Common use of Book-Entry Notes; Certificated Notes Clause in Contracts

Book-Entry Notes; Certificated Notes. (a) (A) The Class A-1 Notes, Class A-2 Notes and Class A-3 Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Owner thereof will receive a definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.13. Unless and until definitive, fully registered Class A-1 Notes, Class A-2 Notes and/or Class A-3 Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.13: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Book-Entry Notes and the giving of instructions or directions hereunder) as the sole holder of the Book-Entry Notes and shall have no obligation to the Note Owners; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee. (b) Upon original issuance, the Class B Notes will be issued in the form of definitive, fully registered notes without coupons (each, a “Certificated Note”) which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Issuer and authenticated by the Indenture Trustee.

Book-Entry Notes; Certificated Notes. (a) (A) The Class A-1 Notes, Class A-2 A-2a Notes, Class A-2b Notes, Class A-3a Notes, Class A-3b Notes and Class A-3 A-4 Notes, upon original issuance, will and (B) Class B Notes and Class C Notes, at the option of the Issuer (or if requested by a transferee thereof) may, be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Owner thereof will receive a definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.13. Unless and until definitive, fully registered Class A-1 Notes, Class A-2 A-2a Notes, Class A-2b Notes, Class A-3a Notes, Class A-3b Notes and Class A-4 Notes and, in case Class B Notes and/or Class A-3 C Notes have been issued as Book-Entry Notes, the Class B Notes and/or Class C Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.13: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Book-Entry Notes and the giving of instructions or directions hereunder) as the sole holder of the Book-Entry Notes and shall have no obligation to the Note Owners; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee. (b) Upon original issuance, the Class B Notes, the Class C Notes and the Class D Notes will be issued in the form of definitive, fully registered notes without coupons (each, a “Certificated Note”) which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Issuer and authenticated by the Indenture Trustee; provided that the Class B Notes and the Class C Notes may be issued in the form of Book-Entry Notes pursuant to Section 2.11(a), in which case the Issuer shall cooperate with any prospective transferee to enable the relevant transfer to be exempted under Rule 144A or any other exemption from registration under the Securities Act and to obtain any necessary securities identifiers (including CUSIPs) for such Class B Notes and Class C Notes.

Book-Entry Notes; Certificated Notes. (a) (A) The Class A-1 Notes, Class A-2 Notes A-2a Notes, Class A-2b Notes, Class A-3a Notes, Class A-3b Notes, and Class A-3 A-4 Notes, upon original issuance, will and (B) Class B Notes and Class C Notes, at the option of the Issuer (or if requested by a transferee thereof) may, be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Owner thereof will receive a definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.13. Unless and until definitive, fully registered Class A-1 Notes, Class A-2 A-2a Notes, Class A-2b Notes, Class A-3a Notes, Class A-3b Notes, and Class A-4 Notes and, in case Class B Notes and/or Class A-3 C Notes have been issued as Book-Entry Notes, the Class B Notes and/or Class C Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.13: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Book-Entry Notes and the giving of instructions or directions hereunder) as the sole holder of the Book-Entry Notes and shall have no obligation to the Note Owners; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee. (b) Upon original issuance, the Class B Notes, the Class C Notes and the Class D Notes will be issued in the form of definitive, fully registered notes without coupons (each, a “Certificated Note”) which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Issuer and authenticated by the Indenture Trustee; provided that the Class B Notes and the Class C Notes may be issued in the form of Book-Entry Notes pursuant to Section 2.11(a), in which case the Issuer shall cooperate with any prospective transferee to enable the relevant transfer to be exempted under Rule 144A or any other exemption from registration under the Securities Act and to obtain any necessary securities identifiers (including CUSIPs) for such Class B Notes and Class C Notes.

Book-Entry Notes; Certificated Notes. (a) (A) The Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class B Notes, Class C Notes and Class A-3 D Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Owner thereof will receive a definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.13. Unless and until definitive, fully registered Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class B Notes, Class C Notes and/or Class A-3 D Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.13: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Book-Entry Notes and the giving of instructions or directions hereunder) as the sole holder of the Book-Entry Notes and shall have no obligation to the Note Owners; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee. (b) Upon original issuance, the Class B E Notes will be issued in the form of definitive, fully registered notes without coupons (each, a “Certificated Note”) which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Issuer and authenticated by the Indenture Trustee.

Book-Entry Notes; Certificated Notes. (a) (A) The Class A-1 Notes, Class A-2 A-2a Notes, Class A-2b Notes, Class A-3a Notes, Class A-3b Notes, Class A-4a Notes and Class A-3 A-4b Notes, upon original issuance, will and (B) Class B Notes and Class C Notes, at the option of the Issuer (or if requested by a transferee thereof) may, be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Owner thereof will receive a definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.13. Unless and until definitive, fully registered Class A-1 Notes, Class A-2 A-2a Notes, Class A-2b Notes, Class A-3a Notes, Class A-3b Notes, Class A-4a Notes and Class A-4b Notes and, in case Class B Notes and/or Class A-3 C Notes have been issued as Book-Entry Notes, the Class B Notes and/or Class C Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.13: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Book-Entry Notes and the giving of instructions or directions hereunder) as the sole holder of the Book-Entry Notes and shall have no obligation to the Note Owners; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee. (b) Upon original issuance, the Class B Notes, the Class C Notes and the Class D Notes will be issued in the form of definitive, fully registered notes without coupons (each, a “Certificated Note”) which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Issuer and authenticated by the Indenture Trustee; provided that the Class B Notes and the Class C Notes may be issued in the form of Book-Entry Notes pursuant to Section 2.11(a), in which case the Issuer shall cooperate with any prospective transferee to enable the relevant transfer to be exempted under Rule 144A or any other exemption from registration under the Securities Act and to obtain any necessary securities identifiers (including CUSIPs) for such Class B Notes and Class C Notes.

Book-Entry Notes; Certificated Notes. (a) (A) The Class A-1 Notes, Class A-2 Notes and Class A-3 B Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Owner thereof will receive a definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.13. Unless and until definitive, fully registered Class A-1 Notes, Class A-2 Notes and/or Class A-3 B Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.13: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Book-Entry Notes and the giving of instructions or directions hereunder) as the sole holder of the Book-Entry Notes and shall have no obligation to the Note Owners; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee. (b) Upon original issuance, the Class B C Notes will be issued in the form of definitive, fully registered notes without coupons (each, a “Certificated Note”) which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Issuer and authenticated by the Indenture Trustee.