Common use of Book-Entry Provisions Clause in Contracts

Book-Entry Provisions. This Section 2.01(c) shall apply to the Regulation S Global Notes and the Restricted Global Notes (together, the “Global Notes”) deposited with or on behalf of DTC. Members of, or participants and account holders in, DTC (including Euroclear and Clearstream) (“Participants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee or any custodian of DTC or under such Global Note, and DTC or its nominees may be treated by the Issuer, a Guarantor, the Trustee and any agent of the Issuer, a Guarantor or the Trustee as the sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, a Guarantor, the Trustee or any agent of the Issuer, a Guarantor or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC, on the one hand, and the Participants, on the other, the operation of customary practices of such persons governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. Subject to the provisions of Section 2.10(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section 2.10, owners of a beneficial interest in Global Notes will not be entitled to receive physical delivery of Definitive Registered Notes.

Book-Entry Provisions. This Section 2.01(c) shall apply to the Regulation S Global Notes and the Restricted Global Notes (together, the “Global Notes”) deposited with or on behalf of the Common Depositary and DTC. Members of, or participants and account holders in, DTC (including DTC, Euroclear and Clearstream) Clearstream (“Participants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC DTC, the Common Depositary or by the Trustee or any custodian of DTC DTC, the Common Depositary or under such Global Note, and DTC DTC, the Common Depositary or its their respective nominees may be treated by the IssuerIssuers, a Guarantor, the Trustee and any agent of the IssuerIssuers, a Guarantor or the Trustee as the sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerIssuers, a Guarantor, the Trustee or any agent of the IssuerIssuers, a Guarantor or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or the Common Depositary or impair, as between DTCDTC or the Common Depositary, on the one hand, and the Participants, on the other, the operation of customary practices of such persons governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. Subject to the provisions of Section 2.10(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section 2.10, owners of a beneficial interest in Global Notes will not be entitled to receive physical delivery of Definitive Registered certificated Notes.

Book-Entry Provisions. This Section ‎‎Section 2.01(c) shall apply to the Regulation S Global Notes and the Restricted Global Notes (together, the “Global Notes”) deposited with or on behalf of DTC. Members of, or participants and account holders in, DTC (including Euroclear and Clearstream) (“Participants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee or any custodian of DTC or under such Global Note, and DTC or its nominees may be treated by the Issuer, a Guarantor, the Trustee and any agent of the Issuer, a Guarantor or the Trustee as the sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, a Guarantor, the Trustee or any agent of the Issuer, a Guarantor or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC, on the one hand, and the Participants, on the other, the operation of customary practices of such persons governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. Subject to the provisions of Section ‎‎Section 2.10(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section ‎Section 2.10, owners of a beneficial interest in Global Notes will not be entitled to receive physical delivery of Definitive Registered Notes.

Book-Entry Provisions. This Section 2.01(c) shall apply to the IAI Global Note, Regulation S Global Notes Note and the Restricted Global Notes Note (together, the “Global Notes”) deposited with or on behalf of DTCthe Depository. Members of, or participants and account holders in, DTC (including Euroclear and Clearstream) (“Participants”) Participants shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Depository or by the Trustee or any custodian of DTC the Depository or under such Global Note, and DTC the Depository or its nominees nominee may be treated by the Issuer, a Guarantor, the Trustee and any agent of the Issuer, a Guarantor or the Trustee as the sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, a Guarantor, the Trustee or any agent of the Issuer, a Guarantor or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depository or impair, as between DTC, on the one hand, Depository and the Participants, on the other, the operation of customary practices of such persons governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. Subject to the provisions of Section 2.10(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section 2.10, owners of a beneficial interest in Global Notes will not be entitled to receive physical delivery of Definitive Registered certificated Notes.

Book-Entry Provisions. This Section 2.01(c) shall apply to the Regulation S Global Notes and the Restricted Global Notes (together, the “Global Notes”) deposited with or on behalf of DTC. Members of, or participants and account holders in, DTC (including Euroclear and Clearstream) (“Participants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee or any custodian of DTC or under such Global Note, and DTC or its nominees may be treated by the Issuer, a Guarantor, the Trustee and any agent of the Issuer, a Guarantor or the Trustee as the sole owner of such Global Note (as applicable) for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, a Guarantor, the Trustee or any agent of the Issuer, a Guarantor or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC, on the one hand, and the Participants, on the other, the operation of customary practices of such persons governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. Subject to the provisions of Section 2.10(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section 2.10, owners of a beneficial interest in Global Notes will not be entitled to receive physical delivery of Definitive Registered Notes.

Book-Entry Provisions. This Section 2.01(c) shall apply to the Regulation S Global Notes and the Restricted Global Notes (together, the “Global Notes”) deposited with or on behalf of DTC. Members of, or participants and account holders in, DTC (including Euroclear and Clearstream) (“Participants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee or any custodian of DTC or under such Global Note, and DTC or its nominees may be treated by the Issuer, a Guarantor, the Trustee and any agent of the Issuer, a Guarantor Issuer or the Trustee as the sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, a Guarantor, the Trustee or any agent of the Issuer, a Guarantor Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC, on the one hand, and the Participants, on the other, the operation of customary practices of such persons governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. Subject to the provisions of Section 2.10(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section 2.10, owners of a beneficial interest in Global Notes will not be entitled to receive physical delivery of Definitive Registered Notes.

Book-Entry Provisions. This Section 2.01(c2.1(b) shall apply only to the Regulation S a Global Notes and the Restricted Global Notes (together, the “Global Notes”) Note deposited with or on behalf of DTCthe Depositary. Upon issuance, the Issuer shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depositary for such Global Note or Global Notes or the nominee of such Depositary and (b) 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, in each case for credit to an account of a direct or indirect participant in the Depositary as described below. Members of, or participants and account holders in, DTC (including Euroclear and Clearstream) the Depositary (“ParticipantsAgent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Depositary or by the Trustee or any as the custodian of DTC the Depositary or under such Global Note, and DTC or its nominees may be treated by the Issuer, a Guarantor, the Trustee and any agent of the Issuer, a Guarantor Issuer or the Trustee shall be entitled to treat the Depositary as the sole absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, a Guarantor, the Trustee or any agent of the Issuer, a Guarantor Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or impair, as between DTC, on the one hand, Depositary and the Participants, on the otherits Agent Members, the operation of customary practices of such persons Depositary governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. Subject to the provisions of Section 2.10(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section 2.10, owners of a beneficial interest in Global Notes will not be entitled to receive physical delivery of Definitive Registered Notes.

