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

Book-Entry Provisions for Global Notes. 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 to the Trustee as custodian for such Depositary and (iii) bear legends as set forth in Section 203. Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Global Note, and the Depositary may be treated by the Company, the Subsidiary Guarantors, the Trustee and any agent of the 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 of the Company, the Subsidiary Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Note. The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. Each (a) 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 to the Trustee as custodian for such Depositary and (iii) bear legends as set forth in Section 2032.02. Members of, or participants in, the Depositary (the "Agent Members") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Note, and the Depositary may be treated by the Company, the Subsidiary Guarantors, the Trustee and any agent of the 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 of the Company, the Subsidiary Guarantors or the Trustee Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Note. The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.its

Book-Entry Provisions for Global Notes. Each (a) The Global Note Notes initially shall (i) be registered in the name of the Depositary Depository for such Global Notes or the nominee of such DepositaryDepository, and (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear legends as set forth in Section 203Depository. Members of, or participants in, the Depositary Depository ("Agent Members") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Note, and the Depositary Depository may be treated by the Company, the Subsidiary Guarantors, the Trustee and any agent of the Company, the Subsidiary Guarantors 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 Subsidiary Guarantors, the Trustee or any agent of the Company, the Subsidiary Guarantors Company or the Trustee Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner holder of any Note. The registered holder Neither the Company nor the Trustee shall be liable for any delay by the Depository in identifying the beneficial owners of a Global Note the Notes and the Company and the Trustee may grant proxies conclusively rely on, and otherwise authorize shall be protected in relying on, instructions from the Depository for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of any person, including Agent Members and persons that may hold interests through Agent Members, Notes to take any action which a Holder is entitled to take under this Indenture or the Notesbe issued).

Book-Entry Provisions for Global Notes. Each (a) A 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 to the Trustee as custodian for such Depositary and (iii) bear legends as set forth in Section 2032.02. Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Note, and the Depositary may be treated by the Company, the Subsidiary Guarantors, the Trustee and any agent Agent of the Company, the Subsidiary Guarantors 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 Subsidiary Guarantors, the Trustee or any agent Agent of the Company, the Subsidiary Guarantors Company or the Trustee Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner holder of any Note. The registered holder . (b) Transfers of a Global Note may grant proxies and otherwise authorize any personshall be limited to transfers of such Global Note in whole, including Agent Members and persons that may hold interests through Agent Membersbut not in part, to take any action which the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Holder is entitled to take under this Indenture or Global Note may be transferred in accordance with the Notes.rules and

Book-Entry Provisions for Global Notes. (a) Each Global Note initially shall (i) be registered in the name of the Depositary Depository for such Global Notes Note or the nominee of such Depositary, Depository and (ii) be delivered to the Trustee as custodian the initial Notes Custodian for such Depositary and (iii) bear legends as set forth Depository. Beneficial interests in Section 203. Members of, Global Notes may be held indirectly through members of or participants in, the Depositary in ("Agent Members") the Depository (including Clearstream Banking and Euroclear in the case of the Regulation S Global Note). Agent Members shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as Notes Custodian, or under such Global Note, and the Depositary Depository may be treated by the Company, the Subsidiary Guarantors, the Trustee and any agent of the Company, the Subsidiary Guarantors 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 Subsidiary Guarantors, the Trustee or any agent of the Company, the Subsidiary Guarantors Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or shall impair, as between the Depositary Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner Holder of any Note. The registered holder . (b) Transfers of a Global Note may grant proxies and otherwise authorize any personshall be limited to transfers of such Global Note in whole, including Agent Members and persons that may hold interests through Agent Membersbut not in part, to take any action which the Depository, its successors or their respective nominees. Interests of beneficial owners in a Holder is entitled to take under this Indenture or Global Note may be transferred in accordance with the Notesrules and procedures of the Depository (and Agent Member, if applicable) and the provisions of Section 2.

