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

Book-Entry Provisions for Global Note. (a) The Global Note initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit C attached hereto. Members of, or participants in, the Depository ("Agent Members") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Note, and the Depository may be treated by the Company, the Trustee, any agent of the Company, or the Trustee as the absolute owner of the Global Note 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 impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Note. (a) The Global Note initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit C attached heretoSection 2.15. Members of, or participants in, the Depository ("Agent MembersParticipants") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Note, and the Depository may be treated by the Company, the Trustee, Trustee and any agent of the Company, Company or the Trustee as the absolute owner of the Global Note 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 impair, as between the Depository and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Note. (a) The Global Note initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit C attached heretoSection 2.15. Members of, or participants in, the Depository ("Agent Members") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Note, and the Depository may be treated by the Company, the Trustee, Trustee and any agent of the Company, Company or the Trustee as the absolute owner of the Global Note 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 impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder holder of any Note.

Book-Entry Provisions for Global Note. (a) The Global Note initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit C attached hereto. Members of, or participants in, the Depository Depositary ("Agent MembersAGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, Depositary or under the any Global Note, and the Depository Depositary may be treated by the Company, the Trustee, Trustee and any agent of the Company, Company or the Trustee as the absolute owner of the any Global Note for all purposes whatsoever. Any Holder of any Global Note shall, by acceptance of such Global Note, agree that the transfers of Interests in such Global Note may be effected only through a book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership of an Interest in such Global Note shall be required to be reflected in a book-entry system. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any an agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Note. (a) The Global Note initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit C attached hereto. B. Members of, or participants in, the Depository ("Agent MembersAGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Note, and the Depository may be treated by the Company, the Trustee, Trustee and any agent of the Company, Company or the Trustee as the absolute owner of the Global Note 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 impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder holder of any Note.

Book-Entry Provisions for Global Note. (a) The Global Note initially shall (i) be registered in the name of the Depository Depositary for such Global Note or the nominee of such DepositoryDepositary, (ii) be delivered to deposited with, or on behalf of, the Trustee Depositary or with the Trustee, as custodian for such Depository Depositary, and (iii) bear legends a legend as set forth in Exhibit C attached heretoSection 2.02. Members of, or participants in, the Depository Depositary ("Agent MembersAGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositoryDepositary, or the Trustee as its custodian, or under the Global Note, and the Depository Depositary may be treated by the CompanyAlderwoods, the Trustee, Trustee and any agent of the Company, Alderwoods or the Trustee as the absolute owner of the such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyAlderwoods, the Trustee or any agent of the Company Alderwoods or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or shall impair, as between the Depository Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Two-Year Note.

Book-Entry Provisions for Global Note. (a) The Global Note initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit C attached hereto. B. Members of, or participants in, the Depository ("Agent MembersDepository --------- ---------- Participants") shall have no rights under this Indenture with respect to any ------------ Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Note, and the Depository may be treated by the Company, the Trustee, Trustee and any agent of the Company, Company or the Trustee as the absolute owner of the Global Note 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 impair, as between the Depository and its Agent MembersDepository Participants, the operation of customary practices governing the exercise of the rights of a Holder holder of any Note.

Book-Entry Provisions for Global Note. (a) The Global Note initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit C attached heretoSection 2.15. Members of, or participants in, the Depository ("Agent Members") shall ------------- have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Note, and the Depository may be treated by the Company, the Trustee, Trustee and any agent of the Company, Company or the Trustee as the absolute owner of the Global Note 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 impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder holder of any Note.

Book-Entry Provisions for Global Note. (a) The Global Note Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit C attached hereto. C. Members of, or participants in, the Depository ("Agent Members") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Note, and the Depository may be treated by the Company, the Trustee, Trustee and any agent of the Company, Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Companycompany, 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 impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Note. (a) The Global Note initially shall (i) be registered in the name of the Depository Depositary for such Global Note or the nominee of such DepositoryDepositary, (ii) be delivered to deposited with, or on behalf of, the Trustee Depositary or with the Trustee, as custodian for such Depository Depositary, and (iii) bear legends a legend as set forth in Exhibit C attached heretoSection 2.02. Members of, or participants in, the Depository Depositary ("Agent MembersAGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositoryDepositary, or the Trustee as its custodian, or under the Global Note, and the Depository Depositary may be treated by the CompanyAlderwoods, the Trustee, Trustee and any agent of the Company, Alderwoods or the Trustee as the absolute owner of the such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyAlderwoods, the Trustee or any agent of the Company Alderwoods or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or shall impair, as between the Depository Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Subordinated Note.

