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

Book-Entry Provisions for Global Notes. (a) Each Global Note initially shall (i) be registered in the name of the Depositary for such Global Note or the nominee of such Depositary and (ii) be delivered to the Trustee as custodian for such Depositary. Neither the Company nor any agent of the Company shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note, and the Depositary may be treated by the Company, any other obligor upon the Notes, the Trustee and any agent of any of them as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, any other obligor upon the Notes, the Trustee or any agent of any of them from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Note. The registered holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) Each Global Note initially shall (i) be registered in the name of the Depositary for such Global Note or the a nominee of such the Depositary and (ii) be delivered to the Custodian on behalf of the Depositary or retained by the Trustee as custodian of DTC. Each Global Note initially shall (i) be registered in the name of a nominee for such the Depositary. Neither , (ii) be delivered to the Company nor any agent Custodian on behalf of the Company shall have any responsibility Depositary or liability for any aspect retained by the Trustee as custodian of the records relating to or payments made on account of beneficial ownership interests of a Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsDTC. Agent Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global NoteNote held on their behalf by the Depositary, or the Custodian, or under the Global Notes, and the Depositary may be treated by the Company, any other obligor upon the Notes, the Trustee and any agent of any of them as the absolute owner of such Global Note for all purposes whatsoeverwhatsoever (including for purposes of receiving notices and payments). Notwithstanding the foregoing, nothing herein shall prevent the Company, any other obligor upon the Notes, the Trustee or any agent of any of them them, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Global Note. None of the Company, the Trustee, the paying agent and the Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such Depositary, including records in respect of the beneficial owners of any such Global Note, for any transactions between the Depositary and any agent member or between or among the Depositary, any such agent member and/or any Holder or beneficial owner of such Global Note, or for any transfers of beneficial interests in any such Global Note. The registered holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) Each The U.S. Global Note Notes and Offshore Global Notes initially shall (i) be registered in the name of the Depositary for such Global Note Notes or the nominee of such Depositary and Depositary, (ii) be delivered to the Trustee as custodian for such Depositary. Neither the Company nor any agent of the Company shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsDepositary and (iii) bear legends as set forth in Section 2.02. Members of, or participants in, the Depositary (“the "Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Note, and the Depositary may be treated by the Company, any other obligor upon the NotesGuarantors, the Trustee and any agent of any of them the Company, the Guarantors or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, any other obligor upon the NotesGuarantors, the Trustee or any agent of any of them the Company, the Guarantors or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner Holder of any Note. The registered holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) Each Global Note initially shall (i) be registered in the name of the Depositary for such Global Note Notes or the nominee of such Depositary and Depositary, (ii) be delivered to the Trustee as custodian for such DepositaryDepositary and (iii) bear legends as set forth in Section 202. Neither Except as provided in Section 311(b), owners of beneficial interests in the Company nor any agent Global Notes will not have Notes registered in their names, will not receive physical delivery of Notes in certificated form and will not be considered the Company shall have any responsibility registered owner or liability Holder thereof under this Indenture for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestspurpose. Members of, or participants Participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note, and the Depositary may be treated by the Company, any other obligor upon the Notes, the Trustee and any agent of any of them the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, any other obligor upon the Notes, the Trustee or any agent of any of them the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Note. The registered holder Holder of a Global Note may grant proxies and otherwise authorize any Personperson, including Agent Members Participants and Persons persons that may hold interests through Agent MembersParticipants, to take any action that which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) Each The Global Note Notes initially shall (i) be registered in the name of the Depositary for such Global Note or the nominee of such Depositary and Depositary, (ii) be delivered to the Trustee as custodian for such Depositary. Neither the Company nor any agent of the Company shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Depositary and (iii) bear legends as set forth in Exhibit B. Members of, or participants in, the Depositary (“Agent Members”"Participants") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Note, and the Depositary may be treated by the Company, any other obligor upon the Notes, the Trustee and any agent of any of them the Company or the Trustee as the absolute owner of such the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, any other obligor upon the Notes, the Trustee or any agent of any of them the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a beneficial owner Holder of any Note. The registered holder of a Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in Global Notes if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for any Global Note may grant proxies and otherwise authorize any Person, including Agent Members a successor depositary is not appointed by the Company within 30 days of such notice or (ii) an Event of Default has occurred and Persons that may hold interests through Agent Members, is continuing and the Registrar has received a request from the Depositary to take any action that a Holder is entitled to take under this Indenture or the issue Physical Notes.

