Common use of The Senior Notes Clause in Contracts

The Senior Notes. Form and Dating; Global Securities. The Senior Notes shall be offered and sold by the Issuers pursuant to a Senior Notes Purchase Agreement. The Senior Notes shall be resold initially only to (i) QIBs in reliance on Rule 144A and (ii) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Senior Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Senior Notes initially resold pursuant to Rule 144A shall be issued initially in the form of [•] or more permanent global notes in fully registered form (each, a “Rule 144A Global Security”); Senior Notes initially resold pursuant to Regulation S shall be issued initially in the form of [•] or more permanent global notes in fully registered form (each, a “Regulation S Global Security”), in each case without interest coupons and with the global securities legend and the applicable restricted securities legend set forth in Exhibit A hereto. The Rule 144A Global Securities and the Regulation S Global Securities in respect of the Senior Notes shall be deposited on behalf of the purchasers of the Senior Notes with a custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee of DTC, duly executed by the Issuers and authenticated by the Trustee or the authentication agent as provided in the Senior Notes Indenture. Beneficial interests in a Regulation S Global Security may be exchanged for interests in a Rule 144A Global Security only after the 40th day after the Issue Date and then only if (1) such exchange occurs in connection with a transfer of Senior Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in a Regulation S Global Security first delivers to the Registrar or a Transfer Agent a written certificate (in content consistent with the form set forth on the reverse of the Senior Note) to the effect that the beneficial interests in the Regulation S Global Security are being transferred to a Person (a) who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Prior to the 40th day after the Issue Date of the Senior Notes, any transfer of a beneficial interest in a Regulation S Global Security may only occur through the facilities of Euroclear or Clearstream, Luxembourg. Beneficial interests in a Rule 144A Global Security may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Security only if the transferor first delivers to the Registrar or a Transfer Agent a written certificate (in content consistent with the form set forth on the reverse of the Senior Note) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S to a person who is not a U.S. person (as defined in Regulation S) and in accordance with all applicable securities laws of any State of the United States and other jurisdictions. The Rule 144A Global Security and the Regulation S Global Security are collectively referred to herein as the “Global Securities”. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Registrar and the Depositary or its nominee as hereinafter provided.

The Senior Notes. Form Section 201 Forms Generally. Each Senior Note and Dating; Global Securitiestemporary or permanent global Senior Note issued under this Indenture will be in the form established by or in accordance with a Board Resolution and set forth in an Officers’ Certificate, or established in one or more indentures supplemental hereto, will have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or under this Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officer of the Company executing such Senior Note as evidenced by the execution of such Senior Note. The Senior Notes shall Note will be offered and sold by the Issuers pursuant to a Senior Notes Purchase Agreementissuable in registered form without coupons. The Senior Notes shall be resold initially only to (i) QIBs in reliance on Rule 144A and (ii) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Definitive Senior Notes may thereafter be transferred toprinted, among otherslithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, QIBs and purchasers all as determined by the officer of the Company executing such Senior Notes, as evidenced by the execution of such Senior Notes. Section 202 Form of Trustee’s Certificate of Authentication. Subject to Section 512, the Trustee’s certificate of authentication will be in reliance on Regulation S, subject to substantially the restrictions on transfer set forth herein. Senior Notes initially resold pursuant to Rule 144A shall be issued initially in the form of [•] or more permanent global notes in fully registered form (each, a “Rule 144A Global Security”); Senior Notes initially resold pursuant to Regulation S shall be issued initially in the form of [•] or more permanent global notes in fully registered form (each, a “Regulation S Global Security”), in each case without interest coupons and with the global securities legend and the applicable restricted securities legend set forth in Exhibit A hereto. The Rule 144A Global Securities and the Regulation S Global Securities in respect following form: This is one of the Senior Notes shall be deposited on behalf of the purchasers of Series designated herein referred to in the within-mentioned Indenture. As Trustee By: As Authenticating Signatory Section 203 Senior Notes in Global Form. Unless otherwise provided in or under this Indenture or any Senior Notes, the Senior Notes with will not be issuable in global form. If Senior Notes of a custodian for The Depository Trust Company Series will be issuable in temporary or permanent global form, any such Senior Note may provide that it or any number of such Senior Notes will represent the aggregate amount of all Outstanding Senior Notes of such Series (“DTC”) and registered in the name of Cede & Co., or such lesser amount as nominee of DTC, duly executed is permitted by the Issuers and authenticated by the Trustee or the authentication agent as provided terms thereof) from time to time set forth in the Senior Notes Indenture. Beneficial interests in a Regulation S Global Security may be exchanged for interests in a Rule 144A Global Security only after the 40th day after the Issue Date and then only if (1) such exchange occurs in connection with a transfer of Senior Notes in compliance with Rule 144A global form, endorsed thereon or reflected on the books and (2) the transferor records of the beneficial interest in a Regulation S Global Security first delivers to the Registrar or a Transfer Agent a written certificate (in content consistent with the form set forth on the reverse of the Senior Note) to the effect Trustee and may also provide that the beneficial interests in the Regulation S Global Security are being transferred to a Person (a) who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Prior to the 40th day after the Issue Date of the Senior Notes, any transfer of a beneficial interest in a Regulation S Global Security may only occur through the facilities of Euroclear or Clearstream, Luxembourg. Beneficial interests in a Rule 144A Global Security may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Security only if the transferor first delivers to the Registrar or a Transfer Agent a written certificate (in content consistent with the form set forth on the reverse of the Senior Note) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S to a person who is not a U.S. person (as defined in Regulation S) and in accordance with all applicable securities laws of any State of the United States and other jurisdictions. The Rule 144A Global Security and the Regulation S Global Security are collectively referred to herein as the “Global Securities”. The aggregate principal amount of the Global Securities Outstanding Senior Notes represented thereby may from time to time be increased or decreased reduced to reflect exchanges. Any endorsement of any Senior Note in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Senior Notes represented thereby will be made in such manner and by adjustments such Person or Persons as will be specified therein or in accordance with Section 204 with respect to such Senior Note or in the Company Order to be delivered in accordance with Section 205 or Section 207 with respect thereto. Subject to the provisions of Section 205 and, if applicable, Section 207, the Trustee will deliver and redeliver any Senior Note in global form in the manner and upon instructions given by the Person or Persons specified therein or in accordance with Section 204 with respect to such Senior Note or in the applicable Company Order. If a Company Order under Section 205 or Section 207 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Senior Note in global form will be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the event a global Senior Note is exchangeable for definitive Senior Notes as provided in Section 209, then, unless otherwise provided in or under this Indenture with respect to the Senior Notes of such Series, the Trustee will deliver and redeliver such global Senior Note to the extent necessary to effect such exchanges, will endorse such global Senior Note to reflect any decrease in the principal amount thereto resulting from such exchanges and will take such other actions, all as contemplated by Section 209. Notwithstanding the provisions of Section 211, unless otherwise specified in or under this Indenture or any Senior Notes, payment of principal of, and any premium and interest on, any Senior Note in temporary or permanent global form will be made on to the records Person or Persons specified therein. Notwithstanding the provisions of Section 212 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Registrar and Company or the Depositary or its nominee Trustee will treat as hereinafter providedthe Holder of such principal amount of Outstanding Senior Notes represented by a global Senior Note, the Holder of such global Senior Note in registered form.