Common use of ENTRY PROVISIONS FOR GLOBAL NOTES Clause in Contracts

ENTRY PROVISIONS FOR GLOBAL NOTES. (a) Each Global Note initially shall (i) be registered in the name of Cede & Co., as nominee of the Depositary (such nominee being referred to herein as the "Global Note Holder"), (ii) be deposited with, or on behalf of, the Depositary or with the Trustee, as custodian for such Depositary, and (iii) bear legends as set forth in Section 202. Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under any Global Note, 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 Global 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 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 governing the exercise of the rights of a Holder of any Note. (b) Transfers of any 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 owners in a Global Note may be transferred in accordance with the rules and procedures of the Depositary and the provisions of Section 307. In addition, U.S. Physical Notes or Offshore Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the U.S. Global Note or the Offshore Global Note, respectively, if: (x) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the applicable Global Note 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 90 days or (y) an Event of Default has occurred and is continuing and Holders of more than 25% in aggregate principal amount of the Notes at the time Outstanding represented by the Global Notes advise the Trustee through the Depositary in writing that the continuation of a book-entry system through the Depositary with respect to the Global Notes is no longer required. (c) Any beneficial interest in one of the Global Notes that is transferred to a person who takes delivery in the form of an interest in the other Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (d) In connection with any transfer pursuant to paragraph (b) of this Section of a beneficial interest in any Global Note to a beneficial owner who is required or permitted to hold a Physical Note, the Note Registrar shall reflect on its books and records the date and a decrease in the principal amount of the applicable Global Note in an amount equal to the principal amount of the beneficial interest in such Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, subject to the terms and conditions of Section 307 hereof, one or more Physical Notes of like tenor and amount. (e) In connection with the transfer of the entire U.S. Global Note or Offshore Global Note to beneficial owners pursuant to paragraph (b) of this Section, the U.S. Global Note or Offshore Global Note, as the case may be, shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the U.S. Global Note or Offshore Global Note, as the case may be, an equal aggregate principal amount of U.S. Physical Notes or Offshore Physical Notes, as the case may be, of authorized denominations. (f) Any U.S. Physical Note delivered in exchange for an interest in the U.S. Global Note pursuant to subsection (b) or (d) of this Section shall, unless such exchange is made on or after the Resale Restriction Termination Date and except as otherwise provided in Section 307, bear the applicable legend regarding transfer restrictions applicable to the U.S. Physical Note set forth in Section 202. (g) The registered Global Notes Holder may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (h) Beneficial owners of interests in a Global Note may receive Physical Notes (which shall bear the Private Placement Legend if required by Section 202) in accordance with the procedures of the Depositary. In connection with the execution, authentication and delivery of such Physical Notes, the Registrar shall reflect on its books and records a decrease in the principal amount of the relevant Global Note equal to the principal amount of such Physical Notes and the Company shall execute and the Trustee shall authenticate and deliver one or more Physical Notes having an equal aggregate principal amount.

ENTRY PROVISIONS FOR GLOBAL NOTES. (a) Each The U.S. Global Note Notes and Offshore Global Notes initially shall (i) be registered in the name of Cede & Co., as the Depositary for such Global Notes or the nominee of the Depositary (such nominee being referred to herein as the "Global Note Holder")Depositary, (ii) be deposited with, or on behalf of, delivered to the Depositary or with the Trustee, Trustee as custodian for such Depositary, Depositary and (iii) bear legends as set forth in Section 202701. Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under any such Global Note, 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 Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary 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 holder of any Note. (b) Transfers of any 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 owners in a Global Note Notes may be transferred in accordance with the rules and procedures of the Depositary and the provisions of Section 307703. In addition, U.S. Physical Notes or Offshore Physical certificated Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the U.S. Global Note Notes or the Offshore Global NoteNotes, respectivelyas the case may be, if: if (xi) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the applicable U.S. Global Note Notes or the Depositary ceases to be a "Clearing Agency" registered under Offshore Global Notes, as the Exchange Act case may be, and a successor depositary is not appointed by the Company within 90 days or of such notice, (yii) an Event of Default has occurred and is continuing and Holders of more than 25% the Registrar has received a request from the Depositary or (iii) in aggregate principal amount accordance with the rules and procedures of the Notes at Depositary and the time Outstanding represented by the Global Notes advise the Trustee through the Depositary in writing that the continuation provisions of a book-entry system through the Depositary with respect to the Global Notes is no longer requiredSection 703. (c) Any beneficial interest in one of the Global Notes that is transferred to a person who takes delivery in the form of an interest in the other another Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in the such other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (d) In connection with any transfer of a portion of the beneficial interests in a Global Note to beneficial owners pursuant to paragraph (b) of this Section of a beneficial interest in any Global Note to a beneficial owner who is required or permitted to hold a Physical Note702, the Note Security Registrar shall reflect on its books and records the date and a decrease in the principal amount of the applicable such Global Note in an amount equal to the principal amount of the beneficial interest in such Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, subject to the terms and conditions of Section 307 hereof, one or more Physical Notes certificated Notes, as the case may be, of like tenor and amount. (e) In connection with the transfer of the entire U.S. Global