Common use of Book-Entry Provisions for Global Debentures Clause in Contracts

Book-Entry Provisions for Global Debentures. The Global Debentures shall (i) be in bearer form in accordance with Section 2.1of this Indenture and (ii) be delivered to the Trustee as custodian for The Depository Trust Company ("DTC"). Rights of members of, or participants in DTC shall be limited with respect to any Global Debenture held on their behalf by the Trustee in accordance with Section 2.13 hereof. Transfers of a Global Debenture shall be limited to transfers of such Global Debenture in whole, but not in part, to DTC. Interests of beneficial owners in a Global Debenture may be transferred in accordance with the rules and procedures of DTC, and the provisions of this Article 2. Physical Debentures shall be transferred to all beneficial owners, as definitive registered Securities, in exchange for their beneficial interests in the Global Debentures, only if (i) DTC notifies the Company or the Trustee that it is unwilling or unable to continue as depositary for the Global Debentures, as the case may be, and a successor depositary is not appointed by the Company within 90 days of such notice; (ii) at any time, the Company determines that the Global Debentures, in whole but not in part, should be exchanged for definitive registered Securities, but only if, such exchange is required by any applicable law, any event beyond the control, or payments on any Global Debenture, depositary interest or book-entry interest, or would become, subject to any deduction or withholding for taxes; (iii) the Trustee is at any time unwilling or unable to continue as book-entry depositary and the Company does not appoint a successor within 90 days; or (iv) an Event of Default has occurred and is continuing and the Trustee has received a request to the foregoing effect from the Holder. In connection with any transfer of a portion of the beneficial interests in a Global Debenture to beneficial owners pursuant to the above paragraph of this Section 2.07, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Debenture in an amount equal to the principal amount of the beneficial interest in such Global Debenture to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver to each beneficial owner identified by the Depositary or, if applicable, by Euroclear or Clearstream, in exchange for its beneficial interest in the Global Debenture an equal aggregate principal amount of Physical Debentures of authorized denominations. In connection with the transfer of the entire Global Debenture to beneficial owners pursuant to this Section 2.07, the Global Debenture 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 DTC or, if applicable, by Euroclear or Clearstream, in exchange for its beneficial interest in the Global Debenture an equal aggregate principal amount of Physical Debentures of authorized denominations. The registered holder of a Global Debenture may grant proxies and otherwise authorize any person to take any action which a Holder is entitled to take under this Indenture or the Securities. Beneficial owners of interests in a Global Debenture may receive Physical Debentures in accordance with the procedures of DTC. In connection with the execution, authentication and delivery of such Physical Debentures, the Registrar shall reflect on its books and records a decrease in the principal amount of the relevant Global Debenture, in registered form, equal to the principal amount of such Physical Debentures and the Company shall execute and the Trustee shall authenticate and deliver one or more Physical Debentures having an equal aggregate principal amount.

Book-Entry Provisions for Global Debentures. The Global Debentures shall (i) be in bearer form in accordance with Section 2.1of this Indenture and (ii) be delivered to the Trustee as custodian for The Depository Trust Company ("DTC"). Rights of members of, or participants in DTC shall be limited with respect to any Global Debenture held on their behalf by the Trustee in accordance with Section 2.13 hereof. Transfers of a Global Debenture shall be limited to transfers of such Global Debenture in whole, but not in part, to DTC. Interests of beneficial owners in a Global Debenture may be transferred in accordance with the rules and procedures of DTC, and the provisions of this Article 2. Physical Debentures shall be transferred to all beneficial owners, as definitive registered Securities, in exchange for their beneficial interests in the Global Debentures, only if (i) DTC notifies the Company or the Trustee that it is unwilling or unable to continue as depositary for the Global Debentures, as the case may be, and a successor depositary is not appointed by the Company within 90 days of such notice; (ii) at any time, the Company determines that the Global Debentures, in whole but not in part, should be exchanged for definitive registered Securities, but only if, such exchange is required by any applicable law, any event beyond the control, or payments on any Global Debenture, depositary interest or book-entry interest, or would become, subject to any deduction or withholding for taxes; (iii) the Trustee is at any time unwilling or unable to continue as book-entry depositary and the Company does not appoint a