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

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Section 2.17 hereof. Members of, or participants in, the Depository (“Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or under the Global Note, and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members or Indirect Participants, the operation of customary practices governing the exercise of the rights of a Holder. (b) A Global Note may not be transferred or exchanged for another Note other than as provided in Section 2.16(f). Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.16 hereof, but only if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for any Global Note or the Depository ceases to be a clearing agency registered under the Exchange Act and, in either case, a qualified successor Depository is not appointed by the Company within 120 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 Certificated Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note. (c) In connection with the exchange of beneficial interests in Global Notes for Certificated Notes pursuant to paragraph (b)(i) and (ii), the Global Notes shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order from the Company in the form of an Officers’ Certificate, authenticate and deliver, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) 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 Section 2.16 hereof, bear the Private Placement Legend. (e) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Indirect Participants, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) The Unless otherwise specified in an Officers’ Certificate or as provided in 2.15(b) below, the Global Notes initially shall (i) be registered in the name of the Depository Depositary or the a nominee of such DepositoryDepositary, (ii) be delivered to the Trustee as custodian Note Custodian for such Depository Depositary and (iii) bear such legends as set forth in Section 2.17 hereofmay be required by Appendix A hereto. Members of, or participants in, the Depository Depositary (“Agent MembersParticipants”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depositary or the Note Custodian, or under the Global NoteNotes, and the Depository Depositary may be treated by the CompanyIssuers, the Trustee and any agent of the Company or the Trustee Agent as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members or Indirect Participants, the operation of Depositary’s customary practices procedures governing the exercise of the rights of a HolderHolder or beneficial owner of any Note. (b) A Transfers of Global Note may Notes shall be limited to transfers in whole, but not be transferred in part, to the Depositary, its successors or exchanged for another Note other than as provided in Section 2.16(f)their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Notes only as follows and subject, if applicable, to the further requirements set forth in accordance with the rules and procedures of the Depository and the provisions of Section 2.16 hereofthis Indenture, but only including Appendix A hereto. Certificated Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in Global Notes if (i1) the Depository Depositary notifies the Company Issuers that it the Depositary is unwilling or unable to continue as Depository depositary for any the Global Note Notes or the Depository ceases to be a clearing agency registered under the Exchange Act and, in either case, a qualified successor Depository (if such registration is not appointed required by the Company within 120 days of such notice, or (iiapplicable law) an Event of Default has occurred and is continuing and the Registrar Issuers do not appoint a successor Depositary for the Notes within 90 days after the Issuers receive such notification or becomes aware that the Depositary has received a written request from ceased to be so registered, as the Depository case may be, (2) the Issuers, at their option and subject to issue Certificated Notes. In any such casethe Depositary’s procedures, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants that the Issuers elect to cause the issuance of their interests in such Global Note, Certificated Notes will or (3) there shall have occurred and be issued to each Person that such Agent Members and Indirect Participants continuing an Event of Default. The Trustee and the Depository identify as being the beneficial owner of the related Notes pursuant Registrar shall have no obligation to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note. (c) In connection with the effect an exchange of beneficial interests in Global Notes for Certificated Notes pursuant to paragraph clause (b)(i3) and (ii), the Global Notes shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly, and in each case the Company shall execute, and the Trustee shall, upon immediately preceding sentence until receipt of an authentication order a written request from the Company in the form of an Officers’ CertificateIssuers. In all cases, authenticate and deliver, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) 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 Section 2.16 hereof, bear the Private Placement Legend. (e) The Holder of any Global Note may grant proxies or beneficial interests therein will be registered in the names, and issued in any authorized denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures) and, if applicable, will bear the applicable restrictive legends referred to in Appendix A hereto unless the Issuers determine otherwise authorize or such legend shall have been removed as provided in Appendix A hereto, and in any Personevent subject, including Agent Members and Indirect Participantsif applicable, to take any action which a Holder is entitled to take under this Indenture or the Notesrequirements set forth in Appendix A hereto.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such the Depository, (ii) be delivered to the Trustee as custodian for such the Depository and (iii) bear legends as set forth in Section 2.17 hereofExhibit B, as applicable. Members of, or participants in, the Depository (“Agent MembersParticipants”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depository, or the Trustee as its custodian, or under the Global Note, and the Depository may be treated by the CompanyCo-Issuers, the Trustee and any agent of the Company Co-Issuers or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyCo-Issuers, the Trustee or any agent of the Company Co-Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members or Indirect Participants, the operation of customary practices governing the exercise of the rights of a HolderHolder of any Note. (b) A Transfers of Global Note may Notes shall be limited to transfers in whole, but not be transferred or exchanged for another Note other than as provided in Section 2.16(f)part, to the Depository, its successors and their respective nominees. Interests of beneficial owners Beneficial Owners in the Global Notes may be transferred or exchanged for Certificated Physical Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.16 hereof2.16. In addition, but only Physical Notes shall be transferred to all Beneficial Owners in exchange for their beneficial interests in Global Notes if (i) (a) the Depository notifies the Company Co-Issuers that it is unwilling or unable to continue act as Depository for any Global Note or the Depository ceases (b) has ceased to be a clearing agency registered under the Exchange Act andAct, and the Co-Issuers so notify the Trustee in either case, writing and a qualified successor Depository is not appointed by the Company Co-Issuers within 120 90 days of such notice, 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 Certificated Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, a beneficial interest in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or to issue Physical Notes. Upon any portion thereof, pursuant to issuance of a Physical Note in accordance with this Section 2.15 or Section 2.07 or 2.10 of this Indenture2.15(b), the Trustee shall be authenticated and delivered register such Physical Note in the form name of, and shall because the same to be delivered to, a Certificated Notesuch person or persons (or the nominee of any thereof). All such Physical Notes shall bear the applicable legends, if any. (c) In connection with the any transfer or exchange of a portion of the beneficial interests interest in a Global Notes for Certificated Notes Note to Beneficial Owners pursuant to paragraph (b)(i) and (iiSection 2.15(b), 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 the principal amount of such Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Co-Issuers shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of authorized denominations in an aggregate principal amount equal to the principal amount of the beneficial interest in the Global Note so transferred. (d) In connection with the transfer of a Global Note as an entirety to Beneficial Owners pursuant to Section 2.15(b), such Global Note shall be deemed to be surrendered to the Trustee for cancellation cancellation, and pursuant to paragraph (bi) the Co-Issuers shall execute, (ii) the Guarantors shall execute notations of Note Guarantees on and (iii) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order written instructions from the Company in the form of an Officers’ Certificate, Co-Issuers authenticate and deliver, to each beneficial owner Beneficial Owner identified by the Depository in writing in exchange for its beneficial interest in the such Global NotesNote, an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (de) Any Certificated 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 2.15 shall, except as otherwise provided by Section 2.16 hereof2.16, bear the Private Placement Legend. (ef) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members Participants and Indirect Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depository Depositary or the nominee of such DepositoryDepositary, (ii) be delivered to the Trustee as custodian for such Depository Depositary, and (iii) bear legends as set forth in Section 2.17 hereof2.17. Members of, or participants in, the Depository Depositary (“Agent MembersParticipants”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ) shall have no rights under this Indenture with respect to any Global Note Notes held on their behalf by the Depository Depositary, or the Trustee as its custodian, or under the Global NoteNotes, and the Depository Depositary may be treated by the CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of the Global Note Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Trustee or any agent of the Company Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members or Indirect Participants, the operation of customary practices governing the exercise of the rights of a HolderHolder of any Notes. (b) A Transfers of Global Note may not Notes shall be limited to transfers in whole, or in part, to the Depositary, its successors or their respective nominees. In addition, Physical Notes shall be transferred or exchanged for another Note other than as provided in Section 2.16(f). Interests of to all beneficial owners in the exchange for their beneficial interests in Global Notes may be transferred or exchanged for Certificated Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.16 hereof, but only if (i) the Depository Depositary notifies the Company Issuer that it is unwilling or unable to continue as Depository Depositary for any Global Note or the Depository ceases to be and a clearing agency registered under the Exchange Act and, in either case, a qualified successor Depository Depositary is not appointed by the Company Issuer within 120 90 days of such notice, notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depository Depositary to issue Certificated Physical Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note. (c) In connection with the exchange transfer of a Global Note in its entirety to beneficial interests in Global Notes for Certificated Notes owners pursuant to paragraph (b)(i) and (iiSection 2.15(b), the such Global Notes Note shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordinglycancellation, and in each case the Company Issuer shall execute, and the Trustee shall, shall upon receipt of an authentication order written instructions from the Company in the form of an Officers’ Certificate, Issuer authenticate and deliver, deliver to each beneficial owner identified by the Depository in writing Depositary in exchange for its beneficial interest in the such Global NotesNote, an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (d) Any Certificated Physical Note constituting a Restricted Security delivered in exchange for an interest in a Global Note pursuant to paragraph (b) or (cSection 2.15(b) shall, except as otherwise provided by Section 2.16 hereof2.16, bear the Private Placement Restrictive Securities Legend. (e) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members Participants and Indirect Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) The Each Global Notes Note initially shall (i) be registered in the name of the Depository Depositary for such Global Note or the nominee of such DepositoryDepositary, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear legends a legend as set forth in Section 2.17 hereof203. Neither the Company, the Trustee, the Paying Agent, nor any other agent of the Company shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Members of, or participants in, the Depository Depositary (“Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ) shall have no rights under this Supplemental Indenture with respect to any Global Note held on their behalf by the Depository or under the Global Note, and the Depository Depositary may be treated by the Company, any other obligor upon the Notes, the Trustee and any agent of the Company or the Trustee any of them as the absolute owner of the such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, any other obligor upon the Notes, the Trustee or any agent of the Company or the Trustee any of them from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a Holder. (b) A Global Note may not be transferred or exchanged for another Note other than as provided in Section 2.16(f). Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.16 hereof, but only if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for any Global Note or the Depository ceases to be a clearing agency registered under the Exchange Act and, in either case, a qualified successor Depository is not appointed by the Company within 120 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 Certificated Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) any Note. The registered holder of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note. (c) In connection with the exchange of beneficial interests in Global Notes for Certificated Notes pursuant to paragraph (b)(i) and (ii), the Global Notes shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order from the Company in the form of an Officers’ Certificate, authenticate and deliver, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) 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 Section 2.16 hereof, bear the Private Placement Legend. (e) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Indirect ParticipantsPersons that may hold interests through Agent Members, to take any action which that a Holder is entitled to take under this Supplemental Indenture or the Notes. (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole to the Depositary, its successors or their respective nominees. (c) [Reserved] (d) [Reserved] (e) The transfer and exchange of a Global Note or beneficial interests therein shall be effected through the Depositary, in accordance with this Supplemental Indenture and the procedures of the Depositary therefor. (f) [Reserved] (g) The Company, any other obligor upon the Notes or the Trustee, in the discretion of any of them, may treat as the Act of a Holder any instrument or writing of any Person that is identified by the Depositary as the owner of a beneficial interest in the Global Note, provided that the fact and date of the execution of such instrument or writing is proved in accordance with Section 108(b). Section 313. [Reserved].

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depository Depositary or the nominee of such DepositoryDepositary, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear legends as set forth in Section 2.17 hereof. Members of, or participants in, the Depository Depositary (“Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depositary or under the Global Note, and the Depository Depositary may be treated by the CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Trustee or any agent of the Company Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a Holder. (b) A Global Note may not be transferred or exchanged for another Note other than as provided in Section 2.16(f). Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Notes in accordance with Subject to the rules and procedures of the Depository and the provisions of Section 2.16 hereofDepositary, but Certificated Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in Global Notes only if (i) the Depository Depositary (x) notifies the Company Issuer that it is unwilling or unable to continue as Depository Depositary for any Global Note and the Issuer fails to appoint a successor Depositary within 90 days of such notice or the Depository ceases (y) has ceased to be a clearing agency company registered under the Exchange Act and, in either case, and a qualified successor Depository Depositary is not appointed by the Company Issuer within 120 90 days after becoming aware of such noticecessation, (ii) the Issuer, at its option but subject to the procedures of the Depositary, notifies the Trustee in writing that the Issuer elects to cause the issuance of Certificated Notes or (iiiii) an Event of Default has occurred and is continuing and the Registrar has received a written request from Depositary notifies the Depository Trustee of its desire to issue exchange Global Notes for Certificated Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note. (c) In connection with the exchange transfer of beneficial interests in Global Notes for Certificated Notes as an entirety to beneficial owners pursuant to paragraph (b)(i) and (iib), the Global Notes shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordinglycancellation, and in each case the Company Issuer shall execute, and the Trustee shall, upon receipt of an authentication order from the Company Issuer in the form of an Officers’ Certificate, authenticate and deliver, to each beneficial owner identified by the Depository Depositary in writing in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) 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 Section 2.16 hereof, bear the Private Placement Legend. (e) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Indirect ParticipantsPersons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially shall be represented by one or more Notes in registered, global form without interest coupons (collectively, the “Rule 144A Global Note”). Regulation S Notes initially shall be represented by one or more Notes in registered, global form without interest coupons (collectively, the “Regulation S Global Note”). The term “Global Notes” means the Rule 144A Global Note and the Regulation S Global Note. The Global Notes shall bear the Global Note Legend. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case, for credit to an account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Section 2.17 hereofthe Private Placement Legend. Members of, or direct or indirect participants in, the Depository (“Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or under the Global Note, and the Notes. The Depository may be treated by the CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of the Global Note Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Trustee or any agent of the Company Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a Holder. (b) A Global Note may not be transferred Holder of any Note. None of the Issuer, the Trustee, the Paying Agent nor the Registrar shall have any responsibility or exchanged liability for another Note other than as provided in Section 2.16(f). Interests of beneficial owners in the Global Notes may be transferred any acts or exchanged for Certificated Notes in accordance with the rules and procedures omissions of the Depository and the provisions of Section 2.16 hereof, but only if (i) the Depository notifies the Company that it is unwilling or unable with respect to continue as Depository for any Global Note or the Depository ceases to be a clearing agency registered under the Exchange Act and, in either case, a qualified successor Depository is not appointed by the Company within 120 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 Certificated Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that for the records of the Depository, including records in respect of the beneficial owners of any such Global Note, for any transactions between the Depository and any Agent Member or between or among the Depository, any such Agent Members and Indirect Participants and the Depository identify as being the Member and/or any Holder or beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15. such Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange forNote, or in lieu of, a Global Note or for any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note. (c) In connection with the exchange transfers of beneficial interests in any such Global Notes for Certificated Notes pursuant to paragraph (b)(i) and (ii), the Global Notes shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order from the Company in the form of an Officers’ Certificate, authenticate and deliver, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Certificated Notes of authorized denominationsNote. (d) 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 Section 2.16 hereof, bear the Private Placement Legend. (e) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Indirect Participants, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) The Global Notes Note initially shall (i) be registered in the name of the Depository Depositary or the nominee of such DepositoryDepositary, (ii) be delivered to the Trustee as custodian for such Depository the Depositary and (iii) bear legends as set forth on the face of the Form of Note. The transfer and exchange of book-entry interests shall be effected through the Depositary, in Section 2.17 hereofaccordance with the provisions of this Indenture and its Applicable Procedures. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary. (b) Members of, or participants in, the Depository Depositary (“Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ) shall have no rights under this Indenture with in respect to of any Global Note held on their behalf by the Depository Depositary, or the Trustee as its custodian, or under the Global Note, and the Depository Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a any Holder. (bc) A Transfers of the Global Note may shall be limited to transfers in whole, but not be transferred in part, to the Depositary, its successors or exchanged for another Note other than as provided in Section 2.16(f)their respective nominees. Interests of beneficial owners Beneficial Owners in the a Global Notes Note may be transferred or exchanged exchanged, in whole or in part, for Certificated Physical Notes in accordance with the rules and procedures of the Depository Depositary and the provisions of Section 2.16 hereof2.13. In addition, but only Physical Notes shall be transferred to all Beneficial Owners in exchange for their beneficial interests in the Global Note if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository Depositary for any such Global Note or the Depository ceases (ii) has ceased to be a clearing agency registered under the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, in either such case, a qualified no successor Depository is not Depositary shall have been appointed by the Company within 120 90 days of such notice, notification or of the Company becoming aware of such event; or (iiB) there shall have occurred and be continuing an Event of Default has occurred and is continuing in respect of such Global Note and the Registrar has received a written outstanding Notes shall have become due and payable pursuant to Section 7.02 and the Holders request from that Physical Note be issued; provided that Holders of Physical Note offered and sold in reliance on Rule 144A shall have the Depository right, subject to issue Certificated Notes. In any applicable law, to request that such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their Notes be exchanged for interests in such the applicable Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being . (d) In connection with any transfer or exchange of a portion of the beneficial owner of interest in the related Notes Global Note to Beneficial Owners pursuant to paragraph clause (c) of this Section 2.15. Global , the Registrar shall (if one or more Physical Notes also may are to be exchanged or replaced, issued) reflect on its books and records the date and a decrease in whole or in part, as provided in Sections 2.07 and 2.10 the Principal Amount of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a the Global Note or any portion thereof, pursuant in an amount equal to this Section 2.15 or Section 2.07 or 2.10 the Principal Amount of this Indenture, shall be authenticated and delivered the beneficial interest in the form ofGlobal Note to be transferred, and the Company shall beexecute, a Certificated Noteand the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount. (ce) In connection with the exchange transfer of beneficial interests in the entire Global Notes for Certificated Notes Note to Beneficial Owners pursuant to paragraph clause (b)(ic) and (ii)of this Section 2.15, the Global Notes Note shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordinglycancellation, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order from the Company in the form of an Officers’ Certificate, shall authenticate and deliver, to each beneficial owner Beneficial Owner identified by the Depository in writing Depositary in exchange for its beneficial interest in the Global NotesNote, an equal aggregate principal amount Principal Amount of Certificated Physical Notes of authorized denominationsdenominations and the same tenor. (df) Any Certificated Physical Note constituting bearing a Restricted Security restrictive Legend delivered in exchange for an interest in a the Global Note pursuant to paragraph clause (bc) or (cd) shall, except as otherwise provided by of this Section 2.16 hereof, 2.15 shall bear the Private Placement Legendlegend regarding transfer restrictions applicable to the Physical Notes set forth on the face of the Form of Note in Exhibit A hereto. (eg) The Holder of any the Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Indirect ParticipantsPersons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (h) The Trustee shall have no responsibility or obligation to any Beneficial Owner of a Global Note, a member or, or a participant in the Depositary or other Person in respect of the accuracy of the books or records, or the acts or omissions, of the Depositary or its nominee or of any participant or member thereof, in respect of any ownership interest in the Notes or in respect of the delivery to any participant, member, Beneficial Owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or in respect of such Notes. All notices and communications to be given to the Holders and all payment to be made to Holders under the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of Beneficial Owners in any Global Note shall be exercised only through the Depositary subject to its Applicable Procedures. The Trustee may rely on information furnished by the Depositary in respect of its Agent Members and any Beneficial Owners.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Section 2.17 hereofExhibit B, as applicable. Members of, or participants in, the Depository (“Agent MembersParticipants”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depository, or the Trustee as its custodian, or under the Global Note, and the Depository may be treated by the CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Trustee or any agent of the Company Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members or Indirect Participants, the operation of customary practices governing the exercise of the rights of a HolderHolder of any Note. (b) A Transfers of Global Note may Notes shall be limited to transfers in whole, but not be transferred in part, to the Depository, its successors or exchanged for another Note other than as provided in Section 2.16(f)their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Physical Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.16 hereof2.16. In addition, but only Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in Global Notes if (i) the Depository notifies the Company Issuer that it is unwilling or unable to continue act as Depository for any Global Note or Note, the Depository ceases to be Issuer so notifies the Trustee in writing and a clearing agency registered under the Exchange Act and, in either case, a qualified successor Depository is not appointed by the Company Issuer within 120 90 days of such notice, 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 Certificated Notes. In any such caseIssuer, the Company will notify at its option, notifies the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued that it elects to each Person that such Agent Members and Indirect Participants and cause the Depository identify as being the beneficial owner issuance of the related Notes pursuant to paragraph (c) in the form of this Section 2.15. Global Physical Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of under this Indenture. Every Upon any issuance of a Physical Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to accordance with this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered 2.15(b) the Trustee is required to register such Physical Note in the form name of, and cause the same to be delivered to, such person or persons (or the nominee of any thereof). All such Physical Notes shall bebear the applicable legends, a Certificated Noteif any. (c) In connection with the any transfer or exchange of a portion of the beneficial interests interest in a Global Notes for Certificated Notes Note to beneficial owners pursuant to paragraph (b)(ib) and (ii)of this Section 2.15, 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 the principal amount of such Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Issuer shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of authorized denominations in an aggregate principal amount equal to the principal amount of the beneficial interest in the Global Note so transferred. (d) In connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to paragraph (b) of this Section 2.15, such Global Note shall be deemed to be surrendered to the Trustee for cancellation cancellation, and pursuant to paragraph (bi) the Issuer shall execute, (ii) the Guarantors shall execute notations of Note Guarantees on and (iii) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order written instructions from the Company in the form of an Officers’ Certificate, Issuer authenticate and deliver, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the such Global NotesNote, an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (de) Any Certificated 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 2.15 shall, except as otherwise provided by Section 2.16 hereof2.16, bear the Private Placement Legend. (ef) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members Participants and Indirect Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Section 2.17 hereof. Members of, or participants in, the Depository (“Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or under the Global Note, and the Depository may be treated by the CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Trustee or any agent of the Company Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a Holder. (b) A Global Note may not be transferred or exchanged for another Note other than as provided in Section 2.16(f). Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Notes in accordance with Subject to the rules and procedures of the Depository and the provisions of Section 2.16 hereofDepository, but Certificated Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in Global Notes only if (i) the Depository (x) notifies the Company Issuer that it is unwilling or unable to continue as Depository for any Global Note and the Issuer fails to appoint a successor Depository within 90 days of such notice or the Depository ceases (y) has ceased to be a clearing agency company registered under the Exchange Act and, in either case, and a qualified successor Depository is not appointed by the Company Issuer within 120 90 days after becoming aware of such noticecessation, (ii) the Issuer, at its option but subject to the procedures of the Depository, notifies the Trustee in writing that the Issuer elects to cause the issuance of Certificated Notes or (iiiii) an Event of Default has occurred and is continuing and the Registrar has received a written request from Depository notifies the Depository Trustee of its desire to issue exchange Global Notes for Certificated Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note. (c) In connection with the exchange transfer of beneficial interests in Global Notes for Certificated Notes as an entirety to beneficial owners pursuant to paragraph (b)(i) and (iib), the Global Notes shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordinglycancellation, and in each case the Company Issuer shall execute, and the Trustee shall, upon receipt of an authentication order from the Company Issuer in the form of an Officers’ Certificate, authenticate and deliver, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) 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 Section 2.16 hereof, bear the Private Placement Legend. (e) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Indirect ParticipantsPersons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) The Each Global Notes Note initially shall (i) be registered in the name of the Depository Depositary for such Global Notes or the nominee of such DepositoryDepositary, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) to the extent relevant thereto, bear legends as set forth in Section 2.17 hereof2.03. Neither Issuer nor any of their agents shall have any responsibility or liability for any aspect of the records relating to, or payments made on account of beneficial ownership interests of, a Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Members of, or participants in, the Depository Depositary (“"Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or under the Global Note, and the Depository Depositary may be treated by the CompanyIssuers, the Trustee and any agent of the Company Issuers or the Trustee as the absolute owner of the such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuers, the Trustee or any agent of the Company Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a Holder. (b) A Global Note may not be transferred or exchanged for another Note other than as provided in Section 2.16(f). Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.16 hereof, but only if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for any Global Note or the Depository ceases to be a clearing agency registered under the Exchange Act and, in either case, a qualified successor Depository is not appointed by the Company within 120 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 Certificated Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15any Note. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note. (c) In connection with the exchange of beneficial interests in Global Notes for Certificated Notes pursuant to paragraph (b)(i) and (ii), the Global Notes shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order from the Company in the form of an Officers’ Certificate, authenticate and deliver, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) 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 Section 2.16 hereof, bear the Private Placement Legend. (e) The registered Holder of any a Global Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Indirect Participantspersons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (b) Interests of beneficial owners in a Global Note may be transferred in accordance with the applicable rules and procedures of the Depositary and the provisions of Section 3.14. Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees, except (i) as required in connection with transfers of interests therein pursuant to Section 3.14(b) or 3.14(g) or as may be required by the Issuers or the Trustee in connection with transfers pursuant to Section 3.14(i), and (ii) that U.S. Physical Notes or, subject to Section 3.14(h), Offshore Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the U.S. Global Note or the Offshore Global Note, respectively, in the event that (A) the Depositary notifies the Issuers that it is unwilling or unable to continue as Depositary for the applicable Global Note and a successor depositary is not appointed by the Issuers within 90 days or (B) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary. In addition, beneficial interests in a Global Note may be exchanged for Physical Notes upon request but only upon at least 20 days' prior written notice given to the Trustee by or on behalf of the Depository in accordance with customary procedures. In connection with any transfer or exchange of a portion of the beneficial interest in any Global Note to beneficial owners for Physical Notes pursuant to this Section 3.13(b), the Registrar shall record on its books and records (and make a notation on the Global Note of) the date and a decrease in the principal amount of such Global Note in an amount equal to the beneficial interest in the Global Note being transferred, and the Issuers shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and principal amount of authorized denominations. In connection with a transfer of an entire Global Note to beneficial owners pursuant to this paragraph (b), the applicable Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the applicable Global Note, an equal aggregate principal amount at maturity of U.S. Physical Notes (in the case of the U.S. Global Note) or Offshore Physical Notes (in the case of the Offshore Global Note), as the case may be, of authorized denominations. (c) Any beneficial interest in one of the Global Notes that is transferred to a person who takes delivery in the form of an interest in another Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (d) Each Issuer, any other obligor upon the Notes and the Trustee, in the discretion of any of them, may treat as the Act of a Holder any instrument or writing of any Person that is identified by the Depositary as the owner of a beneficial interest in the Global Note; provided that the fact and date of the execution of such instrument or writing is proved in accordance with Section 1.08(b). (e) Any U.S. Physical Note delivered in exchange for an interest in the U.S. Global Note pursuant to paragraph (b) of this Section shall, except as otherwise provided in Section 3.14, bear the Private Placement Legend.

