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

Book-Entry Provisions for Global Notes. (a) Each Global Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instructions or held by the Note Custodian for the Depositary and (iii) bear the Global Note legends as required by Section 2.6(e). Members of, or Participants in, the Depositary shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Note Custodian, or under such Global Note, and the Depositary may be treated by the Company, and the Trustee or any Agent and any of their respective agents, as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any Agent or their respective agents from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Participants, the operation of customary practices governing the exercise of the rights of an owner of a beneficial interest in any Global Note. Neither the Trustee nor any Agent shall have any responsibility or obligation to any Holder that is a member of (or a Participant in) the Depositary or any other Person with respect to the accuracy of the records of the Depositary (or its nominee) or of any member or Participant thereof, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the Notes. The Trustee and any Agent may rely (and shall be fully protected in relying) upon information furnished by the Depositary with respect to its members, Participants and any beneficial owners in the Notes. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

Book-Entry Provisions for Global Notes. (a) Each Global Note initially shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered by to the Trustee to the Depositary or pursuant to the Depositary’s instructions or held by the Note Custodian as custodian for the such Depositary and (iii) to the extent relevant thereto, bear the Global Note legends as required by set forth in Section 2.6(e)2.03. Neither Issuer nor any of their agents 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 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 Note Custodian, or under such Global Note, and the Depositary may be treated by the CompanyIssuers, and the Trustee or any Agent and any agent of their respective agents, the Issuers or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuers, the Trustee or any Agent agent of the Issuers or their respective agents 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 ParticipantsAgent Members, the operation of customary practices governing the exercise of the rights of an a beneficial owner of a beneficial interest in any Global Note. Neither the Trustee nor The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including Agent shall have Members and persons that may hold interests through Agent Members, to take any responsibility or obligation action which a Holder is entitled to any Holder that is a member of (or a Participant in) the Depositary or any other Person with respect to the accuracy of the records of the Depositary (or its nominee) or of any member or Participant thereof, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including any notice of redemption) take under this Indenture or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the Notes. The Trustee and any Agent may rely (and shall be fully protected in relying) upon information furnished by the Depositary with respect to its members, Participants and any beneficial owners in the Notes. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

Book-Entry Provisions for Global Notes. (a) Each Global Note initially shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered by to the Trustee to the Depositary or pursuant to the Depositary’s instructions or held by the Note Custodian as custodian for the such Depositary and (iii) to the extent relevant thereto, bear the Global Note legends as required by set forth in Section 2.6(e)2.03. None of the Company or the Subsidiary Guarantors, nor any of their agents 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 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 Note Custodian, or under such Global Note, and the Depositary may be treated by the Company, and the Subsidiary Guarantors, the Trustee or any Agent and any agent of their respective agentsthe Company, the Subsidiary 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, the Subsidiary Guarantors, the Trustee or any Agent agent of the Company, the Subsidiary Guarantors or their respective agents 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 ParticipantsAgent Members, the operation of customary practices governing the exercise of the rights of an a beneficial owner of a beneficial interest in any Global Note. Neither the Trustee nor The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including Agent shall have Members and persons that may hold interests through Agent Members, to take any responsibility or obligation action which a Holder is entitled to any Holder that is a member of (or a Participant in) the Depositary or any other Person with respect to the accuracy of the records of the Depositary (or its nominee) or of any member or Participant thereof, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including any notice of redemption) take under this Indenture or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the Notes. The Trustee and any Agent may rely (and shall be fully protected in relying) upon information furnished by the Depositary with respect to its members, Participants and any beneficial owners in the Notes. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

Book-Entry Provisions for Global Notes. (a) Each Global Note initially shall (i) be registered in the name of the Depositary for such Global Notes Note or the nominee of such Depositary, in each case for credit to the account of an Agent Member, and (ii) be delivered by to the Trustee as custodian for such Depositary. Neither the Company, the Co-Issuer nor any agent of either Issuer shall have any responsibility or liability for any aspect of the records relating to the Depositary or pursuant payments made on account of beneficial ownership interests of a Global Note, or for maintaining, supervising or reviewing any records relating to the Depositary’s instructions or held by the Note Custodian for the Depositary and (iii) bear the Global Note legends as required by Section 2.6(e)such beneficial ownership interests. Members of, or Participants 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 Note Custodianits custodian, or under such Global Note, and the Notes. The Depositary may be treated by the Company, and the Co-Issuer, any other obligor upon the Notes, the Trustee or any Agent and any agent of their respective agents, any of them as the absolute owner of such the Global Note Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Co-Issuer, any other obligor upon the Notes, the Trustee or any Agent or their respective agents 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 ParticipantsAgent Members, the operation of customary practices governing the exercise of the rights of an a beneficial owner of a beneficial interest in any Global Note. Neither the Trustee nor The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent shall have Members and Persons that may hold interests through Agent Members, to take any responsibility action that a Holder is entitled to take under this Indenture or obligation to any Holder that is a member of (or a Participant in) the Depositary or any other Person with respect to the accuracy of the records of the Depositary (or its nominee) or of any member or Participant thereof, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the Notes. The Trustee Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may rely (and shall be fully protected in relying) upon information furnished by the Depositary with respect hold interests through Agent Members, to its members, Participants and take any beneficial owners in action which a Holder is entitled to take under this Indenture or the Notes. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