successor within 90 days; or (iv) an Event of Default has occurred and is continuing and the Trustee has received a request to the foregoing effect from the Holder. In connection with any transfer of a portion of the beneficial interests in a Global Debenture to beneficial owners pursuant to the above paragraph of this Section 2.072.8, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Debenture in an amount equal to the principal amount of the beneficial interest in such Global Debenture to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver to each beneficial owner identified by the Depositary or, if applicable, by Euroclear or Clearstream, in exchange for its beneficial interest in the Global Debenture an equal aggregate principal amount of Physical Debentures of authorized denominations. In connection with the transfer of the entire Global Debenture to beneficial owners pursuant to this Section 2.07, the Global Debenture 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 DTC or, if applicable, by Euroclear or Clearstream, in exchange for its beneficial interest in the Global Debenture an equal aggregate principal amount of Physical Debentures of authorized denominations. The registered holder of a Global Debenture may grant proxies and otherwise authorize any person to take any action which a Holder is entitled to take under this Indenture or the Securities. Beneficial owners of interests in a Global Debenture may receive Physical Debentures in accordance with the procedures of DTC. In connection with the execution, authentication and delivery of such Physical Debentures, the Registrar shall reflect on its books and records a decrease in the principal amount of the relevant Global Debenture, in registered form, equal to the principal amount of such Physical Debentures and the Company shall execute and the Trustee shall authenticate and deliver one or more Physical Debentures having an equal aggregate principal amount.

Book-Entry Provisions for Global Debentures. The Company shall execute and the Trustee shall, in accordance with this Section 2.07, authenticate and deliver initially one or more Global Debentures Debentures, which initially shall (i) be registered in bearer form the name of the Depository for such Global Debentures or the nominee of such Depository, and (iii) bear legends as set forth in accordance with Section 2.1of 2.02. The Global Debentures will be held pursuant to the Book-Entry System. Participants in the Depository (“Agent Members”) shall have no rights under this Indenture and (ii) be delivered to the Trustee as custodian for The Depository Trust Company ("DTC"). Rights of members of, or participants in DTC shall be limited with respect to any Global Debenture held on their behalf by the Depository, or the Trustee, or under such Global Debenture, and the Depository may be treated by the Company, the Trustee in accordance with Section 2.13 hereofand any agent of the Company or the Trustee as the absolute owner of such Global Debenture 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 Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Global Debenture. (a) Transfers of a Global Debenture shall be limited to transfers of such Global Debenture in whole, but not in part, to DTCthe Depository, its successors or their respective nominees. Interests of beneficial owners in a Global Debenture Debentures may be transferred in accordance with the rules and procedures of DTC, the Depository and the provisions of this Article 2Section 2.08. In addition, Physical Debentures shall be transferred to all beneficial owners, as definitive registered Securities, owners in exchange for their beneficial interests in the Global Debentures, only Debentures if (i) DTC the Depository notifies the Company or the Trustee that it is unwilling or unable to continue as depositary Depository for the Global Debentures, as the case may be, Debentures and a successor depositary is not appointed by the Company within 90 days of such notice; , (ii) at any time, the Company determines that the Global Debentures, in whole but not in part, should be exchanged for definitive registered Securities, but only if, such exchange is required by any applicable law, any event beyond the control, or payments on any Global Debenture, depositary interest or book-entry interest, or would become, subject to any deduction or withholding for taxes; (iii) the Trustee is at any time unwilling or unable to continue as book-entry depositary and the Company does not appoint a successor within 90 days; or (iv) an Event of Default has occurred and is continuing and the Trustee Registrar has received a request to the foregoing effect from the Holder. Depository or (iii) in accordance with the rules and procedures of the Depository and the provisions of Section 2.08. (b) In connection with any transfer of a portion of the beneficial interests in a Global Debenture to beneficial owners pursuant to the above paragraph (a) of this Section 2.07, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the such Global Debenture in an amount equal to the principal amount of the beneficial interest in such Global Debenture to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver to each beneficial owner identified by the Depositary ordeliver, if