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

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially shall be represented by one or more Notes in registered, global form without interest coupons (collectively, the “Rule 144A Global Note”). Regulation S Notes initially shall be represented by one or more Notes in registered, global form without interest coupons (collectively, the “Regulation S Global Note”). The term “Global Notes” means the Rule 144A Global Note and the Regulation S Global Note. The Global Notes shall bear the Global Note Legend. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear the Private Placement Legend. Members of, or direct or indirect participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or under the Global Notes. The Depository may be treated by the Issuers, the Trustee and any agent of the Issuers or the Trustee as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially shall be represented by one or more Notes notes in registered, global form without interest coupons (collectively, the “Rule 144A Restricted Global Note”). Regulation S Notes initially shall be represented by one or more Notes notes in registered, global form without interest coupons (collectively, the “Regulation S Global Note”). The term ,” and, together with the Restricted Global Note and any other global notes representing Notes, the “Global Notes” means the Rule 144A Global Note and the Regulation S Global Note”). The Global Notes shall bear the Global Note Legend. legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear the Private Placement Legendlegends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes. Members of, or direct or indirect participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depository, or the Trustee as its custodian, or under the Global Notes. The , and the Depository may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee as the absolute owner of the Global Notes Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially shall be represented by one or more Notes in registered, global form without interest coupons (collectively, the “Rule 144A Global NoteNotes”). Regulation S Notes initially shall be represented by one or more Notes in registered, global form without interest coupons (collectively, the “Regulation S Global NoteNotes”). The term “Global Notes” means the Rule 144A Global Note Notes and the Regulation S Global NoteNotes. The Global Notes shall bear the Global Note Legend. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such DepositoryCommon Depositary, in each case for credit to an account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depository Common Depositary and (iii) bear the Private Placement Legend. Members of, or direct or indirect participants in, the Depository Euroclear or Clearstream (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository nominee of the Common Depositary or under the Global Notes. The Depository nominee of the Common Depositary may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Common Depositary or impair, as between Euroclear or Clearstream, as the Depository case may be, and its their respective Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially shall be represented by one or more Notes in registered, global form without interest coupons (collectively, the “Rule 144A Global Note”). Regulation S Notes initially shall be represented by one or more Notes in registered, global form without interest coupons (collectively, the “Regulation S Global Note”). The term “Global Notes” means the Rule 144A Global Note and the Regulation S Global Note. The Global Notes shall bear the Global Note Legend. The Global Notes initially shall (i) be registered in the name of the Depository Depositary or the nominee of such DepositoryDepositary, in each case for credit to an account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear the Private Placement Legend. Members of, or direct or indirect participants in, the Depository Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depositary or under the Global Notes. The Depository Depositary may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note. None of the Issuer, the Trustee, the Paying Agent nor 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 the 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.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially shall be represented by one or more Notes in registered, global form without interest coupons (collectively, the “Rule 144A Global Note”). Regulation S Notes initially shall be represented by one or more Notes in registered, global form without interest coupons (collectively, the “Regulation S Global Note”). The term “Global Notes” means the Rule 144A Global Note and the Regulation S Global Note. The Global Notes shall bear the Global Note Legend. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such DepositoryCommon Depositary, in each case for credit to an account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depository Common Depositary and (iii) bear the Private Placement Legend. Members of, or direct or indirect participants in, the Depository Euroclear or Clearstream (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository nominee of the Common Depositary or under the Global Notes. The Depository nominee of the Common Depositary may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Common Depositary or impair, as between Euroclear or Clearstream, as the Depository case may be, and its their respective Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially shall be represented by one or more Notes in registered, global form without interest coupons (collectively, the “"Rule 144A --------- Global Note”"). Regulation S Notes initially shall be represented by one or more ----------- Notes in registered, global form without interest coupons (collectively, the “"Regulation S Global Note”"). The term “"Global Notes” " means the Rule 144A Global ------------------------ ------------ Note and the Regulation S Global Note. The Global Notes shall bear the Global Note Legend. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear the Private Placement Legend. Members of, or direct or indirect participants in, the Depository (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or under the Global Notes. The Depository may be treated by the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially shall be represented by one or more Notes in registered, global form without interest coupons (collectively, the “Rule 144A Global Note”). Regulation S Notes initially shall be represented by one or more Notes in registered, global form without interest coupons (collectively, the “Regulation S Global Note”). The term “Global Notes” means means, collectively, the Rule 144A Global Note and the Regulation S Global Note. The Global Notes shall bear the Global Note Legend. The Global Notes initially shall (i) be registered in the name of the Common Depository or the nominee of such Common Depository, in each case for credit to an account of an Agent Member, (ii) be delivered to the Trustee Paying Agent as custodian for such Common Depository and (iii) bear the Private Placement Legend. Members of, or direct or indirect participants in, the Depository Euroclear or Clearstream (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depository or under the Global Notes. The Common Depository may be treated by the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Common Depository or impair, as between Euroclear or Clearstream, as the Depository case may be, and its their respective Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes may initially shall be represented by one or more Notes in registered, global form without interest coupons (collectively, the “Rule 144A Global NoteNotes”). Regulation S Notes may initially shall be represented by one or more Notes in registered, global form without interest coupons (collectively, the “Regulation S Global NoteNotes”). The term “Global Notes” means means, collectively, the Rule 144A Global Note Notes and the Regulation S Global NoteNotes. The Global Notes shall bear the Global Note Legend. legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository Depositary or the nominee of such DepositoryDepositary, in each case for credit to an account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear the Private Placement Legendlegends as set forth in Exhibit B with respect to Restricted Global Notes and Regulation S Global Notes. Members of, or direct or indirect participants in, the Depository Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note Notes held on their behalf by the Depository Depositary or the Trustee as its custodian, or under the Global Notes. The Depository , and the Depositary may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee as the absolute owner of the Global Notes Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any NoteHolder.