Common use of Action in Respect of the Depositary Interests Clause in Contracts

Action in Respect of the Depositary Interests. (a) As soon as practicable after receipt by the Book-Entry Depositary of written notice from the Issuer of any solicitation of consents or request for a waiver or other action by the Depositary under this Agreement or the Indenture, the Book-Entry Depositary shall mail to the Depositary a notice containing (i) such information as is contained in such notice, (ii) a statement that the holders of Depositary Interests at the close of business on a specified record date (established in accordance with Section 2.8 hereof) will be entitled, subject to the provisions of or governing the Depositary Interests, to instruct the Book-Entry Depositary as to the consent, waiver or other action, if any, pertaining to the Global Notes and (iii) a statement as to the manner in which such instructions may be given. Upon the written request of the Depositary received on or before the date established by the Book-Entry Depositary for such purpose, the Book-Entry Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing the Depositary Interests to take such action regarding the requested consent, waiver or other action in respect of the Global Notes in accordance with any instructions set forth in such request. The Book-Entry Depositary shall not itself exercise any discretion in the granting of consents or waivers or the taking of any other action in respect of the Global Notes and, as holder of the Global Notes, the Book-Entry Depositary promptly shall cause such consents or waivers to be granted and such action to be taken with respect to the Global Notes as the Depositary had given or had taken. (b) As soon as practicable after receipt by the Book-Entry Depositary of an Offer to Purchase with respect to the Global Notes, the Book-Entry Depositary shall mail to the Depositary a notice containing (i) such information as is contained in such notice, (ii) a statement that the holders of Depositary Interests at the close of business on a specified record date (established in accordance with Section 2.8 hereof) will be entitled, subject to the provisions of or governing the Depositary Interests, to elect to have all or any portion of their interest in the Global Notes repurchased in accordance with such Offer to Purchase and (iii) such documentation provided by the Issuer as is necessary for the Depositary to elect to have all or any portion of the Depositary Interests repurchased pursuant to such Offer to Purchase. So long as DTC or its nominee is acting as Depositary, such notice shall also comply with the Letter of Representations. Upon receipt of elections relating to such Offer to Purchase from the Depositary received on or before the date established by the Issuer for such purpose, the Book-Entry Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing the Depositary Interests and the Global Notes to tender the Global Notes or portions thereof requested to be tendered by the Depositary for repurchase in accordance with such Offer to Purchase. The Book-Entry Depositary shall not itself exercise any discretion in the tender of any Global Notes pursuant to an Offer to Purchase. (c) As soon as practicable after receipt by the Book-Entry Depositary of any notice of redemption with respect to the Global Notes pursuant to Section 11.01 of the Indenture, the Book-Entry Depositary shall mail to the Depositary a notice containing (i) such information as is contained in such notice and (ii) a statement that Notes called for redemption must be surrendered to the Paying Agent in order to collect the Redemption Price. So long as DTC or its nominee is acting as Depositary, such notice shall also comply with the Letter of Representations. (d) The Depositary may direct in writing the time, method and place of conducting any proceeding for any remedy available to the Book-Entry Depositary with respect to the Global Notes or exercising any power conferred on the Book-Entry Depositary. However, the Book-Entry Depositary may refuse to follow any direction that conflicts with law, the Indenture or this Agreement, that may involve the Book- Entry Depositary in personal liability, or that the Book-Entry Depositary determines in good faith may be unduly prejudicial to the rights of the holders of Book-Entry Notes not joining in the giving of such direction and may take any other action it deems proper that is not inconsistent with any directions received from the Depositary pursuant to this Section 2.9(d).