Book-Entry Provisions for Global Note. (a) The One or more Global Note Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth contained in Exhibit C attached hereto. B. Members of, or participants in, the Depository ("Agent Members") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Note, and the Depository may be treated by the Company, the Trustee, the Paying Agent and the Note Registrar and any agent of the Company, or the Trustee same as the absolute owner and Holder of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee Trustee, the Paying Agent and the Note Registrar or any agent of the Company or the Trustee same from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Note. (a1) The Global Note Notes initially shall (iA) be registered in the name of the Depository or the nominee of such Depository, (iiB) be delivered to the Trustee as custodian for such Depository and (iiiC) bear legends the legend as set forth in Exhibit C attached hereto. C. Members of, or participants in, the Depository ("“Agent Members"”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global NoteNotes, and the Depository may be treated by the Company, the Trustee, Trustee and any agent Agent of the Company, Company or the Trustee as the absolute owner of the such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent Agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Note. (a) The Global Note initially shall (i) be registered in the name of the Depository Depositary or the nominee of such DepositoryDepositary, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear legends as set forth in Exhibit C attached hereto. B. Members of, or participants in, the Depository Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositoryDepositary, or the Trustee as its custodian, or under the Global Note, and the Depository Depositary may be treated by the Company, the Trustee, Trustee and any agent of the Company, Company or the Trustee as the absolute owner of the Global Note 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 Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder holder of any Note.

Book-Entry Provisions for Global Note. (a) The Global Note initially shall (i) be registered in the name of the Depository Depositary for such Global Note or the nominee of such DepositoryDepositary, (ii) be delivered to deposited with, or on behalf of, the Trustee Depositary or with the Trustee, as custodian for such Depository Depositary, and (iii) bear legends a legend as set forth in Exhibit C attached heretoSection 2.02. Members of, or participants in, the Depository Depositary ("Agent MembersAGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositoryDepositary, or the Trustee as its custodian, or under the Global Note, and the Depository Depositary may be treated by the CompanyAlderwoods, the Trustee, Trustee and any agent of the Company, Alderwoods or the Trustee as the absolute owner of the such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyAlderwoods, the Trustee or any agent of the Company Alderwoods or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or shall impair, as between the Depository Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Seven-Year Note.

Book-Entry Provisions for Global Note. (a) The Global Note Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit C attached heretoSection 2.15. Members of, or participants in, the Depository ("“Agent Members"”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global NoteNotes, and the Depository may be treated by the CompanyIssuer, the Trustee, Trustee and any agent Agent of the Company, Issuer or the Trustee as the absolute owner of the such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Trustee or any agent Agent of the Company Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Note. (a) The Global Note initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit C attached heretoSection 2.15. Members of, or participants in, the Depository ("Agent Members") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Note, and the Depository may be treated by the Company, the Trustee, Trustee and any agent of the Company, Company or the Trustee as the absolute owner of the Global Note 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 impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Note. (a) The Each Global Note initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit C attached hereto. B. Members of, or participants in, the Depository ("Agent Members") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Note, and the Depository may be treated by the Company, the Trustee, Trustee and any agent of the Company, Company or the Trustee as the absolute owner of the Global Note 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 impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder holder of any Note.

Book-Entry Provisions for Global Note. (a) The Global Note Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee Registrar as custodian for such Depository and (iii) bear legends as set forth in Exhibit C attached heretoSection 2.15. Members of, or participants in, the Depository ("Agent Members") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee Registrar as its custodian, or under the such Global Note, and the Depository may be treated by the Company, the Trustee, each Agent and any agent of the Company, or the Trustee or any Agent as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee Trustee, each Agent or any agent of the Company or Company, the Trustee or any Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Note. (a) The Global Note initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit C attached hereto. Members of, or participants in, the Depository Depositary ("Agent MembersAGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, Depositary or under the Global Note, and the Depository Depositary may be treated by the Company, the Trustee, Trustee and any agent of the Company, Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Any Holder of the Global Note shall, by acceptance of such Global Note, agree that the transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book-entry system. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any an agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Note. (a) The Global Note Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit C attached hereto. Members of, or participants in, the Depository ("“Agent Members"”) shall have no rights under this Indenture with respect to any Global Note Notes held on their behalf by the Depository, or the Trustee as its custodian, or under the Global NoteNotes, and the Depository may be treated by the Company, the Trustee, any agent of the Company, or the Trustee as the absolute owner of the Global Note 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 impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Note. (a) The Global Note Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit C attached heretoSection 2.15. Members of, or participants in, the Depository ("Agent MembersAGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global NoteNotes, and the Depository may be treated by the CompanyIssuer, the Trustee, Trustee and any agent Agent of the Company, Issuer or the Trustee as the absolute owner of the such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Trustee or any agent Agent of the Company Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Note. (a) The Global Notes will be issued in the form of a fully registered global Note. The global Note initially shall will be deposited with, or on behalf of, The Depository Trust Company (ithe "Depository") be and registered in the name of the Depository or the Cede & Co., as nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit C attached heretoDepositary. Members of, or participants in, the Depository ("Agent Members") shall have no rights under this Indenture with respect to any Global global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global global Note, and the Depository may be treated by the Company, the Trustee, Trustee and any agent of the Company, Company or the Trustee as the absolute owner of the Global global Note 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 impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Note. (a) The Global Note initially shall (i) be registered in the name of the Depository Depositary or the nominee of such DepositoryDepositary, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear legends as set forth in Exhibit C attached hereto. EXHIBIT B. Members of, or participants in, the Depository Depositary ("Agent MembersAGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositoryDepositary, or the Trustee as its custodian, or under the Global Note, and the Depository Depositary may be treated by the Company, the Trustee, Trustee and any agent of the Company, Company or the Trustee as the absolute owner of the Global Note 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 Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder holder of any Note.

