Common use of Notes in Global Form Clause in Contracts

Notes in Global Form. The Notes shall be issued initially in the form of one or more Rule 144A Global Notes in definitive, fully registered form, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as Custodian for the Depositary, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided. Notes resold or transferred in reliance on Regulation S shall be evidenced by one or more Regulation S Global Notes in definitive, fully registered form, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as Custodian for the Depositary, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided, for the accounts of designated agents holding on behalf of the Euroclear System ("Euroclear") or Cedel Bank, societe anonyme ("Cedel"). The aggregate principal amount of the Regulation S Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided. Each Note in global form shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions and transfers of Notes evidencing beneficial interests in such Note in global form transferred in accordance with the Applicable Procedures. Any endorsement of a Note in global form to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Depositary or Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof and as required by any applicable provisions of Section 2.6 hereof.

Notes in Global Form. The Notes, upon original issuance, will be issued in global form as a single note for each class and delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Notes shall will be issued registered initially on the Note Register in the form name of one or more Rule 144A Global Notes Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a Definitive Note representing such Note Owner's interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered formNotes (the "Definitive Notes") have been issued to Note Owners pursuant to Section 2.11: (a) the Note Registrar and the Indenture Trustee will be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of notices, which shall instructions or directions under this Indenture) as the sole Noteholder, and will have no obligation to the Note Owners; (b) the Clearing Agency will make book-entry transfers among its participants and receive and transmit payments of principal of and interest on the Notes to such participants; (c) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 will control; (d) the rights of Note Owners may be deposited on behalf exercised only through the Clearing Agency and will be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or its participants pursuant to the Depository Agreement; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of a specified percentage of the purchasers Note Balance of the Notes represented thereby with Outstanding (or the TrusteeControlling Class), as Custodian for the DepositaryClearing Agency will be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or the Clearing Agency's participants owning or representing, and registered in the name respectively, such required percentage of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided. Notes resold or transferred in reliance on Regulation S shall be evidenced by one or more Regulation S Global Notes in definitive, fully registered form, which shall be deposited on behalf of the purchasers beneficial interest of the Notes represented thereby with the Trustee, as Custodian for the Depositary, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided, for the accounts of designated agents holding on behalf of the Euroclear System Outstanding ("Euroclear") or Cedel Bank, societe anonyme ("Cedel"). The aggregate principal amount of the Regulation S Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided. Each Note in global form shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions and transfers of Notes evidencing beneficial interests in such Note in global form transferred in accordance with the Applicable Procedures. Any endorsement of a Note in global form to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Depositary or Custodian, at Controlling Class) and has delivered such instructions to the direction of the Indenture Trustee, in accordance with instructions given by the Holder thereof and as required by any applicable provisions of Section 2.6 hereof.