Book-Entry Provisions for Global Notes. (a) The U.S. Global Notes and Offshore Global Notes initially shall (i) be registered in the name of the Depository Depositary for such Global Notes or the nominee of such DepositoryDepositary, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear legends as set forth in Section 2.17 hereof2.02. Members of, or participants in, the Depository Depositary (“Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depositary, or the Trustee as its custodian, or under the any Global Note, and the Depository Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a Holderbeneficial owner of any Note. (b) A Transfers of a Global Note may shall be limited to transfers of such Global Note in whole, but not be transferred in part, to the Depositary, its successors or exchanged for another Note other than as provided in Section 2.16(f)their respective nominees. Interests of beneficial owners in the a Global Notes Note may be transferred or exchanged for Certificated Notes in accordance with the applicable rules and procedures of the Depository Depositary and the provisions of Section 2.16 hereof2.08. In addition, but only U.S. Physical Notes and Offshore Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the U.S. Global Notes or the Offshore Global Notes, respectively, if (i) the Depository Depositary notifies the Company that it is unwilling or unable to continue as Depository Depositary for any the U.S. Global Note Notes or the Depository ceases to be Offshore Global Notes, as the case may be, and a clearing agency registered under the Exchange Act and, in either case, a qualified successor Depository depositary is not appointed by the Company within 120 90 days of such notice, notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a written request to the foregoing effect from the Depository to issue Certificated Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated NoteDepositary. (c) Any beneficial interest in one of the Global Notes that is transferred to a person who takes delivery in the form of an interest in the other Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (d) In connection with any transfer pursuant to paragraph (b) of this Section of a portion of the beneficial interests in the U.S. Global Notes to beneficial owners who are required to hold U.S. Physical Notes, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the U.S. Global Notes in an amount equal to the principal amount of the beneficial interest in the U.S. Global Notes to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more U.S. Physical Notes of like tenor and amount. (e) In connection with the exchange transfer of beneficial interests in the entire U.S. Global Notes for Certificated or Offshore Global Notes to beneficial owners pursuant to paragraph (b)(ib) and (ii)of this Section, the U.S. Global Notes or Offshore Global Notes, as the case may be, shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordinglycancellation, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order from the Company in the form of an Officers’ Certificate, shall authenticate and deliver, to each beneficial owner identified by the Depository in writing Depositary in exchange for its beneficial interest in the U.S. Global Notes or Offshore Global Notes, as the case may be, an equal aggregate principal amount of Certificated U.S. Physical Notes or Offshore Physical Notes, as the case may be, of authorized denominations. (df) Any Certificated U.S. Physical Note constituting a Restricted Security delivered in exchange for an interest in a the U.S. Global Note Notes pursuant to paragraph (b) or (cd) of this Section shall, except as otherwise provided by paragraph (d)(i)(x) and paragraph (e) of Section 2.16 hereof2.08, bear the Private Placement Legendlegend regarding transfer restrictions applicable to the U.S. Physical Note set forth in Section 2.02. (g) Any Offshore Physical Note delivered in exchange for an interest in the Offshore Global Notes pursuant to paragraph (b) of this Section shall, except as otherwise provided by paragraph (e) of Section 2.08, bear the legend regarding transfer restrictions applicable to the Offshore Physical Note set forth in Section 2.02. (h) The Holder registered holder of any a Global Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Indirect Participantspersons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (i) QIBs that are beneficial owners of interests in a Global Note may receive Physical Notes (which shall bear the Private Placement Legend if required by Section 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 books and records a decrease in the principal amount of the relevant Global Note equal to the principal amount of such Physical Notes and the Company shall execute and the Trustee shall authenticate and deliver one or more Physical Notes having an equal aggregate principal amount.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be deposited with and registered in the name of the Depository or the a nominee of such Depository, for DTC and (ii) be delivered to in the Trustee as custodian for such Depository and (iii) case of the Private Placement Global Notes, bear legends as set forth in Section 2.17 2.7(c) hereof. Members of, or participants in, the Depository (“Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or under the Global Note, and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members or Indirect Participants, the operation of customary practices governing the exercise of the rights of a Holder. (b) A Notwithstanding any other provisions of this Indenture, a Global Note may not be transferred or exchanged as a whole except by a nominee for another Note other than as provided in Section 2.16(f)DTC to a successor nominee for DTC. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Definitive Notes in accordance with the rules and procedures of the Depository Clearing Agency and the provisions of Section 2.16 hereof, but only 2.7 of this Indenture. All Global Notes shall be exchanged by the Issuer (with authentication by the Trustee) for one or more Definitive Notes if (a) the Clearing Agency (i) has notified the Depository notifies the Company Issuer that it is unwilling or unable to continue as Depository for any Global Note or the Depository ceases to be a clearing agency registered under and (ii) a successor to the Exchange Act and, in either case, a qualified successor Depository Clearing Agency is not appointed by the Company Issuer within 120 90 days of such noticenotification, or (iib) the Clearing Agency so requests following an Event of Default has occurred hereunder and which Event of Default is continuing or (c) in whole (but not in part) at any time if the Issuer in its sole discretion so determines and the Registrar has received a written request from the Depository to issue Certificated Notes. In any such case, the Company will notify notifies the Trustee in writing thatthat it elects to issue Definitive Notes. If an Event of Default occurs and is continuing, upon surrender the Issuer shall, at the written request delivered through the Clearing Agency of the holders of Notes thereof or of the holder of an interest therein, exchange all or part of a Global Note for one or more Definitive Notes (with authentication by the Trustee); provided, however, that the principal amount at maturity of such Agent Members Definitive Notes and Indirect Participants of their interests in such Global NoteNote after such exchange shall be $100 and any integral multiple of $1 in excess thereof. Whenever all of a Global Note is exchanged for one or more Definitive Notes, Certificated Notes it shall be surrendered by the holder thereof to the Trustee for cancellation. Whenever a part of a Global Note is exchanged for one or more Definitive Notes, the Global Note shall be surrendered by the holder thereof to the Trustee, who shall cause an adjustment to be made to Schedule A of such Global Note such that the principal amount of such Global Note will be issued equal to each Person that the portion of such Agent Members Global Note not exchanged, and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant shall thereafter return such Global Note to paragraph (c) of this Section 2.15such holder. A Global Notes also Note may not be exchanged or replaced, in whole or in part, for a Definitive Note other than as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note2.6(b). (c) In connection with the exchange transfer of beneficial interests in Global Notes for Certificated Notes as an entirety to beneficial owners pursuant to paragraph subsection (b)(ib) and (ii)of this Section 2.6, the Global Notes shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordinglycancellation, and in each case the Company Issuer shall execute, and the Trustee shall, upon receipt of an authentication order from the a Company Order in the form of an Officers’ Certificate, authenticate and delivermake available for delivery, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Certificated Definitive Notes of authorized denominations. (d) Any Certificated Definitive Note constituting a Restricted Security delivered in exchange for an interest in a Private Placement Global Note pursuant to paragraph Subsection (b) or (c) of this Section 2.6 shall, except as otherwise provided by Section 2.16 hereof2.8 or otherwise provided herein, bear the Private Placement Legend. (e) None of the Trustee, the Registrar, the Paying Agent or the Transfer Agent shall have any responsibility or obligation to any beneficial owner of an interest in a Global Note, any Agent Member or other member of, or a participant in, DTC or other Person with respect to the accuracy of the records of DTC or any nominee or participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any Agent Member or other participant, member, beneficial owner or other Person (other than DTC) of any notice or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the holders and all payments to be made to holders in respect of the Notes shall be given or made only to or upon the order of the registered holders (which shall be DTC or its nominee in the case of a Global Note). The Holder rights of beneficial owners in any Global Note shall be exercised only through DTC, subject to its applicable rules and procedures. The Trustee, the Registrar, the Paying Agent and the Transfer Agent may grant proxies rely and otherwise authorize any Person, including shall be fully protected in relying upon information furnished by DTC with respect to its Agent Members and Indirect Participantsother members, to take participants and any action which a Holder is entitled to take under this Indenture or the Notesbeneficial owners.

Book-Entry Provisions for Global Notes. (a) The Each Global Notes Note initially shall (i) be registered in the name of the Depository Depositary for such Global Note or the nominee of such Depository, Depositary (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear legends a legend as set forth in Section 2.17 hereof203. Neither the Company, the Trustee, the Paying Agent, nor any other agent of the Company shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Members of, or participants in, the Depository Depositary (“Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or under the Global Note, and the Depository Depositary may be treated by the Company, any other obligor upon the Notes, the Trustee and any agent of the Company or the Trustee any of them as the absolute owner of the such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, any other obligor upon the Notes, the Trustee or any agent of the Company or the Trustee any of them from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a Holder. (b) A Global Note may not be transferred or exchanged for another Note other than as provided in Section 2.16(f). Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.16 hereof, but only if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for any Global Note or the Depository ceases to be a clearing agency registered under the Exchange Act and, in either case, a qualified successor Depository is not appointed by the Company within 120 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 Certificated Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) any Note. The registered holder of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note. (c) In connection with the exchange of beneficial interests in Global Notes for Certificated Notes pursuant to paragraph (b)(i) and (ii), the Global Notes shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order from the Company in the form of an Officers’ Certificate, authenticate and deliver, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) 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 Section 2.16 hereof, bear the Private Placement Legend. (e) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Indirect ParticipantsPersons that may hold interests through Agent Members, to take any action which that a Holder is entitled to take under this Indenture or the Notes. (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole to the Depositary, its successors or their respective nominees. (c) [Reserved] (d) [Reserved] (e) The transfer and exchange of a Global Note or beneficial interests therein shall be effected through the Depositary, in accordance with this Indenture and the procedures of the Depositary therefor. (f) [Reserved] (g) The Company, any other obligor upon the Notes or the Trustee, in the discretion of any of them, may treat as the Act of a Holder any instrument or writing of any Person that is identified by the Depositary as the owner of a beneficial interest in the Global Note, provided that the fact and date of the execution of such instrument or writing is proved in accordance with Section 108(b). Section 313. [Reserved]

Book-Entry Provisions for Global Notes. (a) The Notes issued on the Issue Date initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Global Notes”). The Global Notes shall bear legends as set forth in Exhibit B. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent Member and (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Section 2.17 hereofDepository. Members of, or direct or indirect participants in, the Depository (“Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depository, or the Trustee as its custodian, or under the Global NoteNotes, and the Depository may be treated by the CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Trustee or any agent of the Company Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a HolderHolder of any Note. (b) A Transfers of Global Note may Notes shall be limited to transfer in whole, but not be transferred in part, to the Depository, its successors or exchanged for another Note other than as provided in Section 2.16(f)their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Physical Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.16 hereofDepository. In addition, but only a Global Note shall be exchangeable for Physical Notes if (i) the Depository (x) notifies the Company Issuer (and the Issuer notifies the Trustee) that it is unwilling or unable to continue as Depository depository for any such Global Note and the Issuer thereupon fails to appoint a successor depository or the Depository ceases (y) has ceased to be a clearing agency registered under the Exchange Act andand the Issuer thereupon fails to appoint a successor depository, in either case, a qualified successor Depository is not appointed by the Company within 120 days of such notice, or (ii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of such Physical Notes or (iii) there shall have occurred and be continuing an Event of Default has occurred and is continuing and with respect to the Registrar has received a written request from the Depository to issue Certificated Notes. In any such caseall cases, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Physical Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a for any Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, beneficial interests therein shall be authenticated and delivered registered in the form ofnames, and shall beissued in any approved denominations, a Certificated Noterequested by or on behalf of the Depository (in accordance with its customary procedures). (c) In connection with the any transfer or exchange of a portion of the beneficial interests interest in any Global Notes for Certificated Notes Note to beneficial owners pursuant to paragraph (b)(ib), the Registrar and Depository shall (if one or more Physical Notes are to be issued) reflect on their respective 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 Issuer shall execute, and the Trustee shall upon receipt of a written order from the Issuer authenticate and make available for delivery, one or more Physical Notes of like tenor and amount. (iid) In connection with the transfer of Global Notes as an entirety to beneficial owners pursuant to paragraph (b), the Global Notes shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordinglycancellation, and in each case the Company Issuer shall execute, and the Trustee shall, upon receipt of an authentication order from the Company in the form of an Officers’ Certificate, shall authenticate and deliver, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (de) Any Certificated Note constituting beneficial interest in one of the Global Notes that is transferred to a Restricted Security delivered Person who takes delivery in exchange for the form of an interest in a another Global Note pursuant to paragraph (b) or (c) shall, except upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note and, accordingly, shall thereafter be subject to all transfer restrictions and other procedures applicable to beneficial interests in such other Global Note for as otherwise provided by Section 2.16 hereof, bear the Private Placement Legendlong as it remains such an interest. (ef) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Indirect ParticipantsPersons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) The Each Global Notes Note initially shall (i) be registered in the name of the Depository Depositary for such Global Note or the nominee of such DepositoryDepositary, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear legends as set forth in Section 2.17 hereof202. Members of, or participants in, the Depository Depositary (“"Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depositary, or the Trustee as its custodian, or under the Global Note, and the Depository Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or shall impair, as between the Depository Depositary and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a Holderholder of any Note. (b) A Transfers of a Global Note may shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees, except (i) as otherwise set forth in Section 307 and (ii) U.S. Physical Notes or Offshore Physical Notes shall be transferred or exchanged for another Note other than as provided in Section 2.16(f). Interests of to all beneficial owners in exchange for their beneficial interests in the U.S. Global Notes may be transferred Note or exchanged for Certificated Notes the Offshore Global Note, respectively, in accordance with the rules and procedures of event that the Depository and the provisions of Section 2.16 hereof, but only if (i) the Depository Depositary notifies the Company that it is unwilling or unable to continue as Depository Depositary for any the applicable Global Note or the Depository Depositary ceases to be a clearing agency "Clearing Agency" registered under the Exchange Act and, in either case, and a qualified successor Depository depositary is not appointed by the Company within 120 days 90 days. Interests 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 Certificated Notes. In any such case, the Company will notify the Trustee beneficial owners in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this may be transferred in accordance with the rules and procedures of the Depositary and the provisions of Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note. (c) 307. In connection with the exchange transfer of an entire Global Note to beneficial interests in Global Notes for Certificated Notes owners pursuant to clause (ii) of this paragraph (b)(i) and (iib), the applicable Global Notes Note shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordinglycancellation, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order from the Company in the form of an Officers’ Certificate, shall authenticate and deliver, to each beneficial owner identified by the Depository in writing Depositary in exchange for its beneficial interest in the applicable Global NotesNote, an equal aggregate principal amount at maturity of Certificated U.S. Physical Notes (in the case of the U.S. Global Note) or Offshore Physical Notes (in the case of the Offshore Global Note), as the case may be, of authorized denominations. (c) Any beneficial interest in one of the Global Notes that is transferred to a Person who takes delivery in the form of an interest in the other Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (d) Any Certificated U.S. Physical Note constituting a Restricted Security delivered in exchange for an interest in a the U.S. Global Note pursuant to paragraph (b) or (c) of this Section shall, unless such change is made on or after the Resale Restriction Termination Date and except as otherwise provided by in Section 2.16 hereof307, bear the Private Placement Legend. (e) The Holder registered holder of any a Global Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Indirect Participantspersons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) The U.S. Global Notes Note and Offshore Global Note initially shall (i) be registered in the name of the Depository Depositary for such Global Notes or the nominee of such DepositoryDepositary, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear legends as set forth in Section 2.17 hereof2.02. Members of, or participants in, the Depository Depositary (“Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depositary, or the Trustee as its custodian, or under the Global Note, and the Depository Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a Holderholder of any Note. (b) A Transfers of a Global Note may shall be limited to transfers of such Global Note in whole, but not be transferred in part, to the Depositary, its successors or exchanged for another Note other than as provided in Section 2.16(f)their respective nominees. Interests of beneficial owners in the a Global Notes Note may be transferred or exchanged for Certificated Notes in accordance with the rules and procedures of the Depository Depositary and the provisions of Section 2.16 hereof2.08. In addition, but only if U.S. Physical Notes and Offshore Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the U.S. Global Note or the Offshore Global Note, respectively, (i) (A) if the Depository Depositary notifies the Company that it is unwilling or unable to continue as Depository Depositary for any the U.S. Global Note or the Depository ceases Offshore Global Note, as the case may be, and a successor depositary is not appointed by the Company within 90 days of such notice, or (B) the Depositary has ceased to be a clearing agency registered under the Exchange Act andAct, in either case, a qualified successor Depository is not appointed by the Company within 120 days of such notice, or (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of U.S. Physical Notes and Offshore Physical Notes, (iii) if an Event of Default has occurred and is continuing and the Registrar has received a written request therefor from the Depository to issue Certificated Notes. In any such case, Depositary or (iv) in accordance with the Company will notify rules and procedures of the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants Depositary and the Depository identify as being the beneficial owner provisions of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note2.08. (c) Any beneficial interest in one of the Global Notes that is transferred to a person who takes delivery in the form of an interest in the other Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (d) In connection with any transfer of a portion of the beneficial interests in the U.S. Global Note or Permanent Offshore Global Note to beneficial owners pursuant to paragraph (b) of this Section, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the U.S. Global Note or Permanent Offshore Global Note in an amount equal to the principal amount of the beneficial interest in the U.S. Global Note or Permanent Offshore Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more U.S. Physical Notes or Offshore Physical Notes, as the case may be, of like tenor and amount. (e) In connection with the exchange transfer of the entire U.S. Global Note or Offshore Global Note to beneficial interests in Global Notes for Certificated Notes owners pursuant to paragraph (b)(ib) and (ii)of this Section, the U.S. Global Notes Note or Offshore Global Note, as the case may be, shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordinglycancellation, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order from the Company in the form of an Officers’ Certificate, shall authenticate and delivermake available for delivery, to each beneficial owner identified by the Depository in writing Depositary in exchange for its beneficial interest in the U.S. Global NotesNote or Offshore Global Note, as the case may be, an equal aggregate principal amount of Certificated U.S. Physical Notes or Offshore Physical Notes, as the case may be, of authorized denominations. (df) Any Certificated U.S. Physical Note constituting a Restricted Security delivered in exchange for an interest in a the U.S. Global Note pursuant to paragraph (b), (d) or (ce) of this Section shall, except as otherwise provided by paragraph (f) of Section 2.16 hereof2.08, bear the Private Placement Legendlegend regarding transfer restrictions applicable to the U.S. Physical Note set forth in Section 2.02. (g) Any Offshore Physical Note delivered in exchange for an interest in the Temporary Offshore Global Note pursuant to paragraph (b), (d) or (e) of this Section shall, except as otherwise provided by paragraph (f) of Section 2.08, bear the legend regarding transfer restrictions set forth in Section 2.02. (h) The Holder registered holder of any a Global Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Indirect Participantspersons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) The Global Notes Note initially shall (i) be registered in the name of the Depository Depositary or the nominee of such DepositoryDepositary, (ii) be delivered to the Trustee as custodian for such Depository the Depositary and (iii) bear legends as set forth in Section 2.17 hereof. on the face of the Form of Note. (b) Members of, or participants in, the Depository Depositary (“Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ) shall have no rights under this Indenture with in respect to of any Global Note held on their behalf by the Depository Depositary, or the Trustee as its custodian, or under the Global Note, and the Depository Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a any Holder. (bc) A Transfers of the Global Note may shall be limited to transfers in whole, but not be transferred in part, to the Depositary, its successors or exchanged for another Note other than as provided in Section 2.16(f)their respective nominees. Interests of beneficial owners in the a Global Notes Note may be transferred or exchanged exchanged, in whole or in part, for Certificated Physical Notes in accordance with the rules and procedures of the Depository Depositary and the provisions of Section 2.16 hereof2.13. In addition, but only Physical Notes shall be transferred to all Beneficial Owners in exchange for their beneficial interests in the Global Note if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository Depositary for any such Global Note or the Depository ceases (ii) has ceased to be a clearing agency registered under the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, in either such case, a qualified no successor Depository is not Depositary shall have been appointed by the Company within 120 90 days of such notice, notification or of the Company becoming aware of such event; or (iiB) there shall have occurred and be continuing an Event of Default has occurred and is continuing in respect of such Global Note and the Registrar has received a written request from the Depository outstanding Notes shall have become due and payable pursuant to issue Certificated Notes. In any such case, the Company will notify Section 7.02 and the Trustee requests that Physical Note be issued; provided that Holders of Physical Note offered and sold in writing thatreliance on Rule 144A shall have the right, upon surrender by subject to applicable law, to request that such Agent Members and Indirect Participants of their Notes be exchanged for interests in such the applicable Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being . (d) In connection with any transfer or exchange of a portion of the beneficial owner of interest in the related Notes Global Note to Beneficial Owners pursuant to paragraph clause (c) of this Section 2.15. Global , the Registrar shall (if one or more Physical Notes also may are to be exchanged or replaced, issued) reflect on its books and records the date and a decrease in whole or in part, as provided in Sections 2.07 and 2.10 the Principal Amount of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a the Global Note or any portion thereof, pursuant in an amount equal to this Section 2.15 or Section 2.07 or 2.10 the Principal Amount of this Indenture, shall be authenticated and delivered the beneficial interest in the form ofGlobal Note to be transferred, and the Company shall beexecute, a Certificated Noteand the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount. (ce) In connection with the exchange transfer of beneficial interests in the entire Global Notes for Certificated Notes Note to Beneficial Owners pursuant to paragraph clause (b)(ic) and (ii)of this Section 2.15, the Global Notes Note shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordinglycancellation, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order from the Company in the form of an Officers’ Certificate, shall authenticate and deliver, to each beneficial owner identified by the Depository in writing Depositary in exchange for its beneficial interest in the Global NotesNote, an equal aggregate principal amount Principal Amount of Certificated Physical Notes of authorized denominationsdenominations and the same tenor. (df) Any Certificated Physical Note constituting bearing a Restricted Security restrictive Legend delivered in exchange for an interest in a the Global Note pursuant to paragraph clause (bc) or (cd) shall, except as otherwise provided by of this Section 2.16 hereof, 2.15 shall bear the Private Placement Legendlegend regarding transfer restrictions applicable to the Physical Notes set forth on the face of the form of Note in Exhibit A hereto. (eg) The Holder of any the Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Indirect ParticipantsPersons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (h) The Trustee shall have no responsibility or obligation to any Beneficial Owner of a Global Note, a member or, or a participant in the Depositary or other Person in respect of the accuracy of the books or records, or the acts or omissions, of the Depositary or its nominee or of any participant or member thereof, in respect of any ownership interest in the Notes or in respect of the delivery to any participant, member, Beneficial Owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or in respect of such Notes. All notices and communications to be given to the Holders and all payment to be made to Holders under the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subject to the applicable procedures of the Depositary. The Trustee may rely on information furnished by the Depositary in respect of its Agent Members and any Beneficial Owners.