Action in Respect of the Depositary Interests. (a) As soon as practicable after receipt by the Book-Entry Global Depositary of written notice from the Issuer of any solicitation of consents or request for a waiver or other action by the holder of a Global Security of either series under the Indenture or by the Global Depositary under this Agreement or the IndentureAgreement, the Book-Entry Global Depositary shall mail to the each applicable Depositary a notice containing (ia) such information as is contained in such noticethe notice received, (iib) a statement that the holders of such Depositary Interests at the close of business on a specified record date (established in accordance with Section 2.8 2.11 hereof) will be entitled, subject to the provisions of or governing the Depositary InterestsInterest of such series or Global Securities of such series, to instruct the Book-Entry Global Depositary as to the consent, waiver or other action, if any, pertaining to this Agreement or the Global Notes Indenture and (iiic) a statement as to the manner in which such instructions may be given. In addition, the Global Depositary will forward to each applicable Depositary or, based upon instructions received from the Depositary, to owners of Book-Entry Interests, all materials pertaining to any such solicitation, request, offer or other action. Upon the written request of the such Depositary received on or before the date established by the Book-Entry Global Depositary for such purpose, the Book-Entry Global Depositary shall endeavor insofar as practicable and permitted under the provisions of this Agreement or governing the Depositary Interests 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 each Depositary Interest of such series or applicable Global Notes Security of such series, as the case may be, with respect to which instructions in accordance with any instructions set forth in such requestrequest have been received. The Each Depositary may grant proxies or otherwise authorize Participants (or persons owning Book-Entry Interests through such Participants) to provide such instructions to the Global Depositary so that it may exercise any rights of a holder or take any other actions which a holder is entitled to take under the Indenture. The Global 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 Security. Without prejudice to Section 2.07(c), the Global Notes and, as holder records of the Global Notesrelevant Depositary shall, the Book-Entry Depositary promptly shall cause such consents or waivers to absent manifest error, be granted and such action to be taken with respect to the Global Notes as the Depositary had given or had taken. (b) As soon as practicable after receipt by the Book-Entry Depositary of an Offer to Purchase with respect to the Global Notes, the Book-Entry Depositary shall mail to the Depositary a notice containing (i) such information as is contained in such notice, (ii) a statement that the holders of Depositary Interests at the close of business on a specified record date (established in accordance with Section 2.8 hereof) will be entitled, subject to the provisions of or governing the Depositary Interests, to elect to have all or any portion of their interest in the Global Notes repurchased in accordance with such Offer to Purchase and (iii) such documentation provided by the Issuer as is necessary for the Depositary to elect to have all or any portion conclusive evidence of the Depositary Interests repurchased pursuant to such Offer to Purchase. So long as DTC or its nominee is acting as Depositary, such notice shall also comply with the Letter of Representations. Upon receipt of elections relating to such Offer to Purchase from the Depositary received on or before the date established by the Issuer for such purpose, the Book-Entry Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing the Depositary Interests and the Global Notes to tender the Global Notes or portions thereof requested to be tendered by the Depositary for repurchase in accordance with such Offer to Purchase. The Book-Entry Depositary shall not itself exercise any discretion in the tender of any Global Notes pursuant to an Offer to Purchase. (c) As soon as practicable after receipt by the Book-Entry Depositary of any notice of redemption with respect to the Global Notes pursuant to Section 11.01 of the Indenture, the Book-Entry Depositary shall mail to the Depositary a notice containing (i) such information as is contained in such notice and (ii) a statement that Notes called for redemption must be surrendered to the Paying Agent in order to collect the Redemption Price. So long as DTC or its nominee is acting as Depositary, such notice shall also comply with the Letter of Representations. (d) The Depositary may direct in writing the time, method and place of conducting any proceeding for any remedy available to the Book-Entry Depositary with respect to the Global Notes or exercising any power conferred on the Book-Entry Depositary. However, the Book-Entry Depositary may refuse to follow any direction that conflicts with law, the Indenture or this Agreement, that may involve the Book- Entry Depositary in personal liability, or that the Book-Entry Depositary determines in good faith may be unduly prejudicial to the rights of the holders owners of Book-Entry Notes not joining in Interests of each series and the giving of principal amount represented by such direction and may take any other action it deems proper that is not inconsistent with any directions received from the Depositary pursuant to this Section 2.9(d)Book-Entry Interests.