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 Notes or the nominee of such Depositary, (ii) be delivered by to the Trustee to the Depositary or pursuant to the Depositary’s instructions or held by the Note Custodian as custodian for the such Depositary and (iii) bear the Global Note legends as required by set forth in Section 2.6(e)2.02. Members of, or Participants 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 Note CustodianTrustee as its custodian, or under such the Global Note, and the Depositary may be treated by the Company, and the Trustee or any Agent and any agent of their respective agents, 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, the Trustee or any Agent agent of the Company or their respective agents 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 ParticipantsAgent Members, the operation of customary practices governing the exercise of the rights of an owner a holder of a beneficial interest in any Global Note. Neither the Company nor the Trustee nor shall be liable for any Agent shall have any responsibility or obligation to any Holder that is a member of (or a Participant in) delay by the Depositary or any other Person in identifying the beneficial owners of the Notes and the Company and the Trustee may conclusively rely on, and shall be protected in relying on, instructions from the Depositary for all purposes (including with respect to the accuracy of registration and delivery, and the records of the Depositary (or its nominee) or of any member or Participant thereofrespective principal amounts, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the Notes. The Trustee and any Agent may rely (and shall be fully protected in relying) upon information furnished by the Depositary with respect to its members, Participants and any beneficial owners in the Notes. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositaryissued).

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 Notes or the nominee of such Depositary, (ii) be delivered by to the Trustee to the Depositary or pursuant to the Depositary’s instructions or held by the Note Custodian as custodian for the such Depositary and (iii) bear the Global Note legends as required by set forth in Section 2.6(e)2.02. Members of, or Participants 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 Note CustodianTrustee as its custodian, or under such the Global Note, and the Depositary may be treated by the Company, and the Trustee or any Agent and any agent of their respective agents, 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, the Trustee or any Agent agent of the Company or their respective agents 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 ParticipantsAgent Members, the operation of customary practices governing the exercise of the rights of an owner a holder of a beneficial interest in any Global Note. Neither the Company nor the Trustee nor shall be liable for any Agent shall have any responsibility or obligation to any Holder that is a member of (or a Participant in) delay by the Depositary or any other Person in identifying the beneficial owners of the Notes and the Company and the Trustee may conclusively rely on, and shall be protected in relying on, instructions from the Depositary for all purposes (including with respect to the accuracy of registration and delivery, and the records of the Depositary (or its nominee) or of any member or Participant thereofrespective principal amounts, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the Notes. The Trustee and any Agent may rely (and shall be fully protected in relying) upon information furnished by the Depositary with respect to its members, Participants and any beneficial owners in the Notes. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositaryissued).

Book-Entry Provisions for Global Notes. (a) Each The U.S. Global Note and Offshore Global Note initially shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered by to the Trustee to the Depositary or pursuant to the Depositary’s instructions or held by the Note Custodian as custodian for the such Depositary and (iii) bear the Global Note legends as required by set forth in Section 2.6(e)2.02. Members of, or Participants 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 Note CustodianTrustee as its custodian, or under such the Global Note, and the Depositary may be treated by the Company, and the Trustee or any Agent and any agent of their respective agents, 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, the Trustee or any Agent agent of the Company or their respective agents 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 ParticipantsAgent Members, the operation of customary practices governing the exercise of the rights of an owner a Holder of a beneficial interest in any Global Note. Neither None of the Trustee nor Company, the Trustee, any Paying Agent shall or any Registrar will have any responsibility or obligation to liability for any Holder that is a member of (or a Participant in) the Depositary or any other Person with respect to the accuracy aspect of the Depositary’s records relating to, or payments made on account of, beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any of the Depositary (Depositary’s records relating to such beneficial ownership interests, or its nominee) or for transfers of any member or Participant thereof, with respect to any ownership interest beneficial interests in the Notes or with respect to the delivery of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the Notes. The Trustee and any Agent may rely (and shall be fully protected in relying) upon information furnished by transactions between the Depositary with respect to its members, Participants and any beneficial owners in the Notes. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositaryowners.

Book-Entry Provisions for Global Notes. (a) Each Global Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instructions or held by the Note Custodian for the Depositary and (iii) bear the Global Note legends as required by Section 2.6(e). Members of, or Participants in, the Depositary shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Note Custodian, or under such Global Note, and the Depositary may be treated by the CompanyIssuer, and the Trustee or any Agent and any of their respective agents, as the absolute owner of such Global Note for all purposes whatsoeverwhatsoever under this Indenture. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Trustee or any Agent or their respective agents from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Participants, the operation of customary practices governing the exercise of the rights of an owner of a beneficial interest in any Global Note. Neither the Trustee nor any Agent shall have any responsibility or obligation to any Holder that is a member of (or a Participant in) the Depositary or any other Person with respect to the accuracy of the records of the Depositary (or its nominee) or of any member or Participant thereof, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the Notes. The Trustee and any Agent may conclusively rely (and shall be fully protected in relying) upon information furnished by the Depositary with respect to its members, Participants and any beneficial owners in the Notes. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