applicable, by Euroclear one or Clearstream, in exchange for its beneficial interest in the Global Debenture an equal aggregate principal amount of more Physical Debentures of authorized denominations. like tenor and amount. (c) In connection with the transfer of the entire Global Debenture Debentures, in whole, to beneficial owners pursuant to paragraph (a) of this Section 2.07, the Global Debenture Debentures 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 DTC or, if applicable, by Euroclear or Clearstream, the Depository in exchange for its beneficial interest in the Global Debenture Debentures an equal aggregate principal amount of Physical Debentures of authorized denominations. . (d) Any Physical Debenture delivered in exchange for an interest in the Global Debentures pursuant to paragraph (a), (b) or (c) of this Section 2.07 shall, except as otherwise provided by Section 2.11, bear the legend regarding transfer restrictions applicable to the Physical Debenture set forth in Section 2.02. (e) The registered holder Holder of a Global Debenture may grant proxies and otherwise authorize any person 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 Securities. Beneficial owners of interests in a Global Debenture may receive Physical Debentures in accordance with the procedures of DTC. In connection with the execution, authentication and delivery of such Physical Debentures, the Registrar shall reflect on its books and records a decrease in the principal amount of the relevant Global Debenture, in registered form, equal to the principal amount of such Physical Debentures and the Company shall execute and the Trustee shall authenticate and deliver one or more Physical Debentures having an equal aggregate principal amount.

Book-Entry Provisions for Global Debentures. The Company shall execute and the Trustee shall, in accordance with this Section 2.07, authenticate and deliver initially one or more Global Debentures Debentures, which initially shall (i) be registered in bearer form the name of the Depository for such Global Debentures or the nominee of such Depository, and (iii) bear legends as set forth in accordance with Section 2.1of 2.02. The Global Debentures will be held pursuant to the Book-Entry System. Participants in the Depository (“Agent Members”) shall have no rights under this Indenture and (ii) be delivered to the Trustee as custodian for The Depository Trust Company ("DTC"). Rights of members of, or participants in DTC shall be limited with respect to any Global Debenture held on their behalf by the Depository, or the Trustee, or under such Global Debenture, and the Depository may be treated by the Company, the Trustee in accordance with Section 2.13 hereofand any agent of the Company or the Trustee as the absolute owner of such Global Debenture 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 Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Global Debenture. (a) Transfers of a Global Debenture shall be limited to transfers of such Global Debenture in whole, but not in part, to DTCthe Depository, its successors or their respective nominees. Interests of beneficial owners in a Global Debenture Debentures may be transferred in accordance with the rules and procedures of DTC, the Depository and the provisions of this Article 2Section 2.06. In addition, Physical Debentures shall be transferred to all beneficial owners, as definitive registered Securities, owners in exchange for their beneficial interests in the Global Debentures, only Debentures if (i) DTC the Depository notifies the Company or the Trustee that it is unwilling or unable to continue as depositary Depository for the Global Debentures, as the case may be, Debentures and a successor depositary depository is not appointed by the Company within 90 days of such notice; , (ii) at any time, the Company determines that the Global Debentures, in whole but not in part, should be exchanged for definitive registered Securities, but only if, such exchange is required by any applicable law, any event beyond the control, or payments on any Global Debenture, depositary interest or book-entry interest, or would become, subject to any deduction or withholding for taxes; (iii) the Trustee is at any time unwilling or unable to continue as book-entry depositary and the Company does not appoint a successor within 90 days; or (iv) an Event of Default has occurred and is continuing and the Trustee Registrar has received a request to the foregoing effect from the Holder. Depository or (iii) in accordance with the rules and procedures of the Depository and the provisions of Section 2.06. (b) In connection with any transfer of a portion of the beneficial interests in a Global Debenture to beneficial owners pursuant to the above paragraph (a) of this Section 2.07, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the such Global Debenture in an amount equal to the principal amount of the beneficial interest in such Global Debenture to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver to each beneficial owner identified by the Depositary ordeliver, if applicable, by Euroclear one or Clearstream, in exchange for its beneficial interest in the Global Debenture an equal aggregate principal amount of more Physical Debentures of authorized