Book-Entry Provisions for Global Notes. Each (a) The Global Note Notes initially shall (i) be registered in the name of the Depositary for such Global Notes Depository or the nominee of such DepositaryDepository, (ii) be delivered to the Trustee as custodian for such Depositary Depository and (iii) bear legends as set forth in Section 203. Exhibit B. Members of, or participants in, the Depositary Depository ("Agent Members") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Note, and the Depositary Depository may be treated by the Company, the Subsidiary Guarantors, the Trustee and any agent of the Company, the Subsidiary Guarantors Company or the Trustee as the absolute owner of such the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Subsidiary Guarantors, the Trustee or any agent of the Company, the Subsidiary Guarantors Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner Holder of any Note. The registered holder . (b) Transfers of a Global Note may grant proxies and otherwise authorize any personNotes shall be limited to transfers in whole, including Agent Members and persons that may hold interests through Agent Membersbut not in part, to take any action which a Holder is entitled to take under this Indenture the Depository, its successors or their respective nominees. Interests of beneficial owners in the NotesGlobal Notes may be transferred or exchanged for Physical Notes in accordance with the rules and procedures of the Depository and the provisions of Sections 3.04 and 3.

Book-Entry Provisions for Global Notes. Each (a) The Global Note Notes initially shall (i) be registered in the name of the Depositary for such Global Notes Depository or the nominee of such DepositaryDepository, (ii) be delivered to the Trustee as custodian for such Depositary Depository and (iii) bear legends as set forth in Section 203. Exhibit B. Members of, or participants in, the Depositary Depository ("Agent Members") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Note, and the Depositary Depository may be treated by the Company, the Subsidiary Guarantors, the Trustee and any agent of the Company, the Subsidiary Guarantors Company or the Trustee as the absolute owner of such the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Subsidiary Guarantors, the Trustee or any agent of the Company, the Subsidiary Guarantors Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner Holder of any Note. The registered holder . (b) Transfers of a Global Note may grant proxies and otherwise authorize any personNotes shall be limited to transfers in whole, including Agent Members and persons that may hold interests through Agent Membersbut not in part, to take any action which a Holder the Depository, its successors or their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Physical Notes in accordance with the rules and procedures of the Depository and the provisions of Sections 3.03 and 3.17 hereof. In addition, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in Global Notes if (i) the Depository notifies the Company that it is entitled unwilling or unable to take under this Indenture or the Notes.continue as Depository for

Book-Entry Provisions for Global Notes. 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 to the Trustee as custodian for such Depositary and (iii) bear legends as set forth in Section 203202. Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Global Note, and the Depositary may be treated by the Company, the Subsidiary Guarantors, the Trustee and any agent of the 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 of the Company, the Subsidiary Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Note. The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. Each (A) The Global Note Notes initially shall (i) be registered in the name of the Depositary for such Global Notes Depository or the nominee of such DepositaryDepository, (ii) be delivered to the Trustee as custodian for such Depositary Depository and (iii) bear legends as set forth in Section 203. Exhibit B. Members of, or participants in, the Depositary Depository ("Agent Members") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Note, and the Depositary Depository may be treated by the Company, the Subsidiary Guarantors, the Trustee and any agent of the Company, the Subsidiary Guarantors Company or the Trustee as the absolute owner of such the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Subsidiary Guarantors, the Trustee or any agent of the Company, the Subsidiary Guarantors Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner Holder of any Note. The registered holder . (B) Transfers of a Global Note may grant proxies and otherwise authorize any personNotes shall be limited to transfers in whole, including Agent Members and persons that may hold interests through Agent Membersbut not in part, to take any action which a Holder is entitled to take under this Indenture the Depository, its successors or their respective nominees. Interests of beneficial owners in the NotesGlobal Notes may be transferred or exchanged for Physical Notes in accordance with the rules and procedures of the Depository and the provisions of Sections 3.03 and 3.

Book-Entry Provisions for Global Notes. Each (a) The -------------------------------------- Global Note initially Notes shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) prior to the Registration bear legends as set forth in the second paragraph of Section 2032.02. Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Note, and the Depositary may be treated by the Company, the Subsidiary Guarantors, the Trustee and any agent of the Company, the Subsidiary Guarantors 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 Subsidiary Guarantors, the Trustee or any agent of the Company, the Subsidiary Guarantors Company or the Trustee Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner holder of any Note. The registered holder . (b) Transfers of a Global Note may grant proxies and otherwise authorize any personshall be limited to transfers of such Global Note in whole, including Agent Members and persons that may hold interests through Agent Membersbut not in part, to take any action which the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Holder is entitled to take under this Indenture or Global Note may be transferred in accordance with the Notesrules and procedures of the Depositary and the provisions of Section 2.