Book-Entry Provisions for Global Notes. (a) Each Global Note initially shall (i) be registered in the name of the Depositary for such Global Notes Note or the nominee of such Depositary, in each case for credit to the account of an Agent Member, and (ii) be delivered by to the Trustee as custodian for such Depositary. Neither the Company nor any agent thereof 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 of the Depositary or pursuant relating to the Depositary’s instructions or held by the Note Custodian for the Depositary and (iii) bear the Global Note legends as required by Section 2.6(e)such beneficial ownership interests. Members of, or Participants 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 Note Custodianits custodian, or under such Global Note, and the Notes. The Depositary may be treated by the Company, and any other obligor upon the Notes, the Trustee or any Agent and any agent of their respective agents, any of them as the absolute owner of such the Global Note Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, any other obligor upon the Notes, the Trustee or any Agent or their respective agents 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 ParticipantsAgent Members, the operation of customary practices governing the exercise of the rights of an a beneficial owner of a beneficial interest in any Global Note. Neither the Trustee nor The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent shall have Members and Persons that may hold interests through Agent Members, to take any responsibility action that a Holder is entitled to take under this Indenture or obligation to any Holder that is a member of (or a Participant in) the Depositary or any other Person with respect to the accuracy of the records of the Depositary (or its nominee) or of any member or Participant thereof, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the Notes. The Trustee Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may rely (and shall be fully protected in relying) upon information furnished by the Depositary with respect hold interests through Agent Members, to its members, Participants and take any beneficial owners in action which a Holder is entitled to take under this Indenture or the Notes. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

Book-Entry Provisions for Global Notes. (a) Each The U.S. Global Note and Offshore Global Note initially shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered by to the Trustee to the Depositary or pursuant to the Depositary’s instructions or held by the Note Custodian as custodian for the such Depositary and (iii) bear the Global Note legends as required by set forth in Section 2.6(e)2.02. Members of, or Participants 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 Note CustodianTrustee as its custodian, or under such the Global Note, and the Depositary may be treated by the Company, and the Trustee or any Agent and any agent of their respective agents, 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, the Trustee or any Agent agent of the Company or their respective agents 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 ParticipantsAgent Members, the operation of customary practices governing the exercise of the rights of an owner a holder of a beneficial interest in any Global Note. Neither the Company nor the Trustee nor shall be liable for any Agent shall have any responsibility or obligation to any Holder that is a member of (or a Participant in) delay by the Depositary or any other Person in identifying the beneficial owners of the Notes and the Company and the Trustee may conclusively rely on, and shall be protected in relying on, instructions from the Depositary for all purposes (including with respect to the accuracy of registration and delivery, and the records of the Depositary (or its nominee) or of any member or Participant thereofrespective principal amounts, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the Notes. The Trustee and any Agent may rely (and shall be fully protected in relying) upon information furnished by the Depositary with respect to its members, Participants and any beneficial owners in the Notes. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositaryissued).

Book-Entry Provisions for Global Notes. (a) Each Note (other than the AAC Secured Notes, which shall be Physical Notes at all times) shall initially be issued as a Global Note and initially shall (i) be registered in the name of the Depositary for such Global Notes Note or the nominee of such Depositary, in each case for credit to the account of an Agent Member, and (ii) be delivered by to the Trustee as custodian for such Depositary. None of the Company, the Trustee nor any agent of the Company or Trustee shall have any responsibility or liability for any aspect of the records relating to the Depositary or pursuant payments made on account of beneficial ownership interests of a Global Note, or for maintaining, supervising or reviewing any records relating to the Depositary’s instructions or held by the Note Custodian for the Depositary and (iii) bear the Global Note legends as required by Section 2.6(e)such beneficial ownership interests. Members of, or Participants 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 Note Custodianits custodian, or under such Global Note, and the Notes. The Depositary may be treated by the Company, and any other obligor upon the Trustee or any Notes, the Trustee, the Note Collateral Agent and any agent of their respective agents, any of them as the absolute owner of such the Global Note Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, any other obligor upon the Notes, the Trustee or any Agent or their respective agents 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 ParticipantsAgent Members, the operation of customary practices governing the exercise of the rights of an a beneficial owner of a beneficial interest in any Global Note. Neither the Trustee nor The registered holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent shall have Members and Persons that may hold interests through Agent Members, to take any responsibility or obligation action that a Holder is entitled to any Holder that is a member of (or a Participant in) the Depositary or any other Person with respect to the accuracy of the records of the Depositary (or its nominee) or of any member or Participant thereof, with respect to any ownership interest in the Notes or with respect to the delivery of any notice take under this Indenture (including any notice of redemptionthe Note Security Documents) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the Notes. The Trustee and any Agent may rely (and shall be fully protected in relying) upon information furnished by the Depositary with respect to its members, Participants and any beneficial owners in the Notes. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

Book-Entry Provisions for Global Notes. (a) Each Global Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instructions or held by the Note Custodian for the Depositary and (iii) bear the Global Note legends as required by Section 2.6(e). Members of, or Participants in, the Depositary shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Note Custodian, or under such Global Note, and the Depositary may be treated by the CompanyIssuer, and the Trustee or any Agent and any of their respective agents, as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Trustee or any Agent or their respective agents from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Participants, the operation of customary practices governing the exercise of the rights of an owner of a beneficial interest in any Global Note. Neither the Trustee nor any Agent shall have any responsibility or obligation to any Holder that is a member of (or a Participant in) the Depositary or any other Person with respect to the accuracy of the records of the Depositary (or its nominee) or of any member or Participant thereof, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the Notes. The Trustee and any Agent may rely (and shall be fully protected in relying) upon information furnished by the Depositary with respect to its members, Participants and any beneficial owners in the Notes. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