Book-Entry Provisions. This Section 2.01(c) shall apply to the Regulation S Global Notes and the Restricted Global Notes (together, the “Global Notes”) deposited with or on behalf of DTC. Members of, or participants and account holders in, DTC (including Euroclear and Clearstream) (“Participants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee or any custodian of DTC or under such Global Note, and DTC or its nominees may be treated by the Issuer, a Guarantor, the Trustee and any agent of the Issuer, a Guarantor Issuer or the Trustee as the sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, a Guarantor, the Trustee or any agent of the Issuer, a Guarantor Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC, on the one hand, and the Participants, on the other, the operation of customary practices of such persons Persons governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. Subject to the provisions of Section 2.10(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section 2.10, owners of a beneficial interest in Global Notes will not be entitled to receive physical delivery of Definitive Registered Notes.

Book-Entry Provisions. This Section 2.01(c) shall apply to the Regulation S Global Notes Note and the Restricted Rule 144A Global Notes Note (togethercollectively, the “Global Notes”) deposited with or on behalf of DTCthe Common Depositary. Members of, or participants and account holders in, DTC (including Holders in Euroclear and Clearstream) Clearstream (“Participants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Common Depositary or by the Trustee or any custodian of DTC the Common Depositary or the Common Depositary or under such Global Note, and DTC the Common Depositary or its nominees nominee may be treated by the Issuer, a Guarantor, the Trustee and any agent of the Issuer, a Guarantor or the Trustee as the sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, a Guarantor, the Trustee or any agent of the Issuer, a Guarantor or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Common Depositary or impair, as between DTC, on the one hand, Common Depositary and the its Participants, on the other, the operation of customary practices of such persons governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. Subject to the provisions of Section 2.10(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section 2.10, owners of a beneficial interest in Global Notes will shall not be entitled to receive physical delivery of Definitive Registered certificated Notes.

Book-Entry Provisions. This Section 2.01(c) shall apply to the Regulation S Global Notes and the Restricted Global Notes (together, the “Global Notes”) deposited with or on behalf of DTC. Members of, or participants and account holders in, DTC (including Euroclear and Clearstream) (“Participants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee or any custodian of DTC or under such Global Note, and DTC or its nominees may be treated by the Issuer, a Guarantor, the Trustee and any agent of the Issuer, a Guarantor or the Trustee as the sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, a Guarantor, the Trustee or any agent of the Issuer, a Guarantor or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC, on the one hand, and the Participants, on the other, the operation of customary practices of such persons governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. Subject to the provisions of Section 2.10(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section 2.10, owners of a beneficial interest in Global Notes will not be entitled to receive physical delivery of Definitive Registered Notes.

Book-Entry Provisions. This Section 2.01(c) shall apply to the Unrestricted Global Note, the Regulation S Global Notes Note and the Restricted Global Notes Note (together, the “Global Notes”) deposited with or on behalf of DTCthe Common Depositary. Members of, or participants and account holders in, DTC (including Euroclear and Clearstream) Clearstream (“Participants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Common Depositary or by the Trustee or any custodian nominee of DTC the Common Depositary or under such Global Note, and DTC the Common Depositary or its nominees nominee may be treated by the Issuer, a Guarantor, the Trustee and any agent of the Issuer, a Guarantor or the Trustee as the sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, a Guarantor, the Trustee or any agent of the Issuer, a Guarantor or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Common Depositary or impair, as between DTC, on the one hand, Common Depositary and the Participants, on the other, the operation of customary practices of such persons governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. Subject to the provisions of Section 2.10(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section 2.10, owners of a beneficial interest in Global Notes will not be entitled to receive physical delivery of Definitive Registered certificated Notes.

Book-Entry Provisions. This Section 2.01(c2.1(c) shall apply only to the Regulation S a Global Notes and the Restricted Global Notes (together, the “Global Notes”) Note deposited with or on behalf of DTCthe Depositary. The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(c) and Section 2.02 of the Indenture and pursuant to an Authentication Order, authenticate and deliver initially one or more Global Notes that (i) shall be registered in the name of the Depositary, or a nominee of the Depositary, and (ii) shall be delivered by the Trustee to the Depositary pursuant to such Depositary’s instructions or held by the Trustee as custodian. Members of, or participants and account holders in, DTC (including Euroclear and Clearstream) the Depositary (“ParticipantsAgent Members”) shall have no rights under this the Indenture with respect to any Global Note held on their behalf by DTC the Depositary or by the Trustee or any as custodian of DTC or under such Global Note, and DTC or its nominees the person in whose name a Global Note is registered may be treated by the Issuer, a GuarantorIssuers, the Trustee and any agent of the Issuer, a Guarantor Issuers or the Trustee as the sole absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, a GuarantorIssuers, the Trustee or any agent of the Issuer, a Guarantor Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or impair, as between DTC, on the one hand, Depositary and the Participants, on the otherits Agent Members, the operation of customary practices of such persons Depositary governing the exercise of the rights of a Holder beneficial owner of a beneficial interest in any Global Note. Subject to the provisions of Section 2.10(b), the The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants Agent Members and Persons that may hold interests through ParticipantsAgent Members, to take any action that which a Holder is entitled to take under this the Indenture or the Notes. Except as provided in Section 2.10, owners of a beneficial interest in Global Notes will not be entitled to receive physical delivery of Definitive Registered Notes.