Action in Respect of the Depositary Interests. (a) As soon as practicable after receipt by the Book-Entry Depositary of written notice from the Issuer of any solicitation of consents or request for a waiver or other action by the Depositary under this Agreement or the Indenture, the Book-Entry Depositary shall mail to the Depositary a notice containing (i) such information as is contained in such notice, (ii) a statement that the holders of Depositary Interests at the close of business on a specified record date (established in accordance with Section 2.8 hereof) will be entitled, subject to the provisions of or governing the Depositary Interests, to instruct the Book-Entry Depositary as to the consent, waiver or other action, if any, pertaining to the Global Notes and (iii) a statement as to the manner in which such instructions may be given. Upon the written request of the Depositary received on or before the date established by the Book-Entry Depositary for such purpose, the Book-Entry Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing the Depositary Interests to take such action regarding the requested consent, waiver or other action in respect of the Global Notes in accordance with any instructions set forth in such request. The Book-Entry Depositary shall not itself exercise any discretion in the granting of consents or waivers or the taking of any other action in respect of the Global Notes and, as holder of the Global Notes, the Book-Entry Depositary promptly shall cause such consents or waivers to be granted and such action to be taken with respect to the Global Notes as the Depositary had given or had taken. (b) As soon as practicable after receipt by the Book-Entry Depositary of an Offer to Purchase with respect to the Global Notes, the Book-Entry Depositary shall mail to the Depositary a notice containing (i) such information as is contained in such notice, (ii) a statement that the holders of Depositary Interests at the close of business on a specified record date (established in accordance with Section 2.8 hereof) will be entitled, subject to the provisions of or governing the Depositary Interests, to elect to have all or any portion of their interest in the Global Notes repurchased in accordance with such Offer to Purchase and (iii) such documentation provided by the Issuer as is necessary for the Depositary to elect to have all or any portion of the Depositary Interests repurchased pursuant to such Offer to Purchase. So long as DTC or its nominee is acting as Depositary, such notice shall also comply with the Letter of Representations. Upon receipt of elections relating to such Offer to Purchase from the Depositary received on or before the date established by the Issuer for such purpose, the Book-Entry Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing the Depositary Interests and the Global Notes to tender the Global Notes or portions thereof requested to be tendered by the Depositary for repurchase in accordance with such Offer to Purchase. The Book-Entry Depositary shall not itself exercise any discretion in the tender of any Global Notes pursuant to an Offer to Purchase. (c) As soon as practicable after receipt by the Book-Entry Depositary of any notice of redemption with respect to the Global Notes pursuant to Section 11.01 of the Indenture, the Book-Entry Depositary shall mail to the Depositary a notice containing con taining (i) such information as is contained in such notice and (ii) a statement that Notes called for redemption must be surrendered to the Paying Agent in order to collect the Redemption Price. So long as DTC or its nominee is acting as Depositary, such notice shall also comply with the Letter of Representations. (d) The Depositary may direct in writing the time, method and place of conducting any proceeding for any remedy available to the Book-Entry Depositary with respect to the Global Notes or exercising any power conferred on the Book-Entry Depositary. However, the Book-Entry Depositary may refuse to follow any direction that conflicts with law, the Indenture or this Agreement, that may involve the Book- Book-Entry Depositary in personal liability, or that the Book-Entry Depositary determines in good faith may be unduly prejudicial to the rights of the holders of Book-Entry Notes not joining in the giving of such direction and may take any other action it deems proper that is not inconsistent with any directions received from the Depositary pursuant to this Section 2.9(d).