Book-Entry Provisions for Global Notes. (a) Each Global Note initially shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered by to the Trustee to the Depositary or pursuant to the Depositary’s instructions or held by the Note Custodian as custodian for the such Depositary and (iii) bear a legend as set forth in Section 2.03. None of the Company or the Subsidiary Guarantors, nor any of their agents 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 legends as required by Section 2.6(e)Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Members of, or Participants 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 Note Custodian, or under such Global Note, and the Depositary may be treated by the Company, and the Subsidiary Guarantors, the Trustee or any Agent and any agent of their respective agentsthe Company, the Subsidiary 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, the Subsidiary Guarantors, the Trustee or any Agent agent of the Company, the Subsidiary Guarantors or their respective agents 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 ParticipantsAgent Members, the operation of customary practices governing the exercise of the rights of an a beneficial owner of a beneficial interest in any Global Note. Neither the Trustee nor The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including Agent shall have Members and persons that may hold interests through Agent Members, to take any responsibility or obligation action which a Holder is entitled to any Holder that is a member of (or a Participant in) the Depositary or any other Person with respect to the accuracy of the records of the Depositary (or its nominee) or of any member or Participant thereof, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including any notice of redemption) take under this Indenture or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the Notes. The Trustee and any Agent may rely (and shall be fully protected in relying) upon information furnished by the Depositary with respect to its members, Participants and any beneficial owners in the Notes. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

Book-Entry Provisions for Global Notes. (a) Each Global Note initially shall (i) be registered in the name of the Depositary for such Global Notes Note or the nominee of such Depositary, (ii) be delivered by to the Trustee to the Depositary or pursuant to the Depositary’s instructions or held by the Note Custodian as custodian for the such Depositary and (iii) to the extent relevant thereto, bear the applicable Private Placement Legend, the Global Note legends as required by Section 2.6(e)Legend and the Temporary Regulation S Global Note Legend. None of the Company or the Guarantors or any of their agents 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 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 Note Custodian, or under such Global Note, and the Depositary may be treated by the Company, and the Guarantors, the Trustee or any Agent and any agent of their respective agentsthe 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, the Guarantors, the Trustee or any Agent agent of the Company, the Guarantors or their respective agents 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 ParticipantsAgent Members, the operation of customary practices governing the exercise of the rights of an a beneficial owner of a beneficial interest in any Global Note. Neither the Trustee nor The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent shall have Members and Persons that may hold interests through Agent Members, to take any responsibility or obligation action which a Holder is entitled to any Holder that is a member of (or a Participant in) the Depositary or any other Person with respect to the accuracy of the records of the Depositary (or its nominee) or of any member or Participant thereof, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including any notice of redemption) take under this Indenture or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the Notes. The Trustee and any Agent may rely (and shall be fully protected in relying) upon information furnished by the Depositary with respect to its members, Participants and any beneficial owners in the Notes. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

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 Notes or the nominee of such Depositary, (ii) be delivered by to the Trustee to the Depositary or pursuant to the Depositary’s instructions or held by the Note Custodian as custodian for the such Depositary and (iii) bear the Global Note legends as required by set forth in Section 2.6(e)2.02. Members of, or Participants 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 Note CustodianTrustee as its custodian, or under such the Global Note, and the Depositary may be treated by the CompanyIssuer, and the Trustee or any Agent and any agent of their respective agents, the Issuer or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Trustee or any Agent agent of the Issuer or their respective agents 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 ParticipantsAgent Members, the operation of customary practices governing the exercise of the rights of an owner a holder of a beneficial interest in any Global Note. Neither the Issuer nor the Trustee nor shall be liable for any Agent shall have any responsibility or obligation to any Holder that is a member of (or a Participant in) delay by the Depositary or any other Person in identifying the beneficial owners of the Notes and the Issuer and the Trustee may conclusively rely on, and shall be protected in relying on, instructions from the Depositary for all purposes (including with respect to the accuracy of registration and delivery, and the records of the Depositary (or its nominee) or of any member or Participant thereofrespective principal amounts, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the Notes. The Trustee and any Agent may rely (and shall be fully protected in relying) upon information furnished by the Depositary with respect to its members, Participants and any beneficial owners in the Notes. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositaryissued).

Book-Entry Provisions for Global Notes. (a) Each Global Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instructions or held by the Note Custodian for the Depositary and (iii) bear the Global Note legends Legends as required by Section 2.6(e)) hereof. Members of, or Participants in, the Depositary shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Note Custodian, or under such Global Note, and the Depositary may be treated by the CompanyIssuers, and the Trustee or any Agent and any of their respective agents, as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuers, the Trustee or any Agent or their respective agents from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Participants, the operation of customary practices governing the exercise of the rights of an owner of a beneficial interest in any Global Note. Neither the Trustee nor any Agent shall have any responsibility or obligation to any Holder that is a member of (or a Participant in) the Depositary or any other Person with respect to the accuracy of the records of the Depositary (or its nominee) or of any member or Participant thereof, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the Notes. The Trustee and any Agent may rely (and shall be fully protected in relying) upon information furnished by the Depositary with respect to its members, Participants and any beneficial owners in the Notes. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