Book-Entry Provisions. This Section 2.01(c) shall apply to the Regulation S Global Notes and the Restricted Global Notes (together, the “Global Notes”) deposited with or on behalf of DTC. Members of, or participants and account holders in, DTC (including Euroclear and Clearstream) (“Participants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee or any custodian of DTC or under such Global Note, and DTC or its nominees may be treated by the IssuerIssuers, a Guarantor, the Trustee and any agent of the IssuerIssuers, a Guarantor or the Trustee as the sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerIssuers, a Guarantor, the Trustee or any agent of the IssuerIssuers, a Guarantor or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC, on the one hand, and the Participants, on the other, the operation of customary practices of such persons governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. Subject to the provisions of Section 2.10(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section 2.10, owners of a beneficial interest in Global Notes will not be entitled to receive physical delivery of Definitive Registered certificated Notes.

Book-Entry Provisions. This Section 2.01(c) shall apply to the Regulation S Global Notes Note and the Restricted Rule 144A Global Notes Note (togethercollectively, the “Global Notes”) deposited with or on behalf of DTCthe Common Depositary. Members of, or participants and account holders in, DTC (including in Euroclear and Clearstream) Clearstream (“Participants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Common Depositary or by the Trustee or any custodian of DTC the Common Depositary or the Common Depositary or under such Global Note, and DTC the Common Depositary or its nominees nominee may be treated by the Issuer, a Guarantor, the Trustee and any agent of the Issuer, a Guarantor Issuer or the Trustee as the sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, a Guarantor, the Trustee or any agent of the Issuer, a Guarantor Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Common Depositary or impair, as between DTC, on the one hand, Common Depositary and the Participants, on the otherits Participants (as defined in this Section 2.01(c)), the operation of customary practices of such persons governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. Subject to the provisions of Section 2.10(b2.11(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section 2.102.11, owners of a beneficial interest in Global Notes will shall not be entitled to receive physical delivery of Definitive Registered certificated Notes.

Book-Entry Provisions. This Section 2.01(c) shall apply to the Regulation S Global Notes and the Restricted Global Notes (together, the “Global Notes”) deposited with or on behalf of DTC. Members of, or participants and account holders in, DTC (including Euroclear and Clearstream) (“Participants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee or any custodian of DTC or under such Global Note, and DTC or its nominees may be treated by the Issuer, a the Guarantor, the Trustee and any agent of the Issuer, a the Guarantor or the Trustee as the sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, a the Guarantor, the Trustee or any agent of the Issuer, a the Guarantor or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC, on the one hand, and the Participants, on the other, the operation of customary practices of such persons Persons governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. Subject to the provisions of Section 2.10(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section 2.10, owners of a beneficial interest in Global Notes will not be entitled to receive physical delivery of Definitive Registered Notes.

Book-Entry Provisions. This Section 2.01(c) shall apply to the Regulation S Global Notes and Notes, the Restricted Global Notes and, if and when issued, the Exchange Global Notes (togethercollectively, the “Global Notes”) deposited with or on behalf of DTCthe Depositary. Members of, or participants and account holders in, DTC (including Euroclear and Clearstream) (“Participants”) Participants shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Depositary or by the Trustee or any custodian of DTC the Depositary or under such Global Note, and DTC the Depositary or its nominees nominee may be treated by the IssuerOPTI, a Guarantor, the Trustee and any agent of the IssuerOPTI, a Guarantor or the Trustee as the sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerOPTI, a Guarantor, the Trustee or any agent of the IssuerOPTI, a Guarantor or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or impair, as between DTC, on the one hand, Depositary and the its Participants, on the other, the operation of customary practices of such persons governing the exercise of the rights of a Holder owner of a beneficial interest in any Global Note. Subject to the provisions of Section 2.10(b2.01(c), the registered Holder holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder such holder is entitled to take under this Indenture or the Notes. Except as provided in Section 2.10, owners of a beneficial interest in Global Notes will not be entitled to receive physical delivery of Definitive Registered certificated Notes.

Book-Entry Provisions. This Section 2.01(c2.1(c) shall apply to the Regulation S Global Notes and the Restricted Global Notes (togethercollectively, the “Global Notes”) deposited with or on behalf of DTCthe Depositary. Members of, or participants and account holders inin DTC, DTC (including Euroclear and Clearstream) Clearstream (“Participants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Depositary, or by the Trustee or any custodian of DTC the Depositary or under such Global Note, and DTC the Depositary or its nominees nominee may be treated by the IssuerCompany, a Guarantorthe Subsidiary Guarantors, the Trustee and any agent of the IssuerCompany, a Guarantor the Subsidiary Guarantors or the Trustee as the sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, a Guarantorthe Subsidiary Guarantors, the Trustee or any agent of the IssuerCompany, a any Subsidiary Guarantor or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or impair, as between DTC, on the one hand, Depositary and the its Participants, on the other, the operation of customary practices of such persons governing the exercise of the rights of a Holder an owner of a beneficial interest in any Global Note. Subject to the provisions of Section 2.10(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section 2.10, owners of a beneficial interest in Global Notes will shall not be entitled to receive physical delivery of Definitive Registered certificated Notes.

Book-Entry Provisions. This Section 2.01(c) shall apply to the IAI Global Note, Regulation S Global Notes Note and the Restricted Global Notes Note (together, the “Global Notes”) deposited with or on behalf of DTCthe Depository. Members of, or participants and account holders in, DTC (including Euroclear and Clearstream) (“Participants”) Participants shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Depository or by the Trustee or any custodian of DTC the Depository or under such Global Note, and DTC the Depository or its nominees nominee may be treated by the Issuer, a Guarantor, the Trustee and any agent of the Issuer, a Guarantor or the Trustee as the sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, a Guarantor, the Trustee or any agent of the Issuer, a Guarantor or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depository or impair, as between DTC, on the one hand, Depository and the Participants, on the other, the operation of customary practices of such persons governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. Subject to the provisions of Section 2.10(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section 2.10, owners of a beneficial interest in Global Notes will shall not be entitled to receive physical delivery of Definitive Registered certificated Notes.