Action in Respect of the Depositary Interests. (a) As soon as practicable after receipt by the Book-Entry Depositary of written notice from the Note Issuer of any solicitation of consents or request for a waiver or other action by the Depositary under this Agreement or the Indenture, the Book-Entry Depositary shall mail to the Depositary a notice containing (i) such information as is contained in such notice, (ii) a statement that the holders of Depositary Interests at the close of business on a specified record date (established in accordance with Section 2.8 2.08 hereof) will be entitled, subject to the provisions of or governing the Depositary Interests, to instruct the Book-Entry Depositary as to the consent, waiver or other action, if any, pertaining to the Global Notes and (iii) a statement as to the manner in which such instructions may be given. Upon the written request of the Depositary received on or before the date established by the Book-Entry Depositary for such purpose, the Book-Entry Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing the Depositary Interests to take such action regarding the requested consent, waiver or other action in respect of the Global Notes in accordance with any instructions set forth in such request. The Book-Entry Depositary shall not itself exercise any discretion in the granting of consents or waivers or the taking of any other action in respect of the Global Notes and, as holder of the Global Notes, the Book-Entry Depositary promptly shall cause such consents or waivers to be granted and such action to be taken with respect to the Global Notes as the Depositary had given or had taken. (b) As soon as practicable after receipt by the Book-Entry Depositary of an Offer to Purchase with respect to the Global Notes, the Book-Entry Depositary shall mail to the Depositary a notice containing (i) such information as is contained in such notice, (ii) a statement that the holders of Depositary Interests at the close of business on a specified record date (established in accordance with Section 2.8 2.08 hereof) will be entitled, subject to the provisions of or governing the Depositary Interests, to elect to have all or any portion of their interest in the Global Notes repurchased in accordance with such Offer to Purchase and (iii) such documentation provided by the Note Issuer as is necessary for the Depositary to elect to have all or any portion of the Depositary Interests repurchased pursuant to such Offer to Purchase. So long as DTC or its nominee is acting as Depositary, such notice shall also comply with the Letter of Representations. Upon receipt of elections relating to such Offer to Purchase from the Depositary received on or before the date established by the Note Issuer for such purpose, the Book-Entry Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing the Depositary Interests and the Global Notes to tender the Global Notes or portions thereof requested to be tendered by the Depositary for repurchase in accordance with such Offer to Purchase. The Book-Entry Depositary shall not itself exercise any discretion in the tender of any Global Notes pursuant to an Offer to Purchase. (c) As soon as practicable after receipt by the Book-Entry Depositary of any notice of redemption with respect to the Global Notes pursuant to Section 11.01 3.01 of the Indenture, the Book-Entry Depositary shall mail to the Depositary a notice containing (i) such information as is contained in such notice and (ii) a statement that Notes called for redemption must be surrendered to the Paying Agent in order to collect the Redemption Price. So long as DTC or its nominee is acting as Depositary, such notice shall also comply with the Letter of Representations. (d) The Depositary may direct in writing the time, method and place of conducting any proceeding for any remedy available to the Book-Entry Depositary with respect to the Global Notes or exercising any power conferred on the Book-Entry Depositary. However, the Book-Entry Depositary may refuse to follow any direction that conflicts with law, the Indenture or this Agreement, that may involve the Book- Book-Entry Depositary in personal liability, or that the Book-Entry Depositary determines in good faith may be unduly prejudicial to the rights of the holders of Book-Entry Notes not joining in the giving of such direction and may take any other action it deems proper that is not inconsistent with any directions received from the Depositary pursuant to this Section 2.9(d2.09(d).

