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

Book-Entry Provisions for Global Securities. This Section 2.11 shall apply only to a Global Security deposited with or on behalf of the Depositary. The Issuer shall execute and the Trustee shall, in accordance with this Section 2.11 and the written order of the Issuer, authenticate and deliver initially one or more Global Securities that (i) shall be registered in the name of Cede & Co. or other nominee of such Depositary and (ii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions or held by the Trustee as custodian for the Depositary pursuant to a FAST Balance Certificate Agreement between the Depositary and the Trustee. Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or by the Trustee as the custodian of the Depositary or under such Global Security, and the Depositary may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Security. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations and Instructions to Participants" of Clearstream shall be applicable to interests in any Global Securities that are held by participants through Euroclear or Clearstream. The Trustee shall have no obligation to notify holders of any such procedures or to monitor or enforce compliance with the same.

Book-Entry Provisions for Global Securities. This Section 2.11 shall apply only to a Global Security deposited with or on behalf of the Depositary. (a) The Issuer shall execute and the Trustee shall, in accordance with this Section 2.11 and the written order of the Issuer, authenticate and deliver initially one or more Rule 144A Global Securities that and Institutional Accredited Investor Global Securities initially shall (i) shall be registered in the name of Cede & Co. The Depository Trust Company or other nominee of such Depositary and its nominee, (ii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions or held by deposited with the Trustee as custodian for the Depository and (iii) bear legends as set forth in Exhibit A. The Regulation S Global Securities initially shall (i) be registered in the name of The Bank of New York Depositary pursuant to a FAST Balance Certificate Agreement between (Nominees) Ltd., as Common Depositary for Euroclear and Clearstream, or its nominee, (ii) be deposited with the Common Depositary and (iii) bear legends as set forth in the Trustee. Exhibit A. Members of, or participants in, the Depositary Depository, Euroclear or Clearstream ("Agent Members") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary Depository or by the Common Depositary, or the Trustee as the custodian of the Depositary its custodian, or under such the Global Security, and the Depository and the Common Depositary may be treated by the IssuerCompany, the Trustee and any agent of the Issuer Company or the Trustee as the absolute owner of such the Global Security Securities for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerCompany, the Trustee or any agent of the Issuer Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or (ii) impair, as between the Depositary a Depository and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Security. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations and Instructions to Participants" of Clearstream shall be applicable to interests in any Global Securities that are held by participants through Euroclear or Clearstream. The Trustee shall have no obligation to notify holders Holder of any such procedures or to monitor or enforce compliance with the sameSecurity.

Book-Entry Provisions for Global Securities. This Section 2.11 (a) The Securities of an applicable series initially shall apply only to a Global Security deposited with or on behalf of the Depositary. The Issuer shall execute and the Trustee shall, in accordance with this Section 2.11 and the written order of the Issuer, authenticate and deliver initially be represented by one or more Securities of such series in registered, global form without interest coupons (“Global Securities”). The Global Securities that initially shall (i) shall be registered in the name of Cede & Co. or other the nominee of such the Common Depositary for credit to an account of an Agent Member and (ii) shall be delivered by to the Trustee to such Depositary or pursuant to such Common Depositary's instructions or held by the Trustee as custodian for the Depositary pursuant to a FAST Balance Certificate Agreement between the Depositary and the Trustee. Members of, or direct or indirect participants in, the Depositary Euroclear and Clearstream ("“Agent Members"”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or by the Trustee as the custodian nominee of the Common Depositary or under such the Global Security, and Securities. The nominee of the Common Depositary may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of such the Global Security Securities for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary or impair, as between Euroclear or Clearstream, as the Depositary case may be, and its their respective Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a holder Holder of a beneficial interest in any Security. None of the Issuer, the Trustee, the Paying Agent nor the Registrar shall have any responsibility or liability for any acts or omissions of Euroclear or Clearstream with respect to such Global Security. The provisions , for the records of Euroclear or Clearstream, including records in respect of the "Operating Procedures beneficial owners of any such Global Security, for any transactions between Euroclear or Clearstream and any Agent Member or between or among Euroclear or Clearstream, as the Euroclear System" and "Terms and Conditions Governing Use case may be, any such Agent Member and/or any Holder or beneficial owner of Euroclear" and the "Management Regulations and Instructions to Participants" such Global Security, or for any transfers of Clearstream shall be applicable to beneficial interests in any such Global Securities that are held by participants through Euroclear or Clearstream. The Trustee shall have no obligation to notify holders of any such procedures or to monitor or enforce compliance with the sameSecurity.