Notes in Global Form. The (a) If the Company shall establish pursuant to Section 3.01 that the Notes shall of a particular series are to be issued initially in whole or in part in the form of one or more Rule 144A Global Notes Notes, then the Company shall execute and the Trustee or its agent shall, in definitiveaccordance with Section 3.04 and the Company Order delivered to the Trustee or its agent thereunder, fully registered formauthenticate and deliver such Global Note or Global Notes, which (i) shall represent, and shall be deposited on behalf denominated in an amount equal to the aggregate principal amount of, the Outstanding Notes of such series to be represented by such Global Note or Global Notes, or such portion thereof as the purchasers of the Notes represented thereby with the TrusteeCompany shall specify in a Company Order, as Custodian for the Depositary, and (ii) shall be registered in the name of the Depositary Depository for such Global Note or a nominee of the DepositaryGlobal Notes or its nominee, duly executed (iii) shall be delivered by the Company and authenticated Trustee or its agent to the Depository or pursuant to the Depository’s instruction or held by the Trustee as hereinafter provided. The aggregate principal amount custodian for the Depository and (iv) shall bear a legend substantially to the following effect: “Unless this certificate is presented by an authorized representative of the Rule 144A Global Notes may from time Depository to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary Company or its nominee as hereinafter provided. Notes resold agent for registration of transfer, exchange, or transferred in reliance on Regulation S shall be evidenced by one or more Regulation S Global Notes in definitive, fully registered form, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as Custodian for the Depositarypayment, and any certificate issued is registered in the name of the Depositary nominee of the Depository or in such other name as is requested by an authorized representative of the Depository (and any payment is made to the nominee of the Depository or to such other entity as is requested by an authorized representative of the Depository), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, the nominee of the Depository, has an interest herein.” (b) Notwithstanding any other provision of this Section 2.04 or of Section 3.06, and subject to the provisions of paragraph (c) below, unless the terms of a Global Note expressly permit such Global Note to be exchanged in whole or in part for individual certificates representing Notes, a Global Note may be transferred, in whole but not in part and in the manner provided in Section 3.06, only to a nominee of the DepositaryDepository for such Global Note, duly executed or to the Depository, or a successor Depository for such Global Note selected or approved by the Company and authenticated by the Trustee as hereinafter providedCompany, for the accounts or to a nominee of designated agents holding on behalf of the Euroclear System such successor Depository. ("Euroclear") or Cedel Bank, societe anonyme ("Cedel"c). The aggregate principal amount of the Regulation S Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided. Each Note in global form shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions and transfers of Notes evidencing beneficial interests in such Note in global form transferred in accordance with the Applicable Procedures. Any endorsement of a Note in global form to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Depositary or Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof and as required by any applicable provisions of Section 2.6 hereof.

Notes in Global Form. The (a) If the Company shall establish pursuant to Section 3.01 that the Notes shall of a particular series are to be issued initially in whole or in part in the form of one or more Rule 144A Global Notes Notes, then the Company shall execute and the Trustee or its agent shall, in definitiveaccordance with Section 3.05 and the Company Order delivered to the Trustee or its agent thereunder, fully registered formauthenticate and deliver such Global Note or Global Notes, which (i) shall represent, and shall be deposited on behalf denominated in an amount equal to the aggregate principal amount of, the Outstanding Notes of such series to be represented by such Global Note or Global Notes, or such portion thereof as the purchasers of the Notes represented thereby with the TrusteeCompany shall specify in a Company Order, as Custodian for the Depositary, and (ii) shall be registered in the name of the Depositary Depository for such Global Note or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided. Notes resold or transferred in reliance on Regulation S nominee, (iii) shall be evidenced by one or more Regulation S Global Notes in definitive, fully registered form, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as Custodian for the Depositary, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided, for the accounts of designated agents holding on behalf of the Euroclear System ("Euroclear") or Cedel Bank, societe anonyme ("Cedel"). The aggregate principal amount of the Regulation S Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided. Each Note in global form shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions and transfers of Notes evidencing beneficial interests in such Note in global form transferred in accordance with the Applicable Procedures. Any endorsement of a Note in global form to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made delivered by the Trustee or its agent to the Depositary Depository or Custodianpursuant to the Depository’s instruction and (iv) shall bear a legend substantially to the following effect: “UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO MAGNA INTERNATIONAL INC. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, at the direction of the TrusteeEXCHANGE OR PAYMENT, in accordance with instructions given by the Holder thereof and as required by any applicable provisions of Section 2.6 hereofAND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.”