Book-Entry Provisions. This Section 2.01(c) shall apply to the Regulation S Restricted Global Notes and the Restricted Exchange Global Notes (together, the “Global Notes”) deposited with or on behalf of the Common Depositary and DTC. Members of, or participants and account holders in, DTC (including DTC, Euroclear and Clearstream) Clearstream (“Participants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC DTC, the Common Depositary or by the Trustee or any custodian of DTC DTC, the Common Depositary or under such Global Note, and DTC DTC, the Common Depositary or its their respective nominees may be treated by the Issuer, a Guarantor, the Trustee and any agent of the Issuer, a Guarantor Issuer or the Trustee as the sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, a Guarantor, the Trustee or any agent of the Issuer, a Guarantor Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or the Common Depositary or impair, as between DTCDTC or the Common Depositary, on the one hand, and the Participants, on the other, the operation of customary practices of such persons governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. Subject to the provisions of Section 2.10(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section 2.10, owners of a beneficial interest in Global Notes will not be entitled to receive physical delivery of Definitive Registered certificated Notes.

Book-Entry Provisions. This Section 2.01(c) shall apply to the Regulation S Global Notes Note and the Restricted Rule 144A Global Notes Note (togethercollectively, the “Global Notes”) deposited with or on behalf of DTCthe Common Depositary. Members of, or participants and account holders in, DTC (including in Euroclear and Clearstream) Clearstream (“Participants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Common Depositary or by the Trustee or any custodian of DTC the Common Depositary or the Common Depositary or under such Global Note, and DTC the Common Depositary or its nominees nominee may be treated by the Issuer, a Guarantor, the Trustee and any agent of the Issuer, a Guarantor Issuer or the Trustee as the sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, a Guarantor, the Trustee or any agent of the Issuer, a Guarantor Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Common Depositary or impair, as between DTC, on the one hand, Common Depositary and the Participants, on the otherits Participants (as defined in Section 2.01(c)), the operation of customary practices of such persons governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. Subject to the provisions of Section 2.10(b2.11(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section 2.102.11, owners of a beneficial interest in Global Notes will shall not be entitled to receive physical delivery of Definitive Registered certificated Notes.

Book-Entry Provisions. This Section 2.01(c) The Applicable Procedures shall apply be applicable to Book-Entry Interests in the Regulation S Global Notes and the Restricted Global Notes (together, the “Global Notes”) deposited with that are held by Participants through Euroclear or on behalf of DTCClearstream. Members of, or participants and account holders in, DTC (including Euroclear and Clearstream) Clearstream (“Participants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Common Depositary or by the Trustee or any custodian of DTC or under such Global Note, and DTC the Common Depositary or its nominees nominee may be treated by the Issuer, a Guarantor, the Trustee Trustee, the Paying Agent, the Registrar, the Transfer Agent and any agent of the Issuer, a Guarantor or the Trustee as the sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, a Guarantor, the Trustee Trustee, the Paying Agent, the Registrar, the Transfer Agent or any agent of the Issuer, a Guarantor or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC Euroclear or Clearstream or impair, as between DTC, on the one hand, Euroclear or Clearstream and the Participants, on the other, the operation of customary practices of such persons governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. Subject to the provisions of Section 2.10(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section 2.10, owners of a beneficial interest in Global Notes will not be entitled to receive physical delivery of Definitive Registered certificated Notes.

Book-Entry Provisions. This Section 2.01(c) shall apply to the Regulation S Global Notes and Note, the Restricted Global Notes (togetherNote and, if and when issued, the “Exchange Global Note (collectively, the "Global Notes”") deposited with or on behalf of DTCthe Depositary. Members of, or participants and account holders in, DTC (including Morgan Guaranty Trust Company of Nex Xxxx (Brussels office) as operator of the Euroclear System and Clearstream) Clearstream Banking, societe anonyme), (“"Participants”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Depositary or by the Trustee or any other custodian of DTC the Depositary, or under such Global Note, and DTC the Depositary or its nominees nominee may be treated by the Issuer, a Guarantorthe Subsidiary Guarantors, the Trustee and any agent of the Issuer, a Guarantor the Subsidiary Guarantors or the Trustee as the sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, a Guarantorthe Subsidiary Guarantors, the Trustee or any agent of the Issuer, a Guarantor the Subsidiary Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or impair, as between DTC, on the one hand, Depositary and the its Participants, on the other, the operation of customary practices of such persons governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. Subject to the provisions of Section 2.10(b2.09(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that which a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section 2.10, 2.09 owners of a beneficial interest in Global Notes will not be entitled to receive physical delivery of Definitive Registered certificated Notes.

Book-Entry Provisions. This Section 2.01(c) The Applicable Procedures shall apply be applicable to Book‑Entry Interests in the Regulation S Global Notes and the Restricted Global Notes (togetherthat are held by Participants through Euroclear or Clearstream, the “Global Notes”) deposited with or on behalf of DTCas applicable. Members of, or participants and account holders in, DTC (including Euroclear and Clearstream) Clearstream (“Participants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Common Depositary or by the Trustee its nominees or any custodian of DTC or custodians under such Global Note, and DTC the Common Depositary or its nominees may be treated by the Issuer, a Guarantor, the Trustee and any agent of the Issuer, a Guarantor Issuer or the Trustee as the sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, a Guarantor, the Trustee or any agent of the Issuer, a Guarantor Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC Euroclear or Clearstream, as applicable, or their respective nominees, or impair, as between DTC, on the one hand, Euroclear or Clearstream and the Participants, on the other, the operation of customary practices of such persons governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. CG&R Draft Current date: 06-20-2019 11:20 AM 51390170v5 Subject to the provisions of Section 2.10(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section 2.10, owners of a beneficial interest in Global Notes will not be entitled to receive physical delivery of Definitive Registered certificated Notes.

Book-Entry Provisions. This Section 2.01(c) The Applicable Procedures shall apply be applicable to Book-Entry Interests in the Regulation S Global Notes and the Restricted Global Notes (togetherthat are held by Participants through DTC, the “Global Notes”) deposited with Euroclear or on behalf of DTCClearstream, as applicable. Members of, or participants and account holders in, DTC (including DTC, Euroclear and Clearstream) Clearstream (“Participants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC DTC, the Common Depositary or by the Trustee their respective nominees or any custodian of DTC or custodians under such Global Note, and DTC DTC, the Common Depositary or its their respective nominees may be treated by the Issuer, a Guarantor, the Trustee and any agent of the Issuer, a Guarantor Issuer or the Trustee as the sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, a Guarantor, the Trustee or any agent of the Issuer, a Guarantor Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC DTC, Euroclear or Clearstream, as applicable, or their respective nominees, or impair, as between DTC, on the one hand, Euroclear or Clearstream and the Participants, on the other, the operation of customary practices of such persons governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. Subject to the provisions of Section 2.10(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section 2.10, owners of a beneficial interest in Global Notes will not be entitled to receive physical delivery of Definitive Registered certificated Notes.