Book-Entry Provisions for Global Notes. (a) Each Global Note initially shall (i) be registered in the name of the Depositary for such Global Note or the nominee of such Depositary and (ii) be delivered to the Trustee as custodian for such Depositary. Neither the Company nor any agent of the Company shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Members of, or participants in, the Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note, and the Depositary may be treated by the Company, any other obligor upon the Notes, the Trustee and any agent of any of them as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, any other obligor upon the Notes, the Trustee or any agent of any of them from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Note. The registered holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) Each Global -------------------------------------- Note initially shall (i) be registered in the name of the Depositary for such Global Note or the nominee of such Depositary and (ii) be delivered to the Trustee as custodian for such Depositary. Neither of the Company Issuers nor any agent of the Company Issuers shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Members of, or participants in, the Depositary (“"Agent Members”") shall ------------- have no rights under this Indenture with respect to any Global Note, and the Depositary may be treated by the CompanyIssuers, any other obligor upon the Notes, the Trustee and any agent of any of them as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuers, any other obligor upon the Notes, the Trustee or any agent of any of them from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Note. The registered holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) Each Global Note initially shall (i) be registered in the name of the Depositary for such Global Note Notes or the nominee of such Depositary and Depositary, (ii) be delivered to the Trustee as custodian for such DepositaryDepositary and (iii) bear legends as set forth in Section 202. Neither Except as provided in Section 311(b), owners of beneficial interests in the Company nor any agent Global Notes will not have Notes registered in their names, will not receive physical delivery of Notes in certificated form and will not be considered the Company shall have any responsibility registered owner or liability Holder thereof under this Indenture for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestspurpose. Members of, or participants Participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note, and the Depositary may be treated by the Company, any other obligor upon the Notes, the Trustee and any agent of any of them the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, any other obligor upon the Notes, the Trustee or any agent of any of them the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Note. The registered holder Holder of a Global Note may grant proxies and otherwise authorize any Personperson, including Agent Members Participants and Persons persons that 34 41 may hold interests through Agent MembersParticipants, to take any action that which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) Each The U.S. -------------------------------------- Global Note Notes and Offshore Global Notes initially shall (i) be registered in the name of the Depositary for such Global Note Notes or the nominee of such Depositary and Depositary, (ii) be delivered to the Trustee as custodian for such Depositary. Neither the Company nor any agent of the Company shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsDepositary and (iii) bear legends as set forth in Section 2.02. Members of, or participants in, the Depositary (“"Agent Members”") shall have ------------- no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under such Global Note, and the Depositary may be treated by the Obligors, the Company, any other obligor upon the Notes, the Trustee and any agent of any of them the Obligors, the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Obligors, the Company, any other obligor upon the Notes, the Trustee or any agent of any of them the Obligors, the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner holder of any Note. The registered holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (aA) Each The Notes shall initially be issued in the form of a Global Note initially and shall (i) be registered in the name of the Depositary for such Global Note or the nominee of such the Depositary and (ii) be delivered to the Trustee as custodian for such the Depositary. Neither So long as DTC, or its nominee, is the Company nor any agent Holder of the Company shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note, DTC or such nominee, as the case may be, will be considered the sole Holder of the Notes represented by such Global Note for maintainingall purposes under the Indenture. No beneficial owner of an interest in the Global Note will be able to transfer that interest except in accordance with DTC’s procedures, supervising or reviewing any records relating in addition to such beneficial ownership intereststhose provided for under the Indenture with respect to the Notes. Members of, or participants in, the Depositary (“Agent MembersParticipants”) shall have no rights under this the Indenture with respect to any Notes issued in the form of a Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under such Note, and the Depositary may be treated by the Company, any other obligor upon the NotesIssuer, the Trustee and any agent of any of them the Issuer or the Trustee as the absolute owner of such any Note issued in the form of a Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein in the Indenture shall prevent the Company, any other obligor upon the NotesIssuer, the Trustee or any agent of any of them the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a beneficial owner Holder of any Note. The registered holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) Each Global Note initially shall (i) be registered in the name of the Depositary for such Global Note Notes or the nominee of such Depositary and Depositary, (ii) be delivered to the Trustee as custodian for such DepositaryDepositary and (iii) bear legends as set forth in Section 203. Neither Except as provided in Section 311(b), owners of beneficial interests in the Company nor any agent Global Notes will not have Notes registered in their names, will not receive physical delivery of Notes in certificated form and will not be considered the Company shall have any responsibility registered owner or liability Holder thereof under this Indenture for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestspurpose. Members of, or participants Participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note, and the Depositary may be treated by the Company, any other obligor upon the Notes, the Trustee and any agent of any of them the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, any other obligor upon the Notes, the Trustee or any agent of any of them the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Note. The registered holder Holder of a Global Note may grant proxies and otherwise authorize any Personperson, including Agent Members Participants and Persons persons that may hold interests through Agent MembersParticipants, to take any action that which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) Each Global Note initially shall (i) be registered in the name of the Depositary for such Global Note or the nominee of such Depositary and (ii) be delivered to the Trustee as custodian for such Depositary. Neither Prior to the Company nor any agent expiration of the Company shall have 40-day distribution compliance period set forth in Regulation S, beneficial interests in any responsibility Regulation S Global Note may be held only through Euroclear or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsClearstream unless transferred in accordance with Section 313(3). Members of, or participants in, the Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note, and the Depositary may be treated by Select Medical Escrow, the Company, any Subsidiary Guarantor, any other obligor upon the Notes, the Trustee and any agent of any of them as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent Select Medical Escrow, the Company, any Subsidiary Guarantor, any other obligor upon the Notes, the Trustee or any agent of any of them from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Note. The registered holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) Each The Company shall execute and the Trustee shall, in accordance with this Section 311, authenticate and deliver initially one or more Global Note initially Notes that (a) shall (i) be registered in the name of the Depositary for such Global Note or Global Notes or the nominee of such Depositary, (b) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions or held by the Custodian and (iic) be delivered to the Trustee bear legends as custodian for such Depositary. Neither the Company nor any agent of the Company shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsset forth in Section 202. Members of, or participants in, in the Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or by the Custodian or under such Global Note, and the Depositary may be treated by the Company, any other obligor upon the Notes, the Trustee and any agent of any of them the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, any other obligor upon the Notes, the Trustee or any agent of any of them the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a beneficial owner of any Note. The registered holder of a beneficial interest in any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the NotesNote.

Book-Entry Provisions for Global Notes. (a) Each Global Note initially shall (i) be registered in the name of the Depositary for such Global Note or the nominee of such Depositary and (ii) be delivered to the Trustee as custodian for such DepositaryDe positary. Neither the Company nor any agent of the Company shall have any responsibility or liability for any aspect of the records relating to to, or payments made on account of beneficial ownership interests of of, a Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Members of, or participants in, the Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note, and the Depositary may be treated by the Company, any other obligor upon the Notes, the Trustee and any agent of any of them as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding Notwithstand ing the foregoing, nothing herein shall prevent the Company, any other obligor upon the Notes, the Trustee or any agent of any of them from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Note. The registered holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) Each The U.S. Global Note Notes and Offshore Global Notes initially shall (i) be registered in the name of the Depositary for such Global Note Notes or the nominee of such Depositary Depositary, and, with respect to Offshore Global Notes, for the accounts of Euroclear and Cedel Bank, (ii) be delivered to the Trustee as custodian for such Depositary. Neither the Company nor any agent of the Company shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsDepositary and (iii) bear legends as set forth