Book-Entry Provisions for Global Notes. (a) The Each U.S. Global Notes Note and Offshore Global Note initially shall (i) be registered in the name of the Depository for such Global Notes or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Section 2.17 hereof2.02. Members of, or participants in, the Depository (“"Agent ----- Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ") shall have no rights under this Indenture with respect ------- to any Global Note held on their behalf by the Depository Depository, or the Trustee as its custodian, or under the any Global Note, and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a Holderbeneficial owner of any Note. (b) A Transfers of a Global Note may shall be limited to transfers of such Global Note in whole, but not be transferred in part, to the Depository, its successors or exchanged for another Note other than as provided in Section 2.16(f)their respective nominees. Interests of beneficial owners in the a Global Notes Note may be transferred or exchanged for Certificated Notes in accordance with the applicable rules and procedures of the Depository and the provisions of Section 2.16 hereof2.08. In addition, but only U.S. Certificated Notes or Offshore Certificated Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a U.S. Global Note or an Offshore Global Note, respectively, if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for any the U.S. Global Note Notes or the Depository ceases to be Offshore Global Notes, as the case may be, and a clearing agency registered under the Exchange Act and, in either case, a qualified successor Depository depositary is not appointed by the Company within 120 90 days of such notice, notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a written request to the foregoing effect from the Depository to issue Certificated Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated NoteDepository. (c) Any beneficial interest in one of the Global Notes that is transferred to a Person who takes delivery in the form of an interest in the other Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (d) In connection with any transfer pursuant to paragraph (b) of this Section of a portion of the beneficial interests in a U.S. Global Note or Offshore Global Note to beneficial owners who are required to hold U.S. Certificated Notes, the Registrar shall reflect on its books and records the date and a decrease in the principal amount at maturity of such U.S. Global Note or Offshore Global Note in an amount equal to the principal amount at maturity of the beneficial interest in such U.S. Global Note or Offshore Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more U.S. Certificated Notes or Offshore Certificated Notes, as the case may be, of like tenor and amount. (e) In connection with the exchange transfer of beneficial interests in all the U.S. Global Notes for Certificated or Offshore Global Notes to beneficial owners pursuant to paragraph (b)(ib) and (ii)of this Section, the U.S. Global Notes or Offshore Global Notes, as the case may be, shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordinglycancellation, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order from the Company in the form of an Officers’ Certificate, shall authenticate and deliver, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the U.S. Global Notes or Offshore Global Notes, as the case may be, an equal aggregate principal amount at maturity of U.S. Certificated Notes or Offshore Certificated Notes, as the case may be, of authorized denominations. (df) Any U.S. Certificated Note constituting a Restricted Security delivered in exchange for an interest in a U.S. Global Note pursuant to paragraph (b), (d) or (ce) of this Section shall, except as otherwise provided by paragraphs (f)(i)(x) and (d) of Section 2.16 2.08 hereof, bear the Private Placement Legendlegend regarding transfer restrictions applicable to the U.S. Certificated Note set forth in Section 2.02. (g) Any Offshore Certificated Note delivered in exchange for an interest in an Offshore Global Note pursuant to paragraph (b), (d) or (e) of this Section shall, except as otherwise provided by paragraphs (f)(i)(x) and (d) of Section 2.08 hereof, bear the legend regarding transfer restrictions applicable to the Offshore Certificated Note set forth in Section 2.02 hereof. (h) The Holder registered holder of any a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Indirect ParticipantsPersons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (i) QIBs that are beneficial owners of interests in a Global Note may receive Certificated Notes (which shall bear the Private Placement Legend if required by Section 2.02) in accordance with the procedures of the Depository. In connection with the execution, authentication and delivery of such Certificated Notes, the Registrar shall reflect on its books and records a decrease in the principal amount of the relevant Global Note equal to the principal amount of such Certificated Notes and the Company shall execute and the Trustee shall authenticate and deliver one or more Certificated Notes having an equal aggregate principal amount.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Section 2.17 hereof. Exhibit C. Members of, or participants in, the Depository (“"Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depository, or the Trustee as its custodian, or under the Global Note, and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a HolderHolder of any Note. (b) A Transfers of Global Note may Notes shall be limited to transfers in whole, but not be transferred in part, to the Depository, its successors or exchanged for another Note other than as provided in Section 2.16(f)their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Physical Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.16 Sections 3.03 and 3.17 hereof. In addition, but only Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in Global Notes if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for any Global Note Note, or the Depository ceases that it will cease to be a clearing agency registered "Clearing Agency" under the Exchange Act andAct, and in either case, case a qualified successor Depository is not appointed by the Company within 120 90 days of such notice, notice or (ii) an Event of Default has occurred and is continuing and the Registrar or co-Registrar has received a written request from the Depository to issue Certificated Physical Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note. (c) In connection with the any transfer or exchange of a portion of the beneficial interests interest in any Global Notes for Certificated Notes Note to beneficial owners pursuant to paragraph (b)(ib) of this Section 3.16, the Registrar or co-Registrar shall (if one or more Physical Notes are to be issued) 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 Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and principal amount of authorized denominations, and each Subsidiary Guarantor, if any, shall execute a notation thereon in respect of its Subsidiary Guarantee. (ii)d) In connection with the transfer of Global Notes as an entirety to beneficial owners pursuant to paragraph (b) of this Section 3.16, the Global Notes shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordinglycancellation, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order from a Company Order the Company in the form of an Officers’ Certificate, Trustee shall authenticate and deliver, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Certificated Physical Notes of like tenor of authorized denominations, and each Subsidiary Guarantor, if any, shall execute a notation thereon in respect of its Subsidiary Guarantee. (de) Any Certificated Physical Note constituting a Restricted Security Note delivered in exchange for an interest in a Global Note pursuant to paragraph subparagraph (b), (c) or (cd) of this Section 3.16 shall, except as otherwise provided by Section 2.16 3.17 hereof, bear the Private Placement Legend. (ef) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Indirect ParticipantsPersons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Section 2.17 hereof. Members of, or participants in, the Depository (“Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ) shall have no rights under this Supplemental Indenture with respect to any Global Note held on their behalf by the Depository or under the Global NoteNotes, and the Depository may be treated by the CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of the Global Note Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Trustee or any agent of the Company Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a Holder. (b) A Global Note may not be transferred or exchanged for another Note other than as provided in Section 2.16(f). Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.16 hereof. In addition, but only if (i) the Depository (x) notifies the Company Issuer that it is unwilling no longer willing or unable able to continue act as Depository for any Global Note or the Depository ceases (y) has ceased to be a clearing agency company registered under the Exchange Act and, in either each case, a qualified successor Depository depositary is not appointed by the Company Issuer within 120 90 days of such notice, 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 Certificated Notes. In any such caseIssuer, the Company will notify at its option, notifies the Trustee in writing thatthat it elects to cause the issuance of Certified Notes, then, upon surrender by such Agent Members and Indirect Participants the relevant Holder of their interests in such its Global Note, Certificated Certified Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify Holder identified as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Noteowner. (c) In connection with the exchange transfer of beneficial interests in Global Notes for Certificated Notes as an entirety to beneficial owners pursuant to paragraph (b)(i) and (iib), the Global Notes shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordinglycancellation, and in each case the Company Issuer shall execute, and the Trustee shall, upon receipt of an authentication order from the Company Issuer in the form of an Officers’ Officer’s Certificate, authenticate and deliver, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) 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 Section 2.16 hereof, bear the Private Placement Legend. (e) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Indirect ParticipantsPersons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Supplemental Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Section 2.17 hereof. EXHIBIT B. Members of, or participants in, the Depository (“Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), "PARTICIPANTS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depository, or the Trustee as its custodian, or under the Global Note, and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members or Indirect Participants, the operation of customary practices governing the exercise of the rights of a HolderHolder of any Note. (b) A Transfers of Global Note may Notes shall be limited to transfers in whole, but not be transferred in part, to the Depository, its successors or exchanged for another Note other than as provided in Section 2.16(f)their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Physical Notes in accordance with ACCORDANCE WITH the rules and procedures of the Depository and the provisions of Section 2.16 hereofDepository; PROVIDED, but only HOWEVER, that Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in Global Notes if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for any Global Note or the Depository ceases to be and a clearing agency registered under the Exchange Act and, in either case, a qualified successor Depository is not appointed by the Company within 120 90 days of such notice, 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 Certificated Physical Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note. (c) In connection with the any transfer or exchange of a portion of the beneficial interests interest in a Global Notes for Certificated Notes Note to beneficial owners pursuant to paragraph (b)(ib), 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 the principal amount of such Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount. (ii)d) In connection with the transfer of Global Notes as an entirety to beneficial owners pursuant to paragraph (b) of this SECTION 2.15, the Global Notes shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordinglycancellation, and in each case the Company shall execute, and the Trustee shall, shall upon receipt of an authentication order written instructions from the Company in signed by an Officer of the form of an Officers’ Certificate, Company authenticate and deliver, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (d) 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 Section 2.16 hereof, bear the Private Placement Legend. (e) The the Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members Participants and Indirect Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or the NotesNotes and the Trustee is entitled to rely upon any electronic instructions from beneficial owners to the Holder of any Global Note. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Participants or beneficial owners of interest in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. (g) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this SECTION 2.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depository Depositary or the nominee of such DepositoryDepositary, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear the applicable legends as set forth in Section 2.17 hereof. Exhibit B. Members of, or participants in, the Depository Depositary (“Agent MembersParticipants”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depositary, or the Trustee as its custodian, or under the Global Note, and the Depository Depositary may be treated by the CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Trustee or any agent of the Company Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members or Indirect Participants, the operation of customary practices governing the exercise of the rights of a HolderHolder of any Note. (b) A Transfers of Global Note may Notes shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. Physical Notes shall be transferred or exchanged for another Note other than as provided in Section 2.16(f). Interests of issued to all beneficial owners in the exchange for their beneficial interests in Global Notes may be transferred or exchanged for Certificated Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.16 hereof, but only if (i) the Depository Depositary notifies the Company Issuer that it is unwilling or unable to continue as Depository Depositary for any Global Note or the Depository ceases to be and a clearing agency registered under the Exchange Act and, in either case, a qualified successor Depository Depositary is not appointed by the Company Issuer, with a copy to the Trustee, within 120 90 days of such notice, notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depository Depositary to issue Certificated Physical Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note. (c) In connection with the any transfer or exchange of a portion of the beneficial interests interest in a Global Notes for Certificated Notes Note to beneficial owners pursuant to paragraph (b)(ib) and (ii)of this Section 2.15, 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 the principal amount of such Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Issuer shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of authorized denominations in an aggregate principal amount equal to the principal amount of the beneficial interest in the Global Note so transferred. (d) In connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to paragraph (b) of this Section 2.15, such Global Note shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (bi) the Issuer shall execute, (ii) the Guarantors shall execute notations of Subsidiary Guarantees on and (iii) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order written instructions from the Company in the form of an Officers’ Certificate, Issuer authenticate and deliver, to each beneficial owner identified by the Depository in writing Depositary in exchange for its beneficial interest in the such Global NotesNote, an equal aggregate principal amount of Certificated Physical Notes of in authorized denominations. (de) Any Certificated 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 2.15 shall, except as otherwise provided by Section 2.16 hereof2.16, bear the Private Placement Legend. (ef) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members Participants and Indirect Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depository Depositary or the nominee of such DepositoryDepositary, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear legends as set forth in Section 2.17 hereof. Exhibit B. Members of, or participants in, the Depository Depositary (“Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), "Participants") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depositary, or the Trustee as its custodian, or under the Global Note, and the Depository Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members or Indirect Participants, the operation of customary practices governing the exercise of the rights of a HolderHolder of any Note. (b) A Global Note may not Notes shall be transferred or exchanged for another Note other than as provided in Section 2.16(f). Interests of to all beneficial owners in the exchange for their beneficial interests in Global Notes may be transferred or exchanged for Certificated Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.16 hereof, but only if (i) the Depository Depositary notifies the Company that it is unwilling or unable to continue as Depository Depositary for any Global Note or the Depository ceases to be and a clearing agency registered under the Exchange Act and, in either case, a qualified successor Depository depositary is not appointed by the Company within 120 30 days of such notice, notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depository Depositary to issue Certificated Physical Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note. (c) In connection with the any transfer or exchange of a portion of the beneficial interests interest in any Global Notes for Certificated Notes Note to beneficial owners pursuant to paragraph (b)(ib), 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 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 or exchanged, and the Company shall execute (iiand the Subsidiary Guarantors shall execute the Subsidiary Guarantee endorsed thereon), and the Trustee, pursuant to instructions set forth in an Officers' Certificate from the Company, shall authenticate and deliver, one or more Physical Notes of like tenor and amount. (d) In connection with the transfer or exchange of Global Notes as an entirety to beneficial owners pursuant to paragraph (b), the Global Notes shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordinglycancellation, and in each case the Company shall executeexecute (and the Subsidiary Guarantors shall execute the Subsidiary Guarantee endorsed thereon), and the Trustee shallTrustee, upon receipt of pursuant to instructions set forth in an authentication order Officers' Certificate from the Company in the form of an Officers’ CertificateCompany, shall authenticate and deliver, to each beneficial owner identified by the Depository in writing Depositary in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (de) Any Certificated Note constituting Upon consummation of any redemption pursuant to Section 3.01 or any Offer pursuant to Sections 4.11, 4.12 or 4.13, the Registrar shall reflect on its book and records the date and a Restricted Security delivered decrease in exchange for an interest in a the principal amount of the Global Note in an amount equal to the aggregate principal amount being redeemed or purchased by the Company. The Global Note shall be deemed to be surrendered to the Trustee by the Notes Custodian and the Company shall execute (and the Subsidiary Guarantors shall execute the Subsidiary Guarantee endorsed thereon), and the Trustee, pursuant to paragraph (b) or (c) shallinstructions set forth in an Officers' Certificate from the Company, except as otherwise provided by Section 2.16 hereofshall authenticate and deliver to the Notes Custodian, bear the Private Placement Legend. (e) The Holder of any a new Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Indirect Participants, to take any action which a Holder is entitled to take under this Indenture or the Notesreflecting such reduction in principal amount outstanding.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be deposited with and registered in the name of a nominee for the Depository or Common Depositary of the nominee of such Depository, Clearing Agencies and (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Section 2.17 2.7(g) hereof. Members of, or participants in, the Depository (“Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or under the Global Note, and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members or Indirect Participants, the operation of customary practices governing the exercise of the rights of a Holder. (b) A Notwithstanding any other provisions of this Indenture, a Global Note may not be transferred or exchanged as a whole except by a nominee for another Note other than as provided in Section 2.16(f)the Common Depositary to a successor nominee for the Common Depositary. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Definitive Notes in accordance with the rules and procedures of the Depository Clearing Agency and the provisions of Section 2.16 hereof, but only 2.7 of this Indenture. All Global Notes shall be exchanged by the Issuer (with authentication by the Trustee) for one or more Definitive Notes if (a) any Clearing Agency (i) has notified the Depository notifies the Company Issuer that it is unwilling or unable to continue as Depository for any Global Note or the Depository ceases to be a clearing agency registered under and (ii) a successor to the Exchange Act and, in either case, a qualified successor Depository Clearing Agency is not appointed by the Company Issuer within 120 90 days of such noticenotification, or (iib) any Clearing Agency so requests following an Event of Default has occurred hereunder and which Event of Default is continuing or (c) in whole (but not in part) at any time if the Issuer in its sole discretion so determines and the Registrar has received a written request from the Depository to issue Certificated Notes. In any such case, the Company will notify notifies the Trustee in writing thatthat it elects to issue Definitive Notes. If an Event of Default occurs and is continuing, upon surrender the Issuer shall, at the written request delivered through a Clearing Agency of the holders of Notes thereof or of the holder of an interest therein, exchange all or part of a Global Note for one or more Definitive Notes (with authentication by the Trustee); provided, however, that the principal amount at maturity of such Agent Members Definitive Notes and Indirect Participants of their interests in such Global NoteNote after such exchange shall be €50,000 and any integral multiple of €1,000 in excess thereof. Whenever all of a Global Note is exchanged for one or more Definitive Notes, Certificated Notes it shall be surrendered by the holder thereof to the Trustee for cancellation. Whenever a part of a Global Note is exchanged for one or more Definitive Notes, the Global Note shall be surrendered by the holder thereof to the Trustee, who shall cause an adjustment to be made to Schedule A of such Global Note such that the principal amount of such Global Note will be issued equal to each Person that the portion of such Agent Members Global Note not exchanged, and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant shall thereafter return such Global Note to paragraph (c) of this Section 2.15such holder. A Global Notes also Note may not be exchanged or replaced, in whole or in part, for a Definitive Note other than as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note2.6(b). (c) In connection with the exchange transfer of beneficial interests in Global Notes for Certificated Notes as an entirety to beneficial owners pursuant to paragraph subsection (b)(ib) and (ii)of this Section 2.6, the Global Notes shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordinglycancellation, and in each case the Company Issuer shall execute, and the Trustee shall, upon receipt of an authentication order from the a Company Order in the form of an Officers’ Certificate, authenticate and delivermake available for delivery, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Certificated Definitive Notes of authorized denominations. (d) Any Certificated Definitive Note constituting a Restricted Security delivered in exchange for an interest in a Global Note pursuant to paragraph Subsection (b) or (c) of this Section 2.6 shall, except as otherwise provided by Section 2.16 hereof2.8, bear the Private Placement Legend. (e) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Indirect Participants, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) This Section 2.06(a) shall apply only to a Global Note deposited with or on behalf of the Depository. The Company shall execute and the Trustee shall, in accordance with this Section 2.06, authenticate and deliver initially one or more Global Notes initially shall that (i) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository, (ii) shall be delivered by the Trustee to such Depository or pursuant to such Depository's instructions or held by the Trustee as custodian for such the Depository and (iii) bear legends as set forth in Section 2.17 hereof2.05(b). Members of, or participants in, the Depository (“Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), the "AGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depository, or the Trustee as its custodian, or under the Global Note, Note and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a HolderHolder of any Note. (b) A Transfers of a Global Note may shall be limited to transfers of such Global Note in whole, but not be transferred in part, to the Depository, its successor or exchanged for another Note other than as provided in Section 2.16(f)their respective nominees. Interests of beneficial owners in the a Global Notes Note may be transferred or exchanged for Certificated Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.16 hereof2.07. In addition, but only Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (i) the Depository notifies the Company in writing that it (or its nominee) is unwilling or unable to continue to act as Depository for any the Global Note or the Depository ceases to be a clearing agency registered Notes under the Exchange Act and, in either case, and a qualified successor Depository depository registered as a clearing agency under the Exchange Act is not appointed by the Company within 120 90 days of such notice, notice or (ii) at any time if the Company determines that the Global Notes (in whole but not in part) should be exchanged for Physical Notes. In addition to the foregoing, during the continuance of an Event of Default has occurred holders of book-entry interests will be entitled to request and is continuing and the Registrar has received a written request from the Depository to issue Certificated receive Physical Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Such Physical Notes will be issued to each Person that such Agent Members and Indirect Participants and registered in the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange forname of, or as directed by, that person only upon the request in lieu of, writing made through a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated NoteDepository participant. (c) In connection with any transfer of a portion of the exchange of beneficial interests in a Global Notes for Certificated Notes Note to beneficial owners pursuant to paragraph (b)(ib) of this Section, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Notes in an amount equal to the principal amount of the beneficial interest in such Global Notes to be transferred, and the 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 the entire Global Note to beneficial owners pursuant to clauses (i) or (ii)) of paragraph (b) of this Section, the Global Notes Note shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordinglycancelation, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order from the Company in the form of an Officers’ Certificate, shall authenticate and deliver, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the Global Notes, Note an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (de) Any Certificated Physical Note constituting a Restricted Security delivered in exchange for an interest in a the Global Note pursuant to paragraph (b) or (cd) of this Section shall, except as otherwise provided by paragraph (a) of Section 2.16 hereof2.05, bear the Private Placement Legendlegend regarding transfer restrictions applicable to the Physical Note set forth in Section 2.05. (ef) The Holder registered holder of any a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Indirect ParticipantsPersons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (g) Beneficial owners of interests in a Global Note may receive Physical Notes (which shall bear the Private Placement Legend if required by Section 2.05) in accordance with the procedures of the Depository. In connection with the execution, authentication and delivery of such Physical Notes, the Registrar shall reflect on its books and records a decrease in the principal amount of the Global Note equal to the principal amount of such Physical Notes and the Company shall execute and the Trustee shall authenticate and deliver one or more Physical Notes having an equal aggregate principal amount.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Section 2.17 hereof. Exhibit B. Members of, or participants in, the Depository (“"Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depository, or the Trustee as its custodian, or under the Global Note, and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a HolderHolder of any Note. (b) A Transfers of Global Note may Notes shall be limited to transfers in whole, but not be transferred in part, to the Depository, its successors or exchanged for another Note other than as provided in Section 2.16(f)their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Physical Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.16 Sections 3.03 and 3.17 hereof. In addition, but only Physical Notes shall be transferred to all beneficial owners, in exchange for their beneficial interests in Global Notes if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for any Global Note Note, or the Depository ceases that it will cease to be a clearing agency registered "Clearing Agency" under the Exchange Act andAct, and in either case, case a qualified successor Depository is not appointed by the Company within 120 90 days of such notice, 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 Certificated Physical Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note. (c) In connection with the any transfer or exchange of a portion of the beneficial interests interest in any Global Notes for Certificated Notes Note to beneficial owners pursuant to paragraph (b)(ib), 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 the principal amount at maturity of the Global Note in an amount equal to the principal amount at maturity of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and principal amount of authorized denominations. (iid) In connection with the transfer of Global Notes as an entirety to beneficial owners pursuant to paragraph (b), the Global Notes shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordinglycancellation, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order from the Company in the form of an Officers’ Certificate, shall authenticate and deliver, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount at maturity of Certificated Physical Notes of like tenor of authorized denominations. (de) Any Certificated Physical Note constituting a Restricted Security Note delivered in exchange for an interest in a Global Note pursuant to paragraph subparagraph (b), (c) or (cd) of this Section 3.16 shall, except as otherwise provided by Section 2.16 3.17 hereof, bear the Private Placement Legend. (ef) The Holder of any Global Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Indirect Participantspersons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) The Each Global Notes Note initially shall (i) be registered in the name of the Depository Depositary for such Global Note or the nominee of such DepositoryDepositary, in each case for credit to the account of an Agent Member, and (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Section 2.17 hereofDepositary. Neither the Company, the Co-Issuer nor any agent of either Issuer shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Members of, or participants in, the Depository Depositary (“Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depositary, or its custodian, or under the such Global Note, and the Depository Notes. The Depositary may be treated by the Company, the Co-Issuer, any other obligor upon the Notes, the Trustee and any agent of the Company or the Trustee any of them as the absolute owner of the Global Note Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Co-Issuer, any other obligor upon the Notes, the Trustee or any agent of the Company or the Trustee any of them from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a Holder. (b) A beneficial owner of any Note. The registered Holder of a Global Note may not be transferred or exchanged for another Note other than as provided in Section 2.16(f). Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Notes in accordance with the rules grant proxies and procedures of the Depository and the provisions of Section 2.16 hereofotherwise authorize any Person, but only if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for any Global Note or the Depository ceases to be a clearing agency registered under the Exchange Act and, in either case, a qualified successor Depository is not appointed by the Company within 120 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 Certificated Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such including Agent Members and Indirect Participants of their Persons that may hold interests in such Global Note, Certificated Notes will be issued to each Person that such through Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note. (c) In connection with the exchange of beneficial interests in Global Notes for Certificated Notes pursuant to paragraph (b)(i) and (ii), the Global Notes shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order from the Company in the form of an Officers’ Certificate, authenticate and deliverMembers, to each beneficial owner identified by take any action that a Holder is entitled to take under this Indenture or the Depository in writing in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) 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 Section 2.16 hereof, bear the Private Placement Legend. (e) . The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Indirect ParticipantsPersons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but, subject to the immediately succeeding sentence, not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Note may not be transferred or exchanged for Physical Notes unless (i) the Company has consented thereto in writing, or such transfer or exchange is made pursuant to the next sentence, and (ii) such transfer or exchange is in accordance with the applicable rules and procedures of the Depositary and the provisions of Sections 305 and 313. Subject to the limitation on issuance of Physical Notes set forth in Section 313(3), Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the relevant Global Note, if (i) the Depositary notifies the Company at any time that it is unwilling or unable to continue as Depositary for the Global Notes and a successor depositary is not appointed within 120 days; (ii) the Depositary ceases to be registered as a “Clearing Agency” under the Securities Exchange Act of 1934 and a successor depositary is not appointed within 120 days; (iii) the Company, at its option, notifies the Trustee that it elects to cause the issuance of Physical Notes; or (iv) an Event of Default shall have occurred and be continuing with respect to the Notes and the Trustee has received a written request from the Depositary to issue Physical Notes. (c) In connection with any transfer or exchange of a portion of the beneficial interest in any Global Note to beneficial owners for Physical Notes pursuant to Section 312(b), the Note Registrar shall record on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to the beneficial interest in the Global Note being transferred, and the Issuers shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and principal amount of authorized denominations. (d) In connection with a transfer of an entire Global Note to beneficial owners pursuant to Section 312(b), the applicable Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary, in exchange for its beneficial interest in the applicable Global Note, an equal aggregate principal amount at maturity of Rule 144A Physical Notes (in the case of any Rule 144A Global Note) or Regulation S Physical Notes (in the case of any Regulation S Global Note), as the case may be, of authorized denominations. (e) The transfer and exchange of a Global Note or beneficial interests therein shall be effected through the Depositary, in accordance with this Indenture (including applicable restrictions on transfer set forth in Section 313) and the procedures therefor of the Depositary. Any beneficial interest in one of the Global Notes that is transferred to a Person who takes delivery in the form of an interest in a different Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. A transferor of a beneficial interest in a Global Note shall deliver to the Note Registrar a written order given in accordance with the Depositary’s procedures containing information regarding the participant account of the Depositary to be credited with a beneficial interest in the relevant Global Note. Subject to Section 313, the Note Registrar shall, in accordance with such instructions, instruct the Depositary to credit to the account of the Person specified in such instructions a beneficial interest in such Global Note and to debit the account of the Person making the transfer the beneficial interest in the Global Note being transferred. (f) Any Physical Note delivered in exchange for an interest in a Global Note pursuant to Section 312(b) shall, unless such exchange is made on or after the Resale Restriction Termination Date applicable to such Note and except as otherwise provided in Section 203 and Section 313, bear the Private Placement Legend. (g) Notwithstanding the foregoing, through the Restricted Period, a beneficial interest in a Regulation S Global Note may be held only through designated Agent Members holding on behalf of Euroclear or Clearstream unless delivery is made in accordance with the applicable provisions of Section 313.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Section 2.17 hereof. Exhibit C. Members of, or participants in, the Depository (“"Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ") shall have no rights under this Indenture with respect to any Global Note held on their behalf by Depository, or the Depository Trustee as its custodian, or under the Global Note, and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a HolderHolder of any Senior Note. (b) A Transfers of Global Note may Notes shall be limited to transfer in whole, but not be transferred in part, to the Depository, its successors or exchanged for another Note other than as provided in Section 2.16(f)their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Physical Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.16 hereofDepository. In addition, but only Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in Global Notes if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for any Global Note or the Depository ceases to be and a clearing agency registered under the Exchange Act and, in either case, a qualified successor Depository depositary is not appointed by the Company within 120 90 days of such notice, 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 Certificated Physical Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note. (c) In connection with the any transfer or exchange of a portion of the beneficial interests interest in any Global Notes for Certificated Notes Note to beneficial owners pursuant to paragraph (b)(ib), 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 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 Company shall execute, and the Trustee shall upon receipt of a written order from the Company authenticate and make available for delivery, one or more Physical Notes of like tenor and amount. (iid) In connection with the transfer of Global Notes as an entirety to beneficial owners pursuant to paragraph (b), the Global Notes shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordinglycancellation, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order from the Company in the form of an Officers’ Certificate, shall authenticate and deliver, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (d) 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 Section 2.16 hereof, bear the Private Placement Legend. (e) The Holder of any Global Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Indirect Participantspersons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture Indenture, the Senior Notes or the NotesGuarantees.

