Common use of Forms of Notes and Certificate of Authentication Clause in Contracts

Forms of Notes and Certificate of Authentication. (a) The forms of the Notes, including the Certificate of Authentication, shall be as set forth in the applicable Exhibit hereto. (b) Notes offered and sold to Qualified Institutional Buyers (in reliance on Section 4(2), Rule 144A or another exemption under the Securities Act) and to Qualified Purchasers shall be issued in the form of a Rule 144A Global Note, which shall be deposited with the Trustee, as custodian for DTC, and registered in the name of DTC or the nominee of DTC, in each case, duly executed by the Issuer and authenticated by the Trustee in accordance with Section 2.2(c). The aggregate principal amount of the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee or DTC or its nominee, as the case may be, as hereinafter provided. (c) This Section 2.2(c) shall apply only to Rule 144A Global Notes deposited with or on behalf of DTC. The Issuer shall execute and the Trustee shall upon receipt of an Issuer Order, in accordance with this Section 2.2(c), authenticate and deliver initially one or more Rule 144A Global Notes, that (i) shall be registered in the name of DTC for such Rule 144A Global Note or Rule 144A Global Notes or the nominee of DTC and (ii) is held by the Trustee, as custodian for DTC. Agent Members shall have no rights under this Indenture with respect to any Rule 144A Global Note held on their behalf by DTC or under the Rule 144A Global Note, and DTC may be treated by the Issuer, the Trustee, and any agent of the Issuer or the Trustee as the absolute owner of such Rule 144A Global Note for all purposes whatsoever (except to the extent otherwise provided herein). Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note. (d) Except as provided in Section 2.10, owners of beneficial interests in Rule 144A Global Notes will not be entitled to receive physical delivery of Definitive Notes.

Forms of Notes and Certificate of Authentication. (a) The forms of the Notes, including the Certificate of Authentication, shall be as set forth in the applicable Exhibit hereto. (b) Notes offered and sold to Qualified Institutional Buyers (in reliance on Section 4(2), Rule 144A or another exemption under the Securities Act) and to Qualified Purchasers shall be issued in the form of a Rule 144A Global Note, substantially in the form attached as Exhibit A, which shall be deposited with the Trustee, as custodian for DTC, and registered in the name of DTC or the nominee of DTC, in each case, duly executed by the Issuer and authenticated by the Trustee in accordance with Section 2.2(c2.2(d). The aggregate principal amount of the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee or DTC or its nominee, as the case may be, as hereinafter provided. (c) Notes offered and sold to Persons who are not U.S. Persons in offshore transactions in reliance on Regulation S shall be issued in the form of a Regulation S Global Note, substantially in the form attached as Exhibit B, which shall be deposited with the Trustee as custodian for DTC, and registered in the name of DTC or the nominee of DTC, in each case, duly executed by the Issuer and authenticated by the Trustee, in accordance with Section 2.2(d). The aggregate principal amount of the Regulation S Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee or DTC or its nominee, as the case may be, as hereinafter provided. (d) This Section 2.2(c2.2(d) shall apply only to Rule 144A Global Notes deposited with or on behalf of DTC. The Issuer shall execute and the Trustee shall upon receipt of an Issuer Order, in accordance with this Section 2.2(c2.2(d), authenticate and deliver initially one or more Rule 144A Global Notes, that (i) shall be registered in the name of DTC for such Rule 144A Global Note or Rule 144A Global Notes or the nominee of DTC and (ii) is held by the Trustee, as custodian for DTC. . (e) Agent Members shall have no rights under this Indenture with respect to any Rule 144A Global Note held on their behalf by DTC or under the Regulation S Global Note or Rule 144A Global Note, as applicable, and DTC may be treated by the Issuer, the Trustee, and any agent of the Issuer or the Trustee as the absolute owner of such Rule 144A applicable Global Note for all purposes whatsoever (except to the extent otherwise provided herein). Notwithstanding the foregoing, nothing herein shall (x) prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by DTC or (y) impair, as between DTC and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note. (df) Except as provided in Section 2.10, owners of beneficial interests in Rule 144A Global Notes will not be entitled to receive physical delivery of Definitive Notes.