Book-Entry Provisions for Notes Clause Samples

Book-Entry Provisions for Notes. (a) Each Note initially shall (i) be registered in the name of the Depositary or the nominee of the Depositary, (ii) be deposited with, or on behalf of, the Depositary or with the Trustee, as custodian for the Depositary, and (iii) bear the legends set forth in Section 2.01. Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Notes held on their behalf by the Depositary, or the Trustee as its custodian, or under the Notes, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such 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 from giving any effect to any written certification, proxy or other authorization furnished by the Depository or shall impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Notes. (b) Transfers of each Note shall be limited to transfers of such Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in each Note may be transferred in accordance with the rules and procedures of the Depositary. In addition, permanent certificate Notes in registered form ("Physical Notes") shall be issued to all beneficial owners in exchange for their beneficial interests in a Note if (i) the Company notifies the Trustee in writing that (x) the Depositary is at any time unwilling or unable to continue as a depository for such Note and a successor depository is not appointed by the Company within 90 days or (y) the Depositary has ceased to be a clearing agency registered under the Exchange Act, (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of Notes in definitive form under the Indenture, or (iii) there is continuing an Event of Default as set forth in the Indenture and a Holder so requests. (c) In connection with any transfer of a portion of the beneficial interest in a Note pursuant to Section 2.04(b) to beneficial owners who are required to hold Physical Notes, the Note Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Note in an amount equal to the principal amount of the beneficial interest in such Note to be transf...