable procedures. The Trustee and each Agent shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each Agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any Agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Security. Notwithstanding the foregoing, with respect to any Global Security, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such Global Security or shall impair, as between such Depositary and owners of beneficial interests in such Global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such Global Security.

Consents, Declaration and Directions. With respect to a Global SecurityExcept as provided in Section 2.14(e), the Depositary may be treated by the Company, the Trustee and any agent Agent shall treat a person as the Holder of such principal amount of outstanding Notes of such Series represented by a Global Note as shall be specified in a written statement of the Company Depositary with respect to such Global Note, for purposes of obtaining any consents, declarations, waivers or directions required to be given by the Trustee as the absolute owner Holders pursuant to this Indenture. None of the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, from giving effect to any written certification, proxy the Paying Agent or other authorization furnished by the Depositary or impair, as between the Depositary and its agent members, the operation of customary practices governing the exercise of the rights of a holder of any Note. Neither the Trustee nor any Agent Registrar shall have any responsibility or obligation to any beneficial owner in a Global SecurityNote, any Depositary participant an agent member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Depositary participantagent member, with respect to any ownership interest in the Securities or with respect to the delivery to any Depositary participantagent member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Securityholders Holders and all payments to be made to Securityholders Holders under the Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of the Global SecurityNote). The rights of beneficial owners in the Global Security Note shall be exercised only through the Depositary subject to the its applicable procedures. The Trustee Trustee, the Paying Agent and each Agent the Registrar shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee Trustee, the Paying Agent and each Agent the Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security Note for all purposes of this Indenture relating to such Global Security Note (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global SecurityNote) as the sole holder of such Global Security Note and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any Trustee, the Paying Agent or the Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global SecurityNote, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global SecurityNote, for any transactions between the Depositary and any Depositary participant agent member or between or among the Depositary, any such Depositary participant agent member and/or any holder or owner of a beneficial interest in such Global SecurityNote, or for any transfers of beneficial interests in any such Global Security. Notwithstanding the foregoing, with respect to any Global Security, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such Global Security or shall impair, as between such Depositary and owners of beneficial interests in such Global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such Global SecurityNote.

Consents, Declaration and Directions. With respect to a Global SecurityExcept as provided in Section 2.14(e), the Depositary may be treated by the Company, the Trustee and any agent Agent shall treat a person as the Holder of such principal amount of outstanding Notes of such Series represented by a Global Note as shall be specified in a written statement of the Company Depositary with respect to such Global Note, for purposes of obtaining any consents, declarations, waivers or directions required to be given by the Trustee as the absolute owner Holders pursuant to this Indenture. None of the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, from giving effect to any written certification, proxy the Paying Agent or other authorization furnished by the Depositary or impair, as between the Depositary and its agent members, the operation of customary practices governing the exercise of the rights of a holder of any Note. Neither the Trustee nor any Agent Registrar shall have any responsibility or obligation to any beneficial owner in a Global SecurityNote, any Depositary participant an agent member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Depositary participantagent member, with respect to any ownership interest in the Securities or with respect to the delivery to any Depositary participantagent member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Securityholders Holders and all payments to be made to Securityholders Holders under the Securities and this Indenture shall be given or made only to or upon the order of the registered holders Holders (which shall be the Depositary or its nominee in the case of the Global SecurityNote). The rights of beneficial owners in the Global Security Note shall be exercised only through the Depositary subject to the its applicable procedures. The Trustee Trustee, the Paying Agent and each Agent the Registrar shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee Trustee, the Paying Agent and each Agent the Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder Holder of any Global Security Note for all purposes of this Indenture relating to such Global Security Note (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global SecurityNote) as the sole holder Holder of such Global Security Note and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any Trustee, the Paying Agent or the Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global SecurityNote, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global SecurityNote, for any transactions between the Depositary and any Depositary participant agent member or between or among the Depositary, any such Depositary participant agent member and/or any holder or owner of a beneficial interest in such Global SecurityNote, or for any transfers of beneficial interests in any such Global Security. Notwithstanding the foregoing, with respect to any Global Security, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such Global Security or shall impair, as between such Depositary and owners of beneficial interests in such Global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such Global SecurityNote.

