Common use of Book-Based System Clause in Contracts

Book-Based System. (a) Registration of beneficial interests in, and transfers and pledges of, Notes represented by Global Certificates shall be made through the book-based system. Except for (i) Notes originally issued to “affiliates” of the Issuer (as such term is defined in Rule 144 under the U.S. Securities Act), (ii) Notes for which physical certificates evidencing ownership in Notes are otherwise required to deal with restricted and/or legended securities, or (iii) physical Notes issued pursuant to Section 3.2(b), the Notes shall be evidenced by a Global Certificate registered in the name of the Depository as contemplated in Section 2.4. Any Notes originally issued to “affiliates” of the Issuer (as such term is defined in Rule 144 under the U.S. Securities Act) or issued pursuant to clause (ii) of the preceding sentence shall be evidenced by physical certificates evidencing ownership in such Notes (substantially in the form set out in Schedule A hereto), and such definitive certificates shall bear the legend required in Section 2.6(e), unless and until transferred pursuant to Section 3.2(c)(ii) or exchanged pursuant to Section 3.6(a) of this Indenture. (b) Except as otherwise provided in Section 3.2(b) and Section 3.2(c), the Notes (other than (i) those Notes issued to “affiliates” of the Issuer, as such term is defined in Rule 144 under the U.S. Securities Act, (ii) where physical certificates evidencing ownership in Notes are otherwise required to deal with restricted and/or legended Notes, or (iii) physical Notes issued pursuant to Section 3.2(b)) shall be issued under the book-based system and shall be represented by a Global Certificate. Beneficial interests in a Global Certificate shall be represented through book-based accounts of Participants on behalf of the applicable Beneficial Holders in accordance with the rules and procedures of the Depository. None of the Issuer or the Trustees shall have any liability for (i) the records maintained by the Depository or any other Person relating to beneficial interests in Global Certificates or the book-based system maintained by the Depository, (ii) maintaining, supervising or reviewing any records relating to such beneficial ownership interests or payments made by any Person (other than the Issuer) in respect thereof, (iii) any advice or representation made or given by the Depository or made or given herein with respect to the rules and regulations of the Depository or (iv) any action to be taken by the Depository at the direction of its Participants. Except as provided herein (including for (i) Notes issued to “affiliates” of the Issuer, as such term is defined in Rule 144 under the U.S. Securities Act, (ii) where physical certificates evidencing ownership in Notes are otherwise required to deal with restricted and/or legended securities, or (iii) physical Notes issued pursuant to Section 3.2(b)), Beneficial Holders shall not be entitled to have Notes registered in their names, shall not receive or be entitled to receive definitive certificates for their Notes and shall not be considered owners or holders thereof under this Indenture. Notwithstanding the foregoing, nothing herein shall impair, as between the Depository and its Participants or applicable Beneficial Holders, the operation of customary practices of the Depository governing the exercise of the rights of applicable Beneficial Holders of their interests in the Notes represented by a Global Certificate. Whenever this Indenture requires or permits actions to be taken based upon votes, resolutions, instructions, directions, waivers or consents of Holders evidenced by a specified percentage of the outstanding Notes, the Depository shall be deemed to be counted in that percentage only to the extent that it has received instructions to such effect from the Beneficial Holders, or the Participants on behalf of the applicable Beneficial Holders, in accordance with the customary practices of the Depository.