Notes in Global Form. The So long as the Notes are represented by a Global Note, and the Depositary is the registered owner of the Global Note, the corresponding interests in such Global Note shall be issued initially acquired, and transfers thereof shall be effected, exclusively through the book-entry settlement systems maintained by DTC through an account maintained by the Holder with the Depositary, subject to the Applicable Procedures, and otherwise subject to the provisions of this Indenture. Each Person who is for the time being shown in the form records of one or more Rule 144A Global Notes in definitiveDTC as being the owner of a particular Note shall be treated by the Company, fully registered formthe Trustee and any Paying Agent as the Holder of such Note for all purposes other than with respect to payment on the Note, the right to which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trusteevested, as Custodian for the Depositary, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by against the Company and authenticated by the Trustee as hereinafter providedor any Paying Agent, solely in the registered owner of the Global Note representing such Note in accordance with and subject to the terms thereof. The aggregate security account records of DTC shall in the absence of manifest error be conclusive evidence of the identity of the Holders and of the principal amount credited to the security accounts of such Holders. Any statement issued by DTC to any Holder relating to a specified Note credited to the security account of such Holder and stating the principal amount of such Note and certified by DTC to be a true record of such security account shall in the Rule 144A Global Notes may from time to time absence of manifest error be increased or decreased by adjustments made on conclusive evidence of the records of DTC for the purposes of the next sentence (but without prejudice to any other means of producing such records in evidence). Neither the Company nor the Trustee and the Depositary or its nominee as hereinafter provided. Notes resold or transferred in reliance on Regulation S shall be evidenced by one or more Regulation S Global Notes in definitive, fully registered form, which shall be deposited on behalf nor any Paying Agent will have any responsibility for any aspect of the purchasers records relating to or payments made by DTC on account of the Notes represented thereby with Note, or for maintaining, supervising or reviewing any records relating to the TrusteeNote. Every Global Note authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A REGISTERED NOTE, as Custodian for the DepositaryAND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, and registered in the name of the Depositary or a nominee of the DepositaryIN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, duly executed by the Company and authenticated by the Trustee as hereinafter provided, for the accounts of designated agents holding on behalf of the Euroclear System ("Euroclear") or Cedel Bank, societe anonyme ("Cedel"). The aggregate principal amount of the Regulation S Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided. Each Note in global form shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions and transfers of Notes evidencing beneficial interests in such Note in global form transferred in accordance with the Applicable Procedures. Any endorsement of a Note in global form to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Depositary or Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof and as required by any applicable provisions of Section 2.6 hereofEXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

Notes in Global Form. The Notes shall be issued initially in the form of one or more Rule 144A Global Notes in definitive, fully registered form, which shall be deposited on behalf of the purchasers of So long as the Notes are represented thereby with the Trustee, as Custodian for the Depositaryby a Global Note, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Common Depositary or its nominee as hereinafter provided. Notes resold or transferred is the registered owner of the Global Note, the corresponding interests in reliance on Regulation S such Global Note, shall be evidenced acquired, and transfers thereof shall be effected, exclusively through the book-entry settlement systems maintained by one Euroclear and Clearstream, through an account maintained by the Holder with either such Clearing System, subject to the Applicable Procedures, and otherwise subject to the provisions of this Indenture. Each Person who is for the time being shown in the records of Euroclear or more Regulation S Global Notes in definitiveClearstream as being the owner of a particular Note shall be treated by the Company, fully registered formthe Trustee and any Paying Agent as the Holder of such Note for all purposes other than with respect to payment on the Note, the right to which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trusteevested, as Custodian for the Depositary, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by against the Company and authenticated by the Trustee as hereinafter providedor any Paying Agent, for solely in the registered owner of the Global Note representing such Note in accordance with and subject to the terms thereof. The security account records of Euroclear and Clearstream shall in the absence of manifest error be conclusive evidence of the identity of the Holders and of the principal amount credited to the security accounts of designated agents holding on behalf such Holders. Any statement issued by Euroclear and Clearstream to any Holder relating to a specified Note credited to the security account of such Xxxxxx and stating the Euroclear System ("Euroclear") or Cedel Bank, societe anonyme ("Cedel"). The aggregate principal amount of such Note and certified by Euroclear and Clearstream to be a true record of such security account shall in the Regulation S Global Notes may from time to time absence of manifest error be increased or decreased by adjustments made on conclusive evidence of the records of Euroclear and Clearstream for the purposes of the next sentence (but without prejudice to any other means of producing such records in evidence). Neither the Company nor the Trustee and the Depositary or its nominee as hereinafter provided. Each Note in global form shall represent such nor any Paying Agent will have any responsibility for any aspect of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time records relating to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions and transfers of Notes evidencing beneficial interests in such Note in global form transferred in accordance with the Applicable Procedures. Any endorsement of a Note in global form to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be payments made by the Trustee Euroclear or the Depositary or Custodian, at the direction Clearstream on account of the TrusteeNote, or for maintaining, supervising or reviewing any records relating to the Note. Every Global Note authenticated and delivered hereunder shall bear a legend in accordance with instructions given by substantially the Holder thereof and as required by any applicable provisions of Section 2.6 hereoffollowing form: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE COMMON DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A REGISTERED NOTE, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH COMMON DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