Book-Entry Provisions. This Section 2.01(c) shall apply to the Regulation S Global Notes and the Restricted Global Notes (together, the “Global Notes”) deposited with or on behalf of DTC. Members of, or participants Participants and account holders in, DTC (including Euroclear and Clearstream) in the Depositary (“Participants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Depositary, or by the Trustee Notes Administrator or any custodian of DTC the Depositary or under such Global Note, and DTC the Depositary or its nominees nominee may be treated by the Company, the Co-Issuer, a Guarantor, the Trustee, the Notes Administrator and any agent of the Company, the Co-Issuer, a Guarantor, the Trustee and any agent of the Issuer, a Guarantor or the Trustee Notes Administrator as the sole owner or Holder of the Notes represented by such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Co-Issuer, a Guarantor, the Trustee, the Notes Administrator or any agent of the Company, the Co-Issuer, a Guarantor, the Trustee or any agent of the Issuer, a Guarantor or the Trustee Notes Administrator from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or impair, as between DTC, on the one hand, Depositary and the its Participants, on the other, the operation of customary practices of such persons governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. Subject to the provisions of Section 2.10(b)2.09, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section 2.10, owners of a beneficial interest in Global Notes will not be entitled to receive physical delivery of Definitive Registered certificated Notes.

Book-Entry Provisions. This Section 2.01(c) shall apply to the Regulation S Global Notes and the Restricted Global Notes (together, the “Global Notes”) deposited with or on behalf of DTCthe Common Depositary. Members of, or participants and account holders in, DTC (including in Euroclear and Clearstream) Clearstream (“Participants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Common Depositary or by the Trustee or any custodian of DTC the Common Depositary or under such Global Note, and DTC the Common Depositary or its nominees nominee may be treated by the IssuerIssuers, a Guarantor, the Trustee and any agent of the IssuerIssuers, a Guarantor or the Trustee as the sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerIssuers, a Guarantor, the Trustee or any agent of the IssuerIssuers, a Guarantor or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Common Depositary or impair, as between DTCthe Common Depositary, on the one hand, and the Participants, on the other, the operation of customary practices of such persons governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. Subject to the provisions of Section 2.10(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section 2.10, owners of a beneficial interest in Global Notes will not be entitled to receive physical delivery of Definitive Registered certificated Notes.

Book-Entry Provisions. This Section 2.01(c) shall apply to the IAI Global Note, Regulation S Global Notes Note and the Restricted Global Notes Note (together, the “Global Notes”) deposited with or on behalf of DTCthe Depository. Members of, or participants and account holders in, DTC (including Euroclear and Clearstream) (“Participants”) Participants shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Depository or by the Trustee or any custodian of DTC the Depository or under such Global Note, and DTC the Depository or its nominees nominee may be treated by the IssuerIssuers, a Guarantor, the Trustee and any agent of the IssuerIssuers, a Guarantor or the Trustee as the sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerIssuers, a Guarantor, the Trustee or any agent of the IssuerIssuers, a Guarantor or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depository or impair, as between DTC, on the one hand, Depository and the Participants, on the other, the operation of customary practices of such persons governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. Subject to the provisions of Section 2.10(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section 2.10, owners of a beneficial interest in Global Notes will shall not be entitled to receive physical delivery of Definitive Registered certificated Notes.

Book-Entry Provisions. This Section 2.01(c2.01(e) shall apply to the Regulation S Global Notes Note and the Restricted Rule 144A Global Notes Note (together, the “Global Notes”) deposited with or on behalf of DTCthe Custodian. Members of, or participants and account holders in, DTC (including DTC, Euroclear and Clearstream) or Clearstream (“Participants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Depositary or by the Trustee or any custodian Custodian of DTC DTC, Euroclear or Clearstream or under such Global Note, and DTC or its nominees Cede & Co., the nominee of the Depositary, may be treated by the Issuer, a Guarantor, the Trustee and any agent of the Issuer, a Guarantor Issuer or the Trustee as the sole owner owner(s) of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the Issuer, a Guarantor, the Trustee or any agent of the Issuer, a Guarantor Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC DTC, Euroclear or Clearstream or (ii) impair, as between DTC, on the one hand, Euroclear or Clearstream and the Participants, on the other, the operation of customary practices of such persons governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. Subject to the provisions of Section 2.10(b), the The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section 2.10Sections 2.06, owners of a beneficial interest in Global Notes will not be entitled to receive physical delivery of Definitive Registered certificated Notes.

Book-Entry Provisions. This Section 2.01(c) The Applicable Procedures shall apply be applicable to Book-Entry Interests in the Regulation S Global Notes and the Restricted Global Notes (together, the “Global Notes”) deposited with that are held by Participants through Euroclear or on behalf of DTCClearstream. Members of, or participants and account holders in, DTC (including in Euroclear and Clearstream) Clearstream (“Participants”) shall have no rights under this Indenture with respect to or under any Global Note held on their behalf by DTC the Common Depositary or by the Trustee or any custodian of DTC or under such Global Noteits nominee, and DTC the Common Depositary or its nominees nominee may be treated by the Issuer, a Guarantor, the Trustee Trustee, any Agent and any agent of the Issuer, a Guarantor or Guarantor, the Trustee or any Agent as the sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, a Guarantor, the Trustee Trustee, any Agent or any agent of the Issuer, a Guarantor or Guarantor, the Trustee or any Agent from giving effect to any written certification, proxy or other authorization furnished by DTC Euroclear or Clearstream or impair, as between DTC, on the one hand, Euroclear or Clearstream and the Participants, on the other, the operation of customary practices of such persons governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. Subject to the provisions of Section 2.10(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section 2.10, owners of a beneficial interest in Global Notes will not be entitled to receive physical delivery of Definitive Registered certificated Notes.