Action in Respect of the Depositary Interests. (a) As soon as practicable after receipt by the Book-Entry Depositary of written notice from the Issuer of any solicitation of consents or request for a waiver or other action by the holder of a Global Security under the Indenture or by the Book-Entry Depositary under this Agreement or the IndentureAgreement, the Book-Entry Depositary shall mail to the Common Depositary a notice containing (ia) such information as is contained in such noticethe notice received, (iib) a statement that the holders of Common Depositary Interests at the close of business on a specified record date (established in accordance with Section 2.8 2.11 hereof) will be entitled, subject to the provisions of or governing the Depositary InterestsInterest or Global Securities, to instruct the Book-Entry Depositary as to the consent, waiver or other action, if any, pertaining to this Agreement or the Global Notes Indenture and (iiic) a statement as to the manner in which such instructions may my be given. In addition, the Book-Entry Depositary will forward to the Common Depositary or, based upon instructions received from the Common Depositary, to owners of Book-Entry Interests, all materials pertaining to any such solicitation, request, offer or other action. Upon the written request of the Common Depositary received on or before the date established by the Book-Entry Depositary for such purpose, the Book-Entry Depositary shall endeavor insofar as practicable and permitted under the provisions of this Agreement or governing the Depositary Interests 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 each Certificated Depositary Interest or applicable Global Notes Security, as the case may be, with respect to which instructions in accordance with any instructions set forth in such requestrequest have been received. The Book-Entry Depositary shall not itself exercise any discretion in the granting of consents or waivers or the taking of any other action in respect of the Global Notes and, as holder of the Global Notes, the Book-Entry Depositary promptly shall cause such consents or waivers to be granted and such action to be taken with respect to the Global Notes as the Depositary had given or had taken. (b) As soon as practicable after receipt by the Book-Entry Depositary of an Offer to Purchase with respect to the Global Notes, the Book-Entry Depositary shall mail to the Depositary a notice containing (i) such information as is contained in such notice, (ii) a statement that the holders of Depositary Interests at the close of business on a specified record date (established in accordance with Section 2.8 hereof) will be entitled, subject to the provisions of or governing the Depositary Interests, to elect to have all or any portion of their interest in the Global Notes repurchased in accordance with such Offer to Purchase and (iii) such documentation provided by the Issuer as is necessary for the Depositary to elect to have all or any portion of the Depositary Interests repurchased pursuant to such Offer to Purchase. So long as DTC or its nominee is acting as Depositary, such notice shall also comply with the Letter of Representations. Upon receipt of elections relating to such Offer to Purchase from the Depositary received on or before the date established by the Issuer for such purpose, the Book-Entry Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing the Depositary Interests and the Global Notes to tender the Global Notes or portions thereof requested to be tendered by the Depositary for repurchase in accordance with such Offer to Purchase. The Book-Entry Depositary shall not itself exercise any discretion in the tender of any Global Notes pursuant to an Offer to Purchase. (c) As soon as practicable after receipt by the Book-Entry Depositary of any notice of redemption with respect to the Global Notes pursuant to Section 11.01 of the Indenture, the Book-Entry Depositary shall mail to the Depositary a notice containing (i) such information as is contained in such notice and (ii) a statement that Notes called for redemption must be surrendered to the Paying Agent in order to collect the Redemption Price. So long as DTC or its nominee is acting as Depositary, such notice shall also comply with the Letter of Representations. (d) The Common Depositary may direct in writing the time, method and place of conducting any proceeding for any remedy available to the Book-Entry Depositary with respect to the Global Notes or exercising any power conferred on the Book-Entry Depositary. However, the Book-Entry Depositary may refuse to follow any direction that conflicts with law, the Indenture or this Agreement, that may involve the Book- Entry Depositary in personal liability, or that the Book-Entry Depositary determines in good faith may be unduly prejudicial to the rights of the holders of Book-Entry Notes not joining in the giving of such direction and may take any other action it deems proper that is not inconsistent with any directions received from the Depositary pursuant to this Section 2.9(d).grant