in Section 2.2. Members of, or participants in, the Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Note, and the Depositary may be treated by the Company, any other obligor upon the Notes, the Trustee and any agent of any of them the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, any other obligor upon the Notes, the Trustee or any agent of any of them the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner holder of any Note. (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Note may be transferred in accordance with the rules and procedures of the Depositary or, if applicable, those of Euroclear and Cedel Bank, and the provisions of Section 2.9. In addition, U.S. Physical Notes and Offshore Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the U.S. Global Notes or the Offshore Global Notes, respectively, if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the U.S. Global Notes or the Offshore Global Notes, as the case may be, and a successor depositary is not appointed by the Company within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request to the foregoing effect from the Depositary. (c) Any beneficial interest in one of the Global Notes that is transferred to a person who takes delivery in the form of an interest in the other Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (d) In connection with any transfer of a portion of the beneficial interests in a U.S. Global Note or Offshore Global Note to beneficial owners pursuant to paragraph (b) of this Section, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the U.S. Global Notes or Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in such Global Notes to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more U.S. Physical Notes or Offshore Physical Notes, as the case may be, of like tenor and amount. 15 23 (e) In connection with the transfer of the entire U.S. Global Note or Offshore Global Note to beneficial owners pursuant to paragraph (b) of this Section, the U.S. Global Note or Offshore Global Note, as the case may be, 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 Depositary or, if applicable, by Euroclear or Cedel Bank, in exchange for its beneficial interest in the U.S. Global Note or Offshore Global Note, as the case may be, an equal aggregate principal amount of U.S. Physical Notes or Offshore Physical Notes, as the case may be, of authorized denominations. (f) Any U.S. Physical Note delivered in exchange for an interest in the U.S. Global Note pursuant to paragraph (b), (d) or (e) of this Section shall, except as otherwise provided by paragraph (e) of Section 2.9, bear the legend regarding transfer restrictions applicable to the U.S. Physical Note set forth in Section 2.2. (g) Any Offshore Physical Note delivered in exchange for an interest in the Offshore Global Note pursuant to paragraph (b), (d) or (e) of this Section shall, except as otherwise provided by paragraph (e) of Section 2.9, bear the legend regarding transfer restrictions applicable to the Offshore Physical Note set forth in Section 2.2. (h) The registered holder of a Global Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action that which a Holder is entitled to take under this Indenture or the Notes. (i) Beneficial owners of interests in a U.S. Global Note may receive U.S. Physical Notes (which shall bear the Private Placement Legend if required by Section 2.2) in accordance with the procedures of the Depositary. In connection with the execution, authentication and delivery of such U.S. Physical Notes, the Registrar shall reflect on its books and records a decrease in the principal amount of the relevant U.S. Global Note equal to the principal amount of such U.S. Physical Notes and the Company shall execute and the Trustee shall authenticate and deliver one or more U.S. Physical Notes having an equal aggregate principal amount. (j) With respect to Offshore Global Notes, investors may hold their interests in such Notes directly through Cedel Bank or Euroclear, if they are participants in Cedel Bank or Euroclear, or indirectly through organizations that are participants in Cedel Bank or Euroclear. On or after the 40th day after the Closing Date, investors also may hold their interests through organizations other than Cedel Bank or Euroclear that are Agent Members. Cedel Bank and Euroclear shall hold interests in Offshore Global Notes on behalf of their Agent Members through the Depositary. SECTION 2.9.

Book-Entry Provisions for Global Notes. (a) Each The Company shall execute and the Trustee shall, in accordance with this Section 312, authenticate and deliver initially one or more Global Note initially Notes that (a) shall (i) be registered in the name of the Depositary for such Global Note or Global Notes or the nominee of such Depositary, (b) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions or held by the Custodian and (iic) be delivered to the Trustee bear legends as custodian for such Depositary. Neither the Company nor any agent of the Company shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsrequired by Section 313(e). Members of, or participants in, in the Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or by the Custodian or under such Global Note, and the Depositary may be treated by the Company, any other obligor upon the Notes, the Trustee and any agent of any of them the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, any other obligor upon the Notes, the Trustee or any agent of any of them the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a beneficial owner of any Note. The registered holder Holder of a beneficial interest in any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the NotesNote.