Note Notes or the Offshore Global Note Notes, in whole, to beneficial owners pursuant to paragraph (b) of this SectionSection 702, the U.S. Global Note Notes or Offshore Global NoteNotes, as the case may be, shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the U.S. Global Note Notes or Offshore Global NoteNotes, as the case may be, an equal aggregate principal amount of U.S. Physical certificated Notes or Offshore Physical Notes, as the case may be, of authorized denominations. (f) Any U.S. Physical certificated Note delivered in exchange for an interest in the U.S. Global Note Notes pursuant to subsection paragraph (b), (d) or (de) of this Section 702 shall, unless such exchange is made on or after the Resale Restriction Termination Date and except as otherwise provided in by Section 307601, bear the applicable legend regarding transfer restrictions applicable to the U.S. Physical Note set forth in Section 202restrictions. (g) The registered holder of a Global Notes Holder Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (h) Beneficial owners of interests in a Global Note may receive Physical Notes (which shall bear the Private Placement Legend if required by Section 202) in accordance with the procedures of the Depositary. In connection with the execution, authentication and delivery of such Physical Notes, the Registrar shall reflect on its books and records a decrease in the principal amount of the relevant Global Note equal to the principal amount of such Physical Notes and the Company shall execute and the Trustee shall authenticate and deliver one or more Physical Notes having an equal aggregate principal amount.

ENTRY PROVISIONS FOR GLOBAL NOTES. (a) Each U.S. Global Note and Offshore Global Note initially shall (i) be registered in the name of Cede & Co., as the Depository for such Global Notes or the nominee of the Depositary (such nominee being referred to herein as the "Global Note Holder")Depository, (ii) be deposited with, or on behalf of, delivered to the Depositary or with the Trustee, Trustee as custodian for such Depositary, Depository and (iii) bear legends as set forth in Section 2022.02. Members of, or participants in, the Depositary Depository ("Agent MembersAGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under any Global Note, and the Depositary Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or shall impair, as between the Depositary Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder beneficial owner of any Note. (b) Transfers of any a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a Global Note may be transferred in accordance with the applicable rules and procedures of the Depositary Depository and the provisions of Section 3072.08. In addition, U.S. Physical Certificated Notes or Offshore Physical Certificated Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the a U.S. Global Note or the an Offshore Global Note, respectively, if: if (xi) the Depositary Depository notifies the Company that it is unwilling or unable to continue as Depositary Depository for the applicable U.S. Global Note Notes or the Depositary ceases to be a "Clearing Agency" registered under Offshore Global Notes, as the Exchange Act case may be, and a successor depositary is not appointed by the Company within 90 days of such notice or (yii) an Event of Default has occurred and is continuing and Holders of more than 25% in aggregate principal amount of the Notes at the time Outstanding represented by the Global Notes advise the Trustee through the Depositary in writing that the continuation of Registrar has received a book-entry system through the Depositary with respect request to the Global Notes is no longer requiredforegoing effect from the Depository or the Trustee. (c) Any beneficial interest in one of the Global Notes that is transferred to a person Person who takes delivery in the form of an interest in the other Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (d) In connection with any transfer pursuant to paragraph (b) of this Section of a portion of the beneficial interest interests in any a U.S. Global Note or Offshore Global Note to a beneficial owner owners who is are required or permitted to hold a Physical NoteU.S. Certificated Notes, the Note Registrar shall reflect on its books and records the date and a decrease in the principal amount at maturity of the applicable such U.S. Global Note or Offshore Global Note in an amount equal to the principal amount at maturity of the beneficial interest in such U.S. Global Note or Offshore Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, subject to the terms and conditions of Section 307 hereof, one or more Physical U.S. Certificated Notes or Offshore Certificated Notes, as the case may be, of like tenor and amount. (e) In connection with the transfer of all the entire U.S. Global Note Notes or Offshore Global Note Notes to beneficial owners pursuant to paragraph (b) of this Section, the U.S. Global Note Notes or Offshore Global NoteNotes, as the case may be, shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary Depository in exchange for its beneficial interest in the U.S. Global Note Notes or Offshore Global NoteNotes, as the case may be, an equal aggregate principal amount at maturity of U.S. Physical Certificated Notes or Offshore Physical Certificated Notes, as the case may be, of authorized denominations. (f) Any U.S. Physical Certificated Note delivered in exchange for an interest in the a U.S. Global Note pursuant to subsection paragraph (b), (d) or (de) of this Section shall, unless such exchange is made on or after the Resale Restriction Termination Date and except as otherwise provided in by paragraphs (f)(i)(x) and (d) of Section 3072.08 hereof, bear the applicable legend regarding transfer restrictions applicable to the U.S. Physical Certificated Note set forth in Section 2022.02. (g) Any Offshore Certificated Note delivered in exchange for an interest in an Offshore Global Note pursuant to paragraph (b), (d) or (e) of this Section shall, except as otherwise provided by paragraphs (f)(i)(x) and (d) of Section 2.08 hereof, bear the legend regarding transfer restrictions applicable to the Offshore Certificated Note set forth in Section 2.02 hereof. (h) The registered holder of a Global Notes Holder Note may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (hi) Beneficial QIBs that are beneficial owners of interests in a Global Note may receive Physical Certificated Notes (which shall bear the Private Placement Legend if required by Section 2022.02) in accordance with the procedures of the DepositaryDepository. In connection with the execution, authentication and delivery of such Physical Certificated Notes, the Registrar shall reflect on its books and records a decrease in the principal amount of the relevant Global Note equal to the principal amount of such Physical Certificated Notes and the Company shall execute and the Trustee shall authenticate and deliver one or more Physical Certificated Notes having an equal aggregate principal amount.