Action in Respect of the Depositary Interests. (a) As soon as practicable after receipt by the Book-Entry Depositary of written notice from the Issuer of any solicitation of consents or request for a waiver or other action by the Depositary under this Agreement or the Indenture, the Book-Entry Depositary shall mail to the Depositary a notice containing (i) such information as is contained in such notice, (ii) a statement that the holders holder of the Depositary Interests Interest at the close of business on a specified record date (established in accordance with Section 2.8 2.09 hereof) will be entitled, subject to the provisions of or governing the Global Note and the Depositary InterestsInterest, to instruct the Book-Entry Depositary as to the consent, waiver or other action, if any, pertaining to the Global Notes Note and (iii) a statement as to the manner in which such instructions may be given. Upon the written request of the Depositary received on or before the date established by the Book-Entry Depositary for such purpose, the Book-Entry Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing the Global Note and the Depositary Interests Interest to take such action regarding the requested consent, waiver or other action in respect of the Global Notes Note in accordance with any instructions set forth in such request. The Book-Entry Depositary shall not itself exercise any discretion in the granting of consents or waivers or the taking of any other action in respect of the Global Notes Note and, as holder of the Global NotesNote, the Book-Entry Depositary promptly shall cause give such consents or waivers to be granted and direct such action to be taken with respect to the Global Notes Note as the Depositary had given or had taken. (b) As soon as practicable after receipt by the Book-Entry Depositary of an a Change of Control Offer to Purchase with respect to the Global NotesNote, the Book-Entry Depositary shall mail to the Depositary a notice containing (i) such information as is contained in such notice, (ii) a statement that the holders holder of the Depositary Interests Interest at the close of business on a specified record date (established in accordance with Section 2.8 2.09 hereof) will be entitled, subject to the provisions of or governing the Global Note and the Depositary InterestsInterest, to elect to have all or any portion of their interest in the Global Notes Note represented by the Depositary Interest repurchased in accordance with such Change of Control Offer to Purchase and (iii) such documentation provided by the Issuer as is necessary for the Depositary to elect to have all or any portion of the Depositary Interests Interest repurchased pursuant to such Offer to PurchaseChange of Control Offer. So long as DTC or its nominee is acting as Depositary, such notice shall also comply with the Letter of Representations. Upon receipt of elections relating to such Change of Control Offer to Purchase from the Depositary received on or before the date established by the Issuer for such purpose, the Book-Entry Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing the Depositary Interests Interest and the Global Notes Note to tender the Global Notes Note or portions thereof requested to be tendered by the Depositary for repurchase in accordance with such Offer to PurchaseChange of Control Offer. The Book-Entry Depositary shall not itself exercise any discretion in the tender of any Global Notes Note pursuant to an Offer to Purchasea Change of Control Offer. (c) As soon as practicable after receipt by the Book-Entry Depositary of any notice of redemption with respect to the Global Notes Note pursuant to Section 11.01 Article 2 of the Indenture, the Book-Entry Depositary shall mail to the Depositary a notice containing (i) such information as is contained in such notice and (ii) a statement that Notes called for redemption the Depositary Interest must be surrendered to the Paying Agent in order to collect the Redemption Price. So long as DTC or its nominee is acting as Depositary, such notice shall also comply with the Letter of Representations. (d) The Depositary may direct the Book-Entry Depositary in writing to direct the Trustee as to the time, method and place of conducting any proceeding for any remedy available to the Book-Entry Depositary Trustee with respect to the Global Notes Note or exercising any power conferred on the Trustee and the Book-Entry DepositaryDepositary shall endeavor insofar as practicable and permitted under the provisions of or governing the Global Note and the Depositary Interest to direct the Trustee to take such action. However, the Book-Entry Depositary may refuse to follow any direction that conflicts with law, the Indenture or this Agreement, that may involve the Book- Book-Entry Depositary in personal liability, or that the Book-Entry Depositary determines in good faith may be unduly prejudicial to the rights of the holders of Book-Entry Notes not joining in the giving of such direction and may take any other action it deems proper that is not inconsistent with any directions received from the Depositary pursuant to this Section 2.9(d).