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially shall be represented by one or more Notes in registered, global form without interest coupons (collectively, the “Rule 144A Global NoteNotes”). Regulation S Notes initially shall be represented by one or more Notes in registered, global form without interest coupons (collectively, the “Regulation S Global NoteNotes”). The term “Global Notes” means means, collectively, the Rule 144A Global Note Notes and the Regulation S Global NoteNotes. The Global Notes shall bear the Global Note Legend. legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository Depositary or the nominee of such DepositoryDepositary, in each case for credit to an account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear the Private Placement Legendlegends as set forth in Exhibit B with respect to Restricted Global Notes and Regulation S Global Notes. Members of, or direct or indirect participants in, the Depository Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depositary or the Trustee as its custodian, or under the Global Notes. The Depository , and the Depositary may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee as the absolute owner of the Global Notes Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially shall be represented by one or more Notes in registered, global form without interest coupons (collectively, the “Rule 144A Global NoteNotes”). Regulation S Notes initially shall be represented by one or more Notes in registered, global form without interest coupons (collectively, the “Regulation S Global NoteNotes”). The term “Global Notes” means means, collectively, the Rule 144A Global Note Notes and the Regulation S Global NoteNotes. The Global Notes shall bear the Global Note Legend. legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository Depositary or the nominee of such DepositoryDepositary, in each case for credit to an account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear the Private Placement Legendlegends as set forth in Exhibit B with respect to Restricted Global Notes and Regulation S Global Notes. Members of, or direct or indirect participants in, the Depository Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note Notes held on their behalf by the Depository Depositary or the Trustee as its custodian, or under the Global Notes. The Depository , and the Depositary may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee as the absolute owner of the Global Notes Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any NoteHolder.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially shall be represented by one or more Notes notes in registered, global form without interest coupons (collectively, the “Rule 144A Global Note”"RESTRICTED GLOBAL NOTE"). Regulation S Notes initially shall be represented by one or more Notes notes in registered, global form without interest coupons (collectively, the “Regulation "REGULATION S Global Note”). The term “Global Notes” means GLOBAL NOTE," and, together with the Rule 144A Restricted Global Note and any other global notes representing Notes, the Regulation S Global Note. The Global Notes shall bear the Global Note Legend"GLOBAL NOTES"). The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent MemberMember (or, in the case of the Regulation S Global Notes, of Euroclear System ("EUROCLEAR") and Cedel Bank, S.A. ("CEDEL")), (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear the Private Placement Legend. legends as set forth in EXHIBIT D. Members of, or direct or indirect participants in, the Depository (“Agent Members”"AGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depository, or the Trustee as its custodian, or under the Global Notes. The , and the Depository may be treated by the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee as the absolute owner of the Global Notes Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially shall be represented by one or more Notes in registered, global form without interest coupons (collectively, the “Rule 144A "Restricted Global Note”Notes"). Regulation S Notes initially shall be represented by one or more Notes in registered, global form without interest coupons (collectively, the “Regulation S Global Note”). The term “Global Notes” means Note and together with the Rule 144A Restricted Global Note and any other global notes representing Notes, the Regulation S "Global NoteNotes"). The Global Notes shall bear the Global Note Legend. legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository Depositary or the nominee of such DepositoryDepositary, in each case for credit to an account of an Agent MemberDTC or a Participant, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear the Private Placement Legendlegends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C1 with respect to Regulation S Global Notes. Members of, or direct or indirect participants Participants in, the Depository (“Agent Members”) Depositary shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depositary, or the Trustee as its custodian, or under the Global Notes. The Depository , and the Depositary may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee as the absolute owner of the Global Notes Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization (which may be in electronic form) furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A The Notes issued on the Issue Date initially shall be represented by one or more Notes notes in registered, global form without interest coupons (collectively, the “Rule 144A Global NoteNotes”). Regulation S Notes initially shall be represented by one or more Notes in registered, global form without interest coupons (collectively, the “Regulation S Global Note”). The term “Global Notes” means the Rule 144A Global Note and the Regulation S Global Note. The Global Notes shall bear the Global Note Legend. legends as set forth in Exhibit B. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent Member), and (ii) be delivered to the Note Trustee as custodian for such Depository and (iii) bear the Private Placement LegendDepository. Members of, or direct or indirect participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depository, or the Note Trustee as its custodian, or under the Global Notes. The , and the Depository may be treated by the IssuersIssuer, the Note Trustee and any agent of the Issuers Issuer or the Note Trustee as the absolute owner of the Global Notes Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Note Trustee or any agent of the Issuers Issuer or the Note Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially shall be represented by one or more Notes notes in registered, global form without interest coupons (collectively, the “Rule 144A Global Note”"RESTRICTED GLOBAL NOTE"). Regulation S Notes initially shall be represented by one or more Notes notes in registered, global form without interest coupons (collectively, the “Regulation "REGULATION S Global Note”). The term “Global Notes” means GLOBAL NOTE," and, together with the Rule 144A Restricted Global Note and any other global notes representing Notes, the Regulation S Global Note. The Global Notes shall bear the Global Note Legend"GLOBAL NOTES"). The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent MemberMember (or, in the case of the Regulation S Global Notes, of Euroclear System ("EUROCLEAR") and Cedel Bank, S.A. ("CEDEL")), (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear the Private Placement Legend. legends as set forth in EXHIBIT D. Members of, or direct or indirect participants in, the Depository (“Agent Members”"AGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depository, or the Trustee as its custodian, or under the Global Notes. The , and the Depository may be treated by the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee as the absolute owner of the Global Notes Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the 43 -35- Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.