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

Book-Entry Provisions for Global Note. (a) Each Global Note initially shall be deposited with the Common Depositary and registered in the name of the Common Depositary or its nominee for the accounts of Euroclear and Clearstream. Beneficial interests in the Notes may be held by any member of, or participant in Euroclear or Clearstream (“Agent Members”). Agent Members shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depository or by the Trustee or any nominee of the Common Depositary or under such Global Note, and the Common Depositary may be treated by the Company, a Subsidiary Guarantor, the Trustee and any agent of any of them as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, a Subsidiary Guarantor, the Trustee or any agent of any of them, from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary or impair, as between the Euroclear and Clearstream and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Common Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Note may be transferred, and transfers increasing or decreasing the aggregate principal amount of Global Notes may be conducted, only in accordance with the rules and procedures of Euroclear and Clearstream. In addition, Certificated Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in any Global Note under the circumstances set forth in Section 2.04(e). (c) Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in one other Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in 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 the transfer of an entire Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.06, the Global Note shall be deemed to be surrendered to the Paying Agent for cancellation, and the Company shall execute, and the Registrar shall authenticate and deliver, to each beneficial owner identified by the Common Depositary in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations. (e) Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by Euroclear, Clearstream or the Common Depositary. (f) The registered holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and any Person that may hold beneficial interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (g) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.06 in accordance with its customary procedures. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

Book-Entry Provisions for Global Note. (a) Each The Global Note initially shall (i) be deposited with the Common Depositary and registered in the name of the Common Depositary for such Global Note or the nominee of such Depositary, (ii) be deposited with, or on behalf of, the Depositary or its nominee with the Trustee, as custodian for the accounts of Euroclear such Depositary, and Clearstream(iii) bear a legend as set forth in Section 2.02. Beneficial interests in the Notes may be held by any member Members of, or participant in Euroclear or Clearstream participants in, the Depositary (“Agent Members”). Agent Members "AGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depository Depositary, or by the Trustee or any nominee of the Common Depositary as its custodian, or under such the Global Note, and the Common Depositary may be treated by the Company, a Subsidiary GuarantorAlderwoods, the Trustee and any agent of any of them Alderwoods or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, a Subsidiary GuarantorAlderwoods, the Trustee or any agent of any of them, Alderwoods or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary or shall impair, as between the Euroclear and Clearstream Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of a beneficial interest in any Global Subordinated Note. (b) Transfers of a the Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Common Depositary, its successors or their respective nominees. Interests of beneficial owners in a the Global Note may be transferred, and transfers increasing or decreasing the aggregate principal amount of Global Notes may be conducted, only transferred in accordance with the rules and procedures of Euroclear and Clearstreamthe Depositary. In addition, Certificated Physical Notes shall be transferred issued to all beneficial owners in exchange for their beneficial interests in any the Global Note under if (i) the circumstances set forth in Section 2.04(e)Depositary notifies Alderwoods that it is unwilling or unable to continue as Depositary for the Global Note and a successor depositary is not appointed by Alderwoods within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request for such exchange from the Depositary. (c) Any In connection with any transfer of a portion of the beneficial interest in one the Global Note that is transferred pursuant to Section 2.09(b) to beneficial owners who are required to hold Physical Notes, the Registrar shall reflect on its books and records the date and a Person who takes delivery decrease in the form principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in one other the Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if anytransferred, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interestAlderwoods shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount. (d) In connection with the transfer of an the entire Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.062.09(b), the Global Note shall be deemed to be surrendered to the Paying Agent Trustee for cancellation, and the Company Alderwoods shall execute, and the Registrar Trustee shall authenticate and deliver, to each beneficial owner identified by the Common Depositary in exchange for its beneficial interest in such the Global Note an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (e) Neither The Holder of the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by Euroclear, Clearstream or the Common Depositary. (f) The registered holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and any Person Persons that may hold beneficial interests through Agent Members, to take any action which that a Holder is entitled to take under this Indenture or the Subordinated Notes. (gf) The Registrar Any beneficial owner of interests in a Global Note may request, and upon request shall retain copies of all lettersbe issued, notices and other written communications received pursuant to this Section 2.06 Physical Notes 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 customary procedures. The Company shall have books and records a decrease in the right to inspect and make copies principal amount of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice relevant Global Note equal to the Registrarprincipal amount of such Physical Notes and Alderwoods shall execute and the Trustee shall authenticate and deliver one or more Physical Notes having an equal aggregate principal amount.

Book-Entry Provisions for Global Note. This Section 2.04 shall apply only to the Global Note deposited with the Depository or its custodian. (a1) Each So long as the Notes are eligible for book-entry settlement with the Depository, or unless otherwise required by law, the Global Note initially shall (i) be deposited with the Common Depositary and registered in the name of the Common Depositary Depository or its the nominee of such Depository, (ii) be delivered to the Trustee as custodian for the accounts of Euroclear such Depository and Clearstream(iii) bear legends as set forth in Section 2.03. Beneficial interests in the Notes may be held by any member Members of, or participant in Euroclear or Clearstream participants in, the Depository (“Agent Members”). Agent Members "AGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depository Depository, or by the Trustee or any nominee of the Common Depositary as its custodian, or under such the Global Note, and the Common Depositary Depository may be treated by the Company, a Subsidiary Guarantor, the Trustee and any agent of any of them the Company or the Trustee as the absolute owner of such the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, a Subsidiary Guarantor, the Trustee or any agent Agent of any of them, the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary Depository or impair, as between the Euroclear and Clearstream Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. (b2) Transfers of a the Global Note shall be limited to transfers of such Global Note in whole, but but, subject to the immediately succeeding sentence, not in part, to the Common DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a the Global Note may be transferred, and transfers increasing transferred or decreasing the aggregate principal amount of Global exchanged for Physical Notes may be conducted, only in accordance with the rules and procedures of Euroclear the Depository and Clearstreamthe provisions of Section 2.05 hereof. In addition, Certificated Physical Notes shall be transferred to all the Persons identified by the Depositary as the beneficial owners of the Notes represented by the Global Note in exchange for their beneficial interests in any the Global Note upon the surrender by the Depositary of the Global Note for cancellation, if (i)the Depository notifies the Company, and the Company notifies the Trustee, that it is unwilling or unable to continue as Depository for the Global Note and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of Physical Notes under the circumstances set forth in Section 2.04(e)Indenture or (iii)an Event of Default has occurred and is continuing and the Note Registrar has received a written request from the Depository to issue Physical Notes. (c3) Any transfer or exchange of a portion of the beneficial interest in one the Global Note that is transferred to a Person who takes delivery in the form of an interest in one other Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests owners pursuant to paragraph (2) shall be made only in such other Global Note for as long as it remains such an interestaccordance with the provisions of Section 2.05 hereof. (d4) In connection with the transfer of an the beneficial interests in the entire Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.062), the Global Note shall be deemed to be surrendered to the Paying Agent Trustee for cancellation, and the Company shall execute, and the Registrar Trustee shall authenticate and deliver, deliver to each beneficial owner identified by the Common Depositary Depository in exchange for its beneficial interest in such the Global Note Note, an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (e5) Neither Any Physical Note constituting a Restricted Security delivered in exchange for a beneficial interest in the Trustee nor any Agent shall have any responsibility Global Note pursuant to paragraph (2) or liability for any actions taken or not taken (3) shall, except as otherwise provided by Euroclearparagraphs (1)(a)(x) and (3) of Section 2.05 hereof, Clearstream or bear the Common DepositaryPrivate Placement Legend. (f6) The registered holder Company or the Trustee, in the discretion of either of them, may treat as the Act of a Global Note may grant proxies and otherwise authorize Holder any Person, including Agent Members and instrument or writing of any Person that may hold is identified by the Depositary as the owner of a beneficial interests through Agent Membersinterest in the Global Note, to take any action which a Holder provided that the fact and date of the execution of such instrument or writing is entitled to take under this Indenture or the Notes. (g) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.06 proved in accordance with its customary procedures. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the RegistrarSection 1.05(b).

Book-Entry Provisions for Global Note. (a) Each The Global Note initially shall (i) be deposited with the Common Depositary and registered in the name of the Common Depositary Depository or its the nominee of such Depository, (ii) be delivered to the Trustee as custodian for the accounts of Euroclear such Depository and Clearstream(iii) bear legends as set forth in Exhibit C attached hereto. Beneficial interests in the Notes may be held by any member Members of, or participant in Euroclear or Clearstream participants in, the Depository (“"Agent Members”). Agent Members ") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depository Depository, or by the Trustee or any nominee of the Common Depositary as its custodian, or under such the Global Note, and the Common Depositary Depository may be treated by the Company, a Subsidiary Guarantorthe Trustee, the Trustee and any agent of any of them the Company, or the Trustee as the absolute owner of such the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, a Subsidiary Guarantor, the Trustee or any agent of any of them, the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary Depository or impair, as between the Euroclear and Clearstream Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (b) Transfers of a the Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Common DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a the Global Note may be transferred, and transfers increasing transferred or decreasing the aggregate principal amount of Global exchanged for Physical Notes may be conducted, only in accordance with the rules and procedures of Euroclear the Depository and Clearstreamthe provisions of Section 2.15. In addition, Certificated Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in any the Global Note (in each case directed by the Depository) if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for the Global Note or the Depository ceases to be a "Clearing Agency" registered under the circumstances set forth in Section 2.04(e)Exchange Act and a successor depositary is not appointed by the Company within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depository to issue Physical Notes. (c) Any In connection with any transfer or exchange of a portion of the beneficial interest in one the Global Note that is transferred to beneficial owners pursuant to paragraph (b), the Registrar shall (if one or more Physical Notes are to be issued) reflect on its books and records the date and a Person who takes delivery decrease in the form principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in one other the Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if anytransferred, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interestthe Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount. (d) In connection with the transfer of an the entire Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.06), the Global Note shall be deemed to be surrendered to the Paying Agent Trustee for cancellation, and the Company shall execute, and the Registrar Trustee shall authenticate and deliver, to each beneficial owner identified by the Common Depositary Depository in exchange for its beneficial interest in such the Global Note Note, an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (e) Neither Any Physical Note constituting a Restricted Security delivered in exchange for an interest in the Trustee nor any Agent shall have any responsibility Global Note pursuant to paragraph (b) or liability for any actions taken or not taken (c) shall, except as otherwise provided by Euroclearparagraphs (a)(i)(x) and (c) of Section 2.15, Clearstream or bear the Common Depositarylegend regarding transfer restrictions applicable to the Physical Notes set forth in Exhibit A attached hereto. (f) The registered holder Holder of a the Global Note may grant proxies and otherwise authorize any Person, including Agent Members and any Person Persons that may hold beneficial interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (g) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.06 in accordance with its customary procedures. The Company Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the right to inspect and make copies accuracy of all such lettersthe records of the Depository or its Agent Members, notices or other written communications at for any reasonable time upon actions or omissions of the giving of reasonable written notice to the RegistrarDepository or its Agent Members.

Book-Entry Provisions for Global Note. (a) Each The Global Note initially shall (i) be deposited with the Common Depositary and registered in the name of the Common Depositary for such Global Note or the nominee of such Depositary, (ii) be deposited with, or on behalf of, the Depositary or its nominee with the Trustee, as custodian for the accounts of Euroclear such Depositary, and Clearstream(iii) bear a legend as set forth in Section 2.02. Beneficial interests in the Notes may be held by any member Members of, or participant in Euroclear or Clearstream participants in, the Depositary (“Agent Members”). Agent Members "AGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depository Depositary, or by the Trustee or any nominee of the Common Depositary as its custodian, or under such the Global Note, and the Common Depositary may be treated by the Company, a Subsidiary GuarantorAlderwoods, the Trustee and any agent of any of them Alderwoods or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, a Subsidiary GuarantorAlderwoods, the Trustee or any agent of any of them, Alderwoods or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary or shall impair, as between the Euroclear and Clearstream Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of a beneficial interest in any Global Two-Year Note. (b) Transfers of a the Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Common Depositary, its successors or their respective nominees. Interests of beneficial owners in a the Global Note may be transferred, and transfers increasing or decreasing the aggregate principal amount of Global Notes may be conducted, only transferred in accordance with the rules and procedures of Euroclear and Clearstreamthe Depositary. In addition, Certificated Physical Notes shall be transferred issued to all beneficial owners in exchange for their beneficial interests in any the Global Note under if (i) the circumstances set forth in Section 2.04(e)Depositary notifies Alderwoods that it is unwilling or unable to continue as Depositary for the Global Note and a successor depositary is not appointed by Alderwoods within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request for such exchange from the Depositary. (c) Any In connection with any transfer of a portion of the beneficial interest in one the Global Note that is transferred pursuant to Section 2.09(b) to beneficial owners who are required to hold Physical Notes, the Registrar shall reflect on its books and records the date and a Person who takes delivery decrease in the form principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in one other the Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if anytransferred, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interestAlderwoods shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount. (d) In connection with the transfer of an the entire Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.062.09(b), the Global Note shall be deemed to be surrendered to the Paying Agent Trustee for cancellation, and the Company Alderwoods shall execute, and the Registrar Trustee shall authenticate and deliver, to each beneficial owner identified by the Common Depositary in exchange for its beneficial interest in such the Global Note an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (e) Neither The Holder of the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by Euroclear, Clearstream or the Common Depositary. (f) The registered holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and any Person Persons that may hold beneficial interests through Agent Members, to take any action which that a Holder is entitled to take under this Indenture or the Two-Year Notes. (gf) The Registrar Any beneficial owner of interests in a Global Note may request, and upon request shall retain copies of all lettersbe issued, notices and other written communications received pursuant to this Section 2.06 Physical Notes 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 customary procedures. The Company shall have books and records a decrease in the right to inspect and make copies principal amount of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice relevant Global Note equal to the Registrarprincipal amount of such Physical Notes and Alderwoods shall execute and the Trustee shall authenticate and deliver one or more Physical Notes having an equal aggregate principal amount.

Book-Entry Provisions for Global Note. (a) Each Global Note initially shall be deposited with the Common Depositary and registered in the name of the Common Depositary or its nominee for the accounts of Euroclear and Clearstream. Beneficial interests in the Notes may be held by any member Members of, or participant in Euroclear or Clearstream participants in, the Depositary (“Agent Members”). Agent Members "AGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depository or by the Trustee or any nominee of the Common Depositary or under such any Global Note, and the Common Depositary may be treated by the Company, a Subsidiary Guarantor, the Trustee and any agent of any of them the Company or the Trustee as the absolute owner of such any Global Note for all purposes whatsoever. Any Holder of any Global Note shall, by acceptance of such Global Note, agree that the transfers of Interests in such Global Note may be effected only through a book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership of an Interest in such Global Note shall be required to be reflected in a book-entry system. Notwithstanding the foregoing, nothing herein shall prevent the Company, a Subsidiary Guarantor, the Trustee or any an agent of any of them, the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary or impair, as between the Euroclear and Clearstream Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (b) Transfers The Depositary must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. (c) Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for individual Notes represented thereby, a Global Note shall representing all or a portion of the Notes may not be limited transferred except as a whole by the Depositary to transfers a nominee of such Global Note in whole, but not in part, Depositary or by a nominee of such Depositary to the Common such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary, its successors or their respective nominees. Interests of beneficial owners in a the Global Note Notes (each an "INTEREST") may be transferred, and transfers increasing transferred to Agent Members or decreasing the aggregate principal amount of Global other beneficial owners or exchanged for Definitive Notes may be conducted, only in accordance with the rules and procedures of Euroclear the Depositary, the provisions of this Indenture and Clearstreamapplicable law. (d) If specified by the Company pursuant to Section 3.4, the Depositary may surrender a Global Note in exchange in whole or in part for Definitive Notes of like tenor and terms on such terms as are acceptable to the Company, the Trustee and the Depositary. In addition, Certificated Definitive Notes shall be transferred issued to all beneficial owners in exchange for their beneficial interests Interests in Global Notes if (i) the Depositary for the Notes notifies the Company that the Depositary is unwilling or unable to continue as Depositary for the Global Notes or is no longer eligible to serve as Depositary pursuant to the terms of this Indenture and a successor Depositary is not appointed by the Company within 90 days after delivery of such notice; (ii) the Company, at its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under this Indenture; or (iii) there shall have occurred and be continuing a Default with respect to any Notes represented by the Global Note under the circumstances set forth in Section 2.04(e)Notes. (c) Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in one other Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in 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. (de) In connection with the transfer of any Interest from one Agent Member to another Agent Member not taking a Definitive Note, but an entire Global Note Interest, the Depositary shall reflect on its books and records the date. the name of the transferor and transferee, and the amount of the Interest transferred. (f) In connection with the issuance to beneficial owners of Definitive Notes in exchange for any Global Note pursuant to paragraph (bc) or (h) of this Section 2.06Section, the such Global Note shall be deemed to be surrendered to the Paying Agent Trustee for cancellation, and the Company shall execute, execute and the Registrar Trustee upon receipt of a Company Order for the authentication and delivery of Definitive Notes shall authenticate and deliver, without service charge: (i) to the Depositary or to each beneficial owner identified Person specified by the Common such Depositary a new Definitive Note or Definitive Notes of like tenor and terms and of any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for its beneficial interest such Person's Interest in the Global Note; and (ii) to such Depositary a new Global Note of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal mount of the surrendered Global Note and the aggregate principal amount of Certificated Definitive Notes delivered to Holders thereof. Except as otherwise provided in this Indenture, any Note authenticated and delivered upon registration of authorized denominationstransfer of, or in exchange for, or in lieu of, any Global Note shall also be a Global Note and shall bear the legend specified in Section 2.4 except for any Note authenticated and delivered in exchange for, or upon registration of transfer of, a Global Note pursuant to the preceding sentence. (e) Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by Euroclear, Clearstream or the Common Depositary. (fg) The registered holder Holder of a any Global Note may grant proxies and otherwise authorize any Personperson, including Agent Members and any Person persons that may hold beneficial interests Interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (gh) The Registrar Upon the exchange of any Global Note in its entirety for Definitive Notes or another Global Note, such Global Note shall retain copies of all lettersbe canceled by the Trustee. (i) Notwithstanding anything herein to the contrary, notices and other written communications received pursuant to this Section 2.06 in accordance with its customary procedures. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications if at any reasonable time upon the giving of reasonable written notice Depositary for the Notes notifies the Company that it is unwilling or unable to continue as a Depositary for the Registrar.Notes or if at any time the Depositary for the Notes shall no longer be registered or in good standing under the Exchange Act, or other. applicable statute or regulation,

Book-Entry Provisions for Global Note. (a) Each The Global Note Notes initially shall (i) be deposited with the Common Depositary and registered in the name of the Common Depositary Depository or its the nominee of such Depository, (ii) be delivered to the Trustee as custodian for the accounts of Euroclear such Depository and Clearstream. Beneficial interests (iii) bear legends as set forth in the Notes may be held by any member Exhibit C. Members of, or participant in Euroclear or Clearstream participants in, the Depository (“"Agent Members”). Agent Members ") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depository Depository, or by the Trustee or any nominee of the Common Depositary as its custodian, or under such the Global Note, and the Common Depositary Depository may be treated by the Company, a Subsidiary Guarantor, the Trustee and any agent of any of them the Company or the Trustee as the absolute owner of such the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, a Subsidiary Guarantorcompany, the Trustee or any agent of any of them, the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary Depository or impair, as between the Euroclear and Clearstream Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (b) Transfers of a the Global Note Notes shall be limited to transfers of such Global Note in whole, but not in part, to the Common DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a Global Note may be transferred, and transfers increasing or decreasing the aggregate principal amount of Global Notes may be conducted, only transferred or exchanged in accordance with the rules Applicable Procedures of the Depository and procedures the provisions of Euroclear and ClearstreamSection 2.15. In addition, Certificated Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in any the Global Note under Notes if (i) the circumstances set forth in Section 2.04(e)Depository notifies the Company that it is unwilling or unable to continue as Depository for the Global Notes and a successor Depository is not appointed by the Company within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depository to issue Physical Notes. (c) Any In connection with any transfer or exchange of a portion of the beneficial interest in one the Global Note that is transferred to beneficial owners pursuant to paragraph (b), the Registrar shall (if one or more Physical Notes are to be issued) reflect on its books and records the date and a Person who takes delivery decrease in the form principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in one other the Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if anytransferred, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interestthe Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount. (d) In connection with the transfer of an the entire Global Note Notes to beneficial owners pursuant to paragraph (b) of this Section 2.06), the Global Note Notes shall be deemed to be surrendered to the Paying Agent Trustee for cancellation, and the Company shall execute, and the Registrar Trustee shall authenticate and deliver, to each beneficial owner identified by the Common Depositary Depository in exchange for its beneficial interest in such the Global Note Notes, an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (e) Neither Any Physical Note constituting a Restricted Security delivered in exchange for an interest in the Trustee nor any Agent shall have any responsibility Global Note pursuant to paragraph (b) or liability for any actions taken or not taken (c) shall, except as otherwise provided by Euroclearparagraphs (a)(i)(x) and (c) of Section 2.15, Clearstream or bear the Common Depositary.legend regarding transfer restrictions applicable to the Physical Notes set forth in Exhibit A. (f) The registered holder Holder of a the Global Note may grant proxies and otherwise authorize any Person, including Agent Members and any Person Persons that may hold beneficial interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (g) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.06 in accordance with its customary procedures. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

Book-Entry Provisions for Global Note. (a) Each One or more Global Note Notes initially shall (i) be deposited with the Common Depositary and registered in the name of the Common Depositary Depository or its the nominee of such Depository, (ii) be delivered to the Trustee as custodian for the accounts of Euroclear such Depository and Clearstream. Beneficial interests (iii) bear legends contained in the Notes may be held by any member Exhibit B. Members of, or participant in Euroclear or Clearstream participants in, the Depository (“"Agent Members”). Agent Members ") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depository Depository, or by the Trustee or any nominee of the Common Depositary as its custodian, or under such the Global Note, and the Common Depositary Depository may be treated by the Company, a Subsidiary Guarantorthe Trustee, the Trustee Paying Agent and the Note Registrar and any agent of any of them the same as the absolute owner and Holder of such the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, a Subsidiary Guarantorthe Trustee, the Trustee Paying Agent and the Note Registrar or any agent of any of them, the same from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary Depository or impair, as between the Euroclear and Clearstream Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (b) Transfers of a the Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Common DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a Global Note may be transferred, and transfers increasing or decreasing the aggregate principal amount of Global Notes may be conducted, only transferred or exchanged for Certificated Notes in accordance with the rules and procedures of Euroclear the Depository and Clearstreamthe provisions of Section 2.12. In addition, Certificated Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in any the Global Note under if (i) the circumstances set forth in Section 2.04(e)Depository notifies the Company that it is unwilling or unable to continue as Depository for the Global Note and a successor depository is not appointed by the Company within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Note Registrar has received a request from the Depository to issue Certificated Notes. (c) Any In connection with any transfer or exchange of a portion of the beneficial interest in one any Global Note that is transferred to beneficial owners pursuant to paragraph (b), the Note Registrar shall (if one or more Certificated Notes are to be issued) reflect on its books and records the date and a Person who takes delivery decrease in the form principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in one other the Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if anytransferred, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interestthe Company shall execute and the Trustee shall authenticate and deliver, one or more Certificated Notes of like tenor and amount. (d) In connection with the transfer of an entire the Global Note as an entirety to beneficial owners pursuant to paragraph (b) of this Section 2.06), the Global Note shall be deemed to be surrendered to the Paying Agent Trustee for cancellation, and the Company shall execute, and the Registrar Trustee shall authenticate and deliver, to each beneficial owner identified by the Common Depositary Depository in exchange for its beneficial interest in such the Global Note Note, an equal aggregate principal amount of Certificated Notes of authorized denominations. (e) Neither Any Certificated Note constituting a Restricted Security delivered in exchange for an interest in a Global Note pursuant to paragraph (b) or (c) shall, except as otherwise provided by paragraphs (a)(i)(x) and (z) of Section 2.12, bear the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by Euroclear, Clearstream or legend regarding transfer restrictions applicable to the Common DepositaryCertificated Notes set forth in Exhibit A-1. (f) The registered holder Holder of a any Global Note may grant proxies and otherwise authorize any Personperson, including Agent Members and any Person persons that may hold beneficial interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (g) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.06 in accordance with its customary procedures. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

Book-Entry Provisions for Global Note. (a) Each The Global Note initially shall (i) be deposited with the Common Depositary and registered in the name of the Common Depositary Depository or its the nominee of such Depository, (ii) be delivered to the Trustee as custodian for the accounts of Euroclear such Depository and Clearstream. Beneficial interests (iii) bear legends as set forth in the Notes may be held by any member Exhibit B. Members of, or participant in Euroclear or Clearstream participants in, the Depository (“Agent Members”). Agent Members "AGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depository Depository, or by the Trustee or any nominee of the Common Depositary as its custodian, or under such the Global Note, and the Common Depositary Depository may be treated by the Company, a Subsidiary Guarantor, the Trustee and any agent of any of them the Company or the Trustee as the absolute owner of such the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, a Subsidiary Guarantor, the Trustee or any agent of any of them, the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary Depository or impair, as between the Euroclear and Clearstream Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. (b) Transfers of a the Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Common DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a the Global Note may be transferred, and transfers increasing transferred or decreasing the aggregate principal amount of Global exchanged for Physical Notes may be conducted, only in accordance with the rules and procedures of Euroclear the Depository and Clearstreamthe provisions of Section 2.16. In addition, Certificated Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in any the Global Note under if (i) the circumstances set forth in Section 2.04(e)Depository notifies the Company that it is unwilling or unable to continue as Depository for the Global Note and a successor depositary is not appointed by the Company within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depository to issue Physical Notes. (c) Any In connection with any transfer or exchange of a portion of the beneficial interest in one the Global Note that is transferred to beneficial owners pursuant to paragraph (b), the Registrar shall (if one or more Physical Notes are to be issued) reflect on its books and records the date and a Person who takes delivery decrease in the form principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in one other the Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if anytransferred, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interestthe Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount. (d) In connection with the transfer of an the entire Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.06), the Global Note shall be deemed to be surrendered to the Paying Agent Trustee for cancellation, and the Company shall executeexecute (and the Guarantors shall execute Guarantees), and the Registrar shall Trustee shall, upon written instructions from the Company, authenticate and deliver, to each beneficial owner identified by the Common Depositary Depository in exchange for its beneficial interest in such the Global Note Note, an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (e) Neither Any Physical Note constituting a Restricted Security delivered in exchange for an interest in the Trustee nor any Agent shall have any responsibility Global Note pursuant to paragraph (b) or liability for any actions taken or not taken (c) shall, except as otherwise provided by Euroclearparagraphs (a)(i)(x) and (c) of Section 2.16, Clearstream or bear the Common Depositary.legend regarding transfer restrictions applicable to the Physical Notes set forth in Exhibit A. (f) The registered holder Holder of a the Global Note may grant proxies and otherwise authorize any Personperson, including Agent Members and any Person persons that may hold beneficial interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (g) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.06 in accordance with its customary procedures. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

Book-Entry Provisions for Global Note. (a) Each The Global Note initially shall (i) be deposited with the Common Depositary and registered in the name of the Common Depositary Depository or its the nominee of such Depository, (ii) be delivered to the Trustee as custodian for the accounts of Euroclear such Depository and Clearstream(iii) bear legends as set forth in Section 2.15. Beneficial interests in the Notes may be held by any member Members of, or participant in Euroclear or Clearstream participants in, the Depository (“"Agent Members”). Agent Members ") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depository Depository, or by the Trustee or any nominee of the Common Depositary as its custodian, or under such the Global Note, and the Common Depositary Depository may be treated by the Company, a Subsidiary Guarantor, the Trustee and any agent of any of them the Company or the Trustee as the absolute owner of such the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, a Subsidiary Guarantor, the Trustee or any agent of any of them, the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary Depository or impair, as between the Euroclear and Clearstream Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (b) Transfers of a the Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Common DepositaryDepository, its successors or their respective nominees. Interests Interest of (c) In connection with any transfer or exchange of a portion of the beneficial interest in the Global Note to beneficial owners pursuant to paragraph (b) above, the Registrar shall (if one or more Physical Notes are to be issued) reflect on its books and records the date and a decrease in a the principal amount of the beneficial interest in the Global Note may to be transferred, and transfers increasing or decreasing the aggregate principal amount of Global Notes may be conducted, only in accordance with the rules and procedures of Euroclear and Clearstream. In addition, Certificated Notes Company shall be transferred to all beneficial owners in exchange for their beneficial interests in any Global Note under the circumstances set forth in Section 2.04(e). (c) Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in one other Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if anyexecute, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interestthe Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount. (d) In connection with the transfer of an the entire Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.06), the Global Note shall be deemed to be surrendered to the Paying Agent Trustee for cancellation, and the Company shall execute, and the Registrar Trustee shall authenticate and deliver, to each beneficial owner identified by the Common Depositary Depository in exchange for its beneficial interest in such the Global Note Note, an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (e) Neither Any Physical Note constituting a Restricted Security delivered in exchange for an interest in the Trustee nor any Agent shall have any responsibility Global Note pursuant to paragraph (b) or liability for any actions taken or not taken (c) above shall, except as otherwise provided by Euroclearparagraphs (a)(i)(x) and (c) of Section 2.17, Clearstream or bear the Common Depositarylegend regarding transfer restrictions applicable to the Physical Notes set forth in Section 2.15. (f) The registered holder Holder of a the Global Note may grant proxies and otherwise authorize any Person, including Agent Members and any Person Persons that may hold beneficial interests through Agent Members, to take any action which a Holder Noteholder is entitled to take under this Indenture or the Notes. (g) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.06 in accordance with its customary procedures. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

Book-Entry Provisions for Global Note. (a) Each The Global Note initially shall (i) be deposited with the Common Depositary and registered in the name of the Common Depositary Depository or its the nominee of such Depository, (ii) be delivered to the Trustee as custodian for the accounts of Euroclear such Depository and Clearstream(iii) bear legends as set forth in Exhibit C attached hereto. Beneficial interests in the Notes may be held by any member Members of, or participant in Euroclear or Clearstream participants in, the Depository (“"Agent Members”). Agent Members ") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depository Depository, or by the Trustee or any nominee of the Common Depositary as its custodian, or under such the Global Note, and the Common Depositary Depository may be treated by the Company, a Subsidiary Guarantorthe Trustee, the Trustee and any agent of any of them the Company, or the Trustee as the absolute owner of such the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, a Subsidiary Guarantor, the Trustee or any agent of any of them, the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary Depository or impair, as between the Euroclear and Clearstream Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (b) Transfers of a the Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Common DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a the Global Note may be transferred, and transfers increasing transferred or decreasing the aggregate principal amount of Global exchanged for Physical Notes may be conducted, only in accordance with the rules and procedures of Euroclear the Depository and Clearstreamthe provisions of Section 2.15. In addition, Certificated Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in any the Global Note (in each case directed by the Depository) if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for the Global Note or the Depository ceases to be a "Clearing Agency" registered under the circumstances set forth in Section 2.04(e)Exchange Act and a successor depositary is not appointed by the Company within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depository to issue Physical Notes. (c) Any In connection with any transfer or exchange of a portion of the beneficial interest in one the Global Note that is transferred to beneficial owners pursuant to paragraph (b), the Registrar shall (if one or more Physical Notes are to be issued) reflect on its books and records the date and a Person who takes delivery decrease in the form principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in one other the Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if anytransferred, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interestthe Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount. (d) In connection with the transfer of an the entire Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.06), the Global Note shall be deemed to be surrendered to the Paying Agent Trustee for cancellation, and the Company shall execute, and the Registrar Trustee shall authenticate and deliver, to each beneficial owner identified by the Common Depositary Depository in exchange for its beneficial interest in such the Global Note Note, an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (e) Neither Any Physical Note constituting a Restricted Security delivered in exchange for an interest in the Trustee nor any Agent shall have any responsibility Global Note pursuant to paragraph (b) or liability for any actions taken or not taken (c) shall, except as otherwise provided by Euroclearparagraphs (a)(i)(x) and (c) of Section 2.15, Clearstream or bear the Common Depositarylegend regarding transfer restrictions applicable to the Physical Notes set forth in Exhibit A attached hereto. (f) The registered holder Holder of a the Global Note may grant proxies and otherwise authorize any Person, including Agent Members and any Person Persons that may hold beneficial interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (g) Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the accuracy of the records of the Depository or its Agent Members, or for any actions or omissions of the Depository or its Agent Members. (h) The Registrar shall retain copies Trustee is hereby authorized to enter into a letter of all letters, notices representation with DTC in the form provided to the Trustee by the Company and other written communications received pursuant to this Section 2.06 act in accordance with its customary procedures. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrarletter.

Book-Entry Provisions for Global Note. (a) Each Global Note initially shall be deposited with the Common Depositary and registered in the name of the Common Depositary Depository for such Global Note or its the nominee of such Depository and be delivered to the Trustee as custodian for the accounts of Euroclear and Clearstreamsuch Depository. Beneficial interests in the Notes may be held by any member Members of, or participant in Euroclear or Clearstream participants in, the Depository (“"Agent Members”). Agent Members ") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depository Depository, or by the Trustee or any nominee of the Common Depositary as its custodian, or under such Global Note, and the Common Depositary Depository may be treated by the Company, a Subsidiary Guarantor, the Trustee and any agent of any of them 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, a Subsidiary Guarantor, or the Trustee or any agent of any of them, from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary Depository or shall impair, as between the Euroclear and Clearstream Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. (b) . Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Common DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a Global Note may be transferred, and transfers increasing transferred or decreasing the aggregate principal amount of Global exchanged for Physical Notes may be conducted, only in accordance with the rules and procedures of Euroclear and Clearstreamthe Depository. In addition, Certificated Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in any a Global Note under if, and only if, either (1) the circumstances set forth in Section 2.04(e). (c) Any beneficial interest in one Global Note Depository notifies the Company that it is transferred unwilling or unable to a Person who takes delivery in continue as depository for the form of an interest in one other Global Note will, upon transfer, cease to be an interest in such Global Note and become a successor depository is not appointed by the Company within 90 days of such notice, or (2) an interest Event of Default has occurred and is continuing and the Note Registrar has received a request from the Depository to issue Physical Notes in such other lieu of all or a portion of the Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests (in which case the Company shall deliver Physical Notes within 30 days of such other Global Note for as long as it remains such an interest. (d) request). In connection with the transfer of an entire Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.06Section, the Global Note shall be deemed to be surrendered to the Paying Agent Trustee for cancellation, and the Company shall execute, and the Registrar Trustee shall authenticate and deliver, to each beneficial owner identified by the Common Depositary Depository, in exchange for its beneficial interest in such the Global Note Note, an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (e) Neither . The Holder of the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by Euroclear, Clearstream or the Common Depositary. (f) The registered holder of a Global Note may grant proxies and otherwise authorize any Personperson, including Agent Members and any Person persons that may hold beneficial interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (g) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.06 in accordance with its customary procedures. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

Book-Entry Provisions for Global Note. (a) Each Global Note initially shall (i) be deposited with the Common Depositary and registered in the name of the Common Depositary Depository or its the nominee of such Depository, (ii) be delivered to the Trustee as custodian for the accounts of Euroclear such Depository and Clearstream. Beneficial interests (iii) bear legends as set forth in the Notes may be held by any member Exhibit B. Members of, or participant in Euroclear or Clearstream participants in, the Depository (“"Agent Members”). Agent Members ") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depository Depository, or by the Trustee or any nominee of the Common Depositary as its custodian, or under such the Global Note, and the Common Depositary Depository may be treated by the Company, a Subsidiary Guarantor, the Trustee and any agent of any of them the Company or the Trustee as the absolute owner of such the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, a Subsidiary Guarantor, the Trustee or any agent of any of them, the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary Depository or impair, as between the Euroclear and Clearstream Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. (b) Transfers of a the Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Common DepositaryDepository, its successors or their respective nominees. Only Persons who acquire Notes in transfers made pursuant to Rule 144A, Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act and in accordance with any applicable securities laws of any state of the United States or any other applicable jurisdiction are permitted to take delivery in the form of a beneficial interest in a Rule 144A Global Note. Only Persons who acquire Notes in transfers made pursuant to Regulation S are permitted to take delivery in the form of a beneficial interest in a Regulation S Global Note. Interests of beneficial owners in a the Global Note may be transferred, and transfers increasing transferred or decreasing the aggregate principal amount of Global exchanged for Physical Notes may be conducted, only in accordance with the rules and procedures of Euroclear the Depository and Clearstreamthe provisions of Section 2.16. In addition, Certificated Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in any the Global Note under if (i) the circumstances set forth in Section 2.04(e)Depository notifies the Company that it is unwilling or unable to continue as Depository for the Global Note and a successor depositary is not appointed by the Company within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depository to issue Physical Notes. (c) Any In connection with any transfer or exchange of a portion of the beneficial interest in one the Global Note that is transferred to beneficial owners pursuant to paragraph (b), the Registrar shall (if one or more Physical Notes are to be issued) reflect on its books and records the date and a Person who takes delivery decrease in the form principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in one other the Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if anytransferred, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interestthe Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount. (d) In connection with the transfer of an the entire Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.06), the Global Note shall be deemed to be surrendered to the Paying Agent Trustee for cancellation, and the Company shall execute, and the Registrar Trustee shall authenticate and deliver, to each beneficial owner identified by the Common Depositary Depository in exchange for its beneficial interest in such the Global Note Note, an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (e) Neither Any Physical Note constituting a Restricted Security delivered in exchange for an interest in the Trustee nor any Agent shall have any responsibility Global Note pursuant to paragraph (b) or liability for any actions taken or not taken (c) shall, except as otherwise provided by Euroclearparagraph (d) of Section 2.16, Clearstream or bear the Common Depositarylegend regarding transfer restrictions applicable to the Physical Notes set forth in Exhibit A(1). (f) The registered holder Holder of a the Global Note may grant proxies and otherwise authorize any Person, including Agent Members and any Person Persons that may hold beneficial interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (g) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.06 in accordance with its customary procedures. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

Book-Entry Provisions for Global Note. (a) Each The Global Note initially shall (i) be deposited with the Common Depositary and registered in the name of the Common Depositary Depository or its the nominee of such Depository, (ii) be delivered to the Trustee as custodian for the accounts of Euroclear such Depository and Clearstream(iii) bear legends as set forth in Section 2.15. Beneficial interests in the Notes may be held by any member Members of, or participant in Euroclear or Clearstream participants in, the Depository (“Agent Members”). Agent Members "Participants") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depository Depository, or by the Trustee or any nominee of the Common Depositary as its custodian, or under such the Global Note, and the Common Depositary Depository may be treated by the Company, a Subsidiary Guarantor, the Trustee and any agent of any of them the Company or the Trustee as the absolute owner of such the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, a Subsidiary Guarantor, the Trustee or any agent of any of them, the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary Depository or impair, as between the Euroclear Depository and Clearstream and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (b) Transfers of a the Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Common DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a the Global Note may be transferred, and transfers increasing transferred or decreasing the aggregate principal amount of Global exchanged for Physical Notes may be conducted, only in accordance with the rules and procedures of Euroclear the Depository and Clearstreamthe provisions of Section 2.17. In addition, Certificated Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in any the Global Note under if (i) the circumstances set forth in Section 2.04(e)Depository notifies the Company that it is unwilling or unable to continue as Depository for the Global Note and a successor depositary is not appointed by the Company within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depository to issue Physical Notes. (c) Any In connection with any transfer or exchange of a portion of the beneficial interest in one the Global Note that is transferred to beneficial owners pursuant to paragraph (b), the Registrar shall (if one or more Physical Notes are to be issued) reflect on its books and records the date and a Person who takes delivery decrease in the form principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in one other the Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if anytransferred, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interestthe Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount. (d) In connection with the transfer of an the entire Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.06), the Global Note shall be deemed to be surrendered to the Paying Agent Trustee for cancellation, and the Company shall execute, and the Registrar Trustee shall authenticate and deliver, to each beneficial owner identified by the Common Depositary Depository in exchange for its beneficial interest in such the Global Note Note, an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (e) Neither Any Physical Note constituting a Restricted Security delivered in exchange for an interest in the Trustee nor any Agent shall have any responsibility Global Note pursuant to paragraph (b) or liability for any actions taken or not taken (c) shall, except as otherwise provided by Euroclearparagraphs (a)(i)(x) and (c) of Section 2.17, Clearstream or bear the Common Depositarylegend regarding transfer restrictions applicable to the Physical Notes set forth in Section 2.15. (f) The registered holder Holder of a the Global Note may grant proxies and otherwise authorize any Person, including Agent Members and any Person Persons that may hold beneficial interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (g) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.06 in accordance with its customary procedures. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

Book-Entry Provisions for Global Note. (a) Each Global Note initially shall be deposited with the Common Depositary and registered in the name of the Common Depositary or its nominee for the accounts of Euroclear and Clearstream. Beneficial interests in the Notes may be held by any member Members of, or participant in Euroclear or Clearstream participants in, the Depositary (“Agent Members”). Agent Members "AGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depository or by the Trustee or any nominee of the Common Depositary or under such the Global Note, and the Common Depositary may be treated by the Company, a Subsidiary Guarantor, the Trustee and any agent of any of them the Company or the Trustee as the absolute owner of such the Global Note for all purposes whatsoever. Any Holder of the Global Note shall, by acceptance of such Global Note, agree that the transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book-entry system. Notwithstanding the foregoing, nothing herein shall prevent the Company, a Subsidiary Guarantor, the Trustee or any an agent of any of them, the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary or impair, as between the Euroclear and Clearstream Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (b) Transfers The Depositary must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. (c) Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for individual Notes represented thereby, a Global Note shall representing all or a portion of the Notes may not be limited transferred except as a whole by the Depositary to transfers a nominee of such Global Note in whole, but not in part, Depositary or by a nominee of such Depositary to the Common such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depoxxxxxx xx a nominee of such successor Depositary, its successors or their respective nominees. Interests of beneficial owners in a the Global Note Notes (each an "INTEREST") may be transferred, and transfers increasing transferred to one beneficial owner or decreasing the aggregate principal amount of Global to another Agent Member or exchanged for definitive Notes may be conducted, only in accordance with the rules and procedures of Euroclear the Depositary and Clearstreamthe provisions of this Indenture. In addition, Certificated definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in Global Notes if (i) the Depositary for the Notes notifies the Company that the Depositary is unwilling or unable to continue as Depositary for the Global Notes or is no longer eligible to serve as Depositary pursuant to the terms of this Indenture and a successor Depositary is not appointed by the Company within 90 days after delivery of such notice; (ii) the Company, at its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of definitive Notes under this Indenture, then the Company shall execute; or (iii) there shall have occurred and be continuing a Default with respect to any Notes represented by the Global Notes; and the Trustee shall, upon receipt of a Company Order in accordance with Section 3.4, authenticate and deliver, definitive Notes in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes. If specified by the Company pursuant to Section 3.4, the Depositary may surrender a Global Note under in exchange in whole or in part for Notes of like tenor and terms and in definitive form on such terms as are acceptable to the circumstances set forth in Section 2.04(e). (c) Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in Company, the form of an interest in one other Global Note will, upon transfer, cease to be an interest in such Global Note Trustee and become an interest in 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 interestthe Depositary. (d) In connection with the transfer of any Interest from one beneficial owner to another Agent Member not taking a definitive Note, but an entire Interest, pursuant to paragraph (c), the Depositary shall reflect on its books and records the date, the name of the transferor and transferee, and the amount of the Interest transferred. (e) In connection with the transfer of Global Note Notes to beneficial owners pursuant to the third sentence of paragraph (bc) or (h) of this Section 2.06Section, the Global Note Notes shall be deemed to be surrendered to the Paying Agent Trustee for cancellation, and the Company shall execute, execute and the Registrar Trustee upon receipt of a Company Order for the authentication and delivery of definitive Notes shall authenticate and deliver, without service charge: (i) to the Depositary or to each beneficial owner identified Person specified by the Common such Depositary a new Note or Notes of like tenor and terms and of any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for its such Person's beneficial interest in the Global Note; and (ii) to such Depositary a new Global Note of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Note and the aggregate principal amount of Certificated Notes of authorized denominationsdelivered to Holders thereof. (e) Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by Euroclear, Clearstream or the Common Depositary. (f) The registered holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and any Person that may hold beneficial interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (g) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.06 in accordance with its customary procedures. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

Book-Entry Provisions for Global Note. (a) Each Global Note initially shall be deposited with the Common Depositary and registered in the name of the Common Depositary or its nominee for the accounts of Euroclear and Clearstream. Beneficial interests in the Notes may be held by any member Members of, or participant in Euroclear or Clearstream participants in, the Depositary (“"Agent Members”). Agent Members ") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depository or by the Trustee or any nominee of the Common Depositary or under such the Global Note, and the Common Depositary may be treated by the Company, a Subsidiary Guarantor, the Trustee and any agent of any of them the Company or the Trustee as the absolute owner of such the Global Note for all purposes whatsoever. Any Holder of the Global Note, by acceptance of such Global Note, shall agree that the transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by the Depositary (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book-entry system. Notwithstanding the foregoing, nothing herein shall prevent the Company, a Subsidiary Guarantor, the Trustee or any an agent of any of them, the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary or impair, as between the Euroclear and Clearstream Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (b) Transfers Notwithstanding any other provision of a this Section, unless and until it is exchanged in whole or in part for individual Notes represented thereby, the Global Note shall may not be limited transferred except as a whole by the Depositary to transfers a nominee of such Global Note in whole, but not in part, Depositary or by a nominee of such Depositary to the Common such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary, its successors or their respective nominees. Interests of beneficial owners in a the Global Note (each an "Interest") may be transferred, and transfers increasing transferred to one beneficial owner or decreasing the aggregate principal amount of Global to another Agent Member or exchanged for definitive Notes may be conducted, only in accordance with the rules and procedures of Euroclear the Depositary and Clearstreamthe provisions of this Indenture. In addition, Certificated definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in any the Global Note if (i) the Depositary for the Notes notifies the Company that the Depositary is unwilling or unable to continue as Depositary for the Global Note or is no longer eligible to serve as Depositary pursuant to the terms of this Indenture and a successor Depositary is not appointed by the Company within 90 days after delivery of such notice; (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of definitive Notes under this Indenture; or (iii) there shall have occurred and be continuing a Default or an Event of Default with respect to any Notes represented by the circumstances set forth Global Note; and the Trustee, upon receipt of a Company Order in accordance with Section 2.04(e)3.5, shall authenticate and deliver, definitive Notes in an aggregate principal amount equal to the principal amount of the Global Note in exchange for such Global Note. If specified by the Company pursuant to Section 3.5, the Depositary may surrender a Global Note in exchange in whole or in part for Notes of like tenor and terms and in definitive form on such terms as are acceptable to the Company, the Trustee and the Depositary. (c) Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in one other Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in 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 the transfer of an entire the Global Note to beneficial owners pursuant to the third sentence of paragraph (b) of this Section 2.06Section, the Global Note shall be deemed to be surrendered to the Paying Agent Trustee for cancellation, and the Company shall execute, execute and the Registrar Trustee upon receipt of a Company Order for the authentication and delivery of certificated Notes shall authenticate and deliver, without service charge: (i) to the Depositary or to each beneficial owner identified Person specified by the Common such Depositary a new Note or Notes of like tenor and terms and of any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for its such Persons beneficial interest in the Global Note; and (ii) to such Depositary a new Global Note of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Note and the aggregate principal amount of Certificated Notes delivered to Holders thereof. Notwithstanding any other provision of authorized denominationsthis Indenture, any Note authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, the Global Note shall also be a Global Note and shall bear the global note legend specified in Section 2.2 except for any Note authenticated and delivered in exchange for, or upon registration of transfer of, a Global Note pursuant to the preceding sentence. (e) Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by Euroclear, Clearstream or the Common Depositary. (fd) The registered holder Holder of a any Global Note may grant proxies and otherwise authorize any Personperson, including Agent Members and any Person persons that may hold beneficial interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (ge) The Registrar At any such time as all beneficial interests in the Global Note have either been exchanged for Notes in definitive form, redeemed, repurchased or canceled, such Global Note shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.06 in accordance with its customary procedures. The Company shall have be canceled by the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the RegistrarTrustee.

Book-Entry Provisions for Global Note. (a) Each The Global Note initially shall (i) be deposited with the Common Depositary and registered in the name of the Common Depositary for such Global Note or the nominee of such Depositary, (ii) be deposited with, or on behalf of, the Depositary or its nominee with the Trustee, as custodian for the accounts of Euroclear such Depositary, and Clearstream(iii) bear a legend as set forth in Section 2.02. Beneficial interests in the Notes may be held by any member Members of, or participant in Euroclear or Clearstream participants in, the Depositary (“Agent Members”). Agent Members "AGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depository Depositary, or by the Trustee or any nominee of the Common Depositary as its custodian, or under such the Global Note, and the Common Depositary may be treated by the Company, a Subsidiary GuarantorAlderwoods, the Trustee and any agent of any of them Alderwoods or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, a Subsidiary GuarantorAlderwoods, the Trustee or any agent of any of them, Alderwoods or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary or shall impair, as between the Euroclear and Clearstream Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of a beneficial interest in any Global Seven-Year Note. (b) Transfers of a the Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Common Depositary, its successors or their respective nominees. Interests of beneficial owners in a the Global Note may be transferred, and transfers increasing or decreasing the aggregate principal amount of Global Notes may be conducted, only transferred in accordance with the rules and procedures of Euroclear and Clearstreamthe Depositary. In addition, Certificated Physical Notes shall be transferred issued to all beneficial owners in exchange for their beneficial interests in any the Global Note under if (i) the circumstances set forth in Section 2.04(e)Depositary notifies Alderwoods that it is unwilling or unable to continue as Depositary for the Global Note and a successor depositary is not appointed by Alderwoods within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request for such exchange from the Depositary. (c) Any In connection with any transfer of a portion of the beneficial interest in one the Global Note that is transferred pursuant to Section 2.09(b) to beneficial owners who are required to hold Physical Notes, the Registrar shall reflect on its books and records the date and a Person who takes delivery decrease in the form principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in one other the Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if anytransferred, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interestAlderwoods shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount. (d) In connection with the transfer of an the entire Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.062.09(b), the Global Note shall be deemed to be surrendered to the Paying Agent Trustee for cancellation, and the Company Alderwoods shall execute, and the Registrar Trustee shall authenticate and deliver, to each beneficial owner identified by the Common Depositary in exchange for its beneficial interest in such the Global Note an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (e) Neither The Holder of the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by Euroclear, Clearstream or the Common Depositary. (f) The registered holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and any Person Persons that may hold beneficial interests through Agent Members, to take any action which that a Holder is entitled to take under this Indenture or the Seven-Year Notes. (gf) The Registrar Any beneficial owner of interests in a Global Note may request, and upon request shall retain copies of all lettersbe issued, notices and other written communications received pursuant to this Section 2.06 Physical Notes 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 customary procedures. The Company shall have books and records a decrease in the right to inspect and make copies principal amount of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice relevant Global Note equal to the Registrarprincipal amount of such Physical Notes and Alderwoods shall execute and the Trustee shall authenticate and deliver one or more Physical Notes having an equal aggregate principal amount.

Book-Entry Provisions for Global Note. (a) Each The Global Note initially shall (i) be deposited with the Common Depositary and registered in the name of the Common Depositary for such Global Note or the nominee of such Depositary, (ii) be deposited with, or on behalf of, the Depositary or its nominee with the Trustee, as custodian for the accounts of Euroclear such Depositary, and Clearstream. Beneficial interests (iii) bear legends as set forth in the Notes may be held by any member Section 2.02 Members of, or participant in Euroclear or Clearstream participants in, the Depositary (“Agent Members”). Agent Members "AGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depository Depositary, or by the Trustee or any nominee of the Common Depositary as its custodian, or under such the Global Note, and the Common Depositary may be treated by the Company, a Subsidiary GuarantorLGII, the Trustee and any agent of any of them LGII or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, a Subsidiary GuarantorLGII, the Trustee or any agent of any of them, LGII or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary or shall impair, as between the Euroclear and Clearstream Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of a beneficial interest in any Global Senior Note. (b) Transfers of a the Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Common Depositary, its successors or their respective nominees. Interests of beneficial owners in a the Global Note may be transferred, and transfers increasing or decreasing the aggregate principal amount of Global Notes may be conducted, only transferred in accordance with the rules and procedures of Euroclear the Depositary and Clearstreamthe provisions of Section 2.10. In addition, Certificated Physical Notes shall be transferred issued to all beneficial owners in exchange for their beneficial interests in any the Global Note under if (i) the circumstances set forth in Section 2.04(e)Depositary notifies LGII that it is unwilling or unable to continue as Depositary for the Global Note and a successor depositary is not appointed by LGII within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary. (c) Any In connection with any transfer of a portion of the beneficial interest in one the Global Note that is transferred pursuant to Section 2.09(b) to beneficial owners who are required to hold Physical Notes, the Registrar shall reflect on its books and records the date and a Person who takes delivery decrease in the form principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in one other the Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if anytransferred, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interestLGII shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount. (d) In connection with the transfer of an the entire Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.062.09(b), the Global Note shall be deemed to be surrendered to the Paying Agent Trustee for cancellation, and the Company LGII shall execute, and the Registrar Trustee shall authenticate and deliver, to each beneficial owner identified by the Common Depositary in exchange for its beneficial interest in such the Global Note an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (e) Neither Any Physical Note delivered in exchange for an interest in the Trustee nor any Agent shall have any responsibility Global Note pursuant to subsection (c) or liability for any actions taken or not taken subsection (d) of this Section shall, except as otherwise provided by Euroclearparagraph (d) of Section 2.10, Clearstream or bear the Common Depositaryapplicable legend regarding transfer restrictions applicable to the Physical Notes set forth in Section 2.02. (f) The registered holder Holder of a the Global Note may grant proxies and otherwise authorize any Personperson, including Agent Members and any Person persons that may hold beneficial interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Senior Notes. (g) The Registrar QIBs that are beneficial owners of interests in a Global Note may receive Physical Notes (which shall retain copies of all letters, notices and other written communications received pursuant to this bear the Private Placement Legend if required by Section 2.06 2.02) 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 customary procedures. The Company shall have books and records a decrease in the right to inspect and make copies principal amount of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice relevant Global Note equal to the Registrarprincipal amount of such Physical Notes and LGII shall execute and the Trustee shall authenticate and deliver one or more Physical Notes having an equal aggregate principal amount.

Book-Entry Provisions for Global Note. (a) Each If a Global Note is issued pursuant to Section 2.01, such Global Note initially shall (i) be deposited with the Common Depositary and registered in the name of the Common Depositary for such Global Note or the nominee of such Depositary, (ii) be deposited with, or on behalf of, the Depositary or its nominee with the Trustee, as custodian for the accounts of Euroclear such Depositary, and Clearstream(iii) bear legends as set forth in Section 2.02. Beneficial interests in the Notes may be held by any member Members of, or participant in Euroclear or Clearstream participants in, the Depositary (“"Agent Members”). Agent Members ") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depository Depositary, or by the Trustee or any nominee of the Common Depositary as its custodian, or under such the Global Note, and the Common Depositary may be treated by the Company, a Subsidiary GuarantorLGII, the Trustee and any agent of any of them LGII or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, a Subsidiary GuarantorLGII, the Trustee or any agent of any of them, LGII or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary or shall impair, as between the Euroclear and Clearstream Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (b) Transfers of a the Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Common Depositary, its successors or their respective nominees. Interests of beneficial owners in a the Global Note may be transferred, and transfers increasing or decreasing the aggregate principal amount of Global Notes may be conducted, only transferred in accordance with the rules and procedures of Euroclear the Depositary and Clearstreamthe provisions of Section 2.10. In addition, Certificated Physical Notes shall be transferred issued to all beneficial owners in exchange for their beneficial interests in any the Global Note under if (i) the circumstances set forth in Section 2.04(e)Depositary notifies LGII that it is unwilling or unable to continue as Depositary for the Global Note and a successor depositary is not appointed by LGII within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary. (c) Any In connection with any transfer of a portion of the beneficial interest in one the Global Note that is transferred pursuant to Section 2.09(b) to beneficial owners who are required to hold Physical Notes, the Registrar shall reflect on its books and records the date and a Person who takes delivery decrease in the form principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in one other the Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if anytransferred, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interestLGII shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount. (d) In connection with the transfer of an the entire Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.062.09(b), the Global Note shall be deemed to be surrendered to the Paying Agent Trustee for cancellation, and the Company LGII shall execute, and the Registrar Trustee shall authenticate and deliver, to each beneficial owner identified by the Common Depositary in exchange for its beneficial interest in such the Global Note an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (e) Neither Any Physical Note delivered in exchange for an interest in the Trustee nor any Agent shall have any responsibility Global Note pursuant to subsection (c) or liability for any actions taken or not taken subsection (d) of this Section shall, except as otherwise provided by Euroclearparagraph (d) of Section 2.10, Clearstream or bear the Common Depositaryapplicable legend regarding transfer restrictions applicable to the Physical Notes set forth in Section 2.02. (f) The registered holder Holder of a the Global Note may grant proxies and otherwise authorize any Personperson, including Agent Members and any Person persons that may hold beneficial interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (g) The Registrar QIBs that are beneficial owners of interests in a Global Note may receive Physical Notes (which shall retain copies of all letters, notices and other written communications received pursuant to this bear the Private Placement Legend if required by Section 2.06 2.02) 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 customary procedures. The Company shall have books and records a decrease in the right to inspect and make copies principal amount of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice relevant Global Note equal to the Registrarprincipal amount of such Physical Notes and LGII shall execute and the Trustee shall authenticate and deliver one or more Physical Notes having an equal aggregate principal amount.

Book-Entry Provisions for Global Note. (a) Each Global Note initially shall be deposited with the Common Depositary and registered in the name of the Common Depositary or its nominee for the accounts of Euroclear and Clearstream. Beneficial interests in the Notes may be held by any member Members of, or participant in Euroclear or Clearstream participants in, the Depositary (“"Agent Members”). Agent Members ") ------------- shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depository or by the Trustee or any nominee of the Common Depositary or under such the Global Note, and the Common Depositary may be treated by the Company, a Subsidiary Guarantor, the Trustee and any agent of any of them the Company or the Trustee as the absolute owner of such the Global Note for all purposes whatsoever. Any Holder of the Global Note shall, by acceptance of such Global Note, agree that the transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by the Depositary (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book-entry system. Notwithstanding the foregoing, nothing herein shall prevent the Company, a Subsidiary Guarantor, the Trustee or any an agent of any of them, the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary or impair, as between the Euroclear and Clearstream Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (b) Transfers Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for individual Notes represented thereby, a Global Note shall representing all or a portion of the Notes may not be limited transferred except as a whole by the Depositary to transfers a nominee of such Global Note in whole, but not in part, Depositary or by a nominee of such Depositary to the Common such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary, its successors or their respective nominees. Interests of beneficial owners in a the Global Note Notes (each an "Interest") may be transferred, and transfers increasing transferred -------- to one beneficial owner or decreasing the aggregate principal amount of Global to another Agent Member or exchanged for definitive Notes may be conducted, only in accordance with the rules and procedures of Euroclear the Depositary and Clearstreamthe provisions of this Indenture. In addition, Certificated definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in Global Notes if (i) the Depositary for the Notes notifies the Company that the Depositary is unwilling or unable to continue as Depositary for the Global Notes or is no longer eligible to serve as Depositary pursuant to the terms of this Indenture and a successor Depositary is not appointed by the Company within 90 days after delivery of such notice; (ii) the Company, at its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of definitive Notes under this Indenture; or (iii) there shall have occurred and be continuing a Default or an Event of Default with respect to any Notes represented by the Global Notes; and the Trustee shall, upon receipt of a Company Order in accordance with Section 3.4, authenticate and deliver, definitive Notes in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes. If specified by the Company pursuant to Section 3.4, the Depositary may surrender a Global Note under in exchange in whole or in part for Notes of like tenor and terms and in definitive form on such terms as are acceptable to the circumstances set forth in Section 2.04(e)Company, the Trustee and the Depositary. (c) Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in one other Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in 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 the transfer of an entire Global Note Notes to beneficial owners pursuant to the third sentence of paragraph (b) of this Section 2.06Section, the Global Note Notes shall be deemed to be surrendered to the Paying Agent Trustee for cancellation, and the Company shall execute, execute and the Registrar Trustee upon receipt of a Company Order for the authentication and delivery of definitive Notes shall authenticate and deliver, without service charge: (i) to the Depositary or to each beneficial owner identified Person specified by the Common such Depositary a new Note or Notes of like tenor and terms and of any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for its such Person's beneficial interest in the Global Note; and (ii) to such Depositary a new Global Note of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Note and the aggregate principal amount of Certificated Notes delivered to Holders thereof. Notwithstanding any other provision of authorized denominationsthis Indenture, any Note authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, any Global Note shall also be a Global Note and shall bear the legend specified in Section 2.4 except for any Note authenticated and delivered in exchange for, or upon registration of transfer of, a Global Note pursuant to the preceding sentence. (e) Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by Euroclear, Clearstream or the Common Depositary. (fd) The registered holder Holder of a any Global Note may grant proxies and otherwise authorize any Personperson, including Agent Members and any Person persons that may hold beneficial interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (ge) The Registrar Upon the exchange of a Global Note in its entirety for Notes in definitive form, such Global Note shall retain copies of all lettersbe canceled by the Trustee. (f) Notwithstanding anything herein to the contrary, notices and if at any time the Depositary for the Notes notifies the Company that it is unwilling or unable to continue as a Depositary for the Notes or if at any time the Depositary for the Notes shall no longer be registered or in good standing under the Exchange Act, or other written communications received pursuant to this Section 2.06 in accordance with its customary procedures. The applicable statute or regulation, the Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice appoint a successor Depositary with respect to the RegistrarNotes. If a successor Depositary for the Notes is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, the Company will execute, and the Trustee, upon Company Request, will authenticate and deliver Notes in definitive form in an aggregate principal amount equal to the principal amount of the Global Note or Global Notes representing Notes in exchange for such Global Note or Global Notes.

Book-Entry Provisions for Global Note. (a) Each The Global Note initially shall (i) be deposited with the Common Depositary and registered in the name of the Common Depositary for such Global Note or its the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for the accounts of Euroclear such Depositary and Clearstream(iii) bear legends as set forth in Section 2.1(d). Beneficial interests in the Notes may be held by any member Members of, or participant in Euroclear or Clearstream participants in, the Depositary (“"Agent Members”). Agent Members ") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depository Depositary, or by the Trustee or any nominee of the Common Depositary as its custodian, or under such the Global Note, and the Common Depositary may be treated by the Company, a Subsidiary GuarantorCorporation, the Trustee and any agent of any of them the Corporation or the Trustee as the absolute owner of such Global Note Note, for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, a Subsidiary GuarantorCorporation, the Trustee or any agent of any of themthe Corporation or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary or impair, as between the Euroclear and Clearstream Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder holder of a beneficial interest in any Global NoteSecurity. (b) Transfers of a the Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Common Depositary, its successors or their respective nominees. Interests of beneficial owners Beneficial interests in a the Global Note may be transferred, and transfers increasing or decreasing the aggregate principal amount of Global Notes may be conducted, only transferred in accordance with the applicable rules and procedures of Euroclear the Depositary and Clearstreamthe provisions of Section 2.9 hereof. In addition, Certificated Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in any the Global Note under if (i) the circumstances set forth in Section 2.04(e)Depositary notifies the Corporation that it is unwilling or unable to continue as Depositary for the Global Note and a successor depositary is not appointed by the Corporation within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary to make such transfer. (c) Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in one other Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in 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[Intentionally omitted.] (d) In connection with the any transfer of an entire Global Note a beneficial interest to beneficial owners a transferee receiving Physical Notes pursuant to paragraph (b) of this Section 2.062.8, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Corporation shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount. (e) In connection with the transfer of the entire Global Note to beneficial owners receiving Physical Notes pursuant to paragraph (b) of this Section 2.8, the Global Note shall be deemed to be surrendered to the Paying Agent Trustee for cancellation, and the Company Corporation shall execute, and the Registrar Trustee shall authenticate and deliver, to each beneficial owner identified by the Common Depositary in exchange for its beneficial interest in such the Global Note an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (ef) Neither Any Physical Note delivered in exchange for an interest in the Trustee nor any Agent shall have any responsibility Global Note pursuant to paragraph (b) or liability for any actions taken or not taken (d) of this Section 2.8 shall, except as otherwise provided by Euroclearparagraph (c) of Section 2.9, Clearstream or bear the Common Depositarylegend regarding transfer restrictions applicable to the Physical Note set forth in Section 2.1(d). (fg) [Intentionally omitted.] (h) The registered holder of a the Global Note may grant proxies and otherwise authorize any Personperson, including Agent Members and any Person persons that may hold beneficial interests through Agent Members, to take any action which a Holder such holder is entitled to take under this Indenture or the NotesSecurities. (g) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.06 in accordance with its customary procedures. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

Book-Entry Provisions for Global Note. (a) Each The Global Note Notes initially shall (i) be deposited with the Common Depositary and registered in the name of the Common Depositary Depository or its the nominee of such Depository, (ii) be delivered to the Trustee as custodian for the accounts of Euroclear such Depository and Clearstream(iii) bear legends as set forth in Section 2.15. Beneficial interests in the Notes may be held by any member Members of, or participant in Euroclear or Clearstream participants in, the Depository (“Agent Members”). Agent Members ) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depository Depository, or by the Trustee or any nominee of the Common Depositary as its custodian, or under such the Global NoteNotes, and the Common Depositary Depository may be treated by the Company, a Subsidiary GuarantorIssuer, the Trustee and any agent Agent of any of them the Issuer or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, a Subsidiary GuarantorIssuer, the Trustee or any agent Agent of any of them, the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary Depository or impair, as between the Euroclear and Clearstream Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Common DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a Global Note may be transferred, and transfers increasing transferred or decreasing the aggregate principal amount of Global exchanged for Physical Notes may be conducted, only in accordance with the rules and procedures of Euroclear the Depository and Clearstreamthe provisions of Section 2.17. In addition, Certificated Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in any a Global Note under if (i) the circumstances set forth in Section 2.04(e)Depository notifies the Issuer that it is unwilling or unable to continue as Depository for the Global Notes and a successor depositary is not appointed by the Issuer within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depository to issue Physical Notes. (c) Any In connection with any transfer or exchange of a portion of the beneficial interest in one a Global Note that is transferred to beneficial owners pursuant to paragraph (b), the Registrar shall (if one or more Physical Notes are to be issued) reflect on its books and records the date and a Person who takes delivery decrease in the form principal amount of an interest in one other Global Note will, upon transfer, cease to be an interest in such Global Note and become in an amount equal to the principal amount of the beneficial interest in such other the Global Note and, accordingly, will thereafter to be subject to all transfer restrictions, if anytransferred, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interestthe Issuer shall execute, the Guarantors shall execute Guarantees on and the Subordinated Guarantor shall execute a Subordinated Guarantee thereon, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount. (d) In connection with the transfer of an entire Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.06), the such Global Note shall be deemed to be surrendered to the Paying Agent Trustee for cancellation, and the Company Issuer shall execute, the Guarantors shall execute Guarantees on and the Registrar Subordinated Guarantor shall execute a Subordinated Guarantee thereon and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Common Depositary Depository in exchange for its beneficial interest in such the Global Note Note, an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (e) Neither Any Physical Note constituting a Restricted Security delivered in exchange for an interest in a Global Note pursuant to paragraph (b) or (c) shall, except as otherwise provided by paragraphs (a)(i)(x) and (c) of Section 2.17, bear the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by Euroclear, Clearstream or legend regarding transfer restrictions applicable to the Common DepositaryPhysical Notes set forth in Section 2.15. (f) The registered holder Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and any Person Persons that may hold beneficial interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (g) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.06 in accordance with its customary procedures. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

Book-Entry Provisions for Global Note. (a) Each Global The Notes will be issued in the form of a fully registered global Note. The global Note initially shall will be deposited with with, or on behalf of, The Depository Trust Company (the Common Depositary "Depository") and registered in the name of Cede & Co., as nominee of the Common Depositary or its nominee for the accounts of Euroclear and ClearstreamDepositary. Beneficial interests in the Notes may be held by any member Members of, or participant in Euroclear or Clearstream participants in, the Depository (“"Agent Members”). Agent Members ") shall have no rights under this Indenture with respect to any Global global Note held on their behalf by the Common Depository Depository, or by the Trustee or any nominee of the Common Depositary as its custodian, or under such Global the global Note, and the Common Depositary Depository, or its nominee, may be treated by the Company, a Subsidiary Guarantor, the Trustee and any agent of any of them the Company or the Trustee as the absolute owner of such Global the global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, a Subsidiary Guarantor, the Trustee or any agent of any of them, the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary Depository or impair, as between the Euroclear and Clearstream Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (b) Transfers of a Global any global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Common DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a Global the global Note may be transferred, and transfers increasing transferred or decreasing the aggregate principal amount of Global exchanged for definitive Notes may be conducted, only in accordance with the rules and procedures of Euroclear and Clearstreamthe Depository. In addition, Certificated definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in any Global a global Note under if (i) the circumstances set forth in Section 2.04(e)Depository notifies the Company that it is unwilling or unable to continue as Depository for the global Note and a successor depository is not appointed by the Company within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depository to issue definitive Notes. (c) Any In connection with any transfer or exchange of a portion of the beneficial interest in any global Note to beneficial owners pursuant to paragraph (b), the Registrar shall (if one Global Note that is transferred or more definitive Notes are to be issued) reflect on its books and records the date and a Person who takes delivery decrease in the form principal amount of the global Note in an amount equal to the principal amount of the beneficial interest in one other Global the global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if anytransferred, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interestthe Company shall execute, and the Trustee shall authenticate and deliver, one or more definitive Notes of like tenor and amount. (d) In connection with the transfer of an entire Global global Note to beneficial owners pursuant to paragraph (b) of this Section 2.06), the Global global Note shall be deemed to be surrendered to the Paying Agent Trustee for cancellation, and the Company shall execute, and the Registrar Trustee shall authenticate and deliver, to each beneficial owner identified by the Common Depositary Depository in exchange for its beneficial interest in such Global Note the global Note, an equal aggregate principal amount of Certificated definitive Notes of authorized denominations. (e) Neither the Trustee nor The Holder of any Agent shall have any responsibility or liability for any actions taken or not taken by Euroclear, Clearstream or the Common Depositary. (f) The registered holder of a Global global Note may grant proxies and otherwise authorize any Personperson, including Agent Members and any Person persons that may hold beneficial interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (g) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.06 in accordance with its customary procedures. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

Book-Entry Provisions for Global Note. (a) Each The Global Note initially shall (i) be deposited with the Common Depositary and registered in the name of the Common Depositary Depository or its the nominee of such Depository, (ii) be delivered to the Trustee as custodian for the accounts of Euroclear such Depository and Clearstream(iii) bear legends as set forth in Section 2.15. Beneficial interests in the Notes may be held by any member Members of, or participant in Euroclear or Clearstream participants in, the Depository (“"Agent Members”). Agent Members ") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depository Depository, or by the Trustee or any nominee of the Common Depositary as its custodian, or under such the Global Note, and the Common Depositary Depository may be treated by the Company, a Subsidiary Guarantor, the Trustee and any agent of any of them the Company or the Trustee as the absolute owner of such the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, a Subsidiary Guarantor, the Trustee or any agent of any of them, the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary Depository or impair, as between the Euroclear and Clearstream Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. (b) Transfers of a the Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Common DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a the Global Note may be transferred, and transfers increasing transferred or decreasing the aggregate principal amount of Global exchanged for Physical Notes may be conducted, only in accordance with the rules and procedures of Euroclear the Depository and Clearstreamthe provisions of Section 2.17. In addition, Certificated Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in any the Global Note under if (i) the circumstances set forth in Section 2.04(e)Depository notifies the Company that it is unwilling or unable to continue as Depository for the Global Note and a successor Depository is not appointed by the Company within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depository to issue Physical Notes. (c) Any In connection with any transfer or exchange of a portion of the beneficial interest in one the Global Note that is transferred to beneficial owners pursuant to paragraph (b) of this Section 2.16, the Registrar shall (if one or more Physical Notes are to be issued) reflect on its books and records the date and a Person who takes delivery decrease in the form principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in one other the Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if anytransferred, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interestthe Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount. (d) In connection with the transfer of an the entire Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.062.16, the Global Note shall be deemed to be surrendered to the Paying Agent Trustee for cancellation, and the Company shall execute, and the Registrar Trustee shall authenticate and deliver, to each beneficial owner identified by the Common Depositary Depository in exchange for its beneficial interest in such the Global Note Note, an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (e) Neither Any Physical Note constituting a Restricted Security delivered in exchange for an interest in the Trustee nor any Agent shall have any responsibility Global Note pursuant to paragraph (b) or liability for any actions taken or not taken (c) shall, except as otherwise provided by Euroclearparagraphs (a)(i)(x) and (c) of Section 2.17, Clearstream or bear the Common Depositarylegend regarding transfer restrictions applicable to the Physical Notes set forth in Section 2.15. (f) The registered holder Holder of a the Global Note may grant proxies and otherwise authorize any Personperson, including Agent Members and any Person persons that may hold beneficial interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (g) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.06 in accordance with its customary procedures. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

Book-Entry Provisions for Global Note. (a) Each The Global Note initially shall (i) be deposited with the Common Depositary and registered in the name of the Common Depositary Depository or its the nominee of such Depository, (ii) be delivered to the Trustee as custodian for the accounts of Euroclear such Depository and Clearstream(iii) bear legends as set forth in Section 2.15. Beneficial interests in the Notes may be held by any member Members of, or participant in Euroclear or Clearstream participants in, the Depository (“"Agent Members”). Agent Members ") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depository Depository, or by the Trustee or any nominee of the Common Depositary as its custodian, or under such the Global Note, and the Common Depositary Depository may be treated by the Company, a Subsidiary GuarantorIssuers, the Trustee and any agent of any of them the Issuers or the Trustee as the absolute owner of such the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, a Subsidiary GuarantorIssuers, the Trustee or any agent of any of them, the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary Depository or impair, as between the Euroclear and Clearstream Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (b) Transfers of a the Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Common DepositaryDepository, its successors or their respective nominees. Interests Interest of beneficial owners in a the Global Note may be transferred, and transfers increasing transferred or decreasing the aggregate principal amount of Global exchanged for Physical Notes may be conducted, only in accordance with the rules and procedures of Euroclear the Depository and Clearstreamthe provisions of Section 2.17. In addition, Certificated Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in any Global Note under the circumstances set forth in Section 2.04(e).exchange (c) Any In connection with any transfer or exchange of a portion of the beneficial interest in one the Global Note that is transferred to beneficial owners pursuant to paragraph (b) above, the Registrar shall (if one or more Physical Notes are to be issued) reflect on its books and records the date and a Person who takes delivery decrease in the form principal amount of an the beneficial interest in one other the Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if anytransferred, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interestthe Issuers shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount. (d) In connection with the transfer of an the entire Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.06), the Global Note shall be deemed to be surrendered to the Paying Agent Trustee for cancellation, and the Company Issuers shall execute, and the Registrar Trustee shall authenticate and deliver, to each beneficial owner identified by the Common Depositary Depository in exchange for its beneficial interest in such the Global Note Note, an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (e) Neither Any Physical Note constituting a Restricted Security delivered in exchange for an interest in the Trustee nor any Agent shall have any responsibility Global Note pursuant to paragraph (b) or liability for any actions taken or not taken (c) above shall, except as otherwise provided by Euroclearparagraphs (a)(i)(x) and (c) of Section 2.17, Clearstream or bear the Common DepositaryPrivate Placement Legend. (f) The registered holder Holder of a the Global Note may grant proxies and otherwise authorize any Person, including Agent Members and any Person Persons that may hold beneficial interests through Agent Members, to take any action which a Holder Noteholder is entitled to take under this Indenture or the Notes. (g) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.06 in accordance with its customary procedures. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

Book-Entry Provisions for Global Note. (a) Each The Global Note initially shall (i) be deposited with the Common Depositary and registered in the name of the Common Depositary for such Global Note or the nominee of such Depositary, (ii) be deposited with, or on behalf of, the Depositary or its nominee with the Trustee, as custodian for the accounts of Euroclear such Depositary, and Clearstream(iii) bear legends as set forth in Section 2.02. Beneficial interests in the Notes may be held by any member Members of, or participant in Euroclear or Clearstream participants in, the Depositary (“"Agent Members”). Agent Members ") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depository Depositary, or by the Trustee or any nominee of the Common Depositary as its custodian, or under such the Global Note, and the Common Depositary may be treated by the Company, a Subsidiary GuarantorLGII, the Trustee and any agent of any of them LGII or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, a Subsidiary GuarantorLGII, the Trustee or any agent of any of them, LGII or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary or shall impair, as between the Euroclear and Clearstream Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of a beneficial interest in any Global Senior Note. (b) Transfers of a the Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Common Depositary, its successors or their respective nominees. Interests of beneficial owners in a the Global Note may be transferred, and transfers increasing or decreasing the aggregate principal amount of Global Notes may be conducted, only transferred in accordance with the rules and procedures of Euroclear the Depositary and Clearstreamthe provisions of Section 2.10. In addition, Certificated Physical Notes shall be transferred issued to all beneficial owners in exchange for their beneficial interests in any the Global Note under if (i) the circumstances set forth in Section 2.04(e)Depositary notifies LGII that it is unwilling or unable to continue as Depositary for the Global Note and a successor depositary is not appointed by LGII within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary. (c) Any In connection with any transfer of a portion of the beneficial interest in one the Global Note that is transferred pursuant to Section 2.09(b) to beneficial owners who are required to hold Physical Notes, the Registrar shall reflect on its books and records the date and a Person who takes delivery decrease in the form principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in one other the Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if anytransferred, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interestLGII shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount. (d) In connection with the transfer of an the entire Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.062.09(b), the Global Note shall be deemed to be surrendered to the Paying Agent Trustee for cancellation, and the Company LGII shall execute, and the Registrar Trustee shall authenticate and deliver, to each beneficial owner identified by the Common Depositary in exchange for its beneficial interest in such the Global Note an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (e) Neither Any Physical Note delivered in exchange for an interest in the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by Euroclear, Clearstream or the Common Depositary. (f) The registered holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and any Person that may hold beneficial interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (g) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to subsection (c) or subsection (d) of this Section 2.06 in accordance with its customary procedures. The Company shall have the right to inspect and make copies shall, except as otherwise provided by paragraph (d) of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.Section

Book-Entry Provisions for Global Note. (a) Each The Global Note initially shall (i) be deposited with the Common Depositary and registered in the name of the Common Depositary or its the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for the accounts of Euroclear such Depositary and Clearstream. Beneficial interests (iii) bear legends as set forth in the Notes may be held by any member EXHIBIT B. Members of, or participant in Euroclear or Clearstream participants in, the Depositary (“Agent Members”). Agent Members "AGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depository Depositary, or by the Trustee or any nominee of the Common Depositary as its custodian, or under such the Global Note, and the Common Depositary may be treated by the Company, a Subsidiary Guarantor, the Trustee and any agent of any of them the Company or the Trustee as the absolute owner of such the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, a Subsidiary Guarantor, the Trustee or any agent of any of them, the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary or impair, as between the Euroclear and Clearstream Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. (b) Transfers of a the Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Common Depositary, its successors or their respective nominees. Interests of beneficial owners in a the Global Note may be transferred, and transfers increasing transferred or decreasing the aggregate principal amount of Global exchanged for Physical Notes may be conducted, only in accordance with the rules and procedures of Euroclear the Depositary and Clearstreamthe provisions of Section 2.16. In addition, Certificated Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in any the Global Note under if (i) the circumstances set forth in Section 2.04(e)Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Note and a successor depositary is not appointed by the Company within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary to issue Physical Notes. (c) Any In connection with any transfer or exchange of a portion of the beneficial interest in one the Global Note that is transferred to beneficial owners pursuant to paragraph (b), the Registrar shall (if one or more Physical Notes are to be issued) reflect on its books and records the date and a Person who takes delivery decrease in the form principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in one other the Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if anytransferred, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interestthe Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount. (d) In connection with the transfer of an the entire Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.06), the Global Note shall be deemed to be surrendered to the Paying Agent Trustee for cancellation, and the Company shall execute, and the Registrar Trustee shall authenticate and deliver, to each beneficial owner identified by the Common Depositary in exchange for its beneficial interest in such the Global Note Note, an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (e) Neither Any Physical Note constituting a Restricted Security delivered in exchange for an interest in the Trustee nor any Agent shall have any responsibility Global Note pursuant to paragraph (b) or liability for any actions taken or not taken (c) shall, except as otherwise provided by Euroclearparagraphs (a)(i)(x) and (c) of Section 2.16, Clearstream or bear the Common Depositary.legend regarding transfer restrictions applicable to the Physical Notes set forth in EXHIBIT A. (f) The registered holder Holder of a the Global Note may grant proxies and otherwise authorize any Personperson, including Agent Members and any Person persons that may hold beneficial interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (g) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.06 in accordance with its customary procedures. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

Book-Entry Provisions for Global Note. (a) Each The Global Note initially shall (i) be deposited with the Common Depositary and registered in the name of the Common Depositary Depository or its the nominee of such Depository, (ii) be delivered to the Registrar as custodian for the accounts of Euroclear such Depository and Clearstream(iii) bear legends as set forth in Section 2.15. Beneficial interests in the Notes may be held by any member Members of, or participant in Euroclear or Clearstream participants in, the Depository (“"Agent Members”). Agent Members ") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depository Depository, or by the Trustee or any nominee of the Common Depositary Registrar as its custodian, or under such the Global Note, and the Common Depositary Depository may be treated by the Company, a Subsidiary Guarantorthe Trustee, the Trustee each Agent and any agent of the Company, the Trustee or any of them Agent as the absolute owner of such the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, a Subsidiary Guarantorthe Trustee, each Agent or any agent of the Company, the Trustee or any agent of any of them, Agent from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary Depository or impair, as between the Euroclear and Clearstream Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. (b) Transfers of a the Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Common DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a the Global Note may be transferred, and transfers increasing transferred or decreasing the aggregate principal amount of Global exchanged for Physical Notes may be conducted, only in accordance with the rules and procedures of Euroclear the Depository and Clearstreamthe provisions of Section 2.17. In addition, Certificated Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in any the Global Note under only if (i) the circumstances set forth in Section 2.04(e)Depository notifies the Company that it is unwilling or unable to continue as Depository for the Global Note and a successor depositary is not appointed by the Company within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depository to issue Physical Notes. (c) Any In connection with any transfer or exchange of a portion of the beneficial interest in one the Global Note that is transferred to beneficial owners pursuant to paragraph (b), the Registrar shall (if one or more Physical Notes are to be issued) reflect on its books and records the date and a Person who takes delivery decrease in the form principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in one other the Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if anytransferred, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interestthe Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount. (d) In connection with the transfer of an the entire Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.06), the Global Note shall be deemed to be surrendered to the Paying Agent Registrar for cancellation, and the Company shall execute, and the Registrar Trustee shall authenticate and deliver, to each beneficial owner identified by the Common Depositary Depository in exchange for its beneficial interest in such the Global Note Note, an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (e) Neither Any Physical Note constituting a Restricted Security delivered in exchange for an interest in the Trustee nor any Agent shall have any responsibility Global Note pursuant to paragraph (b) or liability for any actions taken or not taken (c) shall, except as otherwise provided by Euroclearparagraphs (a)(i)(x) and (c) of Section 2.17, Clearstream or bear the Common Depositarylegend regarding transfer restrictions applicable to the Physical Notes set forth in Section 2.15. (f) The registered holder Holder of a the Global Note may grant proxies and otherwise authorize any Person, including Agent Members and any Person Persons that may hold beneficial interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (g) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.06 in accordance with its customary procedures. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

Book-Entry Provisions for Global Note. (a) Each The Global Note initially shall (i) be deposited with the Common Depositary and registered in the name of the Common Depositary for such Global Note or the nominee of such Depositary, (ii) be deposited with, or on behalf of, the Depositary or its nominee with the Trustee, as custodian for the accounts of Euroclear such Depositary, and Clearstream(iii) bear a legend as set forth in Section 2.02. Beneficial interests in the Notes may be held by any member Members of, or participant in Euroclear or Clearstream participants in, the Depositary (“Agent Members”). Agent Members "AGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depository Depositary, or by the Trustee or any nominee of the Common Depositary as its custodian, or under such the Global Note, and the Common Depositary may be treated by the Company, a Subsidiary GuarantorAlderwoods, the Trustee and any agent of any of them Alderwoods or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, a Subsidiary GuarantorAlderwoods, the Trustee or any agent of any of them, Alderwoods or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary or shall impair, as between the Euroclear and Clearstream Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of a beneficial interest in any Global Five-Year Note. (b) Transfers of a the Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Common Depositary, its successors or their respective nominees. Interests of beneficial owners in a the Global Note may be transferred, and transfers increasing or decreasing the aggregate principal amount of Global Notes may be conducted, only transferred in accordance with the rules and procedures of Euroclear and Clearstreamthe Depositary. In addition, Certificated Physical Notes shall be transferred issued to all beneficial owners in exchange for their beneficial interests in any the Global Note under if (i) the circumstances set forth in Section 2.04(e)Depositary notifies Alderwoods that it is unwilling or unable to continue as Depositary for the Global Note and a successor depositary is not appointed by Alderwoods within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request for such exchange from the Depositary. (c) Any In connection with any transfer of a portion of the beneficial interest in one the Global Note that is transferred pursuant to Section 2.09(b) to beneficial owners who are required to hold Physical Notes, the Registrar shall reflect on its books and records the date and a Person who takes delivery decrease in the form principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in one other the Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if anytransferred, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interestAlderwoods shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount. (d) In connection with the transfer of an the entire Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.062.09(b), the Global Note shall be deemed to be surrendered to the Paying Agent Trustee for cancellation, and the Company Alderwoods shall execute, and the Registrar Trustee shall authenticate and deliver, to each beneficial owner identified by the Common Depositary in exchange for its beneficial interest in such the Global Note an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (e) Neither The Holder of the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by Euroclear, Clearstream or the Common Depositary. (f) The registered holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and any Person Persons that may hold beneficial interests through Agent Members, to take any action which that a Holder is entitled to take under this Indenture or the Five-Year Notes. (gf) The Registrar Any beneficial owner of interests in a Global Note may request, and upon request shall retain copies of all lettersbe issued, notices and other written communications received pursuant to this Section 2.06 Physical Notes 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 customary procedures. The Company shall have books and records a decrease in the right to inspect and make copies principal amount of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice relevant Global Note equal to the Registrarprincipal amount of such Physical Notes and Alderwoods shall execute and the Trustee shall authenticate and deliver one or more Physical Notes having an equal aggregate principal amount.

Book-Entry Provisions for Global Note. (a) Each Global The Notes will be issued in the form of a fully registered global Note. The global Note initially shall will be deposited with with, or on behalf of, The Depository Trust Company (the Common Depositary "Depository") and registered in the name of Cede & Co., as nominee of the Common Depositary or its nominee for the accounts of Euroclear and ClearstreamDepositary. Beneficial interests in the Notes may be held by any member Members of, or participant in Euroclear or Clearstream participants in, the Depository (“"Agent Members”). Agent Members ") shall have no rights under this Indenture with respect to any Global global Note held on their behalf by the Common Depository Depository, or by the Trustee or any nominee of the Common Depositary as its custodian, or under such Global the global Note, and the Common Depositary Depository may be treated by the Company, a Subsidiary Guarantor, the Trustee and any agent of any of them the Company or the Trustee as the absolute owner of such Global the global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, a Subsidiary Guarantor, the Trustee or any agent of any of them, the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary Depository or impair, as between the Euroclear and Clearstream Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (b) Transfers of a Global any global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Common DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a Global the global Note may be transferred, and transfers increasing transferred or decreasing the aggregate principal amount of Global exchanged for definitive Notes may be conducted, only in accordance with the rules and procedures of Euroclear and Clearstreamthe Depository. In addition, Certificated definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in any Global a global Note under if (i) the circumstances set forth in Section 2.04(e)Depository notifies the Company that it is unwilling or unable to continue as Depository for the global Note and a successor depository is not appointed by the Company within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depository to issue definitive Notes. (c) Any In connection with any transfer or exchange of a portion of the beneficial interest in any global Note to beneficial owners pursuant to paragraph (b), the Registrar shall (if one Global Note that is transferred or more definitive Notes are to be issued) reflect on its books and records the date and a Person who takes delivery decrease in the form principal amount of the global Note in an amount equal to the principal amount of the beneficial interest in one other Global the global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if anytransferred, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interestthe Company shall execute, and the Trustee shall authenticate and deliver, one or more definitive Notes of like tenor and amount. (d) In connection with the transfer of an entire Global global Note to beneficial owners pursuant to paragraph (b) of this Section 2.06), the Global global Note shall be deemed to be surrendered to the Paying Agent Trustee for cancellation, and the Company shall execute, and the Registrar Trustee shall authenticate and deliver, to each beneficial owner identified by the Common Depositary Depository in exchange for its beneficial interest in such Global Note the global Note, an equal aggregate principal amount of Certificated definitive Notes of authorized denominations. (e) Neither the Trustee nor The Holder of any Agent shall have any responsibility or liability for any actions taken or not taken by Euroclear, Clearstream or the Common Depositary. (f) The registered holder of a Global global Note may grant proxies and otherwise authorize any Personperson, including Agent Members and any Person persons that may hold beneficial interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (g) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.06 in accordance with its customary procedures. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

Book-Entry Provisions for Global Note. (a) Each The Global Note Notes initially shall (i) be deposited with the Common Depositary and registered in the name of the Common Depositary Depository or its the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository, and (iii) bear the accounts of Euroclear and Clearstream. Beneficial interests legend as set forth in the Notes may be held by any member Exhibit C. Members of, or participant in Euroclear or Clearstream participants in, the Depository (“"Agent Members”). Agent Members ") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depository Depository, or by the Trustee or any nominee of the Common Depositary as its custodian, or under such the Global NoteNotes, and the Common Depositary Depository may be treated by the Company, a Subsidiary Guarantor, the Trustee and any agent Agent of any of them 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, a Subsidiary Guarantor, the Trustee or any agent Agent of any of them, the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary Depository or impair, as between the Euroclear and Clearstream Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Common DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a Global Note may be transferred, and transfers increasing transferred or decreasing the aggregate principal amount of Global exchanged for Physical Notes may be conducted, only in accordance with the rules and procedures of Euroclear the Depository and Clearstreamthe provisions of Section 2.17. In addition, Certificated Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in any a Global Note under if (i) the circumstances set forth in Section 2.04(e)Depository notifies the Company that it is unwilling or unable to continue as Depository for the Global Notes and a successor depository is not appointed by the Company within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depository to issue Physical Notes. (c) Any In connection with any transfer or exchange of a portion of the beneficial interest in one a Global Note that is transferred to beneficial owners pursuant to paragraph (b), the Registrar shall (if one or more Physical Notes are to be issued) reflect on its books and records the date and a Person who takes delivery decrease in the form principal amount of an interest in one other Global Note will, upon transfer, cease to be an interest in such Global Note and become in an amount equal to the principal amount of the beneficial interest in such other the Global Note and, accordingly, will thereafter to be subject to all transfer restrictions, if anytransferred, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interestthe Company shall execute, the Guarantors shall execute Guarantees on, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount. (d) In connection with the transfer of an entire Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.062.16, the such Global Note shall be deemed to be surrendered to the Paying Agent Trustee for cancellation, and the Company shall execute, the Guarantors shall execute Guarantees on and the Registrar Trustee shall authenticate and deliver, to each beneficial owner identified by the Common Depositary Depository in exchange for its beneficial interest in such the Global Note Note, an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (e) Neither Any Physical Note constituting a Restricted Security delivered in exchange for an interest in a Global Note pursuant to paragraph (b) or (c) of this Section 2.16 shall, except as otherwise provided by paragraphs (d) and (f) of Section 2.17, bear the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by Euroclear, Clearstream or the Common DepositaryPrivate Placement Legend. (f) The registered holder Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and any Person Persons that may hold beneficial interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (g) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.06 in accordance with its customary procedures. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

Book-Entry Provisions for Global Note. (a) Each The Global Note Notes initially shall (i) be deposited with the Common Depositary and registered in the name of the Common Depositary Depository or its the nominee of such Depository, (ii) be delivered to the Trustee as custodian for the accounts of Euroclear such Depository and Clearstream. Beneficial interests (iii) bear legends as set forth in the Notes may be held by any member penultimate and last paragraphs of Section 2.15. Members of, or participant in Euroclear or Clearstream participants in, the Depository (“"Agent Members”). Agent Members ") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depository Depository, or by the Trustee or any nominee of the Common Depositary as its custodian, or under such the Global Note, and the Common Depositary Depository may be treated by the Company, a Subsidiary GuarantorIssuer, the Trustee and any agent Agent of any of them the Issuer or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, a Subsidiary GuarantorIssuer, the Trustee or any agent Agent of any of them, the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary Depository or impair, as between the Euroclear and Clearstream Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Common DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a Global Note may be transferred, and transfers increasing transferred or decreasing the aggregate principal amount of Global exchanged for Physical Notes may be conducted, only in accordance with the rules and procedures of Euroclear the Depository and Clearstreamthe provisions of Section 2.17. In addition, Certificated Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in any a Global Note under if (i) the circumstances set forth in Section 2.04(e)Depository notifies the Issuer that it is unwilling or unable to continue as Depository for the Global Notes and a successor depositary is not appointed by the Issuer within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depository to issue Physical Notes. (c) Any In connection with any transfer or exchange of a portion of the beneficial interest in one a Global Note that is transferred to beneficial owners pursuant to paragraph (b), the Registrar shall (if one or more Physical Notes are to be issued) reflect on its books and records the date and a Person who takes delivery decrease in the form principal amount of an interest in one other Global Note will, upon transfer, cease to be an interest in such Global Note and become in an amount equal to the principal amount of the beneficial interest in such other the Global Note and, accordingly, will thereafter to be subject to all transfer restrictions, if anytransferred, and other procedures applicable to beneficial interests in such other Global Note the Issuer shall execute, the Guarantors shall execute Guarantees on, and the Trustee shall authenticate and 54 -45- make available for as long as it remains such an interestdelivery, one or more Physical Notes of like tenor and amount. (d) In connection with the transfer of an entire Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.06), the such Global Note shall be deemed to be surrendered to the Paying Agent Trustee for cancellation, and the Company Issuer shall execute, the Guarantors shall execute Guarantees on and the Registrar Trustee shall authenticate and delivermake available for delivery, to each beneficial owner identified by the Common Depositary Depository in exchange for its beneficial interest in such the Global Note Note, an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (e) Neither Any Physical Note constituting a Restricted Security delivered in exchange for an interest in a Global Note pursuant to paragraph (b) or (c) shall, except as otherwise provided by paragraphs (a)(i)(x) and (c) of Section 2.17, bear the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by Euroclear, Clearstream or legend regarding transfer restrictions applicable to the Common DepositaryPhysical Notes set forth in Section 2.15. (f) The registered holder Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and any Person Persons that may hold beneficial interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (g) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.06 in accordance with its customary procedures. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

Book-Entry Provisions for Global Note. (a) Each The Global Note initially shall (i) be deposited with the Common Depositary and registered in the name of the Common Depositary Depository or its the nominee of such Depository, (ii) be delivered to the Trustee as custodian for the accounts of Euroclear such Depository and Clearstream. Beneficial interests (iii) bear legends as set forth in the Notes may be held by any member Exhibit B. Members of, or participant in Euroclear or Clearstream participants in, the Depository (“"Agent Members”). Agent Members ") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depository Depository, or by the Trustee or any nominee of the Common Depositary as its custodian, or under such the Global Note, and the Common Depositary Depository may be treated by the Company, a Subsidiary Guarantor, the Trustee and any agent of any of them the Company or the Trustee as the absolute owner of such the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, a Subsidiary Guarantor, the Trustee or any agent of any of them, from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary or impair, as between the Euroclear and Clearstream and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of a beneficial interest in any Global Note., (b) Transfers of a the Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Common DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a the Global Note may be transferred, and transfers increasing transferred or decreasing the aggregate principal amount of Global exchanged for Physical Notes may be conducted, only in accordance with the rules and procedures of Euroclear the Depository and Clearstreamthe provisions of Section 2.16. In addition, Certificated Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in any the Global Note under if (i) the circumstances set forth in Section 2.04(e)Depository notifies the Company that it is unwilling or unable to continue as Depository for the Global Note and a successor depositary is not appointed by the Company within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depository to issue Physical Notes. (c) Any In connection with any transfer or exchange of a portion of the beneficial interest in one the Global Note that is transferred to beneficial owners pursuant to paragraph (b), the Registrar shall (if one or more Physical Notes are to be issued) reflect on its books and records the date and a Person who takes delivery decrease in the form principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in one other the Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if anytransferred, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interestthe Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount. (d) In connection with the transfer of an the entire Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.06), the Global Note shall be deemed to be surrendered to the Paying Agent Trustee for cancellation, and the Company shall execute, and the Registrar Trustee shall authenticate and deliver, to each beneficial owner identified by the Common Depositary Depository in exchange for its beneficial interest in such the Global Note Note, an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (e) Neither Any Physical Note constituting a Restricted Security delivered in exchange for an interest in the Trustee nor any Agent shall have any responsibility Global Note pursuant to paragraph (b) or liability for any actions taken or not taken (c) shall, except as otherwise provided by Euroclearparagraphs (a)(i)(x) and (c) of Section 2.16, Clearstream or bear the Common Depositary.legend regarding transfer restrictions applicable to the Physical Notes set forth in Exhibit A. (f) The registered holder Holder of a the Global Note may grant proxies and otherwise authorize any Personperson, including Agent Members and any Person persons that may hold beneficial interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (g) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.06 in accordance with its customary procedures. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

Book-Entry Provisions for Global Note. (a) Each The Global Note Notes initially shall (i) be deposited with the Common Depositary and registered in the name of the Common Depositary Depository or its the nominee of such Depository, (ii) be delivered to the Trustee as custodian for the accounts of Euroclear such Depository and Clearstream(iii) bear legends as set forth in Section 2.15. Beneficial interests in the Notes may be held by any member Members of, or participant in Euroclear or Clearstream participants in, the Depository (“Agent Members”). Agent Members "AGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depository Depository, or by the Trustee or any nominee of the Common Depositary as its custodian, or under such the Global NoteNotes, and the Common Depositary Depository may be treated by the Company, a Subsidiary GuarantorIssuer, the Trustee and any agent Agent of any of them the Issuer or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, a Subsidiary GuarantorIssuer, the Trustee or any agent Agent of any of them, the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary Depository or impair, as between the Euroclear and Clearstream Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Common DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a Global Note may be transferred, and transfers increasing transferred or decreasing the aggregate principal amount of Global exchanged for Physical Notes may be conducted, only in accordance with the rules and procedures of Euroclear the Depository and Clearstreamthe provisions of Section 2.17. In addition, Certificated Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in any a Global Note under if (i) the circumstances set forth in Section 2.04(e)Depository notifies the Issuer that it is unwilling or unable to continue as Depository for the Global Notes and a successor depositary is not appointed by the Issuer within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depository to issue Physical Notes. (c) Any In connection with any transfer or exchange of a portion of the beneficial interest in one a Global Note that is transferred to beneficial owners pursuant to paragraph (b), the Registrar shall (if one or more Physical Notes are to be issued) reflect on its books and records the date and a Person who takes delivery decrease in the form principal amount of an interest in one other Global Note will, upon transfer, cease to be an interest in such Global Note and become in an amount equal to the principal amount of the beneficial interest in such other the Global Note and, accordingly, will thereafter to be subject to all transfer restrictions, if anytransferred, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interestthe Issuer shall execute, the Guarantors shall execute Guarantees on and the Subordinated Guarantor shall execute a Subordinated Guarantee thereon, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount. (d) In connection with the transfer of an entire Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.06), the such Global Note shall be deemed to be surrendered to the Paying Agent Trustee for cancellation, and the Company Issuer shall execute, the Guarantors shall execute Guarantees on and the Registrar Subordinated Guarantor shall execute a Subordinated Guarantee thereon and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Common Depositary Depository in exchange for its beneficial interest in such the Global Note Note, an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (e) Neither Any Physical Note constituting a Restricted Security delivered in exchange for an interest in a Global Note pursuant to paragraph (b) or (c) shall, except as otherwise provided by paragraphs (a)(i)(x) and (c) of Section 2.17, bear the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by Euroclear, Clearstream or legend regarding transfer restrictions applicable to the Common DepositaryPhysical Notes set forth in Section 2.15. (f) The registered holder Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and any Person Persons that may hold beneficial interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (g) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.06 in accordance with its customary procedures. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

Book-Entry Provisions for Global Note. (a) Each The Global Note initially shall (i) be deposited with the Common Depositary and registered in the name of the Common Depositary Depository or its the nominee of such Depository, (ii) be delivered to the Trustee as custodian for the accounts of Euroclear such Depository and Clearstream. Beneficial interests (iii) bear legends as set forth in the Notes may be held by any member Exhibit B. Members of, or participant in Euroclear or Clearstream participants in, the Depository (“Agent Members”). Agent Members "Depository --------- ---------- Participants") shall have no rights under this Indenture with respect to any ------------ Global Note held on their behalf by the Common Depository Depository, or by the Trustee or any nominee of the Common Depositary as its custodian, or under such the Global Note, and the Common Depositary Depository may be treated by the Company, a Subsidiary Guarantor, the Trustee and any agent of any of them the Company or the Trustee as the absolute owner of such the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, a Subsidiary Guarantor, the Trustee or any agent of any of them, the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary Depository or impair, as between the Euroclear and Clearstream Depository and its Agent MembersDepository Participants, the operation of customary practices governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. (b) Transfers of a the Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Common DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a the Global Note may be transferred, and transfers increasing transferred or decreasing the aggregate principal amount of Global exchanged for Physical Notes may be conducted, only in accordance with the rules and procedures of Euroclear the Depository and Clearstreamthe provisions of Section 2.16. In addition, Certificated Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in any the Global Note under if (i) the circumstances set forth in Section 2.04(e)Depository notifies the Company that it is unwilling or unable to continue as Depository for the Global Note and a successor depositary is not appointed by the Company within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depository to issue Physical Notes. (c) Any In connection with any transfer or exchange of a portion of the beneficial interest in one the Global Note that is transferred to beneficial owners pursuant to paragraph (b), the Registrar shall (if one or more Physical Notes are to be issued) reflect on its books and records the date and a Person who takes delivery decrease in the form principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in one other the Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if anytransferred, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interestthe Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount. (d) In connection with the transfer of an the entire Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.06), the Global Note shall be deemed to be surrendered to the Paying Agent Trustee for cancellation, and the Company shall execute, and the Registrar Trustee shall authenticate and deliver, to each beneficial owner identified by the Common Depositary Depository in exchange for its beneficial interest in such the Global Note Note, an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (e) Neither Any Physical Note constituting a Restricted Security delivered in exchange for an interest in the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by Euroclear, Clearstream or the Common Depositary. (f) The registered holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and any Person that may hold beneficial interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (g) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this paragraph (b) or (c) shall, except as otherwise provided by paragraphs (a)(i)(x) and (c) of Section 2.06 in accordance with its customary procedures. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.2.16,

Book-Entry Provisions for Global Note. (a) Each The Global Note initially shall (i) be deposited with the Common Depositary and registered in the name of the Common Depositary Depository or its the nominee for the accounts of Euroclear and Clearstream. Beneficial interests in such Depository, (ii) be delivered to the Notes may be held by any member Trustee as custodian for such Depository and (iii) bear legends as set forth in Section 2.15. Members of, or participant in Euroclear or Clearstream participants in, the Depository (“"Agent Members”). Agent Members ") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depository Depository, or by the Notes Trustee or any nominee of the Common Depositary as its custodian, or under such the Global Note, and the Common Depositary Depository may be treated by the Company, a Subsidiary Guarantor, the Notes Trustee and any agent of any of them the Company or the Notes Trustee as the absolute owner of such the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, a Subsidiary Guarantor, the Notes Trustee or any agent of any of them, the Company or the Notes Trustee from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary Depository or impair, as between the Euroclear and Clearstream Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (b) Transfers of a the Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Common DepositaryDepository, its successors or their respective nominees. Interests Interest of beneficial owners in a the Global Note may be transferred, and transfers increasing transferred or decreasing the aggregate principal amount of Global exchanged for Physical Notes may be conducted, only in accordance with the rules and procedures of Euroclear the Depository and Clearstreamthe provisions of Section 2.17. In addition, Certificated Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in any the Global Note under if (i) the circumstances set forth in Section 2.04(e)Depository notifies the Company that it is unwilling or unable to continue as Depository for the Global Note and a successor depository is not appointed by the Company within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depository or the Notes Trustee to issue Physical Notes. (c) Any In connection with any transfer or exchange of a portion of the beneficial interest in one the Global Note that is transferred to beneficial owners pursuant to paragraph (b) above, the Registrar shall (if one or more Physical Notes are to be issued) reflect on its books and records the date and a Person who takes delivery decrease in the form principal amount of an the beneficial interest in one other the Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if anytransferred, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interestthe Company shall execute, and the Notes Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount. (d) In connection with the transfer of an the entire Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.06), the Global Note shall be deemed to be surrendered to the Paying Agent Notes Trustee for cancellation, and the Company shall execute, and the Registrar Notes Trustee shall authenticate and deliver, to each beneficial owner identified by the Common Depositary Depository in exchange for its beneficial interest in such the Global Note Note, an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (e) Neither Any Physical Note constituting a Restricted Security delivered in exchange for an interest in the Trustee nor any Agent shall have any responsibility Global Note pursuant to paragraph (b) or liability for any actions taken or not taken (c) above shall, except as otherwise provided by Euroclearparagraphs (a)(i)(x) and (c) of Section 2.17, Clearstream or bear the Common Depositarylegend regarding transfer restrictions applicable to the Physical Notes set forth in Section 2.15. (f) The registered holder Holder of a the Global Note may grant proxies and otherwise authorize any Person, including Agent Members and any Person Persons that may hold beneficial interests through Agent Members, to take any action which a Holder Noteholder is entitled to take under this Indenture or the Notes. (g) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.06 in accordance with its customary procedures. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

Book-Entry Provisions for Global Note. (a) Each The Global Note Notes initially shall (i) be deposited with the Common Depositary and registered in the name of the Common Depositary Depository or its the nominee of such Depository, (ii) be delivered to the Trustee as custodian for the accounts of Euroclear such Depository and Clearstream(iii) bear legends as set forth in Exhibit C attached hereto. Beneficial interests in the Notes may be held by any member Members of, or participant in Euroclear or Clearstream participants in, the Depository (“Agent Members”). Agent Members ) shall have no rights under this Indenture with respect to any Global Note Notes held on their behalf by the Common Depository Depository, or by the Trustee or any nominee of the Common Depositary as its custodian, or under such the Global NoteNotes, and the Common Depositary Depository may be treated by the Company, a Subsidiary Guarantorthe Trustee, the Trustee and any agent of any of them the Company, or the Trustee as the absolute owner of such the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, a Subsidiary Guarantor, the Trustee or any agent of any of them, the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary Depository or impair, as between the Euroclear and Clearstream Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (b) Transfers of a any Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Common DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a any Global Note may be transferred, and transfers increasing transferred or decreasing the aggregate principal amount of Global exchanged for Physical Notes may be conducted, only in accordance with the rules and procedures of Euroclear the Depository and Clearstreamthe provisions of Section 2.15. In addition, Certificated Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in any Global Note (in each case directed by the Depository) if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for the Global Note or the Depository ceases to be a “Clearing Agency” registered under the circumstances set forth in Section 2.04(e)Exchange Act and a successor depositary is not appointed by the Company within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depository to issue Physical Notes. (c) Any In connection with any transfer or exchange of a portion of the beneficial interest in one the Global Note that is transferred to beneficial owners pursuant to paragraph (b), the Registrar shall (if one or more Physical Notes are to be issued) reflect on its books and records the date and a Person who takes delivery decrease in the form principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in one other the Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if anytransferred, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interestthe Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount. (d) In connection with the transfer of an the entire Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.06), the Global Note shall be deemed to be surrendered to the Paying Agent Trustee for cancellation, and the Company shall execute, and the Registrar Trustee shall authenticate and deliver, to each beneficial owner identified by the Common Depositary Depository in exchange for its beneficial interest in such the Global Note Note, an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (e) Neither Any Physical Note constituting a Restricted Security delivered in exchange for an interest in the Trustee nor any Agent shall have any responsibility Global Note pursuant to paragraph (b) or liability for any actions taken or not taken (c) shall, except as otherwise provided by Euroclearparagraphs (a)(i)(x) and (c) of Section 2.15, Clearstream or bear the Common Depositarylegend regarding transfer restrictions applicable to the Physical Notes set forth in Exhibit A attached hereto. (f) The registered holder Holder of a the Global Note may grant proxies and otherwise authorize any Person, including Agent Members and any Person Persons that may hold beneficial interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (g) Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the accuracy of the records of the Depository or its Agent Members, or for any actions or omissions of the Depository or its Agent Members. (h) The Registrar shall retain copies Trustee is hereby authorized to enter into a letter of all letters, notices representation with DTC in the form provided to the Trustee by the Company and other written communications received pursuant to this Section 2.06 act in accordance with its customary procedures. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrarletter.

Book-Entry Provisions for Global Note. (a) Each The Global Note initially shall (i) be deposited with the Common Depositary and registered in the name of the Common Depositary or its the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for the accounts of Euroclear such Depositary and Clearstream. Beneficial interests (iii) bear legends as set forth in the Notes may be held by any member Exhibit B. Members of, or participant in Euroclear or Clearstream participants in, the Depositary (“"Agent Members”). Agent Members ") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depository Depositary, or by the Trustee or any nominee of the Common Depositary as its custodian, or under such the Global Note, and the Common Depositary may be treated by the Company, a Subsidiary Guarantor, the Trustee and any agent of any of them the Company or the Trustee as the absolute owner of such the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, a Subsidiary Guarantor, the Trustee or any agent of any of them, the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary or impair, as between the Euroclear and Clearstream Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. (b) Transfers of a the Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Common Depositary, its successors or their respective nominees. Interests of beneficial owners in a the Global Note may be transferred, and transfers increasing transferred or decreasing the aggregate principal amount of Global exchanged for Physical Notes may be conducted, only in accordance with the rules and procedures of Euroclear the Depositary and Clearstreamthe provisions of Section 2.16. In addition, Certificated Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in any the Global Note under if (i) the circumstances set forth in Section 2.04(e)Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Note and a successor depositary is not appointed by the Company within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary to issue Physical Notes. (c) Any In connection with any transfer or exchange of a portion of the beneficial interest in one the Global Note that is transferred to beneficial owners pursuant to paragraph (b), the Registrar shall (if one or more Physical Notes are to be issued) reflect on its books and records the date and a Person who takes delivery decrease in the form principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in one other the Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if anytransferred, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interestthe Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount. (d) In connection with the transfer of an the entire Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.06), the Global Note shall be deemed to be surrendered to the Paying Agent Trustee 44 -44- for cancellation, and the Company shall execute, and the Registrar Trustee shall authenticate and deliver, to each beneficial owner identified by the Common Depositary in exchange for its beneficial interest in such the Global Note Note, an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (e) Neither Any Physical Note constituting a Restricted Security delivered in exchange for an interest in the Trustee nor any Agent shall have any responsibility Global Note pursuant to paragraph (b) or liability for any actions taken or not taken (c) shall, except as otherwise provided by Euroclearparagraphs (a)(i)(x) and (c) of Section 2.16, Clearstream or bear the Common Depositarylegend regarding transfer restrictions applicable to the Physical Notes set forth in Exhibit A(1). (f) The registered holder Holder of a the Global Note may grant proxies and otherwise authorize any Personperson, including Agent Members and any Person persons that may hold beneficial interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (g) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.06 in accordance with its customary procedures. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

Book-Entry Provisions for Global Note. (a) Each Global Note initially shall (i) be deposited with the Common Depositary and registered in the name of the Common Depositary for such Global Note or the nominee of such Depositary, (ii) be deposited with, or on behalf of, the Depositary or its nominee with the Trustee, as custodian for such Depositary, and (iii) bear the accounts of Euroclear and Clearstreamlegends as set forth in Section 2.10 except a Global Note representing the Exchange Notes shall not bear the Private Placement Legend set forth in Section 2.10. Beneficial interests in the Notes may be held by any member Members of, or participant in Euroclear or Clearstream participants in, the Depositary (“"Agent Members”). Agent Members ") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depository Depositary, or by the Trustee or any nominee of the Common Depositary as its custodian, or under such the Global Note, and the Common Depositary may be treated by the Company, a Subsidiary Guarantor, the Trustee and any agent of any of them 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, a Subsidiary Guarantor, the Trustee or any agent of any of them, the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary or shall impair, as between the Euroclear and Clearstream Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (b) Transfers of a the Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Common Depositary, its successors or their respective nominees. Interests of beneficial owners in a the Global Note may be transferred, and transfers increasing or decreasing the aggregate principal amount of Global Notes may be conducted, only transferred in accordance with the rules and procedures of Euroclear the Depositary and Clearstreamthe provisions of Section 2.11. In addition, Certificated Physical Notes shall be transferred issued to all beneficial owners in exchange for their beneficial interests in any the Global Note if (i) the Company notifies the Trustee in writing that the Depositary is at any time unwilling or unable to continue as a depository for the Global Note and a successor depository is not appointed by the Company within 90 days, (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of Notes in definitive form under the circumstances Indenture, or (iii) there is continuing an Event of Default as set forth in Section 2.04(e)herein and a Holder so requests. (c) Any In connection with any transfer of a portion of the beneficial interest in one the Global Note that is transferred pursuant to Section 2.09(b) to beneficial owners who are required to hold Physical Notes, the Registrar shall reflect on its books and records the date and a Person who takes delivery decrease in the form principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in one other the Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if anytransferred, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interestthe Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount. (d) In connection with the transfer of an the entire Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.062.09(b), the Global Note shall be deemed to be surrendered to the Paying Agent Trustee for cancellation, and the Company shall execute, and the Registrar Trustee shall authenticate and deliver, to each beneficial owner identified by the Common Depositary in exchange for its beneficial interest in such the Global Note an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (e) Neither Any Physical Note delivered in exchange for an interest in the Trustee nor any Agent Global Note constituting an Initial Note pursuant to subsection (c) or subsection (d) of this Section shall have any responsibility or liability for any actions taken or not taken by Euroclear, Clearstream or bear the Common Depositaryapplicable legend regarding transfer restrictions set forth in Section 2.10. (f) The registered holder Holder of a the Global Note may grant proxies and otherwise authorize any Personperson, including Agent Members and any Person persons that may hold beneficial interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (g) The Registrar Qualified institutional buyers ("QIBs") that are beneficial owners of interests in a Global Note may receive Physical Notes (which shall retain copies of all letters, notices and other written communications received pursuant to this bear the Private Placement Legend if required by Section 2.06 2.10) 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 customary procedures. The 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 have execute and the right to inspect Trustee shall authenticate and make copies of all such letters, notices deliver one or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrarmore Physical Notes having an equal aggregate principal amount.

Book-Entry Provisions for Global Note. (a) Each The Global Note initially shall (i) be deposited with the Common Depositary and registered in the name of the Common Depositary for such Global Note or the nominee of such Depositary, (ii) be deposited with, or on behalf of, the Depositary or its nominee with the Trustee, as custodian for the accounts of Euroclear such Depositary, and Clearstream(iii) bear a legend as set forth in Section 2.02. Beneficial interests in the Notes may be held by any member Members of, or participant in Euroclear or Clearstream participants in, the Depositary (“Agent Members”). Agent Members "AGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depository Depositary, or by the Trustee or any nominee of the Common Depositary as its custodian, or under such the Global Note, and the Common Depositary may be treated by the Company, a Subsidiary GuarantorLGII, the Trustee and any agent of any of them LGII or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, a Subsidiary GuarantorLGII, the Trustee or any agent of any of them, LGII or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary or shall impair, as between the Euroclear and Clearstream Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of a beneficial interest in any Global Two-Year Note. (b) Transfers of a the Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Common Depositary, its successors or their respective nominees. Interests of beneficial owners in a the Global Note may be transferred, and transfers increasing or decreasing the aggregate principal amount of Global Notes may be conducted, only transferred in accordance with the rules and procedures of Euroclear and Clearstreamthe Depositary. In addition, Certificated Physical Notes shall be transferred issued to all beneficial owners in exchange for their beneficial interests in any the Global Note under if (i) the circumstances set forth in Section 2.04(e)Depositary notifies LGII that it is unwilling or unable to continue as Depositary for the Global Note and a successor depositary is not appointed by LGII within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary. (c) Any In connection with any transfer of a portion of the beneficial interest in one the Global Note that is transferred pursuant to Section 2.09(b) to beneficial owners who are required to hold Physical Notes, the Registrar shall reflect on its books and records the date and a Person who takes delivery decrease in the form principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in one other the Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if anytransferred, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interestLGII shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount. (d) In connection with the transfer of an the entire Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.062.09(b), the Global Note shall be deemed to be surrendered to the Paying Agent Trustee for cancellation, and the Company LGII shall execute, and the Registrar Trustee shall authenticate and deliver, to each beneficial owner identified by the Common Depositary in exchange for its beneficial interest in such the Global Note an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (e) Neither The Holder of the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by Euroclear, Clearstream or the Common Depositary. (f) The registered holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and any Person Persons that may hold beneficial interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Two-Year Notes. (gf) The Registrar Any beneficial owner of interests in a Global Note may request, and upon request shall retain copies of all lettersbe issued, notices and other written communications received pursuant to this Section 2.06 Physical Notes 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 customary procedures. The Company shall have books and records a decrease in the right to inspect and make copies principal amount of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice relevant Global Note equal to the Registrarprincipal amount of such Physical Notes and LGII shall execute and the Trustee shall authenticate and deliver one or more Physical Notes having an equal aggregate principal amount.

Book-Entry Provisions for Global Note. (a) Each The Global Note initially shall (i) be deposited with the Common Depositary and registered in the name of the Common Depositary Depository or its the nominee of such Depository, (ii) be delivered to the Trustee as custodian for the accounts of Euroclear such Depository and Clearstream. Beneficial interests (iii) bear legends as set forth in the Notes may be held by any member Exhibit B. Members of, or participant in Euroclear or Clearstream participants in, the Depository (“Agent Members”). Agent Members "AGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depository Depository, or by the Trustee or any nominee of the Common Depositary as its custodian, or under such the Global Note, and the Common Depositary Depository may be treated by the Company, a Subsidiary Guarantor, the Trustee and any agent of any of them the Company or the Trustee as the absolute owner of such the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, a Subsidiary Guarantor, the Trustee or any agent of any of them, the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary Depository or impair, as between the Euroclear and Clearstream Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. (b) Transfers of a the Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Common DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a the Global Note may be transferred, and transfers increasing transferred or decreasing the aggregate principal amount of Global exchanged for Physical Notes may be conducted, only in accordance with the rules and procedures of Euroclear the Depository and Clearstreamthe provisions of Section 2.16. In addition, Certificated Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in any the Global Note under if (i) the circumstances set forth in Section 2.04(e)Depository notifies the Company that it is unwilling or unable to continue as Depository for the Global Note and a successor depositary is not appointed by the Company within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depository to issue Physical Notes. (c) Any In connection with any transfer or exchange of a portion of the beneficial interest in one the Global Note that is transferred to beneficial owners pursuant to paragraph (b), the Registrar shall (if one or more Physical Notes are to be issued) reflect on its books and records the date and a Person who takes delivery decrease in the form principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in one other the Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if anytransferred, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interestthe Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount. (d) In connection with the transfer of an the entire Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.06), the Global Note shall be deemed to be surrendered to the Paying Agent Trustee for cancellation, and the Company shall execute, and the Registrar Trustee shall authenticate and deliver, to each beneficial owner identified by the Common Depositary Depository in exchange for its beneficial interest in such the Global Note Note, an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (e) Neither Any Physical Note constituting a Restricted Security delivered in exchange for an interest in the Trustee nor any Agent shall have any responsibility Global Note pursuant to paragraph (b) or liability for any actions taken or not taken (c) shall, except as otherwise provided by Euroclearparagraphs (a)(i)(x) and (c) of Section 2.16, Clearstream or bear the Common Depositary.legend regarding transfer restrictions applicable to the Physical Notes set forth in Exhibit A. (f) The registered holder Holder of a the Global Note may grant proxies and otherwise authorize any Personperson, including Agent Members and any Person persons that may hold beneficial interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (g) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.06 in accordance with its customary procedures. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.