Book-Entry Provisions for Global Notes. (a) Each Global Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instructions or held by the Note Custodian for the Depositary and (iii) bear the Global Note legends Legends as required by Section 2.6(e). Members of, or Participants in, the Depositary shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Note Custodian, or under such Global Note, and the Depositary may be treated by the CompanyIssuer, and the Trustee or any Agent and any of their respective agents, as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Trustee or any Agent or their respective agents from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Participants, the operation of customary practices governing the exercise of the rights of an owner of a beneficial interest in any Global Note. Neither the Trustee nor any Agent shall have any responsibility or obligation to any Holder that is a member of (or a Participant in) the Depositary or any other Person with respect to the accuracy of the records of the Depositary (or its nominee) or of any member or Participant thereof, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the Notes. The Trustee and any Agent may rely (and shall be fully protected in relying) upon information furnished by the Depositary with respect to its members, Participants and any beneficial owners in the Notes. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

Book-Entry Provisions for Global Notes. (a) Each Global Note initially shall (i) be registered in the name of the Common Depositary for such Global Notes Note or the nominee of such Depositaryits nominee, (ii) be delivered by deposited on behalf of the Trustee to purchasers of the Depositary or pursuant to Notes with the Depositary’s instructions or held by the Note Custodian for the Common Depositary and (iii) bear a legend as set forth in Section 203. Neither the Company, the Trustee, the Paying Agent, nor any other 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 legends as required by Section 2.6(e)Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Members of, or Participants participants in, the Depositary (“Agent Members”) shall have no rights under this Supplemental Indenture with respect to any Global Note held on their behalf by the Depositary, or the Note Custodian, or under such Global Note, and the Depositary may be treated by the Company, and any other obligor upon the Notes, the Trustee or any Agent and any agent of their respective agents, 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 or their respective agents 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 ParticipantsAgent Members, the operation of customary practices governing the exercise of the rights of an a beneficial owner of a beneficial interest in any Global Note. Neither the Trustee nor The registered holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent shall have Members and Persons that may hold interests through Agent Members, to take any responsibility or obligation action that a Holder is entitled to any Holder that is a member of (or a Participant in) the Depositary or any other Person with respect to the accuracy of the records of the Depositary (or its nominee) or of any member or Participant thereof, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including any notice of redemption) take under this Supplemental Indenture or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the Notes. The Trustee and any Agent may rely (and shall be fully protected in relying) upon information furnished by the Depositary with respect to its members, Participants and any beneficial owners in the Notes. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

Book-Entry Provisions for Global Notes. (a) Each Global Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instructions or held by the Note Custodian for the Depositary and (iii) bear the Global Note legends as required by Section 2.6(e). Members of, or Participants in, the Depositary shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Note Custodian, or under such Global Note, and the Depositary may be treated by the Company, and the Trustee or any Agent and any of their respective agents, as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any Agent or their respective agents from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Participants, the operation of customary practices governing the exercise of the rights of an owner of a beneficial interest in any Global Note. Neither the Trustee nor any Agent shall have any responsibility or obligation to any Holder that is a member of (or a Participant in) the Depositary or any other Person with respect to the accuracy of the records of the Depositary (or its nominee) or of any member or Participant thereof, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be DTC or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through DTC subject to the applicable rules and procedures of DTC. The Trustee and any Agent may rely (and shall be fully protected in relying) upon information furnished by the Depositary with respect to its members, Participants and any beneficial owners in the Notes. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

Book-Entry Provisions for Global Notes. (a) Each This Section -------------------------------------- 2.11 shall apply only to a Global Note deposited with or on behalf of the Depositary. The Company shall execute and the Trustee shall, in accordance with this Section 2.11 and a Company Order, authenticate and deliver initially one or more Global Notes that (i) shall be registered in the name of the Depositary for such Global Notes Cede & Co. or the other nominee of such Depositary, Depositary and (ii) shall be delivered by the Trustee to the such Depositary or pursuant to the such Depositary’s 's instructions or held by the Note Custodian Trustee as custodian for the Depositary pursuant to a FAST Balance Certificate Agreement between the Depositary and (iii) bear the Global Note legends as required by Section 2.6(e)Trustee. Members of, or Participants 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, Depositary or by the Note Custodian, Trustee as the custodian of the Depositary or under such Global Note, and the Depositary may be treated by the Company, and the Trustee or any Agent and any agent of their respective agents, 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, the Trustee or any Agent agent of the Company or their respective agents 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 ParticipantsAgent Members, the operation of customary practices of such Depositary governing the exercise of the rights of an owner a holder of a beneficial interest in any Global Note. Neither the Trustee nor any Agent shall have any responsibility or obligation to any Holder that is a member of (or a Participant in) the Depositary or any other Person with respect to the accuracy The provisions of the records "Operating Procedures of the Depositary (Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations and Instructions to Participants" of Clearstream shall be applicable to interests in any Global Notes that are held by participants through Euroclear or its nominee) or of any member or Participant thereof, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the NotesClearstream. The Trustee and any Agent may rely (and shall be fully protected in relying) upon information furnished by the Depositary with respect to its members, Participants and any beneficial owners in the Notes. Neither the Trustee nor any Agent shall have no obligation to notify Holders of any responsibility for any actions taken such procedures or not taken by to monitor or enforce compliance with the Depositarysame.