denominations. like tenor and amount. (c) In connection with the transfer of the entire Global Debenture Debentures, in whole, to beneficial owners pursuant to paragraph (a) of this Section 2.07, the Global Debenture Debentures 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 DTC or, if applicable, by Euroclear or Clearstream, the Depository in exchange for its beneficial interest in the Global Debenture Debentures an equal aggregate principal amount of Physical Debentures of authorized denominations. . (d) Any Physical Debenture delivered in exchange for an interest in the Global Debentures pursuant to paragraph (a), (b) or (c) of this Section 2.07 shall, except as otherwise provided by Section 2.11, bear the legend regarding transfer restrictions applicable to the Physical Debenture set forth in Section 2.02. (e) The registered holder Holder of a Global Debenture may grant proxies and otherwise authorize any person 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 SecuritiesDebentures. Beneficial owners Notwithstanding anything to the contrary set out herein, all physical Debenture Certificates issued to the Depository may be surrendered to the Trustee for an electronic position on the register of interests in a Global Debenture may receive Physical Debentures Holders to be maintained by the Trustee in accordance with the procedures of DTCthis Section 2.07. In connection with the execution, authentication All Debentures maintained in such electronic position will be valid and delivery of such Physical Debentures, the Registrar shall reflect on its books and records a decrease in the principal amount binding obligations of the relevant Global DebentureCompany, in entitling the registered form, equal Holders to the principal amount of such Physical same benefits as those registered Holders who hold Debentures in physical form. This Indenture and the Company shall execute and the Trustee shall authenticate and deliver one or more Physical provisions contained herein will apply, mutatis mutandis, to such Debentures having an equal aggregate principal amountheld in such electronic position.

Book-Entry Provisions for Global Debentures. (a) The U.S. Global Debentures and Offshore Global Debentures initially shall (i) be registered in bearer form in accordance with Section 2.1of this Indenture and the name of the Depositary for such Global Debentures or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for The Depository Trust Company such Depositary and ("DTC")iii) bear legends as set forth in Section 2.02. Rights of members Members of, or participants in DTC in, the Depositary ("Agent Members") shall be limited have no rights under this Indenture with respect to any Global Debenture held on their behalf by the Depositary, or the Trustee in accordance with Section 2.13 hereofas its custodian, or under such Global Debenture, 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 Debenture 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 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 Debenture. (b) Transfers of a Global Debenture shall be limited to transfers of such Global Debenture in whole, but not in part, to DTCthe Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Debenture Debentures may be transferred in accordance with the rules and procedures of DTC, the Depositary and the provisions of this Article 2Section 2.08. In addition, U.S. Physical Debentures and Offshore Physical Debentures shall be transferred to all beneficial owners, as definitive registered Securities, owners in exchange for their beneficial interests in the U.S. Global Debentures, only if (i) DTC notifies the Company Debentures or the Trustee that it is unwilling or unable to continue as depositary for the Offshore Global Debentures, as the case may be, if (i) the Company notifies the Trustee in writing that the Depositary it no longer willing or able to act as Depositary or the Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed by the Company within 90 days of such notice; , (ii) the Company, at any timeits option, the Company determines that the Global Debentures, in whole but not in part, should be exchanged for definitive registered Securities, but only if, such exchange is required by any applicable law, any event beyond the control, or payments on any Global Debenture, depositary interest or book-entry interest, or would become, subject to any deduction or withholding for taxes; (iii) the Trustee is at any time unwilling or unable to continue as book-entry depositary and the Company does not appoint a successor within 90 days; or (iv) an Event of Default has occurred and is continuing and the Trustee has received a request to the foregoing effect from the Holder. In connection with any transfer of a portion of the beneficial interests in a Global Debenture to beneficial owners pursuant to the above paragraph of this Section 2.07, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Debenture in an amount equal to the principal amount of the beneficial interest in such Global Debenture to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver to each beneficial owner identified by the Depositary or, if applicable, by Euroclear or Clearstream, in exchange for its beneficial interest in the Global Debenture an equal