Book-Based System. (a) Registration of beneficial interests in, and transfers and pledges of, Notes Debentures represented by Global Certificates shall be made through the book-based system. Except for (i) Notes Debentures originally issued to “affiliates” of the Issuer (as such term is defined in Rule 144 under the U.S. Securities Act), (ii) Notes Debentures for which physical certificates evidencing ownership in Notes Debentures are otherwise required to deal with restricted and/or legended securities, or (iii) physical Notes Debentures issued pursuant to Section 3.2(b), the Notes Debentures shall be evidenced by a Global Certificate registered in the name of the Depository as contemplated in Section 2.4. Any Notes Debentures originally issued to “affiliates” of the Issuer (as such term is defined in Rule 144 under the U.S. Securities Act) or issued pursuant to clause (ii) of the preceding sentence shall be evidenced by physical certificates evidencing ownership in such Notes Debentures (substantially in the form set out in Schedule A hereto), and such definitive certificates shall bear the legend required in Section 2.6(e), unless and until transferred pursuant to Section 3.2(c)(ii) or exchanged pursuant to Section 3.6(a) of this Indenture. (b) Except as otherwise provided in Section 3.2(b) and Section 3.2(c), the Notes Debentures (other than (i) those Notes Debentures issued to “affiliates” of the Issuer, as such term is defined in Rule 144 under the U.S. Securities Act, (ii) where physical certificates evidencing ownership in Notes Debentures are otherwise required to deal with restricted and/or legended NotesDebentures, or (iii) physical Notes Debentures issued pursuant to Section 3.2(b)) shall be issued under the book-based system and shall be represented by a Global Certificate. Beneficial interests in a Global Certificate shall be represented through book-based accounts of Participants on behalf of the applicable Beneficial Holders in accordance with the rules and procedures of the Depository. None of the Issuer or the Debenture Trustees shall have any liability for (i) the records maintained by the Depository or any other Person relating to beneficial interests in Global Certificates or the book-based system maintained by the Depository, (ii) maintaining, supervising or reviewing any records relating to such beneficial ownership interests or payments made by any Person (other than the Issuer) in respect thereof, (iii) any advice or representation made or given by the Depository or made or given herein with respect to the rules and regulations of the Depository or (iv) any action to be taken by the Depository at the direction of its Participants. Except as provided herein (including for (i) Notes Debentures issued to “affiliates” of the Issuer, as such term is defined in Rule 144 under the U.S. Securities Act, (ii) where physical certificates evidencing ownership in Notes Debentures are otherwise required to deal with restricted and/or legended securities, or (iii) physical Notes Debentures issued pursuant to Section 3.2(b)), Beneficial Holders shall not be entitled to have Notes Debentures registered in their names, shall not receive or be entitled to receive definitive certificates for their Notes Debentures and shall not be considered owners or holders thereof under this Indenture. Notwithstanding the foregoing, nothing herein shall impair, as between the Depository and its Participants or applicable Beneficial Holders, the operation of customary practices of the Depository governing the exercise of the rights of applicable Beneficial Holders of their interests in the Notes Debentures represented by a Global Certificate. Whenever this Indenture requires or permits actions to be taken based upon votes, resolutions, instructions, directions, waivers or consents of Holders evidenced by a specified percentage of the outstanding NotesDebentures, the Depository shall be deemed to be counted in that percentage only to the extent that it has received instructions to such effect from the Beneficial Holders, or the Participants on behalf of the applicable Beneficial Holders, in accordance with the customary practices of the Depository.

Book-Based System. (a) Registration of beneficial interests in, and transfers and pledges of, Notes represented by Global Certificates shall be made through the book-based system. Except for (i) Notes originally issued to “"affiliates” " of the Issuer (as such term is defined in Rule 144 under the U.S. Securities Act), (ii) Notes for which physical certificates evidencing ownership in Notes are otherwise required to deal with restricted and/or legended securities, or (iii) physical Notes issued pursuant to Section 3.2(b), the Notes shall be evidenced by a Global Certificate registered in the name of the Depository as contemplated in Section 2.4. Any Notes originally issued to “"affiliates” " of the Issuer (as such term is defined in Rule 144 under the U.S. Securities Act) or issued pursuant to clause (ii) of the preceding sentence shall be evidenced by physical certificates evidencing ownership in such Notes (substantially in the form set out in Schedule A hereto), and such definitive certificates shall bear the legend required in Section 2.6(e), unless and until transferred pursuant to Section 3.2(c)(ii) or exchanged pursuant to Section 3.6(a) of this Indenture. (b) Except as otherwise provided in Section 3.2(b) and Section 3.2(c), the Notes (other than (i) those Notes issued to “"affiliates” " of the Issuer, as such term is defined in Rule 144 under the U.S. Securities Act, (ii) where physical certificates evidencing ownership in Notes are otherwise required to deal with restricted and/or legended Notes, or (iii) physical Notes issued pursuant to Section 3.2(b)) shall be issued under the book-based system and shall be represented by a Global Certificate. Beneficial interests in a Global Certificate shall be represented through book-based accounts of Participants on behalf of the applicable Beneficial Holders in accordance with the rules and procedures of the Depository. None of the Issuer or the Trustees shall have any liability for (i) the records maintained by the