Notes in Global Form. The (a) Any global Notes shall be issued initially in the form of one or more Rule 144A Global Notes in definitive, fully registered form, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as Custodian for the Depositary, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided. Notes resold or transferred in reliance on Regulation S shall be evidenced by one or more Regulation S Global Notes in definitive, fully registered form, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as Custodian for the Depositary, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided, for the accounts of designated agents holding on behalf of the Euroclear System ("Euroclear") or Cedel Bank, societe anonyme ("Cedel"). The aggregate principal amount of the Regulation S Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided. Each Note in global form shall represent such of the outstanding Outstanding Notes of any series as shall be specified therein and each shall may provide that it shall represent the aggregate amount of outstanding Outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges or redemptions of such Notes or increased to reflect the issuance of PIK Notes and redemptions and transfers of Notes evidencing beneficial interests in such Note in global form transferred in accordance with the Applicable ProceduresAdditional Notes. Any endorsement of a global Note in global form to reflect the amount of or any increase or decrease in the amount of outstanding Outstanding Notes represented thereby thereby, shall be made by the Trustee as Securities Custodian upon instructions given in the Company Order to be delivered to the Trustee pursuant to Section 3.3, 3.4 or 3.9 hereof, and shall be noted by the Trustee on the global Note grid that will be attached to each global Note, substantially in the form attached as Exhibit F hereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any global Note in the manner and upon instructions given in the applicable Company Order. (b) Each global Note initially shall (x) be registered in the name of DTC or its nominee, (y) be delivered to the Trustee as Securities Custodian for DTC and (z) bear the legend set forth in Section 2.4. Transfers of a global Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the Depositary, its successors or their respective nominees, except as set forth in Section 3.5. (c) Members of, or participants in, DTC ("Agent Members") shall have no rights under this Indenture with respect to any global Note held on their behalf by DTC or by the Trustee as the Securities Custodian of DTC or under such global Note, and DTC 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 DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any global Note. (d) Notwithstanding the provisions of Section 2.1 and Section 3.7, payment of principal of, premium, if any, and interest on any global Note shall be made to the Person or Persons specified therein. (e) Each Depositary or Custodiandesignated by the Company for a global Note must, at the direction time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act and any other applicable statute or regulation. The Trustee shall have no responsibility to determine if the Depositary is so registered. Each Depositary shall enter into an agreement with the Company governing the respective duties and rights of such Depositary and the Company with regard to global Notes. (f) The Trustee shall have no responsibility or obligation to any beneficial owner of a global Note, any Agent Member of DTC or other Person with respect to the accuracy of the Trusteerecords of DTC or its nominee or of any participant or member thereof, with respect to any ownership interest in accordance the Notes or with instructions respect to the delivery to any participant, member, beneficial owner or other Person (other than DTC) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be DTC or its nominee in the case of a global Note). The rights of beneficial owners in any global Note shall be exercised only through DTC subject to the applicable rules and procedures of DTC. The Trustee may rely and shall be fully protected in relying upon information furnished by the Holder thereof DTC with respect to its members, participants and as required by any applicable provisions of Section 2.6 hereofbeneficial owners.