Book-Entry Provisions for Global Securities. This Section 2.11 shall apply only to a Global Security deposited with or on behalf of the Depositary. The Issuer shall execute and the Trustee shall, in accordance with this Section 2.11 and the written order of the Issuer, authenticate and deliver initially one or more Global Securities that initially shall (i) shall be registered in the name of Cede & Co. the Depository or other the nominee of such Depositary and Depository, (ii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions or held by the Trustee as custodian for the Depositary pursuant to a FAST Balance Certificate Agreement between the Depositary such Depository and the Trustee. (iii) bear legends as set forth in Exhibit C. Members of, or participants in, the Depositary Depository ("Agent Members"“Participants”) and any other owners of beneficial interests in a Global Security shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary Depository, or by the Trustee as the custodian of the Depositary its custodian, or under such Global Security, and the Depositary Depository may be treated by the IssuerCompany, the Trustee and any agent of the Issuer Company or the Trustee as the absolute owner of the Global Security for all purposes whatsoever. The Company, the Trustee and the Securities Registrar shall be entitled to deal with any depositary, and any nominee thereof, that is the Holder of any such Global Security for all purposes whatsoeverof this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and Liquidated Damages, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Company, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of any such depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between such depositary and any participant in such depositary or between or among any such depositary, any such participant and/or any holder or owner of a beneficial interest in such Global Security or for any transfers of beneficial interests in any such Global Security. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, the Trustee or any agent of the Issuer 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 MembersParticipants, the operation of customary practices of such Depositary governing the exercise of the rights of a holder Holder of any Security. 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 Section 2.16. In addition, Physical Securities shall be delivered to all beneficial owners in exchange for their beneficial interests in Global Securities if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for any Global Security and a successor depository is not appointed by the Company within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depository to issue Physical Securities. In connection with the transfer of Global Securities as an entirety to beneficial owners pursuant to paragraph (b) of this Section 2.15, the Global Securities shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall upon written instructions from the Company authenticate and deliver, to each beneficial owner identified by the Depository in exchange for its beneficial interest in the Global Securities, an equal aggregate principal amount of Physical Securities of authorized denominations. Any Physical Security constituting a Restricted Security delivered in exchange for an interest in a Global Security pursuant to paragraph (b) or (c) of this Section 2.15 shall, except as otherwise provided by Section 2.16, bear the Private Placement Legend. The Holder of any Global Security. The provisions Security may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action which a Holder of Securities is entitled to take under this Indenture or the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations and Instructions to Participants" of Clearstream shall be applicable to interests in any Global Securities that are held by participants through Euroclear or Clearstream. The Trustee shall have no obligation to notify holders of any such procedures or to monitor or enforce compliance with the sameSecurities.

Book-Entry Provisions for Global Securities. This Section 2.11 (a) The Securities of an applicable series initially shall apply only to a Global Security deposited with or on behalf of the Depositary. The Issuer shall execute and the Trustee shall, in accordance with this Section 2.11 and the written order of the Issuer, authenticate and deliver initially be represented by one or more Securities of such series in registered, global form without interest coupons (“Global Securities”). The Global Securities that initially shall (i) shall be registered in the name of Cede & Co. or other the nominee of such Depositary the Depository for credit to an account of an Agent Member and (ii) shall be delivered by to the Trustee to such Depositary or pursuant to such Depositary's instructions or held by the Trustee as custodian for the Depositary pursuant to a FAST Balance Certificate Agreement between the Depositary and the TrusteeDepository. Members of, or direct or indirect participants in, the Depositary Depository ("“Agent Members"”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or by the Trustee as the custodian of the Depositary Depository or under such the Global Security, and the Depositary Securities. The Depository may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of such the Global Security Securities for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer 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 of such Depositary governing the exercise of the rights of a holder Holder of a beneficial interest in any Security. None of the Issuer, the Trustee, the Paying Agent nor the Registrar shall have any responsibility or liability for any acts or omissions of the Depository with respect to such Global Security. The provisions , for the records of the "Operating Procedures Depository, including records in respect of the Euroclear System" beneficial owners of any such Global Security, for any transactions between the Depository and "Terms and Conditions Governing Use any Agent Member or between or among the Depository, any such Agent Member and/or any Holder or beneficial owner of Euroclear" and the "Management Regulations and Instructions to Participants" such Global Security, or for any transfers of Clearstream shall be applicable to beneficial interests in any such Global Securities that are held by participants through Euroclear or Clearstream. The Trustee shall have no obligation to notify holders of any such procedures or to monitor or enforce compliance with the sameSecurity.