Book-Entry Provisions. This Section 2.01(c) shall apply to the Regulation S Global Notes and the Restricted Global Notes of each series (together, the “Global Notes”) deposited with or on behalf of DTC. Members of, or participants and account holders in, DTC (including Euroclear and Clearstream) (“Participants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee or any custodian of DTC or under such Global Note, and DTC or its nominees may be treated by the Issuer, a Guarantor, the Trustee and any agent of the Issuer, a Guarantor or the Trustee as the sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, a Guarantor, the Trustee or any agent of the Issuer, a Guarantor or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC, on the one hand, and the Participants, on the other, the operation of customary practices of such persons governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. Subject to the provisions of Section 2.10(b), the registered Holder of a Global Note of either series may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section 2.10, owners of a beneficial interest in Global Notes will not be entitled to receive physical delivery of Definitive Registered Notes.

Book-Entry Provisions. This Section 2.01(c) shall apply to the Regulation S Global Notes and the Restricted Global Notes (together, the “Global Notes”) deposited with or on behalf of DTC. Members of, or participants and account holders in, DTC (including DTC, Euroclear and Clearstream) , (“Participants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee or any custodian of DTC or under such Global Note, and DTC or its nominees may be treated by the IssuerIssuers, a Guarantor, the Trustee and any agent of the IssuerIssuers, a Guarantor or the Trustee as the sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerIssuers, a Guarantor, the Trustee or any agent of the IssuerIssuers, a Guarantor or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC, on the one hand, and the Participants, on the other, the operation of customary practices of such persons governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. Subject to the provisions of Section 2.10(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section 2.10, owners of a beneficial interest in Global Notes will not be entitled to receive physical delivery of Definitive Registered certificated Notes.

Book-Entry Provisions. This Section 2.01(c2.1(c) shall apply to the Regulation S Global Notes Note and the Restricted Global Notes Note (togethercollectively, the “Global Notes”) deposited with or on behalf of DTCthe Depositary. Members of, or participants and account holders inin DTC, DTC (including Euroclear and Clearstream) Clearstream (“Participants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Depositary, or by the Trustee or any custodian of DTC the Depositary or under such Global Note, and DTC the Depositary or its nominees nominee may be treated by the Issuer, a Guarantorthe Guarantors, the Trustee and any agent of the Issuer, a Guarantor the Guarantors or the Trustee as the sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, a Guarantorthe Guarantors, the Trustee or any agent of the Issuer, a any Guarantor or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or impair, as between DTC, on the one hand, Depositary and the its Participants, on the other, the operation of customary practices of such persons governing the exercise of the rights of a Holder an owner of a beneficial interest in any Global Note. Subject to the provisions of Section 2.10(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section 2.10, owners of a beneficial interest in Global Notes will not be entitled to receive physical delivery of Definitive Registered certificated Notes.

Book-Entry Provisions. This Section 2.01(c) shall apply to the Regulation S Global Notes and the Restricted Global Notes (together, the “Global Notes”) deposited with or on behalf of the Common Depositary and DTC. Members of, or participants and account holders in, DTC (including DTC, Euroclear and Clearstream) Clearstream (“Participants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC DTC, the Common Depositary or by the Trustee or any custodian of DTC DTC, the Common Depositary or under such Global Note, and DTC DTC, the Common Depositary or its their respective nominees may be treated by the Issuer, a Guarantor, the Trustee and any agent of the Issuer, a Guarantor Issuer or the Trustee as the sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, a Guarantor, the Trustee or any agent of the Issuer, a Guarantor Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or the Common Depositary or impair, as between DTCDTC or the Common Depositary, on the one hand, and the Participants, on the other, the operation of customary practices of such persons governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. Subject to the provisions of Section 2.10(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section 2.10, owners of a beneficial interest in Global Notes will not be entitled to receive physical delivery of Definitive Registered certificated Notes.

Book-Entry Provisions. This Section 2.01(c) shall apply to the Regulation S Global Notes Note and the Restricted Global Notes Note (together, the “Global Notes”) deposited with or on behalf of DTCthe Depositary. Members of, or participants and account holders in, DTC (including Euroclear and Clearstream) in the Depositary (“Participants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Depositary, or by the Trustee or any custodian of DTC the Depositary or under such Global Note, and DTC the Depositary or its nominees nominee may be treated by the Issuer, a Guarantor, the Trustee and any agent of the Issuer, a Guarantor or the Trustee as the sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, a Guarantor, the Trustee or any agent of the Issuer, a Guarantor or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or impair, as between DTC, on the one hand, Depositary and the its Participants, on the other, the operation of customary practices of such persons governing the exercise of the rights of a Holder an owner of a beneficial interest in any Global Note. Subject to the provisions of Section 2.10(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section 2.10, owners of a beneficial interest in Global Notes will not be entitled to receive physical delivery of Definitive Registered Notes.

Book-Entry Provisions. This Section 2.01(c2.1(c) shall apply to the Regulation S Global Notes and Note, the Restricted Global Notes Note and, if and when issued, the Exchange Global Note (togethercollectively, the “Global Notes”) deposited with or on behalf of DTCthe Depositary. Members of, or participants and account holders inin DTC, DTC (including Euroclear and Clearstream) Clearstream (“Participants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Depositary, or by the Trustee or any custodian of DTC the Depositary or under such Global Note, and DTC the Depositary or its nominees nominee may be treated by the Issuer, a Guarantorthe Guarantors, the Trustee and any agent of the Issuer, a Guarantor the Guarantors or the Trustee as the sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, a Guarantorthe Guarantors, the Trustee or any agent of the Issuer, a any Guarantor or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or impair, as between DTC, on the one hand, Depositary and the its Participants, on the other, the operation of customary practices of such persons governing the exercise of the rights of a Holder an owner of a beneficial interest in any Global Note. Subject to the provisions of Section 2.10(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section 2.10, owners of a beneficial interest in Global Notes will not be entitled to receive physical delivery of Definitive Registered certificated Notes.