ENTRY PROVISIONS FOR GLOBAL NOTES. (a) Each The U.S. Global Note and Offshore Global Note initially shall (i) be registered in the name of Cede & Co., as the Depositary for such Global Notes or the nominee of the Depositary (such nominee being referred to herein as the "Global Note Holder")Depositary, (ii) be deposited with, or on behalf of, delivered to the Depositary or with the Trustee, Trustee as custodian for such Depositary, Depositary and (iii) bear legends as set forth in Section 2022.02. Members of, or participants in, the Depositary ("Agent MembersAGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under any the Global Note, 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 Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary 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 holder of any Note. Neither the Company nor the Trustee shall be liable for any delay by the Depositary in identifying the beneficial owners of the Notes and the Company and the Trustee may conclusively rely on, and shall be protected in relying on, instructions from the Depositary for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of any Notes to be issued). (b) Transfers of any 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 owners in a Global Note may be transferred in accordance with the rules and procedures of the Depositary and the provisions of Section 3072.08. In addition, U.S. Physical Notes or and Offshore Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the U.S. Global Note or the Offshore Global Note, respectively, if: if (xi) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the applicable U.S. Global Note or the Depositary ceases to be a "Clearing Agency" registered under Offshore Global Note, as the Exchange Act case may be, and a successor depositary is not appointed by the Company within 90 days or of such notice, (yii) an Event of Default has occurred and is continuing and Holders of more than 25% the Registrar has received a request from the Depositary or (iii) in aggregate principal amount accordance with the rules and procedures of the Notes at Depositary and the time Outstanding represented by the Global Notes advise the Trustee through the Depositary in writing that the continuation provisions of a book-entry system through the Depositary with respect to the Global Notes is no longer requiredSection 2.08. (c) Any beneficial interest in one of the Global Notes that is transferred to a person who takes delivery in the form of an interest in the other Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (d) In connection with any transfer of a portion of the beneficial interests in the U.S. Global Note to beneficial owners pursuant to paragraph (b) of this Section of a beneficial interest in any Global Note to a beneficial owner who is required or permitted to hold a Physical NoteSection, the Note Registrar shall reflect on its books and records the date and a decrease in the principal amount of the applicable U.S. Global Note in an amount equal to the principal amount of the beneficial interest in such the U.S. Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, subject to the terms and conditions of Section 307 hereof, one or more U.S. Physical Notes of like tenor and amount. (e) In connection with the transfer of the entire U.S. Global Note or Offshore Global Note to beneficial owners pursuant to paragraph (b) of this Section, the U.S. Global Note or Offshore Global Note, as the case may be, shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the U.S. Global Note or Offshore Global Note, as the case may be, an equal aggregate principal amount of U.S. Physical Notes or Offshore Physical Notes, as the case may be, of authorized denominations. (f) Any U.S. Physical Note delivered in exchange for an interest in the U.S. Global Note pursuant to subsection paragraph (b) or (d) of this Section shall, unless such exchange is made on or after the Resale Restriction Termination Date and except as otherwise provided in by paragraph (f) of Section 3072.08, bear the applicable legend regarding transfer restrictions applicable to the U.S. Physical Note set forth in Section 2022.02. (g) Any Offshore Physical Note delivered in exchange for an interest in the Offshore Global Note pursuant to paragraph (b) of this Section shall, except as otherwise provided by paragraph (f) of Section 2.08, bear the legend regarding transfer restrictions applicable to the Offshore Physical Note set forth in Section 2.02. (h) The registered holder of a Global Notes Holder Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (h) Beneficial owners of interests in a Global Note may receive Physical Notes (which shall bear the Private Placement Legend if required by Section 202) in accordance with the procedures of the Depositary. In connection with the execution, authentication and delivery of such Physical Notes, the Registrar shall reflect on its books and records a decrease in the principal amount of the relevant Global Note equal to the principal amount of such Physical Notes and the Company shall execute and the Trustee shall authenticate and deliver one or more Physical Notes having an equal aggregate principal amount.