Consents, Declaration and Directions. With respect to a Global SecurityExcept as provided in Section 2.14.5, the Depositary may be treated by the Company, the Trustee and any agent Agent shall treat a person as the Holder of such principal amount of outstanding Securities of such Series represented by a Global Security as shall be specified in a written statement of the Company Depositary with respect to such Global Security, for purposes of obtaining any consents, declarations, waivers or directions required to be given by the Trustee as the absolute owner Holders pursuant to this Indenture. None of the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, from giving effect to any written certification, proxy the Paying Agent or other authorization furnished by the Depositary or impair, as between the Depositary and its agent members, the operation of customary practices governing the exercise of the rights of a holder of any Note. Neither the Trustee nor any Agent Registrar shall have any responsibility or obligation to any beneficial owner in a Global Security, any an agent member of the Depositary participant or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Depositary participantagent member of the Depositary, with respect to any ownership interest in the Securities or with respect to the delivery to any Depositary participantagent member of the Depositary, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Securityholders and all payments to be made to Securityholders under the Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of the Global Security). The rights of beneficial owners in the Global Security shall be exercised only through the Depositary subject to the applicable procedures. The Trustee Trustee, the Paying Agent and each Agent the Registrar shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee Trustee, the Paying Agent and each Agent the Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any Trustee, the Paying Agent or the Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such depositaryDepositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any agent member of the Depositary participant or between or among the Depositary, any such agent member of the Depositary participant and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Security. Notwithstanding Not withstanding the foregoing, with respect to any Global Security, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such Global Security or shall impair, as between such Depositary and owners of beneficial interests in such Global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such Global Security.

Consents, Declaration and Directions. With respect to a Global SecurityExcept as provided in Section 2.14(e), the Depositary may be treated by the Company, the Trustee and any agent Agent shall treat a person as the Holder of such principal amount of outstanding Notes of such Series represented by a Global Note as shall be specified in a written statement of the Company Depositary with respect to such Global Note, for purposes of obtaining any consents, declarations, waivers or directions required to be given by the Trustee as the absolute owner Holders pursuant to this Indenture. None of the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, from giving effect to any written certification, proxy the Paying Agent or other authorization furnished by the Depositary or impair, as between the Depositary and its agent members, the operation of customary practices governing the exercise of the rights of a holder of any Note. Neither the Trustee nor any Agent Registrar shall have any responsibility or obligation to any beneficial owner in a Global SecurityNote, any Depositary participant an agent member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Depositary participantagent member, with respect to any ownership interest in the Securities Notes or with respect to the delivery to any Depositary participantagent member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such SecuritiesNotes. All notices and communications to be given to the Securityholders Holders and all payments to be made to Securityholders Holders under the Securities Notes and this Indenture shall be given or made only to or upon the order of the registered holders Holders (which shall be the Depositary or its nominee in the case of the Global SecurityNote). The rights of beneficial owners in the Global Security Note shall be exercised only through the Depositary subject to the its applicable procedures. The Trustee Trustee, the Paying Agent and each Agent the Registrar shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee Trustee, the Paying Agent and each Agent the Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder Holder of any Global Security Note for all purposes of this Indenture relating to such Global Security Note (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global SecurityNote) as the sole holder Holder of such Global Security Note and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any Trustee, the Paying Agent or the Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global SecurityNote, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global SecurityNote, for any transactions between the Depositary and any Depositary participant agent member or between or among the Depositary, any such Depositary participant agent member and/or any holder or owner of a beneficial interest in such Global SecurityNote, or for any transfers of beneficial interests in any such Global Security. Notwithstanding the foregoing, with respect to any Global Security, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such Global Security or shall impair, as between such Depositary and owners of beneficial interests in such Global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such Global SecurityNote.