aggregate principal amount of Physical Debentures of authorized denominations. In connection with the transfer of the entire Global Debenture to beneficial owners pursuant to this Section 2.07, the Global Debenture 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 DTC or, if applicable, by Euroclear or Clearstream, in exchange for its beneficial interest in the Global Debenture an equal aggregate principal amount of Physical Debentures of authorized denominations. The registered holder of a Global Debenture may grant proxies and otherwise authorize any person to take any action which a Holder is entitled to take under this Indenture or the Securities. Beneficial owners of interests in a Global Debenture may receive Physical Debentures in accordance with the procedures of DTC. In connection with the execution, authentication and delivery of such Physical Debentures, the Registrar shall reflect on its books and records a decrease in the principal amount of the relevant Global Debenture, in registered form, equal to the principal amount of such Physical Debentures and the Company shall execute and the Trustee shall authenticate and deliver one or more Physical Debentures having an equal aggregate principal amount.notifies the

Book-Entry Provisions for Global Debentures. (a) The ------------------------------------------- U.S. Global Debentures and Offshore Global Debenture initially shall (i) be registered in bearer form in accordance with Section 2.1of this Indenture and the name of the Depositary for such Global Debentures or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for The Depository Trust Company such Depositary and ("DTC")iii) bear legends as set forth in Section 2.02. Rights of members Members of, or participants in DTC in, the Depositary ("Agent Members") shall be limited ------------- have no rights under this Indenture with respect to any Global Debenture held on their behalf by the Depositary, or the Trustee in accordance with Section 2.13 hereofas its custodian, or under the Global Debenture, 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 Debenture 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 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 Debenture. (b) Transfers of a Global Debenture shall be limited to transfers of such Global Debenture in whole, but not in part, to DTCthe Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Debenture may be transferred in accordance with the rules and procedures of DTC, the Depositary and the provisions of this Article 2Section 2.08. In addition, U.S. Physical Debentures and Offshore Physical Debentures shall be transferred to all beneficial owners, as definitive registered Securities, owners in exchange for their beneficial interests in the U.S. Global DebenturesDebentures or the Offshore Global Debenture, only respectively, if (i) DTC the Depositary notifies the Company or the Trustee that it is unwilling or unable to continue as depositary Depositary for the U.S. Global DebenturesDebentures or the Offshore Global Debenture, as the case may be, and a successor depositary is not appointed by the Company within 90 days of such notice; notice or (ii) at any time, the Company determines that the Global Debentures, in whole but not in part, should be exchanged for definitive registered Securities, but only if, such exchange is required by any applicable law, any event beyond the control, or payments on any Global Debenture, depositary interest or book-entry interest, or would become, subject to any deduction or withholding for taxes; (iii) the Trustee is at any time unwilling or unable to continue as book-entry depositary and the Company does not appoint a successor within 90 days; or (iv) an Event of Default has occurred and is continuing and the Trustee Registrar has received a request to the foregoing effect from the Holder. Depositary. (c) Any beneficial interest in one of the Global Debentures that is transferred to a person who takes delivery in the form of an interest in the other Global Debenture will, upon transfer, cease to be an interest in such Global Debenture and become an interest in the other Global Debenture and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Debenture 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 interests in a Global Debenture to beneficial owners pursuant who are required to the above paragraph of this Section 2.07hold U.S. Physical Debentures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the such Global Debenture in an amount equal to the principal amount of the beneficial interest in such Global Debenture to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver to each beneficial owner identified by the Depositary ordeliver, if applicable, by Euroclear one or Clearstream, in exchange for its beneficial interest in the Global Debenture an equal aggregate principal amount of more Physical Debentures of authorized denominations. like tenor and amount. (e) In connection with the transfer of the entire U.S. Global Debenture or Offshore Global Debenture to beneficial owners pursuant to paragraph (b) of this Section 2.07Section, the U.S. Global Debenture or Offshore Global Debenture, 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 DTC or, if applicable, by Euroclear or