Depository or any other Person relating to beneficial interests in Global Certificates or the book-based system maintained by the Depository, (ii) maintaining, supervising or reviewing any records relating to such beneficial ownership interests or payments made by any Person (other than the Issuer) in respect thereof, (iii) any advice or representation made or given by the Depository or made or given herein with respect to the rules and regulations of the Depository or (iv) any action to be taken by the Depository at the direction of its Participants. Except as provided herein (including for (i) Notes issued to “"affiliates” " of the Issuer, as such term is defined in Rule 144 under the U.S. Securities Act, (ii) where physical certificates evidencing ownership in Notes are otherwise required to deal with restricted and/or legended securities, or (iii) physical Notes issued pursuant to Section 3.2(b)), Beneficial Holders shall not be entitled to have Notes registered in their names, shall not receive or be entitled to receive definitive certificates for their Notes and shall not be considered owners or holders thereof under this Indenture. Notwithstanding the foregoing, nothing herein shall impair, as between the Depository and its Participants or applicable Beneficial Holders, the operation of customary practices of the Depository governing the exercise of the rights of applicable Beneficial Holders of their interests in the Notes represented by a Global Certificate. Whenever this Indenture requires or permits actions to be taken based upon votes, resolutions, instructions, directions, waivers or consents of Holders evidenced by a specified percentage of the outstanding Notes, the Depository shall be deemed to be counted in that percentage only to the extent that it has received instructions to such effect from the Beneficial Holders, or the Participants on behalf of the applicable Beneficial Holders, in accordance with the customary practices of the Depository.or

Book-Based System. (a) Registration of beneficial interests in, and transfers and pledges of, Notes Debentures represented by Global Certificates shall be made through the book-based system. Except for (i) Notes Debentures originally issued to “"affiliates” " of the Issuer (as such term is defined in Rule 144 under the U.S. Securities Act), (ii) Notes Debentures for which physical certificates evidencing ownership in Notes Debentures are otherwise required to deal with restricted and/or legended securities, or (iii) physical Notes Debentures issued pursuant to Section 3.2(b), the Notes Debentures shall be evidenced by a Global Certificate registered in the name of the Depository as contemplated in Section 2.4. Any Notes Debentures originally issued to “"affiliates” " of the Issuer (as such term is defined in Rule 144 under the U.S. Securities Act) or issued pursuant to clause (ii) of the preceding sentence shall be evidenced by physical certificates evidencing ownership in such Notes Debentures (substantially in the form set out in Schedule A hereto), and such definitive certificates shall bear the legend required in Section 2.6(e), unless and until transferred pursuant to Section 3.2(c)(ii) or exchanged pursuant to Section 3.6(a) of this Indenture. (b) Except as otherwise provided in Section 3.2(b) and Section 3.2(c), the Notes Debentures (other than (i) those Notes Debentures issued to “"affiliates” " of the Issuer, as such term is defined in Rule 144 under the U.S. Securities Act, (ii) where physical certificates evidencing ownership in Notes Debentures are otherwise required to deal with restricted and/or legended NotesDebentures, or (iii) physical Notes Debentures issued pursuant to Section 3.2(b)) shall be issued under the book-based system and shall be represented by a Global Certificate. Beneficial interests in a Global Certificate shall be represented through book-based accounts of Participants on behalf of the applicable Beneficial Holders in accordance with the rules and procedures of the Depository. None of the Issuer or the Debenture Trustees shall have any liability for (i) the records maintained by the Depository or any other Person relating to beneficial interests in Global Certificates or the book-based system maintained by the Depository, (ii) maintaining, supervising or reviewing any records relating to such beneficial ownership interests or payments made by any Person (other than the Issuer) in respect thereof, (iii) any advice or representation made or given by the Depository or made or given herein with respect to the rules and regulations of the Depository or (iv) any action to be taken by the Depository at the direction of its Participants. Except as provided herein (including for (i) Notes Debentures issued to “"affiliates” " of the Issuer, as such term is defined in Rule 144 under the U.S. Securities Act, (ii) where physical certificates evidencing ownership in Notes Debentures are otherwise required to deal with restricted and/or legended securities, or (iii) physical Notes Debentures issued pursuant to Section 3.2(b)), Beneficial Holders shall not be entitled to have Notes Debentures registered in their names, shall not receive or be entitled to receive definitive certificates for their Notes Debentures and shall not be considered owners or holders thereof under this Indenture. Notwithstanding the foregoing, nothing herein shall impair, as between the Depository and its Participants or applicable Beneficial Holders, the operation of customary practices of the Depository governing the exercise of the rights of applicable Beneficial Holders of their interests in the Notes Debentures represented by a Global Certificate. Whenever this Indenture requires or permits actions to be taken based upon votes, resolutions, instructions, directions, waivers or consents of Holders evidenced by a specified percentage of the outstanding NotesDebentures, the Depository shall be deemed to be counted in that percentage only to the extent that it has received instructions to such effect from the Beneficial Holders, or the Participants on behalf of the applicable Beneficial Holders, in accordance with the customary practices of the Depository.