Book-Entry Provisions for Global Note. (a) The Global Note initially shall (i) be registered in the name of the Depository Depositary for such Global Note or the nominee of such DepositoryDepositary, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear legends as set forth in Exhibit C attached heretoSection 2.1(d). Members of, or participants in, the Depository Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositoryDepositary, or the Trustee as its custodian, or under the Global Note, and the Depository Depositary may be treated by the CompanyCorporation, the Trustee, Trustee and any agent of the Company, Corporation or the Trustee as the absolute owner of the such Global Note Note, for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyCorporation, the Trustee or any agent of the Company Corporation or the Trustee Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder holder of any NoteSecurity.

Book-Entry Provisions for Global Note. (a) The Global Note initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit C attached hereto. C. Members of, or participants in, the Depository ("Agent Members") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Note, and the Depository may be treated by the Company, the Trustee, Trustee and any agent of the Company, Company or the Trustee as the absolute owner of the Global Note 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 impair, as between the Depository and its Agent Membersmembers, the operation of customary practices governing the exercise of the rights of a Holder holder of any Note.

Book-Entry Provisions for Global Note. (a) The Global Note initially shall (i) be registered in the name of the Depository Depositary or the nominee of such DepositoryDepositary, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear legends as set forth in Exhibit C attached hereto. B. Members of, or participants in, the Depository Depositary ("Agent MembersAGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositoryDepositary, or the Trustee as its custodian, or under the Global Note, and the Depository Depositary may be treated by the Company, the Trustee, Trustee and any agent of the Company, Company or the Trustee as the absolute owner of the Global Note 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 Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder holder of any Note.

Book-Entry Provisions for Global Note. (a) The Global Notes will be issued in the form of a fully registered global Note. The global Note initially shall will be deposited with, or on behalf of, The Depository Trust Company (ithe "Depository") be and registered in the name of the Depository or the Cede & Co., as nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit C attached heretoDepositary. Members of, or participants in, the Depository ("Agent Members") shall have no rights under this Indenture with respect to any Global global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global global Note, and the Depository Depository, or its nominee, may be treated by the Company, the Trustee, Trustee and any agent of the Company, Company or the Trustee as the absolute owner of the Global global Note 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 impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Note. (a) The Global Note Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit C attached heretoSection 2.15. Members of, or participants in, the Depository ("Agent Members") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global NoteNotes, and the Depository may be treated by the CompanyIssuer, the Trustee, Trustee and any agent Agent of the Company, Issuer or the Trustee as the absolute owner of the such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Trustee or any agent Agent of the Company Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Note. (a) The Global Note initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit C attached heretoSection 2.15. Members of, or participants in, the Depository ("Agent Members") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Note, and the Depository may be treated by the CompanyIssuers, the Trustee, Trustee and any agent of the Company, Issuers or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuers, the Trustee or any agent of the Company Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Note. (a) The Global Note initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit C attached hereto. Members of, or participants in, the Depository Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, Depositary or under the Global Note, and the Depository Depositary may be treated by the Company, the Trustee, Trustee and any agent of the Company, Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Any Holder of the Global Note, by acceptance of such Global Note, shall agree that the transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by the Depositary (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book-entry system. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any an agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Note. (a) The Global Note Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository Depository, and (iii) bear legends the legend as set forth in Exhibit C attached hereto. C. Members of, or participants in, the Depository ("Agent Members") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global NoteNotes, and the Depository may be treated by the Company, the Trustee, Trustee and any agent Agent of the Company, Company or the Trustee as the absolute owner of the such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent Agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Note. (a) The Global Note Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends the legend as set forth in Exhibit C attached hereto. C. Members of, or participants in, the Depository ("Agent Members") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global NoteNotes, and the Depository may be treated by the Company, the Trustee, Trustee and any agent Agent of the Company, Company or the Trustee as the absolute ab- 53 - 45 - solute owner of the such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent Agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Note. (a) The Global Note initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Notes Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit C attached heretoSection 2.15. Members of, or participants in, the Depository ("Agent Members") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Notes Trustee as its custodian, or under the Global Note, and the Depository may be treated by the Company, the Trustee, Notes Trustee and any agent of the Company, Company or the Notes Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Notes Trustee or any agent of the Company or the Notes Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.