Clearstream, the Depositary in exchange for its beneficial interest in the U.S. Global Debenture or Offshore Global Debenture, as the case may be, an equal aggregate principal amount of U.S. Physical Debentures or Offshore Physical Debentures, as the case may be, of authorized denominations. . (f) Any U.S. Physical Debenture delivered in exchange for an interest in the U.S. Global Debenture pursuant to paragraph (b) or (d) of this Section shall, except as otherwise provided by paragraph (f) of Section 2.08, bear the legend regarding transfer restrictions applicable to the U.S. Physical Debenture set forth in Section 2.02. (g) Any Offshore Physical Debenture delivered in exchange for an interest in the Offshore Global Debenture 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 Debenture set forth in Section 2.02. (h) The registered holder of a Global Debenture may grant proxies and otherwise authorize any person 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 Securities. Beneficial Debentures. (i) QIBs that are beneficial owners of interests in a U.S. Global Debenture may receive Physical Debentures (which shall bear the Private Placement Legend if required by Section 2.02) in accordance with the procedures of DTCthe Depositary. In connection with the execution, authentication and delivery of such Physical Debentures, the Registrar shall reflect on its books and records a decrease in the principal amount of the relevant U.S. Global Debenture, in registered form, Debenture equal to the principal amount of such Physical Debentures and the Company shall execute and the Trustee shall authenticate and deliver one or more Physical Debentures having an equal aggregate principal amount.

Book-Entry Provisions for Global Debentures. The Global Debentures shall (i) be in bearer form in accordance with Section 2.1of 2.1 of this Indenture and (ii) be delivered to the Trustee as custodian for The Depository Trust Company ("DTC"). Rights of members of, or participants in DTC shall be limited with respect to any Global Debenture held on their behalf by the Trustee in accordance with Section 2.13 hereof. Transfers of a Global Debenture shall be limited to transfers of such Global Debenture in whole, but not in part, to DTC. Interests of beneficial owners in a Global Debenture may be transferred in accordance with the rules and procedures of DTC, and the provisions of this Article 2. Physical Debentures shall be transferred to all beneficial owners, as definitive registered Securities, in exchange for their beneficial interests in the Global Debentures, only if (i) DTC notifies the Company or the Trustee that it is unwilling or unable to continue as depositary for the Global Debentures, as the case may be, and a successor depositary is not appointed by the Company within 90 days of such notice; (ii) at any time, the Company determines that the Global Debentures, in whole but not in part, should be exchanged for definitive registered Securities, but only if, such exchange is required by any applicable law, any event beyond the control, or payments on any Global Debenture, depositary interest or book-entry interest, or would become, subject to any deduction or withholding for taxes; (iii) the Trustee is at any time unwilling or unable to continue as book-entry depositary and the Company does not appoint a successor within 90 days; or (iv) an Event of Default has occurred and is continuing and the Trustee has received a request to the foregoing effect from the Holder. In connection with any transfer of a portion of the beneficial interests in a Global Debenture to beneficial owners pursuant to the above paragraph of this Section 2.07, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Debenture in an amount equal to the principal amount of the beneficial interest in such Global Debenture to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver to each beneficial owner identified by the Depositary or, if applicable, by Euroclear or Clearstream, in exchange for its beneficial interest in the Global Debenture an equal aggregate principal amount of Physical Debentures of authorized denominations. In connection with the transfer of the entire Global Debenture to beneficial owners pursuant to this Section 2.07, the Global Debenture 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 DTC or, if applicable, by Euroclear or Clearstream, in exchange for its beneficial interest in the Global Debenture an equal aggregate principal amount of Physical Debentures of authorized denominations. The registered holder of a Global Debenture may grant proxies and otherwise authorize any person to take any action which a Holder is entitled to take under this Indenture or the Securities. Beneficial owners of interests in a Global Debenture may receive Physical Debentures in accordance with the procedures of DTC. In connection with the execution, authentication and delivery of such Physical Debentures, the Registrar shall reflect on its books and records a decrease in the principal amount of the relevant Global Debenture, in registered form, equal to the principal amount of such Physical Debentures and the Company shall execute and the Trustee shall authenticate and deliver one or more Physical Debentures having an equal aggregate principal amount.