Common use of Offshore Book-Entry Provisions Clause in Contracts

Offshore Book-Entry Provisions. This provision shall apply ------------------------------ only to the global note deposited on behalf of the purchasers of the 2003 Convertible Notes represented thereby with the custodian for DTC for credit to their respective accounts (or to such other accounts as they may direct) at Euroclear or Cedel insofar as interests in such global note are held by the agent members of Euroclear or Cedel. The provisions of the "Operating Procedures of the Euroclear System" and the "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations" and "Instructions to Participants" of Cedel, respectively, shall be applicable to any such global note insofar as interests in such global note are held by the agent members of Euroclear or Cedel. Account holders or participants in Euroclear and Cedel shall have no rights under the Indenture or this First Supplemental Indenture with respect to such global note, and DTC or its nominee may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the 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 governing the exercise of the rights of a Holder of any global note.

Offshore Book-Entry Provisions. This provision Section 1(f)(ii) shall apply ------------------------------ only to definitive bearer global Securities of a Series delivered to the global note deposited on behalf Common Depositary for the benefit of the purchasers of the 2003 Convertible Notes represented thereby with the custodian for DTC for credit to their respective accounts (or to such other accounts EUROCLEAR and CEDEL, except as they otherwise may direct) at Euroclear or Cedel insofar as interests be provided in such global note are held by the agent members of Euroclear or Cedelan Authorization. The provisions of the "“Operating Procedures of the Euroclear EUROCLEAR System" ” and the "“Terms and Conditions Governing Use of Euroclear" EUROCLEAR” and the "“Management Regulations" ” and "“Instructions to Participants" ” of CedelCEDEL, respectively, shall be applicable to any such definitive bearer global note insofar as interests in such global note are held by Securities of a Series delivered to the agent members Common Depositary for the benefit of Euroclear or CedelEUROCLEAR and CEDEL. Account holders or participants in Euroclear EUROCLEAR and Cedel CEDEL shall have no rights under the Indenture or this First Supplemental Indenture Agreement with respect to any such definitive bearer global noteSecurities delivered to the Common Depositary for the benefit of EUROCLEAR and CEDEL for credit to the respective accounts of such account holders or participants, and DTC or its nominee such Common Depositary may be treated by the CompanyIssuer, the TrusteeFiscal Agent, and any agent of the Company Issuer or the Trustee Fiscal Agent as the owner of any such definitive bearer global note Securities for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the TrusteeFiscal Agent, or any agent of the Company Issuer or the Trustee Fiscal Agent, from giving effect to any written certification, proxy or other authorization furnished by DTC the Common Depositary or impair, as between DTC the Common Depositary and its agent membersaccount holders or participants, the operation of customary practices governing the exercise of the rights of a Holder holder of any global noteSecurity.

Offshore Book-Entry Provisions. This provision Section 1(f)(ii) shall apply ------------------------------ only to definitive bearer global Securities of a Series delivered to the global note deposited on behalf Common Depositary for the benefit of EUROCLEAR and CEDEL S.A., except as otherwise may be provided in the purchasers of the 2003 Convertible Notes represented thereby with the custodian for DTC for credit to their respective accounts (or to such other accounts as they may direct) at Euroclear or Cedel insofar as interests in such global note are held by the agent members of Euroclear or CedelAuthorization. The provisions of the "“Operating Procedures of the Euroclear EUROCLEAR System" ” and the "“Terms and Conditions Governing Use of Euroclear" EUROCLEAR” and the "“Management Regulations" ” and "“Instructions to Participants" ” of CedelCEDEL S.A., respectively, shall be applicable to any such definitive bearer global note insofar as interests in such global note are held by Securities of a Series delivered to the agent members Common Depositary for the benefit of Euroclear or Cedel. EUROCLEAR and CEDEL S.A. Account holders or participants in Euroclear EUROCLEAR and Cedel CEDEL S.A. shall have no rights under the Indenture or this First Supplemental Indenture Fiscal Agency Agreement with respect to any such definitive bearer global noteSecurities delivered to the Common Depositary for the benefit of EUROCLEAR and CEDEL S.A. for credit to the respective accounts of such account holders or participants, and DTC or its nominee such Common Depositary may be treated by the CompanyIssuer, the TrusteeFiscal Agent, and any agent of the Company Issuer or the Trustee Fiscal Agent as the owner of any such definitive bearer global note Securities for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the TrusteeFiscal Agent, or any agent of the Company Issuer or the Trustee Fiscal Agent, from giving effect to any written certification, proxy or other authorization furnished by DTC the Common Depositary or impair, as between DTC the Common Depositary and its agent membersaccount holders or participants, the operation of customary practices governing the exercise of the rights of a Holder holder of any global noteSecurity.