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

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

Book-Entry Provisions for Global Securities. (a) The Each Global Securities Security initially shall (i) be registered in the name of the Depository Depositary for such Global Securities or the nominee of such DepositoryDepositary, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear legends as set forth in Exhibit C. Section 3.06. Members of, or participants in, the Depository Depositary ("Participants"“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the DepositoryDepositary, or the Trustee as its custodian, or under the Global Security, and the Depository Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and Participantsits Agent Members, the operation of customary practices governing the exercise of the rights of a Holder holder of any Security.

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

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

Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall (i) be registered in the name of the Depository Depositary, its successors or the nominee of such Depositorytheir respective nominees, (ii) be delivered to the Trustee as custodian for such Depository the Depositary, its successors or their respective nominees, as the case may be, and (iii) bear the legends as set forth in Exhibit C. such Global Securities are required to bear under Section 2.17. Members of, or participants in, the Depository Depositary ("“Participants"”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the DepositoryDepositary, or the Trustee as its custodian, or under the Global Security, and the Depository Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and Participants, the operation of customary practices governing the exercise of the rights of a Holder of any Security.

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

Book-Entry Provisions for Global Securities. (a) The Each Global Securities initially Note shall (i) be registered in the name of the Depository Depositary for such Global Notes or the nominee of such DepositoryDepositary, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear legends as set forth in Exhibit C. required by Section 2.6(e). Members of, or participants in, the Depository Depositary ("Participants"“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by the DepositoryDepositary, or the Trustee as its custodian, or under the Global SecurityNote, and the Depository Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee 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 Participantsits Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any SecurityNote.

Book-Entry Provisions for Global Securities. (a) The Each Global Securities initially Note shall (i) be registered in the name of the Depository Depositary for such Global Notes or the nominee of such DepositoryDepositary, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear legends as set forth in Exhibit C. Section 2.6(g). Members of, or participants in, the Depository Depositary ("ParticipantsAgent Members") shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by the DepositoryDepositary, or the Trustee as its custodian, or under the Global SecurityNote, and the Depository Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee 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 Participantsits Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any SecurityNote.

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

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

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

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

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

Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit C. B hereto. Members of, or participants in, the Depository ("ParticipantsAgent Members") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Security, and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and Participantsits Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security. (b) Transfers of Global Securities shall be limited to transfers in whole, but not in part, to the Depository, its successors or their respective nominees. Interests of beneficial owners in the Global Securities may be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depository and the provisions of Sections 3.03 and 3.

Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit C. Section 206 and, in the case of Restricted Securities in the form of Global Securities, Section 205. Members of, or participants in, the Depository ("ParticipantsAgent Members") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Security, and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and Participantsits Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security.

Book-Entry Provisions for Global Securities. (a) The Each Global Securities Security initially shall (i) be registered in the name of the Depository Depositary for such Global Security or the nominee of such Depository, Depositary and (ii) be delivered to the Trustee as custodian the initial Securities Custodian for such Depository and (iii) bear legends as set forth Depositary. Beneficial interests in Exhibit C. Members of, Global Securities may be held indirectly through members of or participants in, the Depository in ("ParticipantsAgent Members") the Depositary (including Cedel and Euroclear in the case of the Regulation S Global Security). Agent Members shall have no rights under this Indenture with respect to any Global Security held on their behalf by the DepositoryDepositary, or the Trustee as its custodianSecurities Custodian, or under the such Global Security, and the Depository Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or shall impair, as between the Depository Depositary and Participantsits Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security.

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

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

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

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

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

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

Book-Entry Provisions for Global Securities. (a) The Each Global Securities Security initially shall (i) be registered in the name of the Depository Depositary for such Global Securities or the nominee of such DepositoryDepositary, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear legends as set forth in Exhibit C. Section 3.06. Members of, or participants in, the Depository Depositary ("Participants"“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the DepositoryDepositary, or the Trustee as its custodian, or under the Global Security, and the Depository may Depositary shall be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and Participantsits Agent Members, the operation of customary practices governing the exercise of the rights of a Holder holder of any Security.

Book-Entry Provisions for Global Securities. (a) The U.S. Global Securities and Offshore Global Securities initially shall (i) be registered in the name of the Depository Depositary for such Global Securities or the nominee of such DepositoryDepositary, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear legends as set forth in Exhibit C. Section 3.4. Agent Members of, or participants in, the Depository ("Participants") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the DepositoryDepositary, or the Trustee as its custodian, or under the any Global Security, and the Depository Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and Participantsits Agent Members, the operation of customary practices governing the exercise of the rights of a Holder beneficial owner of any Security.