Book-Entry Provisions. This Section 2.01(c) shall apply to the Regulation S Global Notes and the Restricted Global Notes (together, the “Global Notes”) deposited with or on behalf of DTC. Members of, or participants and account holders in, DTC (including Euroclear and Clearstream) (“Participants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee or any custodian of DTC or under such Global Note, and DTC or its nominees may be treated by the Issuer, a the Guarantor, the Trustee and any agent of the Issuer, a the Guarantor or the Trustee as the sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, a the Guarantor, the Trustee or any agent of the Issuer, a the Guarantor or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC, on the one hand, and the Participants, on the other, the operation of customary practices of such persons governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. Subject to the provisions of Section 2.10(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section 2.10, owners of a beneficial interest in Global Notes will not be entitled to receive physical delivery of Definitive Registered Notes.

Book-Entry Provisions. This Section 2.01(c2.1(b) shall apply only to the Regulation S Global Notes and the Restricted Global Notes (together, the “Global Notes”) deposited with or on behalf of DTCthe Depositary. The Company shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (i) shall be registered in the name of the Depositary for such Global Note or Global Notes or the nominee of such Depositary and (ii) shall be held by the Trustee as custodian for the Depositary. After the issuance of Exchange Notes under a Registered Exchange Offer, the Trustee shall have no duty to hold any Global Note as custodian for the Depositary or any other Security registered in the name of the Depositary or a nominee of the Depositary. Members of, or participants and account holders in, DTC the Depositary (including Euroclear and Clearstream) (“Participants”"Agent Members") shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Depositary or by the Trustee or any as the custodian of DTC the Depositary or under such Global Note, and DTC or its nominees the Depositary may be treated by the Issuer, a GuarantorCompany, the Trustee and any agent of the Issuer, a Guarantor Company or the Trustee as the sole absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein hereof shall prevent the Issuer, a GuarantorCompany, the Trustee or any agent of the Issuer, a Guarantor Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or impair, as between DTC, on the one hand, Depositary and the Participants, on the otherits Agent Members, the operation of customary practices of such persons Depositary governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. Subject to the provisions of Section 2.10(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section 2.10, owners of a beneficial interest in Global Notes will not be entitled to receive physical delivery of Definitive Registered Notes.

Book-Entry Provisions. This Section 2.01(c) shall apply to the Regulation S Global Notes and the Restricted Global Notes (together, the “Global Notes”) deposited with or on behalf of DTC. Members of, or participants and account holders in, DTC (including Euroclear and Clearstream) (“Participants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee or any custodian of DTC or under such Global Note, and DTC or its nominees may be treated by the IssuerIssuers, a Guarantor, the Trustee and any agent of the IssuerIssuers, a Guarantor or the Trustee as the sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerIssuers, a Guarantor, the Trustee or any agent of the IssuerIssuers, a Guarantor or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC, on the one hand, and the Participants, on the other, the operation of customary practices of such persons governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. Subject to the provisions of Section 2.10(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section 2.10, owners of a beneficial interest in Global Notes will not be entitled to receive physical delivery of Definitive Registered certificated Notes.

Book-Entry Provisions. This Section 2.01(c) shall apply to the Regulation S Global Notes and the Restricted Global Notes (together, the “Global Notes”) deposited with or on behalf of DTC. Members of, or participants and account holders in, DTC (including Euroclear and Clearstream) (“Participants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee or any custodian of DTC or under such Global Note, and DTC or its nominees may be treated by the Issuer, a Guarantor, the Trustee and any agent of the Issuer, a Guarantor or the Trustee as the sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, a Guarantor, the Trustee or any agent of the Issuer, a Guarantor or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC, on the one hand, and the Participants, on the other, the operation of customary practices of such persons Persons governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. Subject to the provisions of Section 2.10(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section 2.10, owners of a beneficial interest in Global Notes will not be entitled to receive physical delivery of Definitive Registered Notes.

Book-Entry Provisions. This Section 2.01(c2.01(d) shall apply to the Restricted Global Note, the Regulation S Global Notes Note, and, if and the Restricted Global Notes (togetherwhen issued, the “Exchange Global Note (collectively, the "Global Notes”") deposited with or on behalf of DTCthe Depositary. Members of, or participants and account holders in, DTC (including Euroclear and Clearstream) (“"Participants”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Depositary, or by the Trustee or any custodian of DTC the Depositary or under such Global Note, and DTC the Depositary or its nominees nominee may be treated by the Issuer, a Guarantor, the Trustee and any agent of the Issuer, a Guarantor or the Trustee as the sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, a Guarantor, the Trustee or any agent of the Issuer, a Guarantor or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or impair, as between DTC, on the one hand, Depositary and the their Participants, on the other, the operation of customary practices of such persons governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. Subject to the provisions of Section 2.10(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section 2.10, owners of a beneficial interest in Global Notes will not be entitled to receive physical delivery of Definitive Registered certificated Notes.

Book-Entry Provisions. This Section ‎‎Section 2.01(c) shall apply to the Regulation S Global Notes and the Restricted Global Notes (together, the “Global Notes”) deposited with or on behalf of DTC. Members of, or participants and account holders in, DTC (including Euroclear and Clearstream) (“Participants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee or any custodian of DTC or under such Global Note, and DTC or its nominees may be treated by the Issuer, a Guarantor, the Trustee and any agent of the Issuer, a Guarantor Issuer or the Trustee as the sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, a Guarantor, the Trustee or any agent of the Issuer, a Guarantor Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC, on the one hand, and the Participants, on the other, the operation of customary practices of such persons governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. Subject to the provisions of Section ‎‎Section 2.10(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section ‎Section 2.10, owners of a beneficial interest in Global Notes will not be entitled to receive physical delivery of Definitive Registered Notes.

Book-Entry Provisions. This Section 2.01(c) shall apply to the Regulation S Global Notes and the Restricted Global Notes (together, the “Global Notes”) deposited with or on behalf of DTC. Members of, or participants and account holders in, DTC (including Euroclear and Clearstream) (“Participants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee or any custodian of DTC or under such Global Note, and DTC or its nominees may be treated by the IssuerIssuers, a Guarantor, the Trustee and any agent of the IssuerIssuers, a Guarantor or the Trustee as the sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerIssuers, a Guarantor, the Trustee or any agent of the IssuerIssuers, a Guarantor or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC, on the one hand, and the Participants, on the other, the operation of customary practices of such persons governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. Subject to the provisions of Section 2.10(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section 2.10, owners of a beneficial interest in Global Notes will not be entitled to receive physical delivery of Definitive Registered certificated Notes.