Book-Entry Provisions for Global Notes. (a) Each Dollar Global Note initially shall (i) be registered in the name of the Depositary for such Dollar Global Notes Note or the nominee of such Depositary, in each case for credit to the account of an Agent Member, and (ii) be delivered by to the Trustee as custodian for such Depositary. Each Euro Global Note initially shall (i) be registered in the name of the Common Depositary or the nominee of such Common Depositary, in each case for credit to an account of an Agent Member and (ii) be delivered to the Depositary custodian for such Common Depositary. Neither the Company nor any agent of the Company shall have any responsibility or pursuant liability for any aspect of the records relating to the Depositary’s instructions or held by the Note Custodian payments made on account of beneficial ownership interests of a Global Note, or for the Depositary and (iii) bear the Global Note legends as required by Section 2.6(e)maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Members of, or Participants participants in, the Depositary Depositary, Euroclear or Clearstream (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or the Common Depositary, or the Note Custodiantheir respective custodians, or under such Global Note, and the Notes. The Depositary may be treated by the Company, and any other obligor upon the Notes, the Trustee or any Agent and any agent of their respective agents, any of them as the absolute owner of such the Dollar Global Note Notes for all purposes whatsoever. The Common 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 the Euro Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, any other obligor upon the Notes, the Trustee or any Agent or their respective agents agent of any of them from giving effect to any written certification, proxy or other authorization furnished by the Depositary or the Common Depositary, or impair, as between the Depositary Depositary, Euroclear or Clearstream, as the case may be, and its Participantstheir respective Agent Members, the operation of customary practices governing the exercise of the rights of an a beneficial owner of a beneficial interest in any Global Note. Neither the Trustee nor The registered holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent shall have Members and Persons that may hold interests through Agent Members, to take any responsibility or obligation action that a Holder is entitled to any Holder that is a member of (or a Participant in) the Depositary or any other Person with respect to the accuracy of the records of the Depositary (or its nominee) or of any member or Participant thereof, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including any notice of redemption) take under this Indenture or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the Notes. The Trustee and any Agent may rely (and shall be fully protected in relying) upon information furnished by the Depositary with respect to its members, Participants and any beneficial owners in the Notes. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

Book-Entry Provisions for Global Notes. (a) Each Global Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instructions or held by the Note Custodian for the Depositary and (iii) bear the Global Note legends as required by Section 2.6(e). Members of, or Participants in, the Depositary shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Note Custodian, or under such Global Note, and the Depositary may be treated by the Company, and the Trustee or any Agent and any of their respective agents, as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any Agent or their respective agents from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Participants, the operation of customary practices governing the exercise of the rights of an owner of a beneficial interest in any Global Note. Neither the Trustee nor any Agent shall have any responsibility or obligation to any Holder that is a member of (or a Participant in) the Depositary or any other Person with respect to the accuracy of the records of the Depositary (or its nominee) or of any member or Participant thereof, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the Notes. The Trustee and any Agent may rely (and shall be fully protected in relying) upon information furnished by the Depositary with respect to its members, Participants and any beneficial owners in the Notes. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.. (b)

Book-Entry Provisions for Global Notes. (a) Each Global Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instructions or held by the Note Custodian for the Depositary and (iii) bear the Global Note legends as required by Section 2.6(e). Members of, or Participants in, the Depositary shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Note Custodian, or under such Global Note, and the Depositary may be treated by the CompanyIssuers, and the Trustee or any Agent and any of their respective agents, as the absolute owner of such Global Note for all purposes whatsoeverwhatsoever under this Indenture. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuers, the Trustee or any Agent or their respective agents from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Participants, the operation of customary practices governing the exercise of the rights of an owner of a beneficial interest in any Global Note. Neither the Trustee nor any Agent shall have any responsibility or obligation to any Holder that is a member of (or a Participant in) the Depositary or any other Person with respect to the accuracy of the records of the Depositary (or its nominee) or of any member or Participant thereof, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the Notes. The Trustee and any Agent may rely (and shall be fully protected in relying) upon information furnished by the Depositary with respect to its members, Participants and any beneficial owners in the Notes. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

Book-Entry Provisions for Global Notes. (ai) Each Global Note initially shall (i) be registered deposited with the Book-Entry Depositary and (ii) bear such legends as required by Section 2.1(c). Upon receipt of each Global Note authenticated and delivered by the Trustee, the Book-Entry Depositary shall issue to the Depositary a Depositary Interest in such Global Note by recording the Depositary Interest in the register of the Book-Entry Depositary in the name of the Depositary for or its nominee. Ownership of beneficial interests in Global Notes shall be limited to Participants and Indirect Participants. Upon the issuance of the Depositary Interest in such Global Notes or the nominee of such Depositary, (ii) be delivered by the Trustee to the Depositary or pursuant Note to the Depositary’s instructions or held , Euroclear and Clearstream will credit, on their internal book-entry registration and transfer systems, Participant's accounts with the respective interests owned by the Note Custodian for such Participants. Neither the Depositary and (iii) bear the Global Note legends as required by Section 2.6(e). Members of, or nor its Participants in, the Depositary shall have no any rights under this Indenture with respect to any Global Note held on their behalf by Note, and so long as the Depositary, or Book- Entry Depositary is the Note Custodian, or under sole Holder of such Global Note, and the Book-Entry Depositary may will be treated by the Company, and each Guarantor, the Trustee or any Agent and any agent of their respective agents, any of them as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, each Guarantor, the Trustee or any Agent or their respective agents agent of any of them from (A) giving effect to any written certification, proxy or other authorization furnished by the Book-Entry Depositary or impair(B) impairing, as between the Book-Entry Depositary and the Depositary and its Participants, the operation of customary practices governing the exercise of the rights of an a beneficial owner of a beneficial interest in any Global Note. Neither the Trustee nor The Holder of a Global Note may grant proxies and otherwise authorize any Agent shall have person, including participants and persons that may hold interests through Participants, to take any responsibility or obligation action which a Holder is entitled to any Holder that is a member of (or a Participant in) the Depositary or any other Person with respect to the accuracy of the records of the Depositary (or its nominee) or of any member or Participant thereof, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including any notice of redemption) take under this Indenture or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the Notes. The Trustee and any Agent may rely (and shall be fully protected in relying) upon information furnished by the Depositary with respect to its members, Participants and any beneficial owners in the Notes. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