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

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

Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for 69 -59- such Depository and (iii) bear legends as set forth in Exhibit C. Members of, or participants in, the Depository ("Participants") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Security, and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and Participants, the operation of customary practices governing the exercise of the rights of a Holder of any Security.

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

Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit C. Section 206 and, in the case of Restricted Securities in the form of Global Securities, Section 205. 41 Members of, or participants in, the Depository ("ParticipantsAgent Members") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Security, and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and Participantsits Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security.

Book-Entry Provisions for Global Securities. (a) The If the Company shall establish pursuant to Section 3.01 that the Securities of a series are to be issued in whole or in part in one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.03, authenticate and deliver a Global Security or Securities which initially shall (i) be registered in the name of the Depository Depositary for such Global Security or Securities or the nominee of such DepositoryDepositary, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear legends as set forth in Exhibit C. legends. Members of, or participants in, the Depository Depositary ("Participants"“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the DepositoryDepositary, or the Trustee as its custodian, or under the such Global Security, and the Depository Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and Participantsits Agent Members, the operation of customary practices governing the exercise of the rights of a Holder holder of any Security.

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

Book-Entry Provisions for Global Securities. (a) The Each Global Securities Security initially shall (i) be registered in the name of the Depository for such Global Security or the nominee of such Depository, Depository and (ii) be delivered to the Trustee as custodian the initial Securities Custodian for such Depository and (iii) bear legends as set forth Depository. Beneficial interests in Exhibit C. Members of, Global Securities may be held indirectly through members of or participants in, in ("Agent Members") the Depository ("Participants") including Cedel and Euroclear in the case of the Regulation S Global Security). Agent Members shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depository, or the Trustee as its custodianSecurities Custodian, or under the such Global Security, and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or shall impair, as between the Depository and Participantsits Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security.

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

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

Book-Entry Provisions for Global Securities. (a) The Each Global Securities Security initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit C. Section 2.14. Members of, or participants in, the Depository ("Participants"“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depository, or the Trustee as its custodian, or under the any Global Security, and the Depository may be treated by the CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of the each Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Trustee or any agent of the Company Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and Participantsits Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security.

Book-Entry Provisions for Global Securities. (a) The U.S. Global Securities Security and Offshore Global Security initially shall (i) be registered in the name of the Depository Depositary for such Global Securities or the nominee of such DepositoryDepositary, (ii) ii be delivered to the Trustee as custodian for such Depository Depositary and (iii) ii bear legends as set forth in Exhibit C. Section 2.05. Members of, or participants in, the Depository Depositary ("ParticipantsAGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the DepositoryDepositary, or the Trustee as its custodian, or under the Global Security, and the Depository Depositary may be treated by the Company, the Guarantor, the Trustee and any agent of the Company Company, the Guarantor or the Trustee as the absolute owner of the such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Guarantor, the Trustee or any agent of the Company Company, the Guarantor or the Trustee Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and Participantsits Agent Members, the operation of customary practices governing the exercise of the rights of a Holder holder of any SecuritySecurity (including the Guarantee).

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

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

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

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

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

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

Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit C. Members of, or participants in, the Depository ("Participants") shall have no rights 33 -33- under this Indenture with respect to any Global Security held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Security, and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and Participants, the operation of customary practices governing the exercise of the rights of a Holder of any Security.

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

Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall (i) be registered in the name of the Depository Depositary or the nominee of such DepositoryDepositary, (ii) be delivered to the Trustee as custodian for such Depository the Depositary and (iii) bear legends as set forth on the face of the form of Security in Exhibit C. Section 2.02 Members of, or participants in, the Depository Depositary ("Participants"“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the DepositoryDepositary, or the Trustee as its custodian, or under the Global Security, and the Depository Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and Participantsits Agent Members, the operation of customary practices governing the exercise of the rights of any Holder. (b) Transfers of the Global Securities shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Holder Global Security may be transferred or exchanged, in whole or in part, for Physical Securities in accordance with the rules and procedures of any Securitythe Depositary and the provisions of Section 3.09.

Book-Entry Provisions for Global Securities. (a) The Each Transfer Restricted Global Securities initially Note shall (i) be registered in the name of the Depository Depositary for such Global Notes or the nominee of such DepositoryDepositary, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear legends as set forth in Exhibit C. required by Section 2.6(e). Members of, or participants Participants in, the Depository Depositary ("Participants"“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by the DepositoryDepositary, or the Trustee as its custodian, or under the Global SecurityNote, and the Depository Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee 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 Participantsits Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any SecurityNote.

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

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