Action in Respect of the Depositary Interests. (a) As soon as practicable after receipt by the Book-Entry Depositary of written notice from the Issuer of any solicitation of consents or request for a waiver or other action by the Depositary under this Agreement or the Indenture, the Book-Entry Depositary shall mail to the Depositary a notice containing (i) such information as is contained in such notice, (ii) a statement that the holders holder of the Depositary Interests Interest at the close of business on a specified record date (established in accordance with Section 2.8 2.09 hereof) will be entitled, subject to the provisions of or governing the Global Note and the Depositary InterestsInterest, to instruct the Book-Entry Depositary as to the consent, waiver or other action, if any, pertaining to the Global Notes Note and (iii) a statement as to the manner in which such instructions may be given. Upon the written request of the Depositary received on or before the date established by the Book-Entry Depositary for such purpose, the Book-Entry Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing the Global Note and the Depositary Interests Interest to take such action regarding the requested consent, waiver or other action in respect of the Global Notes Note in accordance with any instructions set forth in such request. The Book-Entry Depositary shall not itself exercise any discretion in the granting of consents or waivers or the taking of any other action in respect of the Global Notes Note and, as holder of the Global NotesNote, the Book-Entry Depositary promptly shall cause give such consents or waivers to be granted and direct such action to be taken with respect to the Global Notes Note as the Depositary had given or had taken. (b) As soon as practicable after receipt by the Book-Entry Depositary of an a Change of Control Offer to Purchase or Net Proceeds Offer with respect to the Global NotesNote, the Book-Entry Depositary shall mail to the Depositary a notice containing (i) such information as is contained in such notice, (ii) a statement that the holders holder of the Depositary Interests Interest at the close of business on a specified record date (established in accordance with Section 2.8 2.09 hereof) will be entitled, subject to the provisions of or governing the Global Note and the Depositary InterestsInterest, to elect to have all or any portion of their interest in the Global Notes Note represented by the Depositary Interest repurchased in accordance with such Change of Control Offer to Purchase or Net Proceeds Offer and (iii) such documentation provided by the Issuer as is necessary for the Depositary to elect to have all or any portion of the Depositary Interests Interest repurchased pursuant to such Change of Control Offer to Purchaseor Net Proceeds Offer. So long as DTC or its nominee is acting as Depositary, such notice shall also comply with the Letter of Representations. Upon receipt of elections relating to such Change of Control Offer to Purchase or Net Proceeds Offer from the Depositary received on or before the date established by the Issuer for such purpose, the Book-Entry Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing the Depositary Interests Interest and the Global Notes Note to tender the Global Notes Note or portions thereof requested to be tendered by the Depositary for repurchase in accordance with such Change of Control Offer to Purchaseor Net Proceeds Offer. The Book-Entry Depositary shall not itself exercise any discretion in the tender of any Global Notes Note pursuant to an a Change of Control Offer to Purchaseor Net Proceeds Offer. (c) As soon as practicable after receipt by the Book-Entry Depositary of any notice of redemption with respect to the Global Notes Note pursuant to Section 11.01 Article 2 of the Indenture, the Book-Entry Depositary shall mail to the Depositary a notice containing (i) such information as is contained in such notice and (ii) a statement that Notes called for redemption the Depositary Interest must be surrendered to the Paying Agent in order to collect the Redemption Price. So long as DTC or its nominee is acting as Depositary, such notice shall also comply with the Letter of Representations. (d) The Depositary may direct the Book-Entry Depositary in writing to direct the Trustee as to the time, method and place of conducting any proceeding for any remedy available to the Book-Entry Depositary Trustee with respect to the Global Notes Note or exercising any power conferred on the Trustee and the Book-Entry DepositaryDepositary shall endeavor insofar as practicable and permitted under the provisions of or governing the Global Note and the Depositary Interest to direct the Trustee to take such action. However, the Book-Entry Depositary may refuse to follow any direction that conflicts with law, the Indenture or this Agreement, that may involve the Book- Book-Entry Depositary in personal liability, or that the Book-Entry Depositary determines in good faith may be unduly prejudicial to the rights of the holders of Book-Entry Notes not joining in the giving of such direction and may take any other action it deems proper that is not inconsistent with any directions received from the Depositary pursuant to this Section 2.9(d).