Book-Entry Provisions for Global Notes. Each (a) The Global Note 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 to the Trustee as custodian for such Common Depositary and (iii) bear legends as set forth in Section 2032.02. Members of, or participants in, the Depositary ("Agent MembersAGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as Common Depositary, or under such Global Note, and the Depositary may be treated by the Company, the Subsidiary Guarantors, the Trustee and any agent of the Company, the Subsidiary Guarantors 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 Subsidiary Guarantors, the Trustee or any agent of the Company, the Subsidiary Guarantors Company or the Trustee Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner holder of any Note. The registered holder . (b) Transfers of a Global Note may grant proxies and otherwise authorize any personshall be limited to transfers of such Global Note in whole, including Agent Members and persons that may hold interests through Agent Membersbut not in part, to take any action which a Holder is entitled to take under this Indenture the Depositary, its successors or their respective nominees, or transfers between the Depositary for the Global DTC Notes and the Depositary for the other Global Notes.. Interests of beneficial owners in Global Notes may be transferred in accordance with the rules and procedures of each Depositary and the provisions of Section

Book-Entry Provisions for Global Notes. Each (a) The Global Note 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 to the Trustee as custodian for such Depositary and (iii) bear legends as set forth in Section 2032.02. Members of, or participants in, the Depositary ("Agent MembersAGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under such Global Note, and the Depositary may be treated by the Company, the Subsidiary Guarantors, the Trustee and any agent of the Company, the Subsidiary Guarantors 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 Subsidiary Guarantors, the Trustee or any agent of the Company, the Subsidiary Guarantors Company or the Trustee Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner holder of any Note. The registered holder . (b) Transfers of a Global Note may grant proxies and otherwise authorize any personshall be limited to transfers of such Global Note in whole, including Agent Members and persons that may hold interests through Agent Membersbut not in part, to take any action which a Holder is entitled to take under this Indenture the Depositary, its successors or their respective nominees. Interests of beneficial owners in Global Notes may be transferred in accordance with the Notesrules and procedures of the Depositary and the provisions of Section 2.

Book-Entry Provisions for Global Notes. 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 to the Trustee as custodian for such Depositary and (iii) bear legends as set forth in Section 2032.02. The Company has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Agent are hereby authorized to act in accordance with such letter and Applicable Procedures. Neither the Trustee nor any Agent shall have responsibility for any actions taken or not taken by the Depositary. (a) Members of, or participants in, the Depositary ("“Agent Members"”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under such Global Note, and the Depositary may be treated by the Company, the Subsidiary Guarantors, the Trustee and any agent of the Company, the Subsidiary Guarantors 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 Subsidiary Guarantors, the Trustee or any agent of the Company, the Subsidiary Guarantors Company or the Trustee Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner holder of any Note. The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. Each The Global Note 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 to the Trustee as custodian for such Depositary and (iii) bear legends as set forth in Section 203. Exhibit B, to the extent applicable. (a) Members of, or participants in, the Depositary ("“Agent Members"”) shall have no rights under this Indenture Agreement with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Note, and the Depositary may be treated by the Company, the Subsidiary GuarantorsDepositor, the Trustee and any agent of the Company, the Subsidiary Guarantors Depositor or the Trustee as the absolute owner of such the Global Note for all purposes whatsoever. (b) Transfers of Global Notes shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. Notwithstanding Interests of beneficial owners in the foregoing, nothing herein shall prevent Global Notes may be transferred or exchanged for registered Notes in accordance with the Company, the Subsidiary Guarantors, the Trustee or any agent rules and procedures of the Company, the Subsidiary Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Membersthe provisions of Sections 4.05 and 4.06. (c) Except as provided above, any Note delivered upon registration of transfer of, or in exchange for, or in lieu of, any Global Note, whether pursuant to this Section 4.10 or otherwise, shall also be a Global Note and bear the operation legends specified in Exhibit B. Table of customary practices governing the exercise of the rights of a beneficial owner Contents (d) The Note Holder of any Note. The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Note Holder is entitled to take under this Indenture Agreement or the Notes.