Book-Entry Provisions for Global Notes. (a) The U.S. Global Notes and Offshore Global Notes initially shall (i) be registered in the name of the Depository Depositary for such Global Notes or the nominee of such DepositoryDepositary, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear legends as set forth in Section 2.17 hereof2.02. Members of, or participants in, the Depository Depositary (“"Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depositary, or the Trustee as its custodian, or under the any Global Note, and the Depository Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a Holderbeneficial owner of any Note. (b) A Transfers of a Global Note may shall be limited to transfers of such Global Note in whole, but not be transferred in part, to the Depositary, its successors or exchanged for another Note other than as provided in Section 2.16(f)their respective nominees. Interests of beneficial owners in the a Global Notes Note may be transferred or exchanged for Certificated Notes in accordance with the applicable rules and procedures of the Depository Depositary and the provisions of Section 2.16 hereof2.08. In addition, but only U.S. Physical Notes and Offshore Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the U.S. Global Notes or the Offshore Global Notes, respectively, if (i) the Depository Depositary notifies the Company that it is unwilling or unable to continue as Depository Depositary for any the U.S. Global Note Notes or the Depository ceases to be Offshore Global Notes, as the case may be, and a clearing agency registered under the Exchange Act and, in either case, a qualified successor Depository depositary is not appointed by the Company within 120 90 days of such notice, notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a written request to the foregoing effect from the Depository to issue Certificated Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated NoteDepositary. (c) Any beneficial interest in one of the Global Notes that is transferred to a person who takes delivery in the form of an interest in the other Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (d) In connection with any transfer pursuant to paragraph (b) of this Section of a portion of the beneficial interests in the U.S. Global Notes to beneficial owners who are required to hold U.S. Physical Notes, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the U.S. Global Notes in an amount equal to the principal amount of the beneficial interest in the U.S. Global Notes to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more U.S. Physical Notes of like tenor and amount. (e) In connection with the exchange transfer of beneficial interests in the entire U.S. Global Notes for Certificated or Offshore Global Notes to beneficial owners pursuant to paragraph (b)(ib) and (ii)of this Section, the U.S. Global Notes or Offshore Global Notes, as the case may be, shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordinglycancellation, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order from the Company in the form of an Officers’ Certificate, shall authenticate and deliver, to each beneficial owner identified by the Depository in writing Depositary in exchange for its beneficial interest in the U.S. Global Notes or Offshore Global Notes, as the case may be, an equal aggregate principal amount of Certificated U.S. Physical Notes or Offshore Physical Notes, as the case may be, of authorized denominations. (df) Any Certificated U.S. Physical Note constituting a Restricted Security delivered in exchange for an interest in a the U.S. Global Note Notes pursuant to paragraph (b) or (cd) of this Section shall, except as otherwise provided by paragraph (d)(i)(x) and paragraph (e) of Section 2.16 hereof2.08, bear the Private Placement Legendlegend regarding transfer restrictions applicable to the U.S. Physical Note set forth in Section 2.02. (g) Any Offshore Physical Note delivered in exchange for an interest in the Offshore Global Notes pursuant to paragraph (b) of this Section shall, except as otherwise provided by paragraph (e) of Section 2.08, bear the legend regarding transfer restrictions applicable to the Offshore Physical Note set forth in Section 2.02. (h) The Holder registered holder of any a Global Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Indirect Participantspersons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (i) QIBs that are beneficial owners of interests in a Global Note may receive Physical Notes (which shall bear the Private Placement Legend if required by Section 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 books and records a decrease in the principal amount of the relevant Global Note equal to the principal amount of such Physical Notes and the Company shall execute and the Trustee shall authenticate and deliver one or more Physical Notes having an equal aggregate principal amount.

Book-Entry Provisions for Global Notes. (a) The U.S. Global Notes Note and Offshore Global Note initially shall (i) be registered in the name of the Depository Depositary for such Global Notes or the nominee of such DepositoryDepositary, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear legends as set forth in Section 2.17 hereof2.02. Members of, or participants in, the Depository Depositary (“Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depositary, or the Trustee as its custodian, or under the Global Note, and the Depository Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a HolderHolder of any Note. None of the Company, the Trustee, any Paying Agent or any Registrar will have any responsibility or liability for any aspect of the Depositary’s records relating to, or payments made on account of, beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any of the Depositary’s records relating to such beneficial ownership interests, or for transfers of beneficial interests in the Notes or any transactions between the Depositary and beneficial owners. (b) A Transfers of a Global Note may shall be limited to transfers of such Global Note in whole, but not be transferred in part, to the Depositary, its successors or exchanged for another Note other than as provided in Section 2.16(f)their respective nominees. Interests of beneficial owners in the a Global Notes Note may be transferred or exchanged for Certificated Notes in accordance with the rules and procedures of the Depository Depositary and the provisions of Section 2.16 hereof2.08; provided, but only however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). In addition, U.S. Physical Notes and Offshore Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the U.S. Global Note or the Offshore Global Note, respectively, (i)(A) if (i) the Depository Depositary notifies the Company that it is unwilling or unable to continue as Depository Depositary for any the U.S. Global Note or the Depository ceases Offshore Global Note, as the case may be, and a successor depositary is not appointed by the Company within 90 days of such notice, or (B) the Depositary has ceased to be a clearing agency registered under the Exchange Act andAct, in either case, a qualified successor Depository is not appointed by the Company within 120 days of such notice, or (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of U.S. Physical Notes and Offshore Physical Notes, (iii) if an Event of Default has occurred and is continuing and the Registrar has received a written request therefor from the Depository to issue Certificated Notes. In any such case, Depositary or (iv) in accordance with the Company will notify rules and procedures of the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants Depositary and the Depository identify as being the beneficial owner provisions of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note2.08. (c) Any beneficial interest in one of the Global Notes that is transferred to a person who takes delivery in the form of an interest in the other Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (d) In connection with any transfer of a portion of the beneficial interests in the U.S. Global Note or Offshore Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.07, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the U.S. Global Note or Offshore Global Note in an amount equal to the principal amount of the beneficial interest in the U.S. Global Note or Offshore Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more U.S. Physical Notes or Offshore Physical Notes, as the case may be, of like tenor and amount. (e) In connection with the exchange transfer of the entire U.S. Global Note or Offshore Global Note to beneficial interests in Global Notes for Certificated Notes owners pursuant to paragraph (b)(ib) and (ii)of this Section 2.07, the U.S. Global Notes Note or Offshore Global Note, as the case may be, shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordinglycancellation, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order from the Company in the form of an Officers’ Certificate, shall authenticate and delivermake available for delivery, to each beneficial owner identified by the Depository in writing Depositary in exchange for its beneficial interest in the U.S. Global NotesNote or Offshore Global Note, as the case may be, an equal aggregate principal amount of Certificated U.S. Physical Notes or Offshore Physical Notes, as the case may be, of authorized denominations. (df) Any Certificated U.S. Physical Note constituting a Restricted Security delivered in exchange for an interest in a the U.S. Global Note pursuant to paragraph (b), (d) or (ce) of this Section 2.07 shall, except as otherwise provided by paragraph (e) of Section 2.16 hereof2.08, bear the Private Placement Legendlegend regarding transfer restrictions applicable to the U.S. Physical Note set forth in Section 2.02. (g) Any Offshore Physical Note delivered in exchange for an interest in the Offshore Global Note pursuant to paragraph (b), (d) or (e) of this Section 2.07 shall, except as otherwise provided by paragraph (e) of Section 2.08, bear the legend regarding transfer restrictions applicable to Offshore Physical Notes set forth in Section 2.02; provided, however, that a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for an Offshore Physical Note or transferred to a Person who takes delivery thereof in the form of an Offshore Physical Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. (h) The registered Holder of any a Global Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Indirect Participantspersons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) The Notes issued on the Issue Date initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Restricted Global Note”). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Regulation S Global Note,” and, together with the Restricted Global Note and any other global notes representing Notes, the “Global Notes”). The Global Notes shall bear legends as set forth in Exhibit B. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent Member), (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Section 2.17 hereofExhibit D with respect to Restricted Global Notes and Exhibit E with respect to Regulation S Global Notes. Members of, or direct or indirect participants in, the Depository (“Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depository, or the Trustee as its custodian, or under the Global NoteNotes, and the Depository may be treated by the CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Trustee or any agent of the Company Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a HolderHolder of any Note. (b) A Transfers of Global Note may Notes shall be limited to transfer in whole, but not be transferred in part, to the Depository, its successors or exchanged for another Note other than as provided in Section 2.16(f)their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Physical Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.16 hereof2.17. In addition, but only a Global Note shall be exchangeable for Physical Notes if (i) the Depository (x) notifies the Company Issuer (and the Issuer notifies the Trustee) that it is unwilling or unable to continue as Depository depository for any such Global Note and the Issuer thereupon fails to appoint a successor depository or the Depository ceases (y) has ceased to be a clearing agency registered under the Exchange Act andand the Issuer thereupon fails to appoint a successor depository, in either case, a qualified successor Depository is not appointed by the Company within 120 days of such notice, or (ii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of such Physical Notes or (iii) there shall have occurred and be continuing an Event of Default has occurred and is continuing and with respect to the Registrar has received a written request from the Depository to issue Certificated Notes. In any such caseall cases, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Physical Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note. (c) In connection with the exchange of beneficial interests in Global Notes for Certificated Notes pursuant to paragraph (b)(i) and (ii), the Global Notes shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order from the Company in the form of an Officers’ Certificate, authenticate and deliver, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) 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 Section 2.16 hereof, bear the Private Placement Legend. (e) The Holder of any Global Note may grant proxies or beneficial interests therein shall be registered in the names, and otherwise authorize issued in any Personapproved denominations, including Agent Members and Indirect Participants, to take any action which a Holder is entitled to take under this Indenture requested by or on behalf of the NotesDepository (in accordance with its customary procedures).

Book-Entry Provisions for Global Notes. (a) The U.S. Global Notes and Offshore Global Notes initially shall (i) be registered in the name of the Depository Depositary for such Global Notes or the nominee of such DepositoryDepositary, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear legends as set forth in Section 2.17 hereof. 2.02. (a) Members of, or participants in, the Depository Depositary (“Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depositary, or the Trustee as its custodian, or under the such Global Note, and the Depository Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a Holderholder of any Note. (b) A Transfers of a Global Note may shall be limited to transfers of such Global Note in whole, but not be transferred in part, to the Depositary, its successors or exchanged for another Note other than as provided in Section 2.16(f)their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Notes in accordance with the rules and procedures of the Depository Depositary and the provisions of Section 2.16 hereof2.08. In addition, but only U.S. Physical Notes and Offshore Physical Notes shall be executed and delivered to all beneficial owners in exchange for their beneficial interests in the U.S. Global Notes or the Offshore Global Notes, as the case may be, if (i) the Depository Depositary notifies the Company that it is unwilling or unable to continue as Depository Depositary for any the U.S. Global Note Notes or the Depository ceases to be Offshore Global Notes, as the case may be, and a clearing agency registered under the Exchange Act and, in either case, a qualified successor Depository depositary is not appointed by the Company within 120 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 Certificated Notes. In any such case, Depositary or (iii) in accordance with the Company will notify rules and procedures of the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants Depositary and the Depository identify as being the beneficial owner provisions of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note2.08. (c) Any beneficial interest in one of the Global Notes that is transferred to a person who takes delivery in the form of an interest in another Global Note will, upon transfer, cease to be an interest in another 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 any transfer of a portion of the beneficial interests in a Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.07, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more U.S. Physical Notes or Offshore Physical Notes, as the case may be, of like tenor and amount. (e) In connection with the exchange transfer of beneficial interests in the U.S. Global Notes for Certificated Notes or the Offshore Global Notes, in whole, to beneficial owners pursuant to paragraph (b)(ib) and (ii)of this Section 2.07, the U.S. Global Notes or Offshore Global Notes, as the case may be, shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordinglycancellation, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order from the Company in the form of an Officers’ Certificate, shall authenticate and deliver, to each beneficial owner identified by the Depository in writing Depositary in exchange for its beneficial interest in the U.S. Global Notes or Offshore Global Notes, as the case may be, an equal aggregate principal amount of Certificated U.S. Physical Notes or Offshore Physical Notes, as the case may be, of authorized denominations. (df) Any Certificated U.S. Physical Note constituting a Restricted Security delivered in exchange for an interest in a the U.S. Global Note Notes pursuant to paragraph (b), (d) or (ce) of this Section 2.07 shall, except as otherwise provided by paragraph (f) of Section 2.16 hereof2.08, bear the Private Placement Legendlegend regarding transfer restrictions applicable to the U.S. Physical Note set forth in Section 2.02. (g) Any Offshore Physical Note delivered in exchange for an interest in the Offshore Global Notes pursuant to paragraph (b), (d) or (e) of this Section 2.07 shall, except as otherwise provided by paragraph (f) of Section 2.08, bear the legend regarding transfer restrictions applicable to the Offshore Physical Note set forth in Section 2.02. (h) The Holder registered holder of any a Global Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Indirect Participantspersons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Section 2.17 hereof. Members of, or participants in, the Depository (“Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or under the Global Note, and the Depository may be treated by the CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Trustee or any agent of the Company Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a Holder. (b) A Global Note may not be transferred or exchanged for another Note other than as provided in Section 2.16(f). Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.16 hereof. In addition, but only Certificated Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in Global Notes if (i) the Depository (x) notifies the Company Issuer that it is unwilling or unable to continue as Depository for any Global Note and the Issuer fails to appoint a successor Depository within 90 days of such notice or the Depository ceases (y) has ceased to be a clearing agency company registered under the Exchange Act and, in either case, and a qualified successor Depository is not appointed by the Company Issuer within 120 90 days after becoming aware of such notice, cessation or (ii) an Event the Issuer, at its option but subject to the procedures of Default has occurred and is continuing and the Registrar has received a written request from the Depository to issue Certificated Notes. In any such caseDepository, the Company will notify notifies the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants that the Issuer elects to cause the issuance of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated NoteNotes. (c) In connection with the exchange transfer of beneficial interests in Global Notes for Certificated Notes as an entirety to beneficial owners pursuant to paragraph (b)(i) and (iib), the Global Notes shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordinglycancellation, and in each case the Company Issuer shall execute, and the Trustee shall, upon receipt of an authentication order from the Company in the form of an Officers’ CertificateIssuer Order, authenticate and deliver, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) 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 Section 2.16 hereof, bear the Private Placement Legend. (e) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Indirect ParticipantsPersons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) The Each Global Notes Note initially shall (i) be registered in the name of the Depository Depositary for such Global Note or the nominee of such DepositoryDepositary, in each case for credit to the account of an Agent Member, and (ii) be delivered to the Depositary. None of the Company, any agent of the Company or the Trustee as custodian shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note, or for maintaining, supervising or reviewing any records relating to such Depository and beneficial ownership interests. (iiib) bear legends as set forth in Section 2.17 hereof. Members of, or participants and account holders in, the Depository Euroclear and Clearstream (“Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depositary, or its custodian, or under such Global Notes. The Depositary or its nominee, as the Global Notecase may be, and the Depository may be treated by the Company, any other obligor upon the Notes, the Trustee and any agent of the Company or the Trustee any of them as the absolute owner of the Global Note Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, any other obligor upon the Notes, the Trustee or any agent of the Company or the Trustee any of them from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a Holder. (b) A Global Note may not be transferred or exchanged for another Note other than as provided in Section 2.16(f). Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.16 hereof, but only if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for any Global Note or the Depository ceases to be a clearing agency registered under the Exchange Act and, in either case, a qualified successor Depository is not appointed by the Company within 120 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 Certificated Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15any Note. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note. (c) In connection with the exchange of beneficial interests in Global Notes for Certificated Notes pursuant to paragraph (b)(i) and (ii), the Global Notes shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order from the Company in the form of an Officers’ Certificate, authenticate and deliver, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) 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 Section 2.16 hereof, bear the Private Placement Legend. (e) The Holder of any a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Indirect ParticipantsPersons that may hold interests through Agent Members, to take any action which that a Holder is entitled to take under this Indenture or the Notes. (c) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but, subject to the immediately succeeding sentence, not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Note may not be transferred or exchanged for physical Notes unless (i) the Company has consented thereto in writing, or such transfer or exchange is made pursuant to the next sentence, and (ii) such transfer or exchange is in accordance with the Applicable Procedures. Subject to the limitation on issuance of physical Notes, physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the relevant Global Note, if (i) the Depositary notifies the Company at any time that it is unwilling or unable to continue as Depositary for the Global Notes and a successor depositary is not appointed within 90 days; or (ii) the Company, at its option, notifies the Trustee that it elects to cause the issuance of physical Notes. (d) The transfer and exchange of a Global Note or beneficial interests therein shall be effected through the Depositary, in accordance with the Indenture (including applicable restrictions on transfer set forth in Section 1.09) and the Applicable Procedures therefor of the Depositary. Any beneficial interest in one of the Global Notes that is transferred to a Person who takes delivery in the form of an interest in a different Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. A transferor of a beneficial interest in a Global Note shall deliver to the Registrar a written order given in accordance with the Depositary’s Applicable Procedures containing information regarding the participant account of the Depositary to be credited with a beneficial interest in the relevant Global Note. The Registrar shall, in accordance with such instructions, instruct the Depositary to credit to the account of the Person specified in such instructions a beneficial interest in such Global Note and to debit the account of the Person making the transfer the beneficial interest in the Global Note being transferred.

Book-Entry Provisions for Global Notes. (a) The Each Global Notes Note initially shall (i) be registered in the name of the Depository Depositary for such Global Note or the nominee of such DepositoryDepositary, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) to the extent relevant thereto, bear legends as set forth in Section 2.17 hereofthe applicable Private Placement Legend, the Global Note Legend and the Temporary Regulation S Global Note Legend. None of the Company or the Guarantors or any of their agents shall have any responsibility or liability for any aspect of the records relating to, or payments made on account of beneficial ownership interests of, a Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Members of, or participants in, the Depository Depositary (“"Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or under the Global Note, and the Depository Depositary may be treated by the Company, the Guarantors, the Trustee and any agent of the Company Company, the Guarantors or the Trustee as the absolute owner of the such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Guarantors, the Trustee or any agent of the Company Company, the Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a Holder. (b) A Global Note may not be transferred or exchanged for another Note other than as provided in Section 2.16(f). Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.16 hereof, but only if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for any Global Note or the Depository ceases to be a clearing agency registered under the Exchange Act and, in either case, a qualified successor Depository is not appointed by the Company within 120 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 Certificated Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15any Note. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note. (c) In connection with the exchange of beneficial interests in Global Notes for Certificated Notes pursuant to paragraph (b)(i) and (ii), the Global Notes shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order from the Company in the form of an Officers’ Certificate, authenticate and deliver, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) 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 Section 2.16 hereof, bear the Private Placement Legend. (e) The registered Holder of any a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Indirect ParticipantsPersons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (b) Interests of beneficial owners in a Global Note may be transferred in accordance with the applicable rules and procedures of the Depositary and the provisions of Section 2.17. Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees, except (i) as required in connection with transfers of interests therein pursuant to Section 2.17(b) or 2.17(g) or as may be required by the Company or the Trustee in connection with transfers pursuant to Section 2.17(i), and (ii) that Rule 144A Physical Notes or, subject to Section 2.17(h), Regulation S Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Rule 144A Global Note or the Regulation S Global Note, respectively, in the event that (A) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the applicable Global Note and a successor depositary is not appointed by the Company within 90 days or (B) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary. In addition, beneficial interests in a Global Note may be exchanged for a Certificated Note upon request but only upon at least 20 days' prior written notice given to the Trustee by or on behalf of the Depositary in accordance with customary procedures. In connection with any transfer or exchange of a portion of the beneficial interest in any Global Note to beneficial owners for a Certificated Note pursuant to this Section 2.16(b), the Registrar shall record on its books and records (and make a notation on the Global Note of) the date and a decrease in the principal amount of such Global Note in an amount equal to the beneficial interest in the Global Note being transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Certificated Notes of like tenor and principal amount of authorized denominations. In connection with a transfer of an entire Global Note to beneficial owners pursuant to this Section 2.16(b), the applicable Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the applicable Global Note, an equal aggregate principal amount at maturity of 144A Physical Notes (in the case of the 144A Global Note) or Regulation S Physical Notes (in the case of the Regulation S Global Note), as the case may be, of authorized denominations. (c) Any beneficial interest in one of the Global Notes that is transferred to a Person who takes delivery in the form of an interest in another Global Note shall, upon transfer, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, shall 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) The Company, the Guarantors, any other obligor upon the Notes or the Trustee, in the discretion of any of them, may treat as the act of a Holder any instrument or writ- ing of any Person that is identified by the Depositary as the owner of a beneficial interest in the Global Note. (e) Any Rule 144A Physical Note delivered in exchange for an interest in the Rule 144A Global Note pursuant to Section 2.16(b) shall, except as otherwise provided in Section 2.17, bear the Private Placement Legend as set forth in Exhibit B.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depository Depositary or the nominee of such DepositoryDepositary, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear the legends relating to the Global Notes as set forth in Section 2.17 hereof. Exhibit B. Members of, or participants in, the Depository (“Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), Depositary shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depositary, or the Trustee as its custodian, or under the Global Note, and the Depository Depositary may be treated by the CompanyIssuers, the Trustee and any agent of the Company Issuers or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuers, the Trustee or any agent of the Company Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members or Indirect Participants, the operation of customary practices governing the exercise of the rights of a HolderHolder of any Note. (b) A Transfers of Global Note may Notes shall be limited to transfers in whole, but not be transferred in part, to the Depositary, its successors or exchanged for another Note other than as provided in Section 2.16(f)their respective nominees. Interests Beneficial interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Definitive Notes in accordance with the rules and procedures of the Depository Depositary and the provisions of Section 2.16 hereof2.16. In addition, but only a Global Note is exchangeable for a Definitive Note of the same series if (i) the Depository (A) notifies the Company Issuers that it is unwilling or unable to continue as Depository depositary for any the applicable Global Note Notes or the Depository ceases (B) has ceased to be a clearing agency registered under the Exchange Act and, in either each case, a qualified successor Depository depositary is not appointed by appointed, (ii) the Company within 120 days Issuers at their option, notify the Trustee in writing that they elect to cause the issuance of such noticeDefinitive Notes (although Regulation S Temporary Global Notes at the Issuers’ election pursuant to this Section 2.15 may not be exchanged for Definitive Notes prior to (a) the expiration of the Restricted Period and (b) the receipt of any certificates required under the provisions of Regulation S), or (iiiii) an Event of Default there has occurred and is continuing and a Default with respect to the Registrar has received a written request from the Depository to issue Certificated Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note. (c) In connection with the any transfer or exchange of a portion of the beneficial interests interest in a Global Notes for Certificated Notes Note to beneficial owners pursuant to paragraph (b)(ib) of this Section 2.15, the Registrar shall (if one or more Definitive Notes are to be issued) reflect on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and (i) the Issuers shall execute and (ii)) the Trustee shall authenticate and deliver, one or more Definitive Notes of authorized denominations in an aggregate principal amount equal to the principal amount of the beneficial interest in the Global Notes Note so transferred. (d) In connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to paragraph (b) of this Section 2.15, such Global Note shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (bi) the Issuers shall execute, and (ii) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order written instructions from the Company in the form of an Officers’ Certificate, Issuers authenticate and deliver, to each beneficial owner identified by the Depository in writing Depositary in exchange for its beneficial interest in the such Global NotesNote, an equal aggregate principal amount of Certificated Definitive Notes of authorized denominations. (de) Any Certificated Definitive Note constituting a Restricted Security delivered in exchange for an interest in a Global Note pursuant to paragraph (b), (c) or (cd) of this Section 2.15 shall, except as otherwise provided by Section 2.16 hereof2.16, bear the Private Placement Legend. (ef) The Holder of in any Global Note may grant proxies and otherwise authorize any Person, including Agent Members Participants and Indirect Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depository Common Depositary or the nominee of such DepositoryCommon Depositary, (ii) be delivered to the Trustee as custodian for such Depository Common Depositary and (iii) if applicable, bear legends as the legend set forth in Section 2.17 hereof. Exhibit B. Members of, or participants in, the Depository Depositary (“Agent MembersParticipants”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Common Depositary or under the Global Note, and the Depository Common Depositary may be treated by the CompanyIssuers, the Trustee and any agent of the Company Issuers or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuers, the Trustee or any agent of the Company Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members or Indirect Participants, the operation of customary practices governing the exercise of the rights of a HolderHolder of any Note. (b) A Transfers of Global Note may Notes shall be limited to transfers in whole, but not be transferred in part, to the Common Depositary, its successors or exchanged for another Note other than as provided in Section 2.16(f)their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Physical Notes in accordance with the rules and procedures of the Depository Common Depositary and the provisions of this Section 2.16 hereof3.15. In addition, but only Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in Global Notes if (i) the Depository Depositary notifies the Company Issuers that it is unwilling or unable to continue act as Depository Depositary for any Global Note or Note, the Depository ceases to be Issuers so notify the Trustee in writing and a clearing agency registered under the Exchange Act and, in either case, a qualified successor Depository Depositary is not appointed by the Company Issuers within 120 90 days of such notice, or (ii) an the Common Depositary notifies the Issuers that it is unwilling or unable to act as Common Depositary for any Global Note, the Issuers so notify the Trustee in writing and a successor Common Depositary is not appointed by the Issuers within 90 days of such notice or (iii) a Default or Event of Default has occurred and is continuing and the Registrar has received a written request from the Depository to issue Certificated Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, a beneficial interest in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or to issue Physical Notes. Upon any portion thereof, pursuant to issuance of a Physical Note in accordance with this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered 3.15(b) the Trustee is required to register such Physical Note in the form name of, and cause the same to be delivered to, such person or persons (or the nominee of any thereof). All such Physical Notes shall bebear the applicable legends, a Certificated Noteif any. (c) In connection with the any transfer or exchange of a portion of the beneficial interests interest in a Global Notes for Certificated Notes Note to beneficial owners pursuant to paragraph (b)(ib) and (ii)of this Section 3.15, 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 the principal amount of such Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Issuers shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of authorized denominations in an aggregate principal amount equal to the principal amount of the beneficial interest in the Global Note so transferred. (d) In connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to paragraph (b) of this Section 3.15, such Global Note shall be deemed to be surrendered to the Trustee for cancellation cancellation, and pursuant to paragraph (bi) the Issuers shall execute, (ii) the Guarantors shall execute notations of Guarantees on and (iii) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order written instructions from the Company in the form of an Officers’ Certificate, Issuers authenticate and deliver, to each beneficial owner identified by the Depository in writing Common Depositary in exchange for its beneficial interest in the such Global NotesNote, an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (d) 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 Section 2.16 hereof, bear the Private Placement Legend. (e) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members Participants and Indirect Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) The Each Global Notes Note initially shall (i) be registered in the name of the Depository Depositary for such Global Note or the nominee of such DepositoryDepositary, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear legends a legend as set forth in Section 2.17 hereof203. Neither the Company, the Trustee, the Paying Agent, nor any other agent of the Company shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Members of, or participants in, the Depository Depositary (“Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ) shall have no rights under this Supplemental Indenture with respect to any Global Note held on their behalf by the Depository or under the Global Note, and the Depository Depositary may be treated by the Company, any other obligor upon the Notes, the Trustee and any agent of the Company or the Trustee any of them as the absolute owner of the such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, any other obligor upon the Notes, the Trustee or any agent of the Company or the Trustee any of them from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a Holder. (b) A Global Note may not be transferred or exchanged for another Note other than as provided in Section 2.16(f). Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.16 hereof, but only if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for any Global Note or the Depository ceases to be a clearing agency registered under the Exchange Act and, in either case, a qualified successor Depository is not appointed by the Company within 120 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 Certificated Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) any Note. The registered holder of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note. (c) In connection with the exchange of beneficial interests in Global Notes for Certificated Notes pursuant to paragraph (b)(i) and (ii), the Global Notes shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order from the Company in the form of an Officers’ Certificate, authenticate and deliver, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) 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 Section 2.16 hereof, bear the Private Placement Legend. (e) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Indirect ParticipantsPersons that may hold interests through Agent Members, to take any action which that a Holder is entitled to take under this Supplemental Indenture or the Notes. (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole to the Depositary, its successors or their respective nominees. (c) [Reserved]. (d) [Reserved]. (e) The transfer and exchange of a Global Note or beneficial interests therein shall be effected through the Depositary, in accordance with this Supplemental Indenture and the procedures of the Depositary therefor. (f) [Reserved]. (g) The Company, any other obligor upon the Notes or the Trustee, in the discretion of any of them, may treat as the Act of a Holder any instrument or writing of any Person that is identified by the Depositary as the owner of a beneficial interest in the Global Note, provided that the fact and date of the execution of such instrument or writing is proved in accordance with Section 108(b).

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such the Depository, (ii) be delivered to the Trustee as custodian for such the Depository and (iii) bear legends as set forth in Section 2.17 hereofExhibit B, as applicable. Members of, or participants in, the Depository (“Agent MembersParticipants”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depository, or the Trustee as its custodian, or under the Global Note, and the Depository may be treated by the CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Trustee or any agent of the Company Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members or Indirect Participants, the operation of customary practices governing the exercise of the rights of a HolderHolder of any Note. (b) A Transfers of Global Note may Notes shall be limited to transfers in whole, but not be transferred or exchanged for another Note other than as provided in Section 2.16(f)part, to the Depository, its successors and their respective nominees. Interests of beneficial owners Beneficial Owners in the Global Notes may be transferred or exchanged for Certificated Physical Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.16 hereof2.16. In addition, but only Physical Notes shall be transferred to all Beneficial Owners in exchange for their beneficial interests in Global Notes if (i) (a) the Depository notifies the Company Issuer that it is unwilling or unable to continue act as Depository for any Global Note or the Depository ceases (b) has ceased to be a clearing agency registered under the Exchange Act andAct, and the Issuer so notify the Trustee in either case, writing and a qualified successor Depository is not appointed by the Company Issuer within 120 90 days of such notice, 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 Certificated Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, a beneficial interest in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or to issue Physical Notes. Upon any portion thereof, pursuant to issuance of a Physical Note in accordance with this Section 2.15 or Section 2.07 or 2.10 2.15(b) and upon receipt of this Indenturea written instruction from the Issuer, the Trustee shall be authenticated and delivered register such Physical Note in the form name of, and shall because the same to be delivered to, a Certificated Notesuch person or persons (or the nominee of any thereof). All such Physical Notes shall bear the applicable legends, if any. (c) In connection with the any transfer or exchange of a portion of the beneficial interests interest in a Global Notes for Certificated Notes Note to Beneficial Owners pursuant to paragraph (b)(i) and (iiSection 2.15(b), 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 the principal amount of such Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Issuer shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of authorized denominations in an aggregate principal amount equal to the principal amount of the beneficial interest in the Global Note so transferred. (d) In connection with the transfer of a Global Note as an entirety to Beneficial Owners pursuant to Section 2.15(b), such Global Note shall be deemed to be surrendered to the Trustee for cancellation cancellation, and pursuant to paragraph (bi) the Issuer shall execute and (ii) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order written instructions from the Company in the form of an Officers’ Certificate, Issuer authenticate and deliver, to each beneficial owner Beneficial Owner identified by the Depository in writing in exchange for its beneficial interest in the such Global NotesNote, an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (de) 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 Section 2.16 hereof, bear the Private Placement Legend.[Reserved] (ef) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members Participants and Indirect Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Section 2.17 hereof. Exhibit C. Members of, or participants in, the Depository (“"Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depository, or the Trustee as its custodian, or under the any Global Note, and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a HolderHolder of any Note. (b) A Transfers of the Global Note may Notes shall be limited to transfers in whole, but not be transferred in part, to the Depository, its successors or exchanged for another Note other than as provided in Section 2.16(f)their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Notes in accordance with the rules and procedures Applicable Procedures of the Depository and the provisions of Section 2.16 hereof2.15. In addition, but only Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for any the Global Note or the Depository ceases to be Notes and a clearing agency registered under the Exchange Act and, in either case, a qualified successor Depository is not appointed by the Company within 120 ninety (90) days of such notice, 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 Certificated Physical Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note. (c) Any beneficial interest in one of the Global Notes that is transferred to a person who takes delivery in the form of an interest in another Global Note shall, upon transfer, cease to be an interest in such Global Note and become a beneficial interest in such other Global Note and, accordingly, shall thereafter be subject to all transfer restrictions, if any, and other procedures applicable to a beneficial interest in such other Global Notes for as long as it remains such an interest. (d) 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), 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 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 Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and aggregate principal amount. (e) In connection with the exchange transfer of an entire Global Note to beneficial interests in Global Notes for Certificated Notes owners pursuant to paragraph (b)(i) and (iib), the Global Notes shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordinglycancellation, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order from the Company in the form of an Officers’ Certificate, shall authenticate and deliver, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (df) Any Certificated Physical Note constituting a Restricted Security delivered in exchange for an interest in a the Global Note pursuant to paragraph (b) or (c) shall, except as otherwise provided by paragraphs (a)(i)(x) and (c) of Section 2.16 hereof2.15, bear the Private Placement Legend.legend regarding transfer restrictions applicable to the Physical Notes set forth in Exhibit A. (eg) The Holder of any a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Indirect ParticipantsPersons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) The Each Global Notes Note initially shall (i) be registered in the name of the Depository Depositary for such Global Notes or the nominee of such DepositoryDepositary, and (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Section 2.17 hereofDepositary. None of the Company or the Guarantors, nor any of their agents shall have any responsibility or liability for any aspect of the records relating to, or payments made on account of beneficial ownership interests of, a Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Members of, or participants in, the Depository Depositary (“Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or under the Global Note, and the Depository Depositary may be treated by the Company, the Guarantors, the Trustee and any agent of the Company Company, the Guarantors or the Trustee as the absolute owner of the such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Guarantors, the Trustee or any agent of the Company Company, the Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a Holder. (b) A Global Note may not be transferred or exchanged for another Note other than as provided in Section 2.16(f). Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.16 hereof, but only if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for any Global Note or the Depository ceases to be a clearing agency registered under the Exchange Act and, in either case, a qualified successor Depository is not appointed by the Company within 120 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 Certificated Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15any Note. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note. (c) In connection with the exchange of beneficial interests in Global Notes for Certificated Notes pursuant to paragraph (b)(i) and (ii), the Global Notes shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order from the Company in the form of an Officers’ Certificate, authenticate and deliver, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) 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 Section 2.16 hereof, bear the Private Placement Legend. (e) The registered Holder of any a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Indirect Participantspersons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (b) Interests of beneficial owners in a Global Note may be transferred in accordance with the applicable rules and procedures of the Depositary. Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees, except that Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note in the event that (A) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the applicable Global Note and a successor depositary is not appointed by the Company within 90 days or (B) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary. In addition, beneficial interests in a Global Note may be exchanged for Physical Notes upon request but only upon at least 20 days’ prior written notice given to the Trustee by or on behalf of the Depositary in accordance with customary procedures and subject to 3.13(b). In connection with any transfer or exchange of a portion of the beneficial interest in any Global Note to beneficial owners for Physical Notes pursuant to this Section 3.12(b), the Registrar shall record on its books and records (and make a notation on the Global Note of) the date and a decrease in the principal amount of such Global Note in an amount equal to the beneficial interest in the Global Note being transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and principal amount of authorized denominations. In connection with a transfer of an entire Global Note to beneficial owners pursuant to this paragraph (b), the applicable Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the applicable Global Note, an equal aggregate principal amount at maturity of Physical Notes of authorized denominations. (c) Any beneficial interest in one of the Global Notes that is transferred to a person who takes delivery in the form of an interest in another Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (d) The Company, the Guarantors, any other obligor upon the Notes or the Trustee, in the discretion of any of them, may treat as the Act of a Holder any instrument or writing of any Person that is identified by the Depositary as the owner of a beneficial interest in the Global Note, provided that the fact and date of the execution of such instrument or writing is proved in accordance with Section 1.08(b).

Book-Entry Provisions for Global Notes. (a) The Notes issued to the Purchasers hereunder shall be in the form of a Global Notes Note which initially shall (i) be registered in the name of the Depository or Cede & Co., the nominee of such Depository, DTC. The ownership interests of each beneficial holder (iia “Beneficial Holder”) of a Global Note will be delivered recorded on DTC’s records and are expected to receive written confirmations from DTC of their transaction from the Trustee as custodian for such Depository and (iii) bear legends as set forth direct or indirect participants in Section 2.17 hereof. Members of, or participants in, the Depository DTC (“Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an . Agent Member (an “Indirect Participant”), Members shall have no rights under this Indenture Agreement with respect to any Global Note Notes held on their behalf by the Depository DTC, or under the any Global Note, and the Depository DTC may be treated by the Company, the Trustee Company and any agent of the Company or the Trustee as the absolute owner of the each Global Note for all purposes whatsoever; provided, that each Beneficial Holder shall have the rights expressly granted to Beneficial Holders hereunder, subject to written notice to the Company from such Beneficial Holder confirming its status as a Beneficial Holder and disclosing the principal amount of its beneficial interest in the Global Note. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee Company or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository DTC or impair, as between the Depository DTC and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a HolderBeneficial Holder of any Note. (b) A Transfers of Global Note may Notes shall be limited to transfers in whole, but not be transferred in part, to DTC, its successors or exchanged for another Note other than as provided in Section 2.16(f)nominees. Interests of beneficial owners Beneficial Holders in the any Global Notes Note may be transferred or exchanged for Certificated physical Notes in accordance with the rules and procedures of the Depository DTC and the provisions of Section 2.16 hereof, but only if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for any Global Note or the Depository ceases to be a clearing agency registered under the Exchange Act and, in either case, a qualified successor Depository is not appointed by the Company within 120 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 Certificated Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note13.2. (c) In connection with the any transfer or exchange of a portion of the beneficial interest in any Global Notes to Beneficial Holders pursuant to clause (b) above, DTC shall reflect on its books and record the date and a decrease in the principal amount of the beneficial interest in such Global Note to be transferred, and the Company shall execute, one or more Notes of like tenor and amount. (d) In connection with the transfer of interests of Beneficial Holders in Global Notes for Certificated physical Notes pursuant to paragraph clause (b)(ib) and (ii)above, the Global Notes shall be deemed to be surrendered to the Trustee Company for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordinglycancellation, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order from the Company in the form of an Officers’ Certificate, authenticate and deliver, to each beneficial owner such Beneficial Holder identified by the Depository in writing DTC in exchange for its beneficial interest in the such Global Notes, an equal aggregate principal amount of Certificated physical Notes of authorized denominations. (de) Any Certificated Note constituting All transfers and exchanges of Global Notes or beneficial interests therein shall be effected through DTC, in accordance with this Agreement (including applicable restrictions on transfer set forth herein) and the procedures of DTC. A transferor of a Restricted Security delivered in exchange for an beneficial interest in a Global Note pursuant shall deliver a written order given in accordance with DTC’s procedures containing information regarding the participant account of DTC to paragraph (b) or (c) shall, except as otherwise provided be credited with a beneficial interest in such Global Note and such account shall be credited in accordance with such order with a beneficial interest in the Global Note and the account of the person making the transfer shall be debited by Section 2.16 hereof, bear an amount equal to the Private Placement Legendbeneficial interest in the Global Note being transferred. Any transferee of a beneficial interest in a Global Note shall be deemed to have made the representations set forth in Sections 6.1 and 6.2. (ef) The Holder holder of any a Global Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Indirect Participantspersons that may hold interests through Agent Members, to take any action which a Holder holder of a Note is entitled to take under this Indenture or the NotesAgreement.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such the Depository, (ii) be delivered to the Trustee as custodian for such the Depository and (iii) bear legends as set forth in Section 2.17 hereofExhibit C-2. Members of, or participants in, the Depository (“Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depository, or the Trustee as its custodian, or under the any Global Note, and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a HolderHolder of any Note. (b) A Transfers or exchanges of the Global Note may Notes shall be limited to transfers or exchanges in whole, but not be transferred in part, to the Depository, its successors or exchanged for another Note other than as provided in Section 2.16(f)their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Notes in accordance with the rules and procedures Applicable Procedures of the Depository and the provisions of Section 2.16 hereof2.16, but only provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than the Initial Purchaser). In addition, Notes in the form of certificated Notes in registered form in substantially the form set forth in Exhibit A hereto (the “Physical Notes”) shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for any the Global Note or the Depository ceases to be Notes and a clearing agency registered under the Exchange Act and, in either case, a qualified successor Depository is not appointed by the Company within 120 ninety (90) days of such notice, 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 Certificated Physical Notes. In any such case, ; provided that a beneficial interest in the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Regulation S Temporary Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also Note may not be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, for a Global Physical Note or any portion thereof, pursuant transferred to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered a Person who takes delivery thereof in the form ofof a Physical Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act, and shall be, except in the case of a Certificated Notetransfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904. (c) Any beneficial interest in one of the Global Notes that is transferred to a Person who takes delivery in the form of an interest in another Global Note shall, upon transfer, cease to be an interest in such first Global Note and become a beneficial interest in such other Global Note and, accordingly, shall thereafter be subject to all transfer restrictions, if any, and other procedures applicable to a beneficial interest in such other Global Notes for as long as it remains such an interest. (d) 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 of such transfer or exchange 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 Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and aggregate principal amount. (e) In connection with the transfer or exchange of an entire Global Note to beneficial interests in Global Notes for Certificated Notes owners pursuant to paragraph (b)(ib) and (ii)above, the Global Notes shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordinglycancellation, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order from the Company in the form of an Officers’ Certificate, shall authenticate and deliver, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (df) Any Certificated Physical Note constituting a Restricted Security delivered in exchange for an interest in a the Global Note pursuant to paragraph (b) or (c) shallabove, except as otherwise provided by paragraphs (a)(i)(x) and (c) of Section 2.16 hereof2.16, bear the Private Placement Legendlegend regarding transfer restrictions applicable to the Physical Notes set forth in Exhibit C-1. (eg) The Holder of any a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Indirect ParticipantsPersons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Section 2.17 hereof. Exhibit C. Members of, or participants in, the Depository (“"Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ") shall have no rights under this Indenture with respect to any Global Note held on their behalf by Depository, or the Depository Trustee as its custodian, or under the Global Note, and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a HolderHolder of any Senior Note. (b) A Transfers of Global Note may Notes shall be limited to transfer in whole, but not be transferred in part, to the Depository, its successors or exchanged for another Note other than as provided in Section 2.16(f)their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Physical Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.16 hereofDepository. In addition, but only if Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in Global Notes if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for any Global Note or the Depository ceases to be and a clearing agency registered under the Exchange Act and, in either case, a qualified successor Depository depositary is not appointed by the Company within 120 90 days of such notice, 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 Certificated Physical Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note. (c) In connection with the any transfer or exchange of a portion of the beneficial interests interest in any Global Notes for Certificated Notes Note to beneficial owners pursuant to paragraph (b)(ib), 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 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 Company shall execute, and the Trustee shall upon receipt of a written order from the Company authenticate and make available for delivery, one or more Physical Notes of like tenor and amount. (iid) In connection with the transfer of Global Notes as an entirety to beneficial owners pursuant to paragraph (b), the Global Notes shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordinglycancellation, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order from the Company in the form of an Officers’ Certificate, shall authenticate and deliver, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (d) 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 Section 2.16 hereof, bear the Private Placement Legend. (e) The Holder of any Global Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Indirect Participantspersons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture Indenture, the Senior Notes or the NotesGuarantees.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Section 2.17 hereof. Members of, or participants in, the Depository (“Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or under the Global Note, and the Depository may be treated by the CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Trustee or any agent of the Company Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a Holder. (b) A Global Note may not be transferred or exchanged for another Note other than as provided in Section 2.16(f). Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.16 hereof. In addition, but only Certificated Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in Global Notes if (i) the Depository (x) notifies the Company Issuer that it is unwilling or unable to continue as Depository for any Global Note and the Issuer fails to appoint a successor Depository within 90 days of such notice or the Depository ceases (y) has ceased to be a clearing agency company registered under the Exchange Act and, in either case, and a qualified successor Depository is not appointed by the Company Issuer within 120 90 days after becoming aware of such notice, cessation or (ii) an Event the Issuer, at its option but subject to the procedures of Default has occurred and is continuing and the Registrar has received a written request from the Depository to issue Certificated Notes. In any such caseDepository, the Company will notify notifies the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants that the Issuer elects to cause the issuance of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated NoteNotes. (c) In connection with the exchange transfer of beneficial interests in Global Notes for Certificated Notes as an entirety to beneficial owners pursuant to paragraph (b)(i) and (iib), the Global Notes shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordinglycancellation, and in each case the Company Issuer shall execute, and the Trustee shall, upon receipt of an authentication order from the Company Issuer in the form of an Officers’ Certificate, authenticate and deliver, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) 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 Section 2.16 hereof, bear the Private Placement Legend. (e) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Indirect ParticipantsPersons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) The Each Global Notes Note initially shall (i) be registered in the name of the Depository Depositary for such Global Notes or the nominee of such DepositoryDepositary, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear legends as set forth in Section 2.17 hereof203. Members of, or participants in, the Depository Depositary (“"Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or under the Global Note, and the Depository Depositary may be treated by the Company, the Guarantors, the Trustee and any agent of the Company Company, the Guarantors or the Trustee as the absolute owner of the such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Guarantors, the Trustee or any agent of the Company Company, the Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a Holder. (b) A Global Note may not be transferred or exchanged for another Note other than as provided in Section 2.16(f). Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.16 hereof, but only if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for any Global Note or the Depository ceases to be a clearing agency registered under the Exchange Act and, in either case, a qualified successor Depository is not appointed by the Company within 120 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 Certificated Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) any Note. The registered holder of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note. (c) In connection with the exchange of beneficial interests in Global Notes for Certificated Notes pursuant to paragraph (b)(i) and (ii), the Global Notes shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order from the Company in the form of an Officers’ Certificate, authenticate and deliver, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) 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 Section 2.16 hereof, bear the Private Placement Legend. (e) The Holder of any Global Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Indirect Participantspersons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (b) Interests of beneficial owners in a Global Note may be transferred in accordance with the applicable rules and procedures of the Depositary and the provisions of Section 312. Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees, except (i) as otherwise set forth in Section 312 and (ii) U.S. Physical Notes or Offshore Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the U.S. Global Note or the Offshore Global Note, respectively, in the event that the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the applicable Global Note or the Depositary ceases to be a "Clearing Agency" registered under the Exchange Act and a successor depositary is not appointed by the Company within 90 days. In connection with a transfer of an entire Global Note to beneficial owners pursuant to clause (ii) of this paragraph (b), the applicable Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the applicable Global Note, an equal aggregate principal amount at maturity of U.S. Physical Notes (in the case of the U.S. Global Note) or Offshore Physical Notes (in the case of the Offshore Global Note), as the case may be, of authorized denominations. (c) Any beneficial interest in one of the Global Notes that is transferred to a person who takes delivery in the form of an interest in the other Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (d) Any U.S. Physical Note delivered in exchange for an interest in the U.S. Global Note pursuant to paragraph (b) of this Section shall, unless such exchange is made on or after the Resale Restriction Termination Date and except as otherwise provided in Section 312, bear the Private Placement Legend.

Book-Entry Provisions for Global Notes. (a) The Each Global Notes Note initially shall (i) be registered in the name of the Depository Depositary for such Global Note or the nominee of such DepositoryDepositary, in each case for credit to the account of an Agent Member, and (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Section 2.17 hereofDepositary. Neither the Company, the Co-Issuer nor any agent of either Issuer shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Members of, or participants in, the Depository Depositary (“Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depositary, or its custodian, or under the such Global Note, and the Depository Notes. The Depositary may be treated by the Company, the Co-Issuer, any other obligor upon the Notes, the Trustee and any agent of the Company or the Trustee any of them as the absolute owner of the Global Note Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Co-Issuer, any other obligor upon the Notes, the Trustee or any agent of the Company or the Trustee any of them from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a Holder. (b) A beneficial owner of any Note. The registered Holder of a Global Note may not be transferred or exchanged for another Note other than as provided in Section 2.16(f). Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Notes in accordance with the rules grant proxies and procedures of the Depository and the provisions of Section 2.16 hereofotherwise authorize any Person, but only if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for any Global Note or the Depository ceases to be a clearing agency registered under the Exchange Act and, in either case, a qualified successor Depository is not appointed by the Company within 120 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 Certificated Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such including Agent Members and Indirect Participants of their Persons that may hold interests in such Global Note, Certificated Notes will be issued to each Person that such through Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note. (c) In connection with the exchange of beneficial interests in Global Notes for Certificated Notes pursuant to paragraph (b)(i) and (ii), the Global Notes shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order from the Company in the form of an Officers’ Certificate, authenticate and deliverMembers, to each beneficial owner identified by take any action that a Holder is entitled to take under this Indenture or the Depository in writing in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) 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 Section 2.16 hereof, bear the Private Placement Legend. (e) . The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Indirect ParticipantsPersons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but, subject to the immediately succeeding sentence, not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Note may not be transferred or exchanged for Physical Notes unless (i) the Company has consented thereto in writing, or such transfer or exchange is made pursuant to the next sentence, and (ii) such transfer or exchange is in accordance with the applicable rules and procedures of the Depositary and the provisions of Sections 305 and 313. Subject to the limitation on issuance of Physical Notes set forth in Section 313(3), Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the relevant Global Note, if (i) the Depositary notifies the Company at any time that it is unwilling or unable to continue as Depositary for the Global Notes and a successor depositary is not appointed within 120 days; (ii) the Depositary ceases to be registered as a “Clearing Agency” under the Exchange Act and a successor depositary is not appointed within 120 days; (iii) the Company, at its option, notifies the Trustee that it elects to cause the issuance of Physical Notes; or (iv) an Event of Default shall have occurred and be continuing with respect to the Notes and the Trustee has received a written request from the Depositary to issue Physical Notes. (c) In connection with any transfer or exchange of a portion of the beneficial interest in any Global Note to beneficial owners for Physical Notes pursuant to Section 312(b), the Note Registrar shall record on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to the beneficial interest in the Global Note being transferred, and the Issuers shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and principal amount of authorized denominations. (d) In connection with a transfer of an entire Global Note to beneficial owners pursuant to Section 312(b), the applicable Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary, in exchange for its beneficial interest in the applicable Global Note, an equal aggregate principal amount at maturity of Rule 144A Physical Notes (in the case of any Rule 144A Global Note) or Regulation S Physical Notes (in the case of any Regulation S Global Note), as the case may be, of authorized denominations. (e) The transfer and exchange of a Global Note or beneficial interests therein shall be effected through the Depositary, in accordance with this Indenture (including applicable restrictions on transfer set forth in Section 313) and the procedures therefor of the Depositary. Any beneficial interest in one of the Global Notes that is transferred to a Person who takes delivery in the form of an interest in a different Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. A transferor of a beneficial interest in a Global Note shall deliver to the Note Registrar a written order given in accordance with the Depositary’s procedures containing information regarding the participant account of the Depositary to be credited with a beneficial interest in the relevant Global Note. Subject to Section 313, the Note Registrar shall, in accordance with such instructions, instruct the Depositary to credit to the account of the Person specified in such instructions a beneficial interest in such Global Note and to debit the account of the Person making the transfer the beneficial interest in the Global Note being transferred. (f) Any Physical Note delivered in exchange for an interest in a Global Note pursuant to Section 312(b) shall, unless such exchange is made on or after the Resale Restriction Termination Date applicable to such Note and except as otherwise provided in Section 203 and Section 313, bear the Private Placement Legend. (g) Notwithstanding the foregoing, through the Distribution Compliance Period, a beneficial interest in a Regulation S Global Note may be held only through designated Agent Members holding on behalf of Euroclear or Clearstream unless delivery is made in accordance with the applicable provisions of Section 313. (h) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members or beneficial owners of interests in any Global Notes) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. (i) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Section 2.17 hereof. EXHIBIT B. Members of, or participants in, the Depository (“Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), "PARTICIPANTS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depository, or the Trustee as its custodian, or under the Global Note, and the Depository may be treated by the CompanyCasella, the Trustee and any agent of the Company Casella or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyCasella, the Trustee or any agent of the Company Casella or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members or Indirect Participants, the operation of customary practices governing the exercise of the rights of a HolderHolder of any Note. (b) A Transfers of Global Note may Notes shall be limited to transfers in whole, but not be transferred in part, to the Depository, its successors or exchanged for another Note other than as provided in Section 2.16(f)their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Physical Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.16 hereof2.16. In addition, but only Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in Global Notes if (i) the Depository notifies the Company Casella that it is unwilling or unable to continue as Depository for any Global Note or the Depository ceases to be and a clearing agency registered under the Exchange Act and, in either case, a qualified successor Depository is not appointed by Casella, with a copy to the Company Trustee, within 120 90 days of such notice, notice or (ii) an Event of a Default has occurred and is continuing and the Registrar has received a written request from the Depository to issue Certificated Physical Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note. (c) In connection with the any transfer or exchange of a portion of the beneficial interests interest in a Global Notes for Certificated Notes Note to beneficial owners pursuant to paragraph (b)(ib) and (ii)of this Section 2.15, the Registrar shall (if one or more Physical Notes are to be issued) reflect on its books -40- and records the date and a decrease in the principal amount of such Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and Casella shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of authorized denominations in an aggregate principal amount equal to the principal amount of the beneficial interest in the Global Note so transferred. (d) In connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to paragraph (b) of this Section 2.15, such Global Note shall be deemed to be surrendered to the Trustee for cancellation cancellation, and pursuant to paragraph (bi) Casella shall execute, (ii) the Guarantors shall execute notations of Subsidiary Guarantees on and (iii) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order written instructions from the Company in the form of an Officers’ Certificate, Casella authenticate and deliver, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the such Global NotesNote, an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (de) Any Certificated 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 2.15 shall, except as otherwise provided by Section 2.16 hereof2.16, bear the Private Placement Legend. (ef) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members Participants and Indirect Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) The Each Global Notes Note initially shall (i) be registered in the name of the Depository Depositary for such Global Note or the nominee of such DepositoryDepositary, in each case for credit to the account of an Agent Member, and (ii) be delivered to the Depositary. None of the Company, any agent of the Company or the Trustee as custodian shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note, or for maintaining, supervising or reviewing any records relating to such Depository and beneficial ownership interests. (iiib) bear legends as set forth in Section 2.17 hereof. Members of, or participants and account holders in, the Depository Depositary (“Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depositary, or its custodian, or under such Global Notes. The Depositary or its nominee, as the Global Notecase may be, and the Depository may be treated by the Company, any other obligor upon the Notes, the Trustee and any agent of the Company or the Trustee any of them as the absolute owner of the Global Note Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, any other obligor upon the Notes, the Trustee or any agent of the Company or the Trustee any of them from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a Holder. (b) A Global Note may not be transferred or exchanged for another Note other than as provided in Section 2.16(f). Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.16 hereof, but only if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for any Global Note or the Depository ceases to be a clearing agency registered under the Exchange Act and, in either case, a qualified successor Depository is not appointed by the Company within 120 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 Certificated Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15any Note. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note. (c) In connection with the exchange of beneficial interests in Global Notes for Certificated Notes pursuant to paragraph (b)(i) and (ii), the Global Notes shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order from the Company in the form of an Officers’ Certificate, authenticate and deliver, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) 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 Section 2.16 hereof, bear the Private Placement Legend. (e) The Holder of any a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Indirect ParticipantsPersons that may hold interests through Agent Members, to take any action which that a Holder is entitled to take under this Indenture or the Notes. (c) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but, subject to the immediately succeeding sentence, not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Note may not be transferred or exchanged for physical Notes unless (i) the Company has consented thereto in writing, or such transfer or exchange is made pursuant to the next sentence, and (ii) such transfer or exchange is in accordance with the Applicable Procedures. Subject to the limitation on issuance of physical Notes, physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the relevant Global Note, if (i) the Depositary notifies the Company at any time that it is unwilling or unable to continue as Depositary for the Global Notes and a successor depositary is not appointed within 90 days; or (ii) the Company, at its option, notifies the Trustee that it elects to cause the issuance of physical Notes. (d) The transfer and exchange of a Global Note or beneficial interests therein shall be effected through the Depositary, in accordance with the Indenture (including applicable restrictions on transfer set forth in Section 1.10) and the Applicable Procedures therefor of the Depositary. Any beneficial interest in one of the Global Notes that is transferred to a Person who takes delivery in the form of an interest in a different Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. A transferor of a beneficial interest in a Global Note shall deliver to the Registrar a written order given in accordance with the Depositary’s Applicable Procedures containing information regarding the participant account of the Depositary to be credited with a beneficial interest in the relevant Global Note. The Registrar shall, in accordance with such instructions, instruct the Depositary to credit to the account of the Person specified in such instructions a beneficial interest in such Global Note and to debit the account of the Person making the transfer the beneficial interest in the Global Note being transferred.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Section 2.17 hereof. Exhibit B. Members of, or participants in, the Depository (“"Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depository, or the Trustee as its custodian, or under the Global Note, and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a HolderHolder of any Note. (b) A Transfers of Global Note may Notes shall be limited to transfers in whole, but not be transferred in part, to the Depository, its successors or exchanged for another Note other than as provided in Section 2.16(f)their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Physical Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.16 hereofDepository. In addition, but only Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in Global Notes if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for any Global Note Note, or the Depository ceases that it will cease to be a clearing agency "Clearing Agency" registered under the Exchange Act andAct, and in either case, case a qualified successor Depository is not appointed by the Company within 120 90 days of such notice, 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 Certificated Physical Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note. (c) In connection with the any transfer or exchange of a portion of the beneficial interests interest in any Global Notes for Certificated Notes Note to beneficial owners pursuant to paragraph (b)(ib), 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 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 Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and principal amount of authorized denominations. (iid) In connection with the transfer of Global Notes as an entirety to beneficial owners pursuant to paragraph (b), the Global Notes shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordinglycancellation, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order from the Company in the form of an Officers’ Certificate, shall authenticate and deliver, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount at maturity of Certificated Physical Notes of like tenor of authorized denominations. (d) 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 Section 2.16 hereof, bear the Private Placement Legend. (e) The Holder of any Global Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Indirect Participantspersons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.. ARTICLE FOUR

Book-Entry Provisions for Global Notes. (aA) The Global Notes initially shall (i) be registered in the name of the Depository Depositary for the Notes or the nominee of such DepositoryDepositary, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear legends as set forth in Section 2.17 hereofrequired hereby. Members of, or participants in, the Depository Depositary for the Notes (“Agent MembersParticipants”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ) shall have no direct rights under this Indenture with respect to any Global Note held on their behalf by such Depositary, or the Depository Trustee as its custodian, or under the Global Note, and the Depository such Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository such Depositary or impair, as between the Depository such Depositary and its Agent Members or Indirect Participants, the operation of customary practices governing the exercise of the rights of a HolderHolder of any Note. (bB) A Transfers of Global Note may Notes shall be limited to transfers in whole, but not in part, to the Depositary for the Notes, its successors or their respective nominees. Notwithstanding clause (2) of the eighth (8th) paragraph of Section 305 of the Base Indenture, Physical Notes shall be transferred or exchanged to all beneficial owners, as identified by such Depositary, in exchange for another Note other than as provided their beneficial interests in Section 2.16(f). Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.16 hereof, but only if (i) the Depository such Depositary notifies the Company that it such Depositary is unwilling or unable to continue as Depository depositary for any Global Note (or the Depository such Depositary ceases to be a “clearing agency agency” registered under Section 17A of the Exchange Act and, in either case, Act) and a qualified successor Depository Depositary is not appointed by the Company within 120 ninety (90) days of such notice, notice or cessation or (ii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depository such Depositary to issue Certificated Physical Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner This Section 2.11(B) shall replace clause (2) of the related Notes pursuant to eighth (8th) paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 305 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 the Base Indenture for purposes of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated NoteNotes. (cC) In connection with the exchange transfer of a Global Note in its entirety to beneficial interests in Global Notes for Certificated Notes owners pursuant to paragraph (b)(i) and (iiSection 2.11(B), the such Global Notes Note shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordinglycancellation, and in each case the Company shall execute, and the Trustee shall, shall upon receipt of an authentication order written instructions from the Company in the form of an Officers’ Certificate, authenticate and deliver, to each beneficial owner identified by the Depository in writing Depositary for the Notes in exchange for its beneficial interest in the such Global NotesNote, an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (d) 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 Section 2.16 hereof, bear the Private Placement Legend. (eD) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members Participants and Indirect Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) The U.S. Global Notes and Offshore Global Notes initially shall (i) be registered in the name of the Depository Depositary for such Global Notes or the nominee of such DepositoryDepositary, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear legends as set forth in Section 2.17 hereof2.02. Members of, or participants in, the Depository Depositary (“"Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depositary, or the Trustee as its custodian, or under the Global Note, and the Depository Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a Holderholder of any Note. (b) A Transfers of a Global Note may shall be limited to transfers of such Global Note in whole, but not be transferred in part, to the Depositary, its successors or exchanged for another Note other than as provided in Section 2.16(f)their respective nominees. Interests of beneficial owners in the a Global Notes Note may be transferred or exchanged for Certificated Notes in accordance with the rules and procedures of the Depository Depositary and the provisions of Section 2.16 hereof2.08. In addition, but only U.S. Physical Notes and Offshore Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the U.S. Global Note or the Offshore Global Note, respectively, if (i) the Depository Depositary notifies the Company that it is unwilling or unable to continue as Depository Depositary for any the U.S. Global Note or the Depository ceases to be Offshore Global Note, as the case may be, and a clearing agency registered under the Exchange Act and, in either case, a qualified successor Depository depositary is not appointed by the Company within 120 90 days of such notice, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a written request to the foregoing effect from the Depository to issue Certificated Notes. In any such case, Depositary or (iii) in accordance with the Company will notify rules and procedures of the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants Depositary and the Depository identify as being the beneficial owner provisions of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note2.08. (c) Any beneficial interest in one of the Global Notes that is transferred to a person who takes delivery in the form of an interest in any other Global Note will, upon transfer, cease to be an interest in the first Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (d) In connection with any transfer of a portion of the beneficial interests in the U.S. Global Notes or Permanent Offshore Global Notes to beneficial owners pursuant to paragraph (b) of this Section, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the U.S. Global Note or Permanent Offshore Global Note in an amount equal to the principal amount of the beneficial interest in the U.S. Global Note or Permanent Offshore Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more U.S. Physical Notes or Offshore Physical Notes, as the case may be, of like tenor and amount. (e) In connection with the exchange transfer of the entire U.S. Global Note or Offshore Global Note to beneficial interests in Global Notes for Certificated Notes owners pursuant to paragraph (b)(ib) and (ii)of this Section, the U.S. Global Notes Note or Offshore Global Note, as the case may be, shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordinglycancellation, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order from the Company in the form of an Officers’ Certificate, shall authenticate and deliver, to each beneficial owner identified by the Depository in writing Depositary in exchange for its beneficial interest in the U.S. Global NotesNote or Offshore Global Note, as the case may be, an equal aggregate principal amount of Certificated U.S. Physical Notes or Offshore Physical Notes, as the case may be, of authorized denominations. (df) Any Certificated U.S. Physical Note constituting a Restricted Security delivered in exchange for an interest in a the U.S. Global Note pursuant to paragraph (b) or (cd) of this Section shall, except as otherwise provided by paragraph (f) of Section 2.16 hereof2.08, bear the Private Placement Legendlegend regarding transfer restrictions applicable to the U.S. Physical Note set forth in Section 2.02. (eg) Any Offshore Physical Note delivered in exchange for an interest in the Offshore Global Note pursuant to paragraph (b) or (d) of this Section shall, except as otherwise provided by paragraph (f) of Section 2.08, bear the legend regarding transfer restrictions applicable to the Offshore Physical Note set forth in Section 2.02. (h) The Holder registered holder of any a Global Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Indirect Participantspersons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (i) Beneficial owners of interests in the U.S. Global Note may receive U.S. Physical Notes (which shall bear the Private Placement Legend if required by Section 2.02) in accordance with the procedures of the Depositary. In connection with the execution, authentication and delivery of such U.S. Physical Notes, the Registrar shall reflect on its books and records a decrease in the principal amount of the U.S. Global Note equal to the principal amount of such U.S. Physical Notes and the Company shall execute and the Trustee shall authenticate and deliver one or more U.S. Physical Notes having an equal aggregate principal amount.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Section 2.17 hereofExhibit B, as applicable. Members of, or participants in, the Depository (“Agent MembersParticipants”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depository, or the Trustee as its custodian, or under the Global Note, and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members or Indirect Participants, the operation of customary practices governing the exercise of the rights of a HolderHolder of any Note. (b) A Transfers of Global Note may Notes shall be limited to transfers in whole, but not be transferred in part, to the Depository, its successors or exchanged for another Note other than as provided in Section 2.16(f)their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Physical Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.16 hereof2.16. In addition, but only Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in Global Notes if (i) the Depository notifies the Company that it is unwilling or unable to continue act as Depository for any Global Note or the Depository ceases has ceased to be a clearing agency registered under the Exchange Act and, in either each case, the Company so notify the Trustee in writing and a qualified successor Depository is not appointed by the Company within 120 90 days of such notice, or (ii) an the Company, at its option, notify the Trustee in writing that they elect to cause the issuance of the Notes in the form of Physical Notes under this Indenture (provided that the Temporary Regulation S Global Note may not be exchanged pursuant to this clause (iii) prior to the expiration of the Distribution Compliance Period and the receipt of the certificate specified in Section 2.16(c)(i)) or (iv) a Default or Event of Default has occurred and is continuing and the Registrar has received a written request from the Depository to issue Certificated Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, a beneficial interest in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or to issue Physical Notes. Upon any portion thereof, pursuant to issuance of a Physical Note in accordance with this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered 2.15(b) the Trustee is required to register such Physical Note in the form name of, and cause the same to be delivered to, such Person or Persons (or the nominee of any thereof). All such Physical Notes shall bebear the applicable legends, a Certificated Noteif any. (c) In connection with the any transfer or exchange of a portion of the beneficial interests interest in a Global Notes for Certificated Notes Note to beneficial owners pursuant to paragraph (b)(ib) and (ii)of this Section 2.15, 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 the principal amount of such Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred or exchanged, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of authorized denominations in an aggregate principal amount equal to the principal amount of the beneficial interest in the Global Note so transferred or exchanged. (d) In connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to paragraph (b) of this Section 2.15, such Global Note shall be deemed to be surrendered to the Trustee for cancellation cancellation, and pursuant to paragraph (bi) the Company shall execute and (ii) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order written instructions from the Company in the form of an Officers’ CertificateCompany, authenticate and deliver, deliver to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the such Global NotesNote, an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (de) Any Certificated 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 2.15 shall, except as otherwise provided by Section 2.16 hereof2.16, bear the Private Placement Legend. (ef) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members Participants and Indirect Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depository Depositary or the nominee of such DepositoryDepositary, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear legends as set forth in Section 2.17 hereof2.02(a). Members of, or participants in, the Depository Depositary (“Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depositary, or the Trustee as its custodian, or under the Global Note, and the Depository Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a Holderholder of any Note. (b) A The registered holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (c) Global Notes and interests therein may not be transferred or exchanged for another Note other than as provided Physical Notes, whether in Section 2.16(f). Interests of beneficial owners whole or in the Global Notes may be transferred or exchanged for Certificated Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.16 hereofpart, but only if unless (i) the Depository Depositary (x) notifies the Company that it is unwilling or unable to continue as Depository depositary for any the Global Note Notes and the Company thereupon fails to appoint a successor depositary within 90 days or the Depository ceases (y) has ceased to be a clearing agency registered under the Exchange Act andAct, in either case, a qualified successor Depository is not appointed by the Company within 120 days of such notice, or (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of Physical Notes, (iii) any beneficial owner of interests in a Global Note so requests or (iv) a Default or an Event of Default has occurred and is continuing exists and the Registrar has received a written request from Trustee requests the Depository to issue Certificated issuance of Physical Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants the beneficial owners of their interests in such Global NoteNotes, Certificated Physical Notes will be issued to each Person that such Agent Members direct and Indirect Participants and indirect participants in the Depository Depositary identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note. (c) In connection with the exchange of beneficial interests in Global Notes for Certificated Notes pursuant to paragraph (b)(i) and (ii), the Global Notes shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order from the Company in the form of an Officers’ Certificate, authenticate and deliver, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) 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 Section 2.16 hereof, bear the Private Placement Legend. (e) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Indirect Participants, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be deposited with and registered in the name of a nominee for the Depository or Common Depositary of the nominee of such Depository, Clearing Agency and (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Section 2.17 2.7(f) hereof. Members of, or participants in, the Depository (“Agent Members”), and Notwithstanding any other Person who holds provisions of this Indenture, a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or under the Global Note, and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members or Indirect Participants, the operation of customary practices governing the exercise of the rights of a Holder. (b) A Global Note may not be transferred or exchanged as a whole except by a nominee for another Note other than as provided in Section 2.16(f)the Common Depositary to a successor nominee for the Common Depositary. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Definitive Notes in accordance with the rules and procedures of the Depository Clearing Agency and the provisions of Section 2.16 hereof, but only 2.7 of this Indenture. All Global Notes shall be exchanged by the Company (with authentication by the Trustee) for one or more Definitive Notes if (a) any Clearing Agency (i) the Depository notifies has notified the Company that it is unwilling or unable to continue as Depository for any Global Note or the Depository ceases to be a clearing agency registered under and (ii) a successor to the Exchange Act and, in either case, a qualified successor Depository Clearing Agency is not appointed by the Company within 120 90 days of such noticenotification, or (iib) any Clearing Agency so requests following an Event of Default has occurred hereunder and which Event of Default is continuing and the Registrar has received a written request from the Depository to issue Certificated Notes. In or (c) in whole (but not in part) at any such case, time if the Company will notify in its sole discretion so determines and notifies the Trustee in writing thatthat it elects to issue Definitive Notes. If an Event of Default occurs and is continuing, upon surrender the Company shall, at the written request delivered through a Clearing Agency of the holders of Notes thereof or of the holder of an interest therein, exchange all or part of a Global Note for one or more Definitive Notes (with authentication by the Trustee); provided, however, that the principal amount at maturity of such Agent Members Definitive Notes and Indirect Participants of their interests in such Global NoteNote after such exchange shall be €50,000 and any integral multiple of €1,000 in excess thereof. Whenever all of a Global Note is exchanged for one or more Definitive Notes, Certificated Notes it shall be surrendered by the holder thereof to the Trustee for cancellation. Whenever a part of a Global Note is exchanged for one or more Definitive Notes, the Global Note shall be surrendered by the holder thereof to the Trustee, who shall cause an adjustment to be made to Schedule A of such Global Note such that the principal amount of such Global Note will be issued equal to each Person that the portion of such Agent Members Global Note not exchanged, and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant shall thereafter return such Global Note to paragraph (c) of this Section 2.15such holder. A Global Notes also Note may not be exchanged or replaced, in whole or in part, for a Definitive Note other than as provided in Sections 2.07 and 2.10 this Section 2.6. In connection with the transfer of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, Notes as an entirety to beneficial owners pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note. (c) In connection with the exchange of beneficial interests in Global Notes for Certificated Notes pursuant to paragraph (b)(i) and (ii)2.6, the Global Notes shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordinglycancellation, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order from the a Company Order in the form of an Officers’ Certificate, authenticate and delivermake available for delivery, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Certificated Definitive Notes of authorized denominations. (d) . Any Certificated Definitive Note constituting a Restricted Security delivered in exchange for an interest in a Global Note pursuant to paragraph (b) or (c) this Section 2.6 shall, except as otherwise provided by Section 2.16 hereof2.7, bear the Private Placement Legend. (e) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Indirect Participants, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) The Each Global Notes initially Note shall (i) be registered in the name of the Depository Depositary for such Global Notes or the nominee of such DepositoryDepositary, (ii) be delivered by the Trustee to the Trustee as custodian Depositary or pursuant to the Depositary’s instructions or held by the Note Custodian for such Depository the Depositary and (iii) bear legends the Global Note Legends as set forth in required by Section 2.17 2.6(e) hereof. Members of, or participants Participants in, the Depository (“Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), Depositary shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depositary, or the Note Custodian, or under the such Global Note, and the Depository Depositary may be treated by the CompanyIssuers, and the Trustee or any Agent and any agent of the Company or the Trustee their respective agents, as the absolute owner of the such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuers, the Trustee or any agent of the Company Agent or the Trustee their respective agents from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members or Indirect Participants, the operation of customary practices governing the exercise of the rights of an owner of a Holderbeneficial interest in any Global Note. Neither the Trustee nor any Agent shall have any responsibility or obligation to any Holder that is a member of (or a Participant in) the Depositary or any other Person with respect to the accuracy of the records of the Depositary (or its nominee) or of any member or Participant thereof, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the Notes. The Trustee and any Agent may rely (and shall be fully protected in relying) upon information furnished by the Depositary with respect to its members, Participants and any beneficial owners in the Notes. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary. (b) A Transfers of a Global Note may shall be limited to transfers of such Global Note in whole, but not be transferred in part, to the Depositary, its successors or exchanged for another Note other than as provided in Section 2.16(f)their respective nominees. Interests of beneficial owners in the a Global Notes Note may be transferred or exchanged for Certificated Notes in accordance with Section 2.15 hereof and the rules and procedures of the Depository and the provisions of Section 2.16 hereofDepositary. In addition, but certificated Notes shall be transferred to beneficial owners in exchange for their beneficial interests only if (i) the Depository Depositary notifies the Company Issuers that it is unwilling or unable to continue as Depository Depositary for any the Global Note or Notes and a successor depositary is not appointed by the Depository Issuers within 90 days of such notice, (ii) the Depositary ceases to be a “clearing agency agency” registered under the Exchange Act and, in either case, and a qualified successor Depository depositary is not appointed by the Company Issuers within 120 90 days of such notice, or (iiiii) an Event of Default of which a Responsible Officer of the Trustee has written notice has occurred and is continuing and the Registrar has received a written request from the Depository any Holder of a Global Note to issue Certificated Notes. In any such casecertificated Notes or (iv) the Issuers, the Company will notify in their sole discretion, notifies the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants that it elects to cause the issuance of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Notecertificated Notes. (c) In connection with the exchange transfer of an entire Global Note to beneficial interests in Global Notes for Certificated Notes owners pursuant to paragraph (b)(iSection 2.6(b) and (ii)hereof, the such Global Notes Note shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordinglycancellation, and in each case the Company Issuers shall execute, and the Trustee shall, upon receipt of an authentication order from the Company in the form of an Officers’ Certificate, shall authenticate and deliver, deliver to each beneficial owner identified by the Depository in writing Depositary in exchange for its beneficial interest in the such Global Notes, Note an equal aggregate principal amount of Certificated certificated Notes of authorized denominations. (d) 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 Section 2.16 hereof, bear the Private Placement Legend. (e) The registered Holder of any a Global Note may grant proxies and otherwise authorize any Person, including Agent Members Participants and Indirect Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or the Notes. (e) Each Global Note shall bear the Global Note Legend on the face thereof. (f) At such time as all beneficial interests in Global Notes have been exchanged for certificated Notes, redeemed, repurchased or cancelled, all Global Notes shall be returned to or retained and cancelled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for certificated Notes, redeemed, repurchased or cancelled, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note, by the Trustee or the Note Custodian, at the direction of the Trustee, to reflect such reduction.

Book-Entry Provisions for Global Notes. (a) The Global Notes -------------------------------------- initially shall (i) be registered in the name of the Depository DTC for such Global Notes or the nominee of such DepositoryDTC, (ii) be delivered to the Trustee as custodian for such Depository DTC and (iii) bear legends as set forth in Section 2.17 hereof203. Members of, or participants in, the Depository DTC (“"Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ") shall have no rights under this Fourth Supplemental Indenture with respect to any Global Note held on their behalf by DTC, or the Depository Trustee as its custodian, or under the such Global Note, and the Depository DTC may be treated by the CompanyOperating Partnership, the Trustee and any agent of the Company Operating Partnership or the Trustee as the absolute owner of the such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyOperating Partnership, the Trustee or any agent of the Company Operating Partnership or the Trustee Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depository DTC or impair, as between the Depository DTC and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a Holderholder of any Senior Note. (b) A Transfers of a Global Note may shall be limited to transfers of such Global Note in whole, but not be transferred in part, to DTC, its successors or exchanged for another Note other than as provided in Section 2.16(f)their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Notes in accordance with the rules and procedures of the Depository DTC and the provisions of Section 2.16 hereof206. In addition, but only Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (i) the Depository DTC notifies the Company Operating Partnership that it is unwilling or unable to continue as Depository a depositary for any the Global Note or the Depository ceases to be Notes and a clearing agency registered under the Exchange Act and, in either case, a qualified successor Depository depositary is not appointed by the Company Operating Partnership within 120 90 days of such notice, or (ii) an Event of Default has occurred and is continuing and the Security Registrar has received a written request from DTC or (iii) in accordance with the Depository to issue Certificated Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members rules and Indirect Participants procedures of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants DTC and the Depository identify as being the beneficial owner provisions of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note206. (c) Any beneficial interest in one of the Global Notes that is transferred to a Person who takes delivery in the form of an interest in another 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 any transfer of a portion of the beneficial interests in a Global Note to beneficial owners pursuant to paragraph (b) of this Section 205, the Security Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to the principal amount of the beneficial interest in such Global Note to be transferred, and the Operating Partnership shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount. (e) In connection with the exchange transfer of the Global Notes, in whole, to beneficial interests in Global Notes for Certificated Notes owners pursuant to paragraph (b)(ib) and (ii)of this Section 205, the Global Notes shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordinglycancellation, and in each case the Company Operating Partnership shall execute, and the Trustee shall, upon receipt of an authentication order from the Company in the form of an Officers’ Certificate, shall authenticate and deliver, to each beneficial owner identified by the Depository in writing DTC in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (df) Any Certificated Physical Note constituting a Restricted Security delivered in exchange for an interest in a the Global Note Notes pursuant to paragraph (b), (d) or (ce) of this Section 205 shall, except as otherwise provided by paragraph (c) of Section 2.16 hereof206, bear the Private Placement Legendlegend regarding transfer restrictions applicable to the Physical Note set forth in Section 203. (eg) The Holder registered holder of any a Global Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Indirect Participantspersons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Section 2.17 hereof. Members of, or participants in, the Depository (“Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or under the Global Note, and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members or Indirect Participants, the operation of customary practices governing the exercise of the rights of a Holder. (b) A Global Note may not be transferred or exchanged for another Note other than as provided in Section 2.16(f). Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.16 hereof, but only if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for any Global Note or the Depository ceases to be a clearing agency registered under the Exchange Act and, in either case, a qualified successor Depository is not appointed by the Company within 120 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 Certificated Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note. (c) In connection with the exchange of beneficial interests in Global Notes for Certificated Notes pursuant to paragraph (b)(i) and (ii), the Global Notes shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order from the Company in the form of an Officers’ Certificate, authenticate and deliver, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) 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 Section 2.16 hereof, bear the Private Placement Legend. (e) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Indirect Participants, to take any action which a Holder is entitled to take under this Indenture or the Notes.or

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear the legends required by the Depository as set forth in Section 2.17 hereof. Exhibit A. (b) Members of, or participants in, the Depository (“Agent MembersParticipants”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depository, or the Trustee as its custodian, or under the any such Global Note, and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members or Indirect Participants, the operation of customary practices governing the exercise of the rights of a Holder. (b) A Global Note may not be transferred or exchanged for another Note other than as provided in Section 2.16(f). Interests Holder of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.16 hereof, but only if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for any Global Note or the Depository ceases to be a clearing agency registered under the Exchange Act and, in either case, a qualified successor Depository is not appointed by the Company within 120 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 Certificated Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note. (c) In connection with the exchange of beneficial interests in Global Notes for Certificated Notes pursuant to paragraph (b)(i) and (ii), the Global Notes shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order from the Company in the form of an Officers’ Certificate, authenticate and deliver, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) 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 Section 2.16 hereof, bear the Private Placement Legend. (e) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members Participants and Indirect Persons that may hold interests through Participants, to take any action which a Holder of any Note is entitled to take under this Indenture or the Notes. (d) Notwithstanding any other provisions of the Indenture, a Global Note may only be transferred in whole, and not in part, and may not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. Certificated Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in Global Notes if (i) the Depository notifies the Company that it is unwilling or unable to act as Depository for any Global Note and a successor Depository is not appointed by the Company within 90 days, (ii) the Depository ceases to be a clearing agency registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository is not appointed by the Company within 90 days or (iii) if an Event of Default shall have occurred and be continuing, but only if, in the case of item (i) or (ii) above, the Company provides written transfer directions to the Trustee or, in the case of item (iii) above, the holders of a majority of the aggregate principal amount of the Notes provide written transfer directions to the Trustee. In addition, certificated Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in Global Notes if the Company, in its sole discretion, determines not to require that all of the Notes be represented by a Global Note. In connection with the transfer of a Global Note in its entirety pursuant to this Section 2.02(d), such Global Note shall be deemed to be surrendered to the Trustee for cancellation and (i) the Company shall execute and (ii) the Trustee shall, upon written instructions from the Company, authenticate and deliver to each beneficial owner identified by the Depository, in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of certificated Notes of authorized denominations. (e) The Trustee shall have no responsibility for the actions or omissions of the Depository or the accuracy of the books and records of the Depository.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to deposited with, or on behalf of, the Depository or with the Trustee as custodian for such the Depository and (iii) bear legends as set forth in Section 2.17 hereof2.2. Members of, or participants in, the Depository (“Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or the Trustee as its custodian, or under the Global Note, and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depository, or shall impair, as between the Depository and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a Holderholder of any Note. (b) A Transfer of a Global Note may shall be limited to transfers of such Global Note in whole, but not be transferred in part, to the Depository, its successors or exchanged for another Note other than as provided in Section 2.16(f)their respective nominees. Interests of beneficial owners in the a Global Notes Note may be transferred or exchanged for Certificated Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.16 hereof, but only Depository. Physical Notes shall be issued to all beneficial owners in exchange for their beneficial interests in a Global Note if (i) the Depository notifies the Company that it is unwilling or unable to continue as a Depository for any a Global Note or the Depository ceases to be and a clearing agency registered under the Exchange Act and, in either case, a qualified successor Depository is not appointed by the Company within 120 90 days of such notice, notice or (ii) an Event of Default has occurred and is continuing and the Note Registrar has received a written request from the Depository to issue Certificated Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Depository; provided that Physical Notes will may not be issued to each Person that such Agent Members and Indirect Participants and more than 400 Holders without the Depository identify as being the beneficial owner prior written consent of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated NoteCompany. (c) In connection with any transfer of a portion of the exchange of beneficial interests interest in a Global Notes for Certificated Notes Note pursuant to paragraph subsection (b)(ib) and (ii)of this Section to beneficial owners who are required to hold Physical Notes, the Note 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 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 entire Global Note to beneficial owners pursuant to subsection (b) of this Section, such Global Note shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordinglycancellation, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order from the Company in the form of an Officers’ Certificate, shall authenticate and deliver, to each beneficial owner identified by the Depository in writing Depository, in exchange for its beneficial interest in the Global Notes, Note an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (d) 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 Section 2.16 hereof, bear the Private Placement Legend. (e) The Holder registered holder of any a Global Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Indirect ParticipantsPersons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) The Each Global Notes Note initially shall (i) be registered in the name of the Depository Depositary for such Global Notes or the nominee of such DepositoryDepositary, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear legends a legend as set forth in Section 2.17 hereof2.03. None of the Company or the Subsidiary Guarantors, nor any of their agents shall have any responsibility or liability for any aspect of the records relating to, or payments made on account of beneficial ownership interests of, a Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Members of, or participants in, the Depository Depositary (“"Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or under the Global Note, and the Depository Depositary may be treated by the Company, the Subsidiary Guarantors, the Trustee and any agent of the Company Company, the Subsidiary Guarantors or the Trustee as the absolute owner of the such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Subsidiary Guarantors, the Trustee or any agent of the Company Company, the Subsidiary Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a Holder. (b) A Global Note may not be transferred or exchanged for another Note other than as provided in Section 2.16(f). Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.16 hereof, but only if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for any Global Note or the Depository ceases to be a clearing agency registered under the Exchange Act and, in either case, a qualified successor Depository is not appointed by the Company within 120 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 Certificated Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15any Note. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note. (c) In connection with the exchange of beneficial interests in Global Notes for Certificated Notes pursuant to paragraph (b)(i) and (ii), the Global Notes shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order from the Company in the form of an Officers’ Certificate, authenticate and deliver, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) 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 Section 2.16 hereof, bear the Private Placement Legend. (e) The registered Holder of any a Global Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Indirect Participantspersons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (b) Interests of beneficial owners in a Global Note may be transferred in accordance with the applicable rules and procedures of the Depositary. Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees, except that Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Note in the event that (A) the 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 or has ceased to be a clearing agency registered under the Exchange Act or (B) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary. In addition, beneficial interests in a Global Note may be exchanged for Physical Notes (x) at the Company's option or (y) upon request but only upon at least 20 days' prior written notice given to the Trustee by or on behalf of the Depository in accordance with customary procedures. In connection with any transfer or exchange of a portion of the beneficial interest in any Global Note to beneficial owners for Physical Notes pursuant to this Section 3.12(b), the Registrar shall record on its books and records (and make a notation on the Global Note of) the date and a decrease in the principal amount of such Global Note in an amount equal to the beneficial interest in the Global Note being transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and principal amount of authorized denominations. In connection with a transfer of an entire Global Note to beneficial owners pursuant to this paragraph (b), the applicable Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the applicable Global Note, an equal aggregate principal amount at maturity of Physical Notes of authorized denominations. (c) The Company, the Subsidiary Guarantors, any other obligor upon the Notes or the Trustee, in the discretion of any of them, may treat as the Act of a Holder any instrument or writing of any Person that is identified by the Depositary as the owner of a beneficial interest in the Global Note, provided that the fact and date of the execution of such instrument or writing is proved in accordance with Section 1.08(b). (d) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 3.12. The Company shall have the right to require the Registrar to deliver to the Company, at the Company's expense, copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar. In connection with any transfer of any Note, the Trustee, the Registrar and the Company shall be entitled to receive, shall be under no duty to inquire into, may conclusively presume the correctness of, and shall be fully protected in relying upon the certificates, opinions and other information referred to herein received from any Holder and any transferee of any Note regarding the validity, legality and due authorization of any such transfer and any other facts and circumstances related to such transfer. (e) Any transferee entitled to receive a Physical Note may request that the principal amount thereof be evidenced by one or more Physical Notes in any authorized denomination or denominations and the Registrar shall comply with such request if all other transfer restrictions are satisfied.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depository Depositary or the nominee of such DepositoryDepositary, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear the applicable legends as set forth in Section 2.17 hereof. Members of, or participants in, the Depository (“Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), Exhibit B. Participants shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depositary, or the Trustee as its custodian, or under the Global Note, and the Depository Depositary may be treated by the CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Trustee or any agent of the Company Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members or Indirect Participants, the operation of customary practices governing the exercise of the rights of a HolderHolder of any Note. (b) A Transfers of Global Note may Notes shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. Definitive Notes shall be transferred or exchanged for another Note other than as provided in Section 2.16(f). Interests of issued to all beneficial owners in the exchange for their beneficial interests in Global Notes may be transferred or exchanged for Certificated Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.16 hereof, but only if (i) the Depository Depositary notifies the Company Issuer that it is unwilling or unable to continue as Depository Depositary for any Global Note or the Depository ceases to be and a clearing agency registered under the Exchange Act and, in either case, a qualified successor Depository Depositary is not appointed by the Company Issuer, with a copy to the Trustee, within 120 90 days of such notice, notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depository Depositary to issue Certificated Definitive Notes. In any such case, the Company will notify the Trustee in writing ; provided that, upon surrender by such Agent Members and Indirect Participants of their interests notwithstanding anything herein to the contrary, beneficiary interest in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15. Regulation S Global Notes also may not be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, for a Global Definitive Note or any portion thereof, pursuant transferred to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered a Person who takes delivery thereof in the form of, and shall be, of a Certificated NoteDefinitive Note prior to the expiration of the Restricted Period. (c) In connection with the any transfer or exchange of a portion of the beneficial interests interest in a Global Notes for Certificated Notes Note to beneficial owners pursuant to paragraph (b)(ib) and (ii)of this Section 2.15, the Registrar shall (if one or more Definitive Notes are to be issued) reflect on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Issuer shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of authorized denominations in an aggregate principal amount equal to the principal amount of the beneficial interest in the Global Note so transferred. (d) In connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to paragraph (b) of this Section 2.15, such Global Note shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (bi) the Issuer shall execute, (ii) the Guarantors shall execute notations of Subsidiary Guarantees on and (iii) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order written instructions from the Company in the form of an Officers’ Certificate, Issuer authenticate and deliver, to each beneficial owner identified by the Depository in writing Depositary in exchange for its beneficial interest in the such Global NotesNote, an equal aggregate principal amount of Certificated Definitive Notes of in authorized denominations. (de) Any Certificated Definitive Note constituting a Restricted Security delivered in exchange for an interest in a Global Note pursuant to paragraph (b) or (c) of this Section 2.15 shall, except as otherwise provided by Section 2.16 hereof2.16, bear the Private Placement Legend.applicable legend regarding transfer restrictions set forth in Exhibit B. (ef) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members Participants and Indirect Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) The U.S. Global Notes and Regulation S Global Notes initially shall (i) be registered in the name of the Depository Depositary for such Global Notes or the nominee of such DepositoryDepositary, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear legends as set forth in Section 2.17 2.02 hereof. Members of, or participants in, the Depository Depositary (“Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depositary, or the Trustee as its custodian, or under the any Global Note, and the Depository Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a Holderbeneficial owner of any Note. (b) A Transfers of a Global Note may shall be limited to transfers of such Global Note in whole, but not be transferred in part, to the Depositary, its successors or exchanged for another Note other than as provided in Section 2.16(f)their respective nominees. Interests of beneficial owners in the a Global Notes Note may be transferred or exchanged for Certificated Notes in accordance with the applicable rules and procedures of the Depository Depositary and the provisions of Section 2.16 2.08 hereof. In addition, but only U.S. Physical Notes and Regulation S Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the U.S. Global Notes or the Regulation S Global Notes, respectively, if (i) the Depository Depositary notifies the Company that it is unwilling or unable to continue as Depository Depositary for any the U.S. Global Note Notes or the Depository ceases to be Regulation S Global Notes, as the case may be, and a clearing agency registered under the Exchange Act and, in either case, a qualified successor Depository depositary is not appointed by the Company within 120 90 days of such notice, notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a written request to the foregoing effect from the Depository Depositary (provided, however, that Regulation S Temporary Global Notes may not be exchanged for Physical Notes prior to issue Certificated Notes. In any such case, (1) the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner expiration of the related Notes pursuant to paragraph Restricted Period and (c2) the receipt by the Registrar of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Notecertificates required by Rule 903(b)(3)(ii)(B)). (c) Any beneficial interest in one of the Global Notes that is transferred to a person who takes delivery in the form of an interest in the other Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (d) In connection with any transfer pursuant to paragraph (b) of this Section 2.07 of a portion of the beneficial interests in the U.S. Global Notes to beneficial owners who are required to hold U.S. Physical Notes, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the U.S. Global Notes in an amount equal to the principal amount of the beneficial interest in the U.S. Global Notes to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more U.S. Physical Notes of like tenor and amount. (e) In connection with the exchange transfer of beneficial interests in the entire U.S. Global Notes for Certificated or Regulation S Global Notes to beneficial owners pursuant to paragraph (b)(ib) and (ii)of this Section 2.07, the U.S. Global Notes or Regulation S Global Notes, as the case may be, shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordinglycancellation, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order from the Company in the form of an Officers’ Certificate, shall authenticate and deliver, to each beneficial owner identified by the Depository in writing Depositary in exchange for its beneficial interest in the U.S. Global Notes or Regulation S Global Notes, as the case may be, an equal aggregate principal amount of Certificated U.S. Physical Notes or Regulation S Physical Notes, as the case may be, of authorized denominations. (df) Any Certificated U.S. Physical Note constituting a Restricted Security delivered in exchange for an interest in a the U.S. Global Note Notes pursuant to paragraph (b) or (cd) of this Section 2.07 shall, except as otherwise provided by paragraph (d)(i)(x) and paragraph (e) of Section 2.16 2.08 hereof, bear the Private Placement Legendlegend regarding transfer restrictions applicable to the U.S. Physical Note set forth in Section 2.02 hereof. (g) Any Regulation S Physical Note delivered in exchange for an interest in the Regulation S Global Notes pursuant to paragraph (b) of this Section 2.07 shall, except as otherwise provided by paragraph (e) of Section 2.08 hereof, bear the legend regarding transfer restrictions applicable to the Regulation S Physical Note set forth in Section 2.02 hereof. (h) The Holder registered holder of any a Global Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Indirect Participantspersons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (i) QIBs that are beneficial owners of interests in a Global Note may receive Physical Notes (which shall bear the Private Placement Legend if required by Section 2.02 hereof) in accordance with the procedures of the Depositary; in connection with the execution, authentication and delivery of such Physical Notes, the Registrar shall reflect on its books and records a decrease in the principal amount of the relevant Global Note equal to the principal amount of such Physical Notes and the Company shall execute and the Trustee shall authenticate and deliver one or more Physical Notes having an equal aggregate principal amount.

Book-Entry Provisions for Global Notes. (a) The U.S. Global Notes and Offshore Global Notes initially shall (i) be registered in the name of the Depository Depositary for such Global Notes or the nominee of such DepositoryDepositary, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear legends as set forth in Section 2.17 hereof2.02. Members of, or participants in, the Depository Depositary (“"Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), ") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depositary, or the Trustee as its custodian, or under the such Global Note, and the Depository Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a Holderholder of any Note. (b) A Transfers of a Global Note may shall be limited to transfers of such Global Note in whole, but not be transferred in part, to the Depositary, its successors or exchanged for another Note other than as provided in Section 2.16(f)their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Notes in accordance with the rules and procedures of the Depository Depositary and the provisions of Section 2.16 hereof2.08. In addition, but only U.S. Physical Notes and Offshore Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the U.S. Global Notes or the Offshore Global Notes, as the case may be, if (i) the Depository Depositary notifies the Company that it is unwilling or unable to continue as Depository Depositary for any the U.S. Global Note Notes or the Depository ceases to be Offshore Global Notes, as the case may be, and a clearing agency registered under the Exchange Act and, in either case, a qualified successor Depository depositary is not appointed by the Company within 120 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 Certificated Notes. In any such case, Depositary or (iii) in accordance with the Company will notify rules and procedures of the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants Depositary and the Depository identify as being the beneficial owner provisions of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note2.08. (c) Any beneficial interest in one of the Global Notes that is transferred to a person who takes delivery in the form of an interest in another 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 any transfer of a portion of the beneficial interests in a Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.07, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to the principal amount of the beneficial interest in such Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more U.S. Physical Notes or Offshore Physical Notes, as the case may be, of like tenor and amount. (e) In connection with the exchange transfer of beneficial interests in the U.S. Global Notes for Certificated Notes or the Offshore Global Notes, in whole, to beneficial owners pursuant to paragraph (b)(ib) and (ii)of this Section 2.07, the U.S. Global Notes or Offshore Global Notes, as the case may be, shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordinglycancellation, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order from the Company in the form of an Officers’ Certificate, shall authenticate and deliver, to each beneficial owner identified by the Depository in writing Depositary in exchange for its beneficial interest in the U.S. Global Notes or Offshore Global Notes, as the case may be, an equal aggregate principal amount of Certificated U.S. Physical Notes or Offshore Physical Notes, as the case may be, of authorized denominations. (df) Any Certificated U.S. Physical Note constituting a Restricted Security delivered in exchange for an interest in a the U.S. Global Note Notes pursuant to paragraph (b), (d) or (ce) of this Section 2.07 shall, except as otherwise provided by paragraph (f) of Section 2.16 hereof2.08, bear the Private Placement Legendlegend regarding transfer restrictions applicable to the U.S. Physical Note set forth in Section 2.02. (g) Any Offshore Physical Note delivered in exchange for an interest in the Offshore Global Notes pursuant to paragraph (b), (d) or (e) of this Section 2.07 shall, except as otherwise provided by paragraph (f) of Section 2.08, bear the legend regarding transfer restrictions applicable to the Offshore Physical Note set forth in Section 2.02. (h) The Holder registered holder of any a Global Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Indirect Participantspersons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) The Global Notes representing U.S. Dollar Notes initially shall (i) be registered in the name of the Depository or the nominee of such DepositoryDTC, (ii) be delivered to deposited on behalf of the Trustee as custodian for purchasers of the Notes with such Depository nominee and (iii) bear legends as set forth in Section 2.17 hereof2.07(g). Members of, or participants in, The Global Notes representing Sterling Notes initially shall (i) be registered in the Depository (“Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or under the Global Note, and the Depository may be treated by the Company, the Trustee and any agent name of the Company or the Trustee as the absolute owner nominee of the Global Note Common Depositary for all purposes whatsoever. Notwithstanding the foregoingaccounts of Euroclear or Clearstream, nothing herein shall prevent the Company, the Trustee or any agent (ii) deposited on behalf of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members or Indirect Participants, the operation of customary practices governing the exercise purchasers of the rights of a HolderNotes with such Common Depositary or its nominee and (iii) bear legends as set forth in Section 2.07(f). (b) A Notwithstanding any other provisions of this Indenture (other than the provisions set forth in this Section 2.06(b)), Global Note Notes representing U.S. Dollar Notes may not be transferred except as a whole by DTC to a nominee of DTC or exchanged for by a nominee of DTC to DTC or another Note nominee of DTC or by DTC or any such nominee to a successor of DTC or a nominee of such a successor of DTC. Notwithstanding any other provisions of this Indenture (other than the provisions set forth in this Section 2.06(b)), Global Notes representing Sterling Notes may not be transferred except as provided in Section 2.16(f)a whole by the Common Depositary or by a nominee of the Common Depositary to the Common Depositary or another nominee of the Common Depositary or by the Common Depositary or any such nominee to a successor of the Common Depositary or a nominee of such a successor of the Common Depositary. Interests of beneficial owners Beneficial Owners in the Rule 144A Global Notes and the Permanent Regulation S Global Notes may be transferred or exchanged for Certificated Definitive Notes in accordance with the rules and procedures of DTC or the Depository Clearing Agencies, as applicable, and the provisions of this Section 2.16 hereof2.06, but only subject to the occurrence of the limited circumstances described in the following sentence. So long as such exchange complies with Section 2.07, all Global Notes shall be exchanged by the Issuers (with authentication by the Trustee upon receipt of an Issuer Order) for one or more Definitive Notes, if (ia) DTC (with respect to the Depository U.S. Dollar Notes) or any Clearing Agency (with respect to the Sterling Notes), as applicable, notifies the Company Issuers at any time that it is unwilling or unable to continue to act as Depository for any Global Note or the Depository ceases to be a clearing agency registered under the Exchange Act and, in either case, and a qualified successor Depository depositary is not appointed by the Company Issuers within 120 days of such noticenotification, (b) DTC (with respect to the U.S. Dollar Notes) or any Clearing Agency (iiwith respect to the Sterling Notes) or, as applicable, so requests following an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depository to issue Certificated Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph hereunder or (c) if a Holder requests such exchange in writing delivered through DTC or any Clearing Agency, as applicable, following an Event of this Section 2.15Default and enforcement action is being taken in respect thereof. In such an event, the Issuers will issue Definitive Registered Notes, registered in the name or names and issued in any approved denominations, requested by or on behalf of DTC or any Clearing Agency (in accordance with their respective customary procedures and based upon directions received from participants reflecting the beneficial ownership of book-entry interests) (with authentication by the Trustee upon receipt of an Issuer Order); provided, however, that the principal amount at maturity of such Definitive Notes and such Global Note after such exchange shall be $200,000 and integral multiples of $1,000 in excess thereof for the U.S. Dollar Notes also and £100,000 and integral multiples of £1,000 in excess thereof for the Sterling Notes. Whenever all of a Global Note is exchanged for one or more Definitive Notes, it shall be surrendered by the Holder thereof to the Registrar for cancellation. Whenever a part of a Global Note is exchanged for one or more Definitive Notes, the Global Note shall be surrendered by the Holder thereof to the Registrar who shall cause an adjustment to be made to Schedule A of such Global Note such that the principal amount of such Global Note will be equal to the portion of such Global Note not exchanged and shall thereafter return such Global Note to such Holder. A Global Note may not be exchanged or replaced, in whole or in part, for a Definitive Note other than as provided in Sections 2.07 and 2.10 of this IndentureSection 2.06(b). Every Note authenticated and delivered in exchange for, for or in lieu of, of a Global Note Note, or any portion thereof, pursuant to this Section 2.15 2.08, 2.11 or Section 2.07 3.08 or 2.10 of this Indentureotherwise, shall be authenticated and delivered in the form of, and shall be, a Certificated Global Note. (c) In connection with the exchange transfer of beneficial interests in Global Notes for Certificated as an entirety to Beneficial Owners in the form of Definitive Notes pursuant to paragraph clause (b)(ib) and (ii)of this Section 2.06, the Global Notes shall be deemed to be surrendered to the Trustee Registrar for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordinglycancellation, and in each case the Company Issuers shall execute, and the Trustee shall, shall upon receipt of an authentication order Issuer Order from the Company in the form of an Officers’ Certificate, Issuers authenticate and delivermake available for delivery, to each beneficial owner identified by the Depository in writing Beneficial Owner in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Certificated Definitive Notes of authorized denominations. (d) Any Certificated Definitive Note constituting a Restricted Security delivered in exchange for an interest in a Global Note pursuant to paragraph clause (b) or (c) of this Section 2.06 shall, except as otherwise provided by Section 2.16 hereof2.07, bear the Private Placement Legend. (e) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Indirect Participants, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Section 2.17 hereof. Exhibit C. Members of, or participants in, the Depository (“Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), "Participants") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depository, or the Trustee as its custodian, or under the Global Note, and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members or Indirect Participants, the operation of customary practices governing the exercise of the rights in a Holder of a Holderany Note. (b) A Transfers of Global Note may Notes shall be limited to transfers in whole, but not be transferred in part, to the Depository, its successors or exchanged for another Note other than as provided in Section 2.16(f)their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Physical Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.16 hereof2.05. In addition, but only Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in Global Notes if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for any Global Note or the Depository ceases to be and a clearing agency registered under the Exchange Act and, in either case, a qualified successor Depository is not appointed by the Company within 120 90 days of such notice, 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 Certificated Physical Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note. (c) In connection with the exchange transfer of beneficial interests in Global Notes for Certificated Notes as an entirety to beneficial owners pursuant to paragraph (b)(ib) and (ii)of this Section 2.13, the Global Notes shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordinglycancellation, and in each case the Company shall execute, and the Trustee shall, shall upon receipt of an authentication order from the Company in the form of an Officers’ Certificate, Order authenticate and deliver, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (d) Any Certificated Note Physical Notes constituting a Restricted Security Note delivered in exchange for an interest in a Global Note pursuant to paragraph (b) or (c) of this Section 2.13 shall, except as otherwise provided by Section 2.16 hereof2.05, bear the Private Placement Legend. (e) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members Participants and Indirect Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) The Each Global Notes initially Note shall (i1) be registered in the name of the Depository Depositary for such Global Notes or 49 55 the nominee of such DepositoryDepositary, (ii2) be delivered to the Trustee as custodian for such Depository Depositary and (iii3) bear legends as set forth in Section 2.17 hereof2.05. Members of, or participants in, the Depository Depositary (“Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), "AGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depositary, or the Trustee as its custodian, or under the Global Note, and the Depository Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members or Indirect ParticipantsMembers, the operation of customary practices governing the exercise of the rights of a HolderHolder of any Note. (b) A Transfers of a Global Note may shall be limited to transfers of such Global Note in whole, but not be transferred in part, to the Depositary, its successors or exchanged for another Note other than as provided in Section 2.16(f)their respective nominees. Interests of beneficial owners in the a Global Notes Note may be transferred or exchanged for Certificated Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.16 hereofDepositary. In addition, but only Certificated Securities shall be transferred to all beneficial owners in exchange for their beneficial interests if (i1) the Depository Depositary notifies the Company that it is unwilling or unable to continue as Depository Depositary for any the Global Note or the Depository ceases to be a "clearing agency agency" registered under the Exchange Act and, in either case, and a qualified successor Depository depositary is not appointed by the Company within 120 90 days of such notice, notice or (ii2) an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing and the Registrar has received a written request from the Depository Depositary to issue such Certificated Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated NoteSecurities. (c) In connection with the exchange transfer of the entire Global Note to beneficial interests in Global Notes for Certificated Notes owners pursuant to paragraph (b)(ib) and (ii)of this Section, the such Global Notes Note shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordinglycancellation, and in each case the Company shall execute, and the Trustee shall, upon receipt of an authentication order from the Company in the form of an Officers’ Certificate, shall authenticate and deliver, to each beneficial owner identified by the Depository in writing Depositary in exchange for its beneficial interest in the such Global Notes, Note an equal aggregate principal amount of Certificated Notes Securities of authorized denominations. (d) 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 Section 2.16 hereof, bear the Private Placement Legend. (e) The registered Holder of any a Global Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Indirect Participantspersons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Section 2.17 hereof2.02. Members of, or participants in, the Depository (“Agent Members”), and any other Person who holds a beneficial interest in a Global Note through an Agent Member (an “Indirect Participant”), "Participants") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depository, or the Trustee as its custodian, or under the Global Note, and the Depository may be treated by the Company, any Subsidiary, the Trustee and any agent of the Company Company, any Subsidiary, or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, any Subsidiary, the Trustee or any agent of the Company Company, any Subsidiary, or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members or Indirect Participants, the operation of customary practices governing the exercise of the rights of a HolderHolder of any Note. (b) A Transfers of Global Note may Notes shall be limited to transfers in whole, but not be transferred in part, to the Depository, its successors or exchanged for another Note other than as provided in Section 2.16(f)their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Certificated Physical Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.16 hereof2.17. In addition, but only Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in Global Notes if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for any Global Note or the Depository ceases to be and a clearing agency registered under the Exchange Act and, in either case, a qualified successor Depository is not appointed by the Company within 120 90 days of such notice, 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 Certificated Physical Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by such Agent Members and Indirect Participants of their interests in such Global Note, Certificated Notes will be issued to each Person that such Agent Members and Indirect Participants and the Depository identify as being the beneficial owner of the related Notes pursuant to paragraph (c) of this Section 2.15. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 of this Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.15 or Section 2.07 or 2.10 of this Indenture, shall be authenticated and delivered in the form of, and shall be, a Certificated Note. (c) In connection with the any transfer or exchange of a portion of the beneficial interests interest in a Global Notes for Certificated Notes Note to beneficial owners pursuant to paragraph (b)(ib) 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 decrease in the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute and the Trustee shall authenticate and make available for delivery, one or more Physical Notes of like tenor and amount. (ii)d) In connection with the transfer of Global Notes as an entirety to beneficial owners pursuant to paragraph (b) of this Section 2.16, the Global Notes shall be deemed to be surrendered to the Trustee for cancellation and pursuant to paragraph (b) the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordinglycancellation, and in each case the Company shall execute, and the Trustee shall, shall upon receipt of an authentication order written instructions from the Company in the form of an Officers’ Certificate, authenticate and delivermake available for delivery, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Certificated Physical Notes of authorized denominations. (de) Any Certificated 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 Section 2.16 hereof2.17, bear the Private Placement Legend. (ef) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members Participants and Indirect Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or the Notes.