Common use of Book-Entry Provisions for Global Certificates Clause in Contracts

Book-Entry Provisions for Global Certificates. Each Global Certificate shall be registered in the name of the Depository for such Global Certificate or the nominee of such Depository and may be delivered to the Trustee as custodian for such Depository. Members of, or participants in, the Depository ("Agent Members") shall have no rights under this Indenture with respect to any Global Certificate held on their behalf by the Depository, or the Trustee as its custodian, or under such Global Certificate, and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Certificate for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depository or shall impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Security. Transfers of a Global Certificate shall be limited to transfers of such Global Certificate in whole, but not in part, to the Depository, its successors or their respective nominees. Interests of beneficial owners in a Global Certificate may be transferred in accordance with the rules and procedures of the Depository. Physical Certificates shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Certificate if, and only if, either (1) the Depository notifies the Company that it is unwilling or unable to continue as Depository for the Global Certificate and a successor Depository is not appointed by the Company within 90 days of such notice, (2) an Event of Default has occurred and is continuing and the Security Registrar has received a request from the Depository to issue Physical Certificates in lieu of all or a portion of the Global Certificate (in which case the Company shall deliver Physical Certificates within 30 days of such request) or (3) the Company determines not to have the Securities represented by a Global Certificate. In connection with any transfer of a portion of the beneficial interest in a Global Certificate to beneficial owners pursuant to this Section, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Certificate in an amount equal to the principal amount of the beneficial interest in the Global Certificate to be transferred, and the Company shall execute, and the Trustee upon receipt of a Company Order for the authentication and delivery of Physical Certificates shall authenticate and deliver, one or more Physical Certificates of like tenor and amount. In connection with the transfer of an entire Global Certificate to beneficial owners pursuant to this Section, the Global Certificate shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depository in exchange for its beneficial interest in the Global Certificate, an equal aggregate principal amount of Physical Certificates of authorized denominations. The registered holder of a Global Certificate may grant proxies and otherwise authorize any person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities.

Book-Entry Provisions for Global Certificates. Each Global Certificate shall be registered in the name of the Depository for such Global Certificate or the nominee of such Depository and may be delivered to the Trustee as custodian for such Depository. Each Global Certificate shall represent such of the outstanding Securities as shall be specified therein and may provide that it shall represent the aggregate amount of outstanding Securities from time to time endorsed thereon and that the aggregate amount of outstanding Securities represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Global Certificate to reflect the amount, or any increase or decrease in the amount, of outstanding Securities represented thereby shall be made by the Trustee in the manner provided for herein. Members of, or participants in, the Depository ("Agent Members") shall have no rights under this Indenture with respect to any Global Certificate held on their behalf by the Depository, or the Trustee as its custodian, or under such Global Certificate, and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Certificate for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depository or shall impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Security. Transfers of a Global Certificate shall be limited to transfers of such Global Certificate in whole, but not in part, to the Depository, its successors or their respective nominees. Interests of beneficial owners in a Global Certificate may be transferred in accordance with the rules and procedures of the Depository. Physical Certificates shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Certificate if, and only if, either (1) the Depository notifies the Company that it is unwilling or unable to continue as Depository for the Global Certificate and a successor Depository is not appointed by the Company within 90 days of such notice, (2) an Event of Default has occurred and is continuing and the Security Registrar has received a request from the Depository to issue Physical Certificates in lieu of all or a portion of the Global Certificate (in which case the Company shall deliver Physical Certificates within 30 days of such request) or (3) the Company determines not to have the Securities represented by a Global Certificate. In connection with any transfer of a portion of the beneficial interest in a Global Certificate to beneficial owners pursuant to this Section, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Certificate in an amount equal to the principal amount of the beneficial interest in the Global Certificate to be transferred, and the Company shall execute, and the Trustee upon receipt of a Company Order for the authentication and delivery of Physical Certificates shall authenticate and deliver, one or more Physical Certificates of like tenor and amount. In connection with the transfer of an entire Global Certificate to beneficial owners pursuant to this Section, the Global Certificate shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depository in exchange for its beneficial interest in the Global Certificate, an equal aggregate principal amount of Physical Certificates of authorized denominations. The registered holder of a Global Certificate may grant proxies and otherwise authorize any person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities.

Book-Entry Provisions for Global Certificates. Each Global Certificate shall be registered in the name of the Depository for such Global Certificate or the nominee of such Depository and may be delivered to the Trustee as custodian for such Depository. Members of, or participants in, the Depository ("Agent Members") shall have no rights under this Indenture with respect to any Global Certificate held on their behalf by the Depository, or the Trustee as its custodian, or under such Global Certificate, and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Certificate for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depository or shall impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner holder of any SecurityNote. Transfers of a Global Certificate shall be limited to transfers of such Global Certificate in whole, but not in part, to the Depository, its successors or their respective nominees. Interests of beneficial owners in a Global Certificate may be transferred in accordance with the rules and procedures of the Depository. Physical Certificates shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Certificate if, and only if, either (1) the Depository notifies the Company that it is unwilling or unable to continue as Depository for the Global Certificate and a successor Depository is not appointed by the Company within 90 days of such notice, (2) an Event of Default has occurred and is continuing and the Security Registrar has received a request from the Depository to issue Physical Certificates in lieu of all or a portion of the Global Certificate (in which case the Company shall deliver Physical Certificates within 30 days of such request) or (3) the Company determines not to have the Securities represented by a Global Certificate. In connection with any transfer of a portion of the beneficial interest in a Global Certificate to beneficial owners pursuant to this Section, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Certificate in an amount equal to the principal amount of the beneficial interest in the Global Certificate to be transferred, and the Company shall execute, and the Trustee upon receipt of a Company Order for the authentication and delivery of Physical Certificates shall authenticate and deliver, one or more Physical Certificates of like tenor and amount. In connection with the transfer of an entire Global Certificate to beneficial owners pursuant to this Section, the Global Certificate shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depository in exchange for its beneficial interest in the Global Certificate, an equal aggregate principal amount of Physical Certificates of authorized denominations. The registered holder of a Global Certificate may grant proxies and otherwise authorize any person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities.Global