Book-Entry Provisions for Global Securities. This Section 2.11 shall apply only to a Global Security deposited with or on behalf of the Depositary. The Issuer Issuers shall execute and the Trustee shall, in accordance with this Section 2.11 and the written order of the IssuerIssuers, authenticate and deliver initially one or more Global Securities that (i) shall be registered in the name of Cede & Co. or other nominee of such Depositary and (ii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions or held by the Trustee as custodian for the Depositary pursuant to a FAST Balance Certificate Agreement between the Depositary and the Trustee. Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or by the Trustee as the custodian of the Depositary or under such Global Security, and the Depositary may be treated by the IssuerIssuers, the Trustee and any agent of the Issuer Issuers or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerIssuers, the Trustee or any agent of the Issuer Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Security. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations and Instructions to Participants" of Clearstream shall be applicable to interests in any Global Securities that are held by participants through Euroclear or Clearstream. The Trustee shall have <PAGE> 15 no obligation to notify holders of any such procedures or to monitor or enforce compliance with the same.

Book-Entry Provisions for Global Securities. This Section 2.11 shall apply only to a (a) Each Global Security deposited with or on behalf of the Depositary. The Issuer initially shall execute and the Trustee shall, in accordance with this Section 2.11 and the written order of the Issuer, authenticate and deliver initially one or more Global Securities that (i) shall be registered in the name of Cede & Co. the Depositary for such Global Securities or other the nominee of such Depositary and Depositary, (ii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions or held by the Trustee as custodian for the Depositary pursuant to a FAST Balance Certificate Agreement between the such Depositary and the Trustee(iii) bear legends as set forth in Section 3.06. Members of, or participants in, the Depositary ("“Agent Members"”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary Depositary, or by the Trustee as the custodian of the Depositary its custodian, or under such the Global Security, and the Depositary may shall be treated by the IssuerCompany, the Trustee and each Guarantor and any agent of the Issuer or Company, the Trustee and each Guarantor as the absolute owner of such Global Security for all purposes whatsoever. All notices and communications to be given to the Holders of any series of Securities and all payments to be made to such Holders under such Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee, the Company and each Guarantor and any agent of the Company, the Trustee and each Guarantor may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, the Trustee or and each Guarantor and any agent of the Issuer or Company, the Trustee and each Guarantor, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Security. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations and Instructions to Participants" of Clearstream shall be applicable to interests in any Global Securities that are held by participants through Euroclear or Clearstream. The Trustee shall have no obligation to notify holders of any such procedures or to monitor or enforce compliance with the same.

Book-Entry Provisions for Global Securities. This Section 2.11 (a) Each Global Note constituting a Restricted Note shall apply only to a Global Security deposited with or on behalf of the Depositary. The Issuer shall execute and the Trustee shall, in accordance with this Section 2.11 and the written order of the Issuer, authenticate and deliver initially one or more Global Securities that (i) shall be registered in the name of Cede & Co. the Depositary for such Global Notes or other the nominee of such Depositary and Depositary, (ii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions or held by the Trustee as custodian for the Depositary pursuant to a FAST Balance Certificate Agreement between the Depositary Note Custodian and the Trustee(iii) bear legends as required by Section 2.6(e). Members of, or participants in, the Depositary ("“Agent Members"”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by the Depositary Depositary, or by the Trustee as the custodian of the Depositary its custodian, or under such the Global SecurityNote, and the Depositary may be treated by the IssuerCompany, the Trustee and any agent of the Issuer Company or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, the Trustee or any agent of the Issuer 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 of such Depositary governing the exercise of the rights of a holder Holder of any Note. Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial interest owners (or the requesting beneficial owners in any the case of clause (ii) immediately below) in a Global Security. The provisions Note may be transferred in accordance with Section 2.16 and the rules and procedures of the "Operating Procedures Depositary. In addition, Certificated Notes shall be transferred to all beneficial owners in exchange for their beneficial interests if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company within ninety (90) days of such notice or (ii) an Event of Default of which a Responsible Officer of the Euroclear System" Trustee has actual notice has occurred and "Terms and Conditions Governing Use of Euroclear" is continuing and the "Management Regulations and Instructions Registrar has received a request from the Depositary or a beneficial owner in a Global Note to Participants" of Clearstream issue such Certificated Notes. In addition, the Company may notify the Depositary, at any time, that Certificated Notes shall be applicable promptly transferred to interests all beneficial owners in any Global Securities that are held by participants through Euroclear or Clearstream. The Trustee shall have no obligation to notify holders of any such procedures or to monitor or enforce compliance with the sameexchange for their beneficial interests.