Book-Entry Provisions for Global Notes. (a1) Each Global Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered by to the Trustee to the Depositary or pursuant to the Depositary’s instructions or held by the Note Custodian as custodian for the such Depositary and (iii) bear the Global Note legends as required by Section 2.6(e). Members of, or Participants 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 Note Trustee as Global Notes Custodian, or under such the Global Note, and the Depositary may will be treated by the Companyissuer, the Trustee, Global Notes Custodian and any agent of the issuer or the Trustee or any Agent and any of their respective agents, as the absolute owner of such Global Note for all purposes whatsoever. None of the Issuer, the Trustee, any Agent or any other agent of the Issuer or of the Trustee 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. None of the Issuer, the Trustee, any Agent or any other agent of the Issuer or of the Trustee shall have any responsibility or liability to any Person for any acts or omissions of the Depositary or its nominee in respect of a Global Note, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of such Global Note, for any transactions between such Depositary and any Participant or Indirect Participant in such Depositary or between or among such Depositary, any Participant or Indirect Participant in such Depositary and/or any Holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. Notwithstanding the foregoing, nothing herein shall prevent the Companyissuer, the Trustee Trustee, Global Notes Custodian or any Agent agent of the issuer or their respective agents 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 ParticipantsAgent Members, the operation of customary practices governing the exercise of the rights of an owner of a beneficial interest in any Global Note. Neither the Trustee nor any Agent shall have any responsibility or obligation to any Holder that is a member of (or a Participant in) the Depositary or any other Person with respect to the accuracy of the records of the Depositary (or its nominee) or of any member or Participant thereof, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the Notes. The Trustee and any Agent may rely (and shall be fully protected in relying) upon information furnished by the Depositary with respect to its members, Participants and any beneficial owners in the Notes. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the DepositaryNote.

Book-Entry Provisions for Global Notes. (a) Each The U.S. Global Note and Offshore Global Note initially shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered by to the Trustee to the Depositary or pursuant to the Depositary’s instructions or held by the Note Custodian as custodian for the such Depositary and (iii) bear the Global Note legends as required by set forth in Section 2.6(e)2.02. Members of, or Participants 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 Note CustodianTrustee as its custodian, or under such the Global Note, and the Depositary may be treated by the Company, and the Trustee or Trustee, any Agent and any agent of their respective agents, 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, the Trustee or Trustee, any Agent or their respective agents any agent of 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 ParticipantsAgent Members, the operation of customary practices governing the exercise of the rights of an owner a Holder of a beneficial interest in any Global Note. Neither None of the Company, the Trustee nor or any Agent shall will have any responsibility or obligation to liability for any Holder that is a member of (or a Participant in) the Depositary or any other Person with respect to the accuracy aspect of the Depositary’s records relating to, or payments made on account of, beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any of the Depositary (Depositary’s records relating to such beneficial ownership interests, or its nominee) or for transfers of any member or Participant thereof, with respect to any ownership interest beneficial interests in the Notes or with respect to the delivery of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the Notes. The Trustee and any Agent may rely (and shall be fully protected in relying) upon information furnished by transactions between the Depositary with respect to its members, Participants and any beneficial owners in the Notes. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositaryowners.

Book-Entry Provisions for Global Notes. (a) Each Global Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instructions or held by the Note Custodian for the Depositary and (iii) bear the Global Note legends as required by Section 2.6(e). Members of, or Participants in, the Depositary shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Note Custodian, or under such Global Note, and the Depositary may be treated by the CompanyIssuer, and the Trustee or any Agent and any of their respective agents, as the absolute owner of such Global Note for all purposes whatsoeverwhatsoever under this Indenture. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Trustee or any Agent or their respective agents from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Participants, the operation of customary practices governing the exercise of the rights of an owner of a beneficial interest in any Global Note. Neither the Trustee nor any Agent shall have any responsibility or obligation to any Holder that is a member of (or a Participant in) the Depositary or any other Person with respect to the accuracy of the records of the Depositary (or its nominee) or of any member or Participant thereof, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the Notes. The Trustee and any Agent may rely (and shall be fully protected in relying) upon information furnished by the Depositary with respect to its members, Participants and any beneficial owners in the Notes. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

