Common use of Action in Respect of a CDI Clause in Contracts

Action in Respect of a CDI. (a) As soon as practicable, but in any event not later than five (5) Business Days, after receipt by the Depositary of notice of any solicitation of consents or request for a waiver or other action by the Holder of the Global Note of any Tranche of Notes under the applicable Indenture or under this Agreement, the Depositary shall deliver to the applicable Clearing System or Clearing Systems a notice containing (i) such information as is contained in the notice received, (ii) a statement that the applicable Clearing System or Clearing Systems at the close of business on a specified record date (established in accordance with Section 2.7 hereof) will be entitled, subject to the provisions of or governing the applicable CDI or such Global Note, to instruct the Depositary as to the consent, waiver or other action, if any, pertaining to this Agreement or the applicable Indenture and (iii) a statement as to the manner in which such instructions may be given. Upon the written request of the applicable Clearing System or Clearing Systems received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of this Agreement or the applicable Indenture, as the case may be, to take such action regarding the requested consent, waiver or other action in respect of all or only a portion of the principal amount of such CDI or Global Note, as the case may be, with respect to which instructions in accordance with any instructions set forth in such request have been received. In addition, the Depositary will forward to each applicable Clearing System or, based upon instructions received from each applicable Clearing System to owners of Book-Entry Interests, all materials received by the Depositary pertaining to any such solicitation, request, offer or other action. The Depositary agrees that each applicable Clearing System may grant proxies or otherwise authorize Direct Participants (or Persons owning Book-Entry Interests through such Direct Participants) to provide such instructions to the Depositary so that it may exercise any rights of a Holder or take any other action which a Holder is entitled to take under the applicable Indenture. The Depositary shall not itself exercise any discretion in the granting of consents or waivers or the taking of any other action in respect of a Global Note. Without prejudice to Section 2.5(c), the records of the Clearing Systems shall, absent manifest error, be conclusive evidence of the owners of the Book-Entry Interests and the principal amount represented by such Book-Entry Interests.