Book-Entry Provisions. This Section 2.01(c2.1(c) shall apply to the Regulation S Global Notes and the Restricted Global Notes (togethercollectively, the “Global Notes”) deposited with or on behalf of DTCthe Depositary. Members of, or participants and account holders inin DTC, DTC (including Euroclear and Clearstream) Clearstream (“Participants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Depositary, or by the Trustee or any custodian of DTC the Depositary or under such Global Note, and DTC the Depositary or its nominees nominee may be treated by the IssuerCompany, a Guarantorthe Guarantors, the Trustee and any agent of the IssuerCompany, a Guarantor the Guarantors or the Trustee as the sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, a Guarantorthe Guarantors, the Trustee or any agent of the IssuerCompany, a any Guarantor or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or impair, as between DTC, on the one hand, Depositary and the its Participants, on the other, the operation of customary practices of such persons governing the exercise of the rights of a Holder an owner of a beneficial interest in any Global Note. Subject to the provisions of Section 2.10(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section 2.10, owners of a beneficial interest in Global Notes will shall not be entitled to receive physical delivery of Definitive Registered certificated Notes.

Book-Entry Provisions. This Section 2.01(c2.2(c) shall apply only to the Regulation S Global Secured Notes and the Restricted Rule 144A Global Subordinated Notes (together, the “Global Notes”) deposited with or on behalf of DTC. Members of, or participants and account holders in, DTC (including The provisions of the "Operating Procedures of the Euroclear System" of Euroclear and the "Terms and Conditions Governing Use of Participants" of Clearstream) (“Participants”) , respectively, will be applicable to the Global Secured Notes and the Rule 144A Global Subordinated Notes insofar as interests in such Global Secured Notes and Rule 144A Global Subordinated Notes are held by the Agent Members of Euroclear or Clearstream, as the case may be. Agent Members and owners of beneficial interests in Global Notes shall have no rights under this Indenture with respect to any Global Note Secured Notes or Rule 144A Global Subordinated Notes held on their behalf by DTC or by the Trustee or any Collateral Trustee, as custodian of DTC or under such Global Notefor DTC, and DTC or its nominees may be treated by the Issuer, a Guarantorthe Collateral Trustee, the Trustee and any agent of the Issuer, a Guarantor Issuer or the Collateral Trustee as the sole absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, a Guarantorthe Collateral Trustee, the Trustee or any agent of the Issuer, a Guarantor Issuer or the Collateral Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC, on the one hand, DTC and the Participants, on the otherits Agent Members, the operation of customary practices of such persons governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. Subject to the provisions of Section 2.10(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section 2.10, owners of a beneficial interest in Global Notes will not be entitled to receive physical delivery of Definitive Registered Notes.

Book-Entry Provisions. This Section 2.01(c) shall apply to the Regulation S Global Notes Note and the Restricted Global Notes Note (togethercollectively, the “Global Notes”) deposited with or on behalf of DTCthe Common Depositary. Members of, or participants and account holders in, DTC (including in Euroclear and Clearstream) Clearstream (“Participants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Common Depositary or by the Trustee or any custodian of DTC the Common Depositary or the Common Depositary or under such Global Note, and DTC the Common Depositary or its nominees nominee may be treated by the Issuer, a Guarantor, the Trustee and any agent of the Issuer, a Guarantor or the Trustee as the sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, a Guarantor, the Trustee or any agent of the Issuer, a Guarantor or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Common Depositary or impair, as between DTC, on the one hand, Common Depositary and the its Participants, on the other, the operation of customary practices of such persons governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. Subject to the provisions of Section 2.10(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section 2.10, owners of a beneficial interest in Global Notes will shall not be entitled to receive physical delivery of Definitive Registered certificated Notes.

Book-Entry Provisions. This Section 2.01(c) shall apply to the Regulation S Global Notes and the Restricted Global Notes (together, the “Global Notes”) deposited with or on behalf of DTCthe Common Depositary. Members of, or participants and account holders in, DTC (including in Euroclear and Clearstream) , (“Participants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Common Depositary or by the Trustee or any custodian of DTC the Common Depositary or under such Global Note, and DTC the Common Depositary or its nominees may be treated by the IssuerIssuers, a Guarantor, the Trustee and any agent of the IssuerIssuers, a Guarantor or the Trustee as the sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerIssuers, a Guarantor, the Trustee or any agent of the Issuer, a Guarantor or the Trustee Issuers from giving effect to any written certification, proxy or other authorization furnished by DTC Euroclear and Clearstream or impair, as between DTCEuroclear and Clearstream, on the one hand, and the Participants, on the other, the operation of customary practices of such persons governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. Subject to the provisions of Section 2.10(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section 2.10, owners of a beneficial interest in Global Notes will not be entitled to receive physical delivery of Definitive Registered certificated Notes.

Book-Entry Provisions. This Section 2.01(c) The Applicable Procedures shall apply be applicable to Book‑Entry Interests in the Regulation S Global Notes and the Restricted Global Notes (togetherthat are held by Participants through Euroclear or Clearstream, the “Global Notes”) deposited with or on behalf of DTCas applicable. Members of, or participants and account holders in, DTC (including Euroclear and Clearstream) Clearstream (“Participants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Common Depositary or by the Trustee its nominees or any custodian of DTC or custodians under such Global Note, and DTC the Common Depositary or its nominees may be treated by the Issuer, a Guarantor, the Trustee and any agent of the Issuer, a Guarantor Issuer or the Trustee as the sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, a Guarantor, the Trustee or any agent of the Issuer, a Guarantor Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC Euroclear or Clearstream, as applicable, or their respective nominees, or impair, as between DTC, on the one hand, Euroclear or Clearstream and the Participants, on the other, the operation of customary practices of such persons governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. Subject to the provisions of Section 2.10(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Except as provided in Section 2.10, owners of a beneficial interest in Global Notes will not be entitled to receive physical delivery of Definitive Registered certificated Notes.