Book-Entry Provisions for Global Notes. (a) Each Global Note initially shall (i) be registered in the name of the Depositary for such Global Note or the nominee of such Depositary and (ii) be delivered to the Trustee as custodian for such Depositary. Neither Prior to the Company nor any agent expiration of the Company shall have 40-day distribution compliance period set forth in Regulation S, beneficial interests in any responsibility Regulation S Global Note may be held only through Euroclear or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsClearstream unless transferred in accordance with Section 313(3). Members of, or participants in, the Depositary (“"Agent Members”") shall have ------------- no rights under this Indenture with respect to any Global Note, and the Depositary may be treated by the Company, any Subsidiary Guarantor, any other obligor upon the Notes, the Trustee and any agent of any of them as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, any Subsidiary Guarantor, any other obligor upon the Notes, the Trustee or any agent of any of them from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Note. The registered holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) Each Global Note initially shall (i) be registered in the name of Cede & Co., as nominee of DTC (such nominee being referred to herein as the Depositary for such "Global Note or the nominee of such Depositary and Holder"), (ii) be delivered to deposited with, or on behalf of, DTC or with the Trustee Trustee, as custodian for such Depositary. Neither the Company nor any agent of the Company shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsDTC and (iii) bear legends as set forth in Section 202. Members of, or participants in, DTC (collectively, the Depositary (“Agent Members”"Participants" or the "DTC Participants") shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC, or the Trustee as its custodian, or under any Global Note, and the Depositary DTC may be treated by the Company, any other obligor upon the Notes, the Trustee and any agent of any of them the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, any other obligor upon the Notes, the Trustee or any agent of any of them the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary DTC or shall impair, as between the Depositary DTC and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a beneficial owner Holder of any Note. The registered holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) Each Global Note initially shall (i) be registered in the name of the Depositary for such Global Note Notes or the nominee of such Depositary and Depositary, (ii) be delivered to the Trustee as custodian for such DepositaryDepositary and (iii) bear legends as set forth in Section 202. Neither Except as provided in Section 311(b), owners of beneficial interests in the Company nor any agent Global Notes will not have Notes registered in their names, will not receive physical delivery of Notes in certificated form and will not be considered the Company shall have any responsibility registered owner or liability Holder thereof under this Indenture for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestspurpose. Members of, or participants Participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note, and the Depositary may be treated by the Company, any other obligor upon the Notes, the Trustee and any agent of any of them the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, any other obligor upon the Notes, the Trustee or any agent of any of them the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Note. The registered holder Holder of a Global Note may grant proxies and otherwise authorize any Personperson, including Agent Members Participants and Persons persons that may hold interests through Agent MembersParticipants, to take any action that which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) Each Global Note initially shall (i) be registered in the name of the Depositary for such Global Note or the nominee of such Depositary and (ii) be delivered to the Trustee as custodian for such Depositary. Neither of the Company Issuers nor any agent of the Company Issuers shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Members of, or participants in, the Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note, and the Depositary may be treated by the CompanyIssuers, any other obligor upon the Notes, the Trustee and any agent of any of them as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuers, any other obligor upon the Notes, the Trustee or any agent of any of them from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Note. The registered holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) Each Global Note initially authenticated under this Indenture shall (i) be registered in the name of the Depositary designated for such Global Note or a nominee thereof, and each such Global Note shall constitute a single Note for all purposes of this Indenture. Ownership of beneficial interests in the nominee Global Notes (the “book-entry interests”) will be limited to persons that have accounts with the Depositary or persons that may hold interests through such Agent Members. Book-entry interests will be shown on, and transfers thereof will be effected only through, records maintained in book-entry form by the Depositary and its participants. Except as provided in Section 2.04(e), the book-entry interests will not be held in definitive form. Instead, the relevant Depositary will credit on its book-entry registration and transfer systems a participant’s account with the interest beneficially owned by such participant. The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such Depositary and (ii) be delivered securities in definitive form. The foregoing limitations may impair the ability to the Trustee as custodian for such Depositary. Neither the Company nor any agent of the Company shall have any responsibility own, transfer or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership pledge book-entry interests. Agent Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global NoteNote held on their behalf by the Depositary, or the Custodian, or under the Global Notes, and the Depositary may be treated by the Company, any other obligor upon the Notes, the Trustee and any agent of any of them as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, any other obligor upon the Notes, the Trustee or any agent of any of them them, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner Holder of any Global Note. The registered holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) Each -------------------------------------- Global Note initially shall (i) be registered in the name of the Depositary for - such Global Note or the nominee of such Depositary and (ii) be delivered to the -- Trustee as custodian for such Depositary. Neither the Company nor any agent of the Company shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Members of, or participants in, the Depositary (“"Agent Members”") shall ------------- have no rights under this Indenture with respect to any Global Note, and the Depositary may be treated by the Company, any other obligor upon the Notes, the Trustee and any agent of any of them as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, any other obligor upon the Notes, the Trustee or any agent of any of them from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Note. The registered holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes.