Common use of Successors to DTC Clause in Contracts

Successors to DTC. In the event that DTC advises the Global Agent in writing that DTC is no longer willing or able to discharge properly its responsibilities as nominee and depositary with respect to the Book-Entry Notes and the Global Agent is unable to locate a qualified successor in accordance with Section 5(a) hereof, the Book-Entry Notes shall no longer be restricted to being registered in the Note Register in the name of Cede & Co. (or a successor nominee) as nominee of DTC. At that time, the Issuer may determine that the Book-Entry Notes shall be registered in the name of and deposited with a successor depositary operating a global book-entry system, as may be acceptable to the Issuer, or such depositary’s agent or designee but, if the Issuer does not select such alternative global book-entry system, then upon surrender to the Registrar of the Book-Entry Notes by DTC, accompanied by the registration instructions from DTC for registration, the Global Agent shall at the Issuer’s expense authenticate Definitive Notes in accordance with Section 5 hereof. Neither the Issuer nor the Global Agent shall be liable for any delay in DTC’s delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Global Agent, the Registrar and the Issuer shall recognize the Holders of the Definitive Notes as Holders hereunder.

Successors to DTC. In the event that DTC advises the Global Agent in writing that DTC is no longer willing or able to discharge properly its responsibilities as nominee and depositary with respect to the Book-Entry Notes and the Global Agent is unable to locate a qualified successor in accordance with Section 5(a) hereof, the Book-Entry Notes shall no longer be restricted to being registered in the Note Register in the name of Cede & Co. (or a successor nominee) as nominee of DTC. At that time, the Issuer may determine that the Book-Entry Notes shall be registered in the name of and deposited with a successor depositary operating a global book-entry system, as may be acceptable to the Issuer, or such depositary’s agent or designee but, if the Issuer does not select such alternative global book-entry system, then upon surrender to the Registrar of the Book-Entry Notes by DTC, accompanied by the registration instructions from DTC for registration, the Global Agent shall at the Issuer’s expense authenticate Definitive Notes in accordance with Section 5 hereof. Neither the Issuer nor the Global Agent shall be liable for any delay in DTC’s delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Global Agent, the Registrar and the Issuer shall recognize the Holders of the Definitive Notes as Holders Noteholders hereunder.

Successors to DTC. In the event that DTC advises the Global Agent in writing that DTC is no longer willing or able to discharge properly its responsibilities as nominee and depositary with respect to the Book-Entry Notes and the Global Agent is unable to locate a qualified successor in accordance with Section 5(a) hereof, the Book-Entry Notes shall no longer be restricted to being registered in the Note Register in the name of Cede & Co. (or a successor nominee) as nominee of DTC. At that time, the Issuer may determine that the Book-Entry Notes shall be registered in the name of and deposited with a successor depositary operating a global book-entry system, as may be acceptable to the Issuer, or such depositary’s agent or designee but, if the Issuer does not select such alternative global book-entry system, then upon surrender to the Registrar of the Book-Entry Notes by DTC, accompanied by the registration instructions from DTC for registration, the Global Agent shall at the Issuer’s expense authenticate Class M Definitive Notes in accordance with Section 5 hereof. Neither the Issuer nor the Global Agent shall be liable for any delay in DTC’s delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Class M Definitive Notes, the Global Agent, the Registrar and the Issuer shall recognize the Holders of the Class M Definitive Notes as Holders Noteholders hereunder.