Book-Entry Provisions for Global Notes. (a) Each Global Note initially shall (i) be registered in the name of the Depositary for such Global Notes Note or the nominee of such Depositary, in each case for credit to the account of an Agent Member, and (ii) be delivered by to the Trustee as custodian for such Depositary. None of the Company, any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to the Depositary or pursuant payments made on account of beneficial ownership interests of a Global Note, or for maintaining, supervising or reviewing any records relating to the Depositary’s instructions or held by the Note Custodian for the Depositary and such beneficial ownership interests. (iiib) bear the Global Note legends as required by Section 2.6(e). Members of, or Participants 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 Note Custodianits custodian, or under such Global Note, and the Notes. The Depositary may be treated by the Company, and any other obligor upon the Notes, the Trustee or any Agent and any agent of their respective agents, any of them as the absolute owner of such the Global Note Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, any other obligor upon the Notes, the Trustee or any Agent or their respective agents 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 ParticipantsAgent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Note. The 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 (including the Note Security Documents) or the Notes. (c) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but, subject to the immediately succeeding sentence, not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a 91 Global Note may not be transferred or exchanged for Physical Notes unless (i) the Company has consented thereto in writing, or such transfer or exchange is made pursuant to the next sentence, and (ii) such transfer or exchange is in accordance with the applicable rules and procedures of the Depositary and the provisions of Section 305 and Section 313. Subject to the limitation on issuance of Physical Notes set forth in Section 313(3), Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the relevant Global Note, if (i) the Depositary notifies the Company at any time that it is unwilling or unable to continue as Depositary for the Global Notes and a successor depositary is not appointed within 120 days; (ii) the Depositary ceases to be registered as a “Clearing Agency” under the Exchange Act and a successor depositary is not appointed within 120 days; (iii) the Company, at its option, notifies the Trustee that it elects to cause the issuance of Physical Notes; or (iv) an Event of Default shall have occurred and be continuing with respect to the Notes and the Trustee has received a written request from the Depositary to issue Physical Notes. (d) In connection with any transfer or exchange of a portion of the beneficial interest in any Global Note to beneficial owners for Physical Notes pursuant to Section 312(c), the applicable Note Registrar shall record on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to the beneficial interest in the Global Note being transferred, and the Company shall execute, and upon receipt of an Authentication Order the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and principal amount of authorized denominations. (e) In connection with a transfer of an entire Global Note to beneficial owners for Physical Notes pursuant to Section 312(c), the applicable Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of an Authentication Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary, in exchange for its beneficial interest in the applicable Global Note, an equal aggregate principal amount of Rule 144A Physical Notes (in the case of any Rule 144A Global Note) or Regulation S Physical Notes (in the case of any Regulation S Global Note), as the case may be, of authorized denominations. (f) The transfer and exchange of a Global Note or beneficial interests therein shall be effected through the Depositary, in accordance with this Indenture (including applicable restrictions on transfer set forth in Section 313) and the procedures therefor of the Depositary. 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 a different 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. A transferor of a beneficial interest in any a Global Note shall deliver to the Note Registrar a written order given in accordance with the Depositary’s procedures containing information regarding the participant account of the Depositary to be credited with a beneficial interest in the relevant Global Note. Neither Subject to Section 313, the Trustee nor any Agent shall have any responsibility or obligation to any Holder that is a member of (or a Participant Note Registrar shall, in) the Depositary or any other Person with respect to the accuracy of the records of the Depositary (or its nominee) or of any member or Participant thereof, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the Notes. The Trustee and any Agent may rely (and shall be fully protected in relying) upon information furnished by the Depositary with respect to its members, Participants and any beneficial owners in the Notes. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

Book-Entry Provisions for Global Notes. (a) Each Global Note initially shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered by to the Trustee to the Depositary or pursuant to the Depositary’s instructions or held by the Note Custodian as custodian for the such Depositary and (iii) to the extent relevant thereto, bear the Global Note legends as required by set forth in Section 2.6(e)2.03. None of the Issuers or the Subsidiary Guarantors, nor any of their agents 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 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 Note Custodian, or under such Global Note, and the Depositary may be treated by the CompanyIssuers, and the Subsidiary Guarantors, the Trustee or any Agent and any agent of their respective agentsthe Issuers, the Subsidiary Guarantors or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuers, the Subsidiary Guarantors, the Trustee or any Agent agent of the Issuers, the Subsidiary Guarantors or their respective agents 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 ParticipantsAgent Members, the operation of customary practices governing the exercise of the rights of an a beneficial owner of a beneficial interest in any Global Note. Neither the Trustee nor The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent shall have Members and persons that may hold interests through Agent Members, to take any responsibility or obligation action which a Holder is entitled to any Holder that is a member of (or a Participant in) the Depositary or any other Person with respect to the accuracy of the records of the Depositary (or its nominee) or of any member or Participant thereof, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including any notice of redemption) take under this Indenture or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the Notes. The Trustee and any Agent may rely (and shall be fully protected in relying) upon information furnished by the Depositary with respect to its members, Participants and any beneficial owners in the Notes. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

Book-Entry Provisions for Global Notes. (a) Each Global Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instructions or held by the Note Custodian for the Depositary and (iii) bear the Global Note legends as required by Section 2.6(e). Members of, or Participants in, the Depositary shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Note Custodian, or under such Global Note, and the Depositary may be treated by the Company, and the Trustee or any Agent and any of their respective agents, as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any Agent or their respective agents from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Participants, the operation of customary practices governing the exercise of the rights of an owner of a beneficial interest in any Global Note. Neither the Trustee nor any Agent shall have any responsibility or obligation to any Holder that is a member of (or a Participant in) the Depositary or any other Person with respect to the accuracy of the records of the Depositary (or its nominee) or of any member or Participant thereof, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the Notes. The Trustee and any Agent may rely (and shall be fully protected in relying) upon information furnished by the Depositary with respect to its members, Participants and any beneficial owners in the Notes. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.