Book-Entry Provisions for Global Notes. Each (a) 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 to the Trustee as custodian for such Depositary and (iii) bear legends as set forth in Section 2032.02. Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under such Global Note, and the Depositary Depositary, or its nominee, may be treated by the Company, the Subsidiary Guarantors, the Trustee and any agent of the Company, the Subsidiary Guarantors 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 Subsidiary Guarantors, the Trustee or any agent of the Company, the Subsidiary Guarantors Company or the Trustee Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner holder of any Note. The registered holder . (b) Transfers of a Global Note may grant proxies and otherwise authorize any personshall be limited to transfers of such Global Note in whole, including Agent Members and persons that may hold interests through Agent Membersbut not in part, to take any action which a Holder is entitled to take under this Indenture the Depositary, its successors or their respective nominees. Interests of beneficial owners in Global Notes may be transferred in accordance with the Notesrules and procedures of the Depositary and the provisions of Section 2.

Book-Entry Provisions for Global Notes. Each (a) The Global Note 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 to the Trustee as custodian for such Depositary and (iii) bear legends as set forth in Section 2032.17 hereof. Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary may be treated by the Company, the Subsidiary Guarantors, the Trustee and any agent of the Company, the Subsidiary Guarantors Company or the Trustee as the absolute owner of such the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Subsidiary Guarantors, the Trustee or any agent of the Company, the Subsidiary Guarantors Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder. (b) Interests of beneficial owner of owners in the Global Notes may only be exchanged for Certificated Notes if (i) the Depositary (x) notifies the Company that it is unwilling or unable to continue as Depositary for any Note. The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, the Company fails to take any action which appoint a Holder is entitled to take under this Indenture or the Notes.successor depositary within 60 days or

Book-Entry Provisions for Global Notes. Each (a) The U.S. Global Note Notes and Offshore Global Notes initially shall (i) be registered in the name of the Depositary depositary for such Global Notes or the nominee of such Depositarydepositary, (ii) be delivered to the Trustee as custodian for such Depositary depositary and (iii) bear the legends as set forth in Section 2032.2. Members of, or participants in, the Depositary depositary (each, an "Agent MembersMember") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the depositary, or the Trustee as its custodian, or under such Global Note, and the Depositary depositary may be treated by the Company, the Subsidiary Guarantorsany Guarantor, the Trustee and any agent of the Company, the Subsidiary Guarantors any Guarantor, 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 Guarantorsany Guarantor, the Trustee or any agent of the Company, the Subsidiary Guarantors any Guarantor, or the Trustee Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary depositary or impair, as between the Depositary depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner holder of any Note. The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. Each The Company shall execute and the Trustee shall, in accordance with this Section 2.01(d) and Section 2.02, authenticate and deliver the Global Note initially shall Notes that (i) shall be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, the Depositary and (ii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instructions or held by the Trustee as custodian for such Depositary and (iii) bear legends as set forth in Section 203the Depositary. Agent Members of, or participants in, the Depositary ("Agent Members") shall have no rights either under this Indenture with respect to any the Global NoteNotes held on their behalf by the Depositary or by the Note Custodian or under the Global Notes, and the Depositary may be treated by the Company, the Subsidiary Guarantors, the Trustee and any agent of the Company, the Subsidiary Guarantors Company or the Trustee as the absolute owner of such the Global Note Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Subsidiary Guarantors, the Trustee or any agent of the Company, the Subsidiary Guarantors Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of an owner of a beneficial owner of any Note. The registered holder of a interest in the 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 which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. Each (a) The Global Note Notes initially shall (i) be registered in the name of the Depositary for such Global Notes Common Depository or the nominee of such DepositaryCommon Depository, (ii) be delivered to the Trustee as custodian for such Depositary Common Depository and (iii) bear legends as set forth in Exhibit A. Until and including the 40th day after the Closing Date (the "Restricted Period"), book-entry interests in a Regulation S Global Note may be held only through Euroclear or Clearstream, unless transfer occurs in accordance with Section 2032.15(b). Members of, or participants in, the 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 Common Depository, or the Trustee as its custodian, or under the Global Note, and the Depositary Common Depository may be treated by the Company, the Subsidiary Guarantors, the Trustee and any agent of the Company, the Subsidiary Guarantors Company or the Trustee as the absolute owner of such the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Subsidiary Guarantors, the Trustee or any agent of the Company, the Subsidiary Guarantors Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Common Depository or impair, as between the Depositary Euroclear or Clearstream and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner Holder of any Note. The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.