Book-Entry Provisions for Global Securities. This Section 2.11 shall apply only to a Each Global Security deposited with or on behalf of the Depositary. The Issuer shall execute and the Trustee shall, in accordance with this Section 2.11 and the written order of the Issuer, authenticate and deliver initially one or more Global Securities that be (i) shall be registered in the name of Cede & Co. the Depository for such Global Security or other the nominee of such Depositary and Depository, (ii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions or held by the Trustee as custodian for such Depository and (iii) bear the Depositary pursuant to a FAST Balance Certificate Agreement between the Depositary and the Trusteelegend set forth in Exhibit A hereto. Members of, or participants in, the Depositary Depository ("Agent Members") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary Depository, or by the Trustee as the custodian of the Depositary its custodian, or under such Global Security, and the Depositary Depository may be treated by the IssuerCompany, the Subsidiary Guarantors, the Trustee and any agent of the Issuer Company, the Subsidiary Guarantors or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, the Subsidiary Guarantors, the Trustee or any agent of the Issuer Company, the Subsidiary Guarantors 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 of such Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Security. The Transfers of a Global Security shall be limited to transfers of such Global Security in whole, but not in part, to the Depository, its successors or their respective nominees. Interests of beneficial owners in a Global Security may be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depository and the provisions of Section 3.5 hereof. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security if, and only if, either (1) the "Operating Procedures Depository notifies the Company that it is unwilling or unable to continue as depositary for the Global Security and a successor depositary is not appointed by the Company within 90 days of such notice, (2) an Event of Default has occurred and is continuing and the Security Registrar has received a request from the Depository to issue Physical Securities in lieu of all or a portion of the Euroclear System" Global Security (in which case the Company shall deliver Physical Securities within 30 days of such request) or (3) the Company determines not to have the Securities represented by the Global Security and "Terms and Conditions Governing Use of Euroclear" notifies the Depository and the "Management Regulations and Instructions to Participants" of Clearstream shall be applicable to interests in any Global Securities that are held by participants through Euroclear or Clearstream. The Trustee shall have no obligation to notify holders of any such procedures or to monitor or enforce compliance with the sameSecurity Registrar thereof.

Book-Entry Provisions for Global Securities. This Section 2.11 (a) Each Global Note constituting a Restricted Note shall apply only to a Global Security deposited with or on behalf of the Depositary. The Issuer shall execute and the Trustee shall, in accordance with this Section 2.11 and the written order of the Issuer, authenticate and deliver initially one or more Global Securities that (i) shall be registered in the name of Cede & Co. the Depositary for such Global Notes or other the nominee of such Depositary and Depositary, (ii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions or held by the Trustee as custodian for the Depositary pursuant to a FAST Balance Certificate Agreement between the Depositary Note Custodian and the Trustee(iii) bear legends as required by Section 2.6(d). Members of, or participants in, the Depositary ("“Agent Members"”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by the Depositary Depositary, or by the Trustee as the custodian of the Depositary its custodian, or under such the Global SecurityNote, and the Depositary may be treated by the IssuerCompany, the Trustee and any agent of the Issuer Company or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, the Trustee or any agent of the Issuer 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 of such Depositary governing the exercise of the rights of a holder Holder of any Note. Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial interest owners (or the requesting beneficial owners in any the case of clause (ii) immediately below) in a Global Security. The provisions Note may be transferred in accordance with Section 2.16 and the rules and procedures of the "Operating Procedures Depositary. In addition, Certificated Notes shall be transferred to all beneficial owners in exchange for their beneficial interests if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company within ninety (90) days of such notice or (ii) an Event of Default of which a Responsible Officer of the Euroclear System" Trustee has actual notice has occurred and "Terms and Conditions Governing Use of Euroclear" is continuing and the "Management Regulations and Instructions Registrar has received a request from the Depositary or a beneficial owner in a Global Note to Participants" of Clearstream issue such Certificated Notes. In addition, the Company may notify the Depositary, at any time, that Certificated Notes shall be applicable promptly transferred to interests all beneficial owners in any Global Securities that are held by participants through Euroclear or Clearstream. The Trustee shall have no obligation to notify holders of any such procedures or to monitor or enforce compliance with the sameexchange for their beneficial interests.

Book-Entry Provisions for Global Securities. This Section 2.11 shall apply only to a (a) Each Global Security deposited with or on behalf of the Depositary. The Issuer initially shall execute and the Trustee shall, in accordance with this Section 2.11 and the written order of the Issuer, authenticate and deliver initially one or more Global Securities that (i) shall be registered in the name of Cede & Co. the Depositary for such Global Security or other the nominee of such Depositary and (ii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions or held by the Trustee as custodian for such Depositary. After the Depositary pursuant issuance of Exchange Securities under a Registered Exchange Offer, the Trustee shall have no duty to hold any Global Security as custodian for the Depository or any other Security registered in the name of the Depository or a FAST Balance Certificate Agreement between nominee of the Depositary and the TrusteeDepository. Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary Depositary, or by the Trustee as the custodian of the Depositary its custodian, or under such any Global Security, and the Depositary may be treated by the IssuerCompany, the Trustee and any agent of the Issuer Company or the Trustee as the absolute owner of such any Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, the Trustee or any agent of the Issuer Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or shall impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a holder Holder of any Security. Except as otherwise provided herein, owners of beneficial interests in the U.S. Global Security will not be entitled to receive physical delivery of certificated Securities. After a transfer of any Initial Securities during the period of the effectiveness of, and pursuant to, a Shelf Registration Statement with respect to the Initial Securities, the requirements requiring that any such Initial Securities issued to certain Holders be issued in global form will cease to apply, and certificated Initial Securities will be made available to the Holders of such Initial Securities. Upon the consummation of a beneficial interest Registered Exchange Offer with respect to the Initial Securities pursuant to which Holders of Initial Securities are offered Exchange Securities in any Global Security. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations and Instructions exchange for their Initial Securities, all requirements pertaining to Participants" of Clearstream shall be applicable to interests in any Global such Initial Securities that are held by participants through Euroclear or Clearstream. The Trustee shall have no obligation Initial Securities issued to notify holders of any such procedures or certain Holders be issued in global form will cease to monitor or enforce compliance apply and certificated Initial Securities with the samePrivate Placement Legend will be available to Holders of such Initial Securities that do not exchange their Initial Securities, and Exchange Securities in certificated form will be available to Holders that exchange such Initial Securities in such Registered Exchange Offer.

Book-Entry Provisions for Global Securities. This Section 2.11 shall apply only to a Global Security deposited with or on behalf of the Depositary. The Issuer shall execute and the Trustee shall, in accordance with this Section 2.11 and the written order of the Issuer, authenticate and deliver initially one or more Global Securities that (i) Each Restricted Global Security initially shall (i) be registered in the name of Cede & Co. or other a nominee of such the Depositary and (ii) bear legends as set forth in paragraph (b) above. Each Regulation S Temporary Global Security initially shall (i) be registered in the name of a nominee for the Depositary for the accounts of Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear") and Cedel Bank, societe anonyme ("Cedel"), (ii) be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions or held by the Trustee as custodian for the Depositary pursuant to a FAST Balance Certificate Agreement between on behalf of the Depositary and (iii) bear legends as set forth in paragraph (b) above. Each Regulation S Permanent Global Security initially shall (i) be registered in the Trusteename of a nominee of the Depositary, (ii) be delivered to the Trustee as custodian on behalf of the Depositary and (iii) bear the legend as set forth in subparagraph (b)(ii) above. Members Prior to the Offshore Securities Exchange Date, interests in the Regulation S Temporary Global Security may only be held through Euroclear and Cedel. Following the Offshore Securities Exchange Date, interests in the Regulation S Permanent Global Security may be held by any member of, or participants in, the Depositary ("Agent Members") ). Agent Members shall have no rights under this the Indenture with respect to any Global Security held on their behalf by the Depositary Depositary, or by the Trustee as the custodian of the Depositary its custodian, or under such the Global Security, and the Depositary may be treated by the IssuerCompany, the Trustee and any agent of the Issuer or the Trustee any of them as the absolute owner of such Global Security for all purposes whatsoeverwhatsoever including, without limitation, the giving of notices and action upon instructions. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, the Trustee or any agent of the Issuer or the Trustee any of them from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a holder Holder of a beneficial interest in any Global Security. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations and Instructions to Participants" of Clearstream shall be applicable to interests in any Global Securities that are held by participants through Euroclear or Clearstream. The Trustee shall have no obligation to notify holders of any such procedures or to monitor or enforce compliance with the same.

Book-Entry Provisions for Global Securities. This Section 2.11 shall apply only to a Global Security deposited with or on behalf of the Depositary. The Issuer shall execute and the Trustee shall, in accordance with this Section 2.11 and the written order of the Issuer, authenticate and deliver initially one or more Global Securities that (i) Each Restricted Global Security initially shall (i) be registered in the name of Cede & Co. or other a nominee of such the Depositary and (ii) bear legends as set forth in paragraph (b) above. Each Regulation S Temporary Global Security initially shall (i) be registered in the name of a nominee of the Depositary for the accounts of Euroclear Bank, S.A./N.V., as operator of the Euroclear System ("EUROCLEAR") and Clearstream Banking, societe anonyme ("CLEARSTREAM"), (ii) be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions or held by the Trustee as custodian for the Depositary pursuant to a FAST Balance Certificate Agreement between on behalf of the Depositary and (iii) bear legends as set forth in paragraph (b) above. Each Regulation S Permanent Global Security initially shall (i) be registered in the Trusteename of a nominee of the Depositary, (ii) be delivered to the Trustee as custodian on behalf of the Depositary and (iii) bear the legend as set forth in subparagraph (b)(ii) above. Members Prior to the Offshore Securities Exchange Date, interests in the Regulation S Temporary Global Security may only be held through Euroclear and Clearstream. Following the Offshore Securities Exchange Date, interests in the Regulation S Permanent Global Security may be held by any member of, or participants in, the Depositary ("AGENT MEMBERS"). Agent Members") Members shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary Depositary, or by the Trustee as the custodian of the Depositary its custodian, or under such the Global Security, and the Depositary may be treated by the IssuerCompany, the Trustee and any agent of the Issuer or the Trustee any of them as the absolute owner of such Global Security for all purposes whatsoeverwhatsoever including, without limitation, the giving of notices and action upon instructions. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, the Trustee or any agent of the Issuer or the Trustee any of them from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a holder Holder of a beneficial interest in any Global Security. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations and Instructions to Participants" of Clearstream shall be applicable to interests in any Global Securities that are held by participants through Euroclear or Clearstream. The Trustee shall have no obligation to notify holders of any such procedures or to monitor or enforce compliance with the same.

Book-Entry Provisions for Global Securities. This Section 2.11 shall apply only to a Each Global Security deposited with or on behalf of the Depositary. The Issuer shall execute and the Trustee shall, in accordance with this Section 2.11 and the written order of the Issuer, authenticate and deliver initially one or more Global Securities that be (i) shall be registered in the name of Cede & Co. the Depository for such Global Security or other the nominee of such Depositary and Depository, (ii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions or held by the Trustee as custodian for such Depository and (iii) bear the Depositary pursuant to a FAST Balance Certificate Agreement between the Depositary and the Trusteelegend set forth in Exhibit A hereto. Members of, or participants in, the Depositary Depository ("Agent Members") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary Depository, or by the Trustee as the custodian of the Depositary its custodian, or under such Global Security, and the Depositary Depository may be treated by the IssuerCompany, the Subsidiary Guarantors, the Trustee and any agent of the Issuer Company, the Subsidiary Guarantors or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, the Subsidiary Guarantors, the Trustee or any agent of the Issuer Company, the Subsidiary Guarantors 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 of such Depositary governing the exercise of the rights of a holder of any Security. Transfers of a Global Security shall be limited to transfers of such Global Security in whole, but not in part, to the Depository, its successors or their respective nominees. Interests of beneficial owners in a Global Security may be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depository and the provisions of Section 3.5 hereof. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security if, and only if, either (1) the Depository notifies the Company that it is unwilling or unable to continue as depositary for the Global Security and a successor depositary is not appointed by the Company within 90 days of such notice, or (2) the Company determines not to have the Securities represented by the Global Security and notifies the Depository and the Security Registrar thereof. In connection with the transfer of an entire Global Security to beneficial owners pursuant to this Section, the Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall upon Company Order authenticate and deliver, to each beneficial owner identified by the Depository, in exchange for its beneficial interest in any the Global Security, an equal aggregate principal amount of Physical Securities of authorized denominations. The provisions Holder of a Global Security 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 "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations and Instructions to Participants" of Clearstream shall be applicable to interests in any Global Securities that are held by participants through Euroclear or Clearstream. The Trustee shall have no obligation to notify holders of any such procedures or to